CASH PROVISIONING AGREEMENT
This
CASH
PROVISIONING AGREEMENT (“Agreement”)
is entered into and is effective this August 11, 2006 by and among Genpass
Technologies, LLC (“Genpass”)
with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Nationwide
Money Services, Inc. with its principal office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (“ATM Owner”), Nationwide Money services,
Inc. with its principal office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“ATM Manager”), Bantek West, Inc. with its principal
office located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(“Carrier”), each referred to herein as a “Party” and collectively referred to
herein as “Parties.”
PURPOSE
This
Agreement is for the purpose of enabling Genpass to provide Currency (as
hereinafter defined), through the services of Carrier, to the ATM Manager for
use in the operation of the ATMs (as hereinafter defined) belonging to the
ATM
Owner, without transferring ownership of the Currency from Genpass, and to
provide rights and responsibilities for all Parties having access to the ATMs,
including without limitation, the entity providing maintenance services for
the
ATMs, as such access relates to the Currency provided by and belonging to
Genpass.
RECITALS
WHEREAS,
ATM
Owner owns a number of automated teller machines (individually and collectively
the “ATMs”) located in various sites throughout the United States, which sites
are accessible to customers of Genpass and other financial institutions for
the
provision of certain banking services on a daily basis; and
WHEREAS,
ATM
Manager is responsible for the proper operation of the ATMs; and
WHEREAS,
ATM
Manager has a substantial need for supplies of Currency with which to operate
the ATMs; and
WHEREAS,
Genpass
provides various services to ATM operators and independent sales organizations
incidental to the ownership and operation of ATMs; and
WHEREAS,
Genpass
will, through the use of Carrier and under certain conditions, supply Currency
to ATM Manager for use in the ATMs; and
WHEREAS,
the
Currency supplied by Genpass shall be in a bailment relationship between Genpass
and ATM Manager, intended to allow ATM Manager the use of the money for proper
operation of the ATMs, indirectly providing benefits to customers of Genpass
who
use the ATMs.
NOW,
THEREFORE, in
consideration of the covenants and conditions contained in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
is acknowledged, the Parties hereto, intending to be legally bound, agree to
the
terms and conditions set forth below.
| I. |
DEFINITIONS.
|
|
A.
|
“Confidential
Information” shall mean information and proprietary materials of a Party
as defined more fully in Section
VI.
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B.
|
“Currency”
means United States legal tender issued in the form of a Federal
Reserve
Note by the United States Federal Reserve Banks or a United States
Note by
the United States Treasury Department, owned by Genpass and provided
for
the use of ATM Owner under the terms and conditions set forth in
this
Agreement.
|
1
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C.
|
“Electronic
Lock” shall mean a Kaba Mas Cencon 2000 lock or such other ATM electronic
lock as is agreed by the Parties as an equivalent
lock.
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D.
|
“Loss,”
as used with respect to shall mean the loss of Genpass’s Currency, and
costs and expenses of Genpass incidental thereto, resulting from
theft,
holdup, burglary, extortion, wrongful abstraction from an ATM, fire,
destruction, disappearance, defalcation, mysterious disappearance,
misappropriation, shortage, and any other type of casualty or loss,
whether explained or unexplained.
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II.
|
BAILMENT.
This Agreement shall create a bailment relationship between Genpass,
as
▇▇▇▇▇▇, and ATM Manager, as bailee, for the specific purpose of Genpass’s
delivery of Currency to Carrier for use in the
ATMs.
|
|
A.
|
AMOUNT
OF CURRENCY.
The amount of Currency that shall be delivered from time to time
in
amounts based upon the ATM operational needs, as determined by the
volume
and frequency of withdrawals from the ATMs documented by Genpass
in the
ATMs settlement process, up to the total amount outstanding at any
point
in time as set forth in Exhibit
A.
At no time will Genpass be obligated to deliver an amount of Currency
which, in total, exceeds the amount set forth in Exhibit
A
(Currency Amounts), unless a greater amount is agreed to in writing
by
Genpass.
|
|
B.
|
OWNERSHIP
OF CURRENCY.
Notwithstanding that the Currency may be in the physical possession
or
custody of someone other than Genpass, including without limitation,
the
ATMs, the Parties acknowledge and agree that until dispensed from
an ATM
to a customer of that ATM, the Currency shall be the sole and exclusive
property of Genpass and neither ATM Owner, nor ATM Manager, nor Carrier,
nor any third party shall have any interest (including without limitation,
legal, equitable or security interest) in or to such Currency. In
no event
will legal title to the Currency pass to ATM Owner, or ATM Manager
or
Carrier.
|
| C. |
ACCEPTANCE
OF BAILMENT.
From and after delivery of Currency to the ATMs by a carrier selected
by
ATM Manager and as approved by Genpass, and until the Currency is
dispensed from the ATMs to customers of the ATMs and the amount thereof
is
repaid to Genpass, plus Genpass’s fees and charges, the ATM Owner and the
ATM Manager hereby jointly and severally assume all responsibility
and
bear all risk of loss for the transfer, handling and settlement of
the
Currency, including without limitation, loss suffered or created
by theft,
damage, destruction, fraud, dispute resolution or incorrect dispensing.
(reference Exhibit
C)
ATM Owner and ATM Manager shall jointly and severally indemnify,
defend
and hold Genpass harmless from any loss, cost or expense incurred
by
Genpass with regard to the Currency. Carrier and ATM Manager shall
indemnify, defend and hold Genpass harmless from any loss incurred
by
Genpass, but only if such loss is the responsibility of the Carrier
as
described in Exhibit B, attached hereto and incorporated herein by
this
reference.
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D.
|
PROCESSING
AGREEMENT.
The Parties agree that as of the Effective Date hereof, ATM Manager
has
entered into that certain processing agreement (“Genpass Processing
Agreement”) with Genpass that governs Genpass’s processing ATM Owner’s
ATMs. Genpass or ATM Owner may terminate this Agreement without penalty
in
the event the Genpass Processing Agreement is terminated.
|
|
E.
|
TERMINATION
RIGHTS. Genpass
may, at any time, terminate ATM Manager’s right to hold the Currency under
this bailment and take such action necessary to recover the Currency
from
the ATMs. If Genpass terminates the bailment ATM Manager shall comply
with
all post termination responsibilities under this Agreement
|
2
|
III.
|
SERVICE
AND ACCESS.
|
| A. |
SERVICING
THE ATMS.
The ATM Manager shall maintain the ATMs, including without limitation,
replenishing the transaction receipts and all levels of maintenance
for
the ATMs. This maintenance shall be accomplished by ATM Manager at
a level
that, at a minimum, meets the standards of the ATM industry. ATM
Manager
shall have no access to the ATM vault, the Currency contained in
the ATMs,
or any form of deposits contained within the
ATMs.
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|
B.
|
ACCESS
TO THE CURRENCY.
During the term of this Agreement and until Genpass recovers all
the
Currency, or its equivalent in another payment medium, and all the
fees
due Genpass, ATM Owner and ATM Manager shall have no access to Genpass’s
vault, the vault of the carrier, or to the vault of any ATMs which
contain
the Currency supplied by Genpass. Only the Carrier shall have access
to
the Currency during transport and only the Carrier may have access
to the
Currency contained in the ATMs. Genpass and Carrier may engage in
a
separate agreement for the provision of services to transport the
Currency, provided such agreement does not alter the obligations
of each
of them under this Agreement and does not alter the liability of
either of
them to the other Parties to this Agreement in a manner that is
inconsistent with the terms of this Agreement, including without
limitation the obligations of Carrier contained in Exhibit
B
(Carrier Services), attached hereto and incorporated herein by this
reference. Carrier expressly recognizes and acknowledges the ownership
rights of Genpass in and to the Currency that is provided by Genpass
for
use in the ATMs. Carrier also recognizes and acknowledges the bailment
relationship existing between ATM Manager and Genpass with respect
to the
handling of the Currency.
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IV.
|
TERM
AND TERMINATION.
|
| A. |
TERM.
After
a successful pilot, the
term of this Agreement shall be for a period of two (2) years, commencing
on the date of the signature of the last Party to sign the Agreement
(“Effective Date”). Thereafter, this Agreement shall automatically renew
for additional periods of one (1) year (each a “Renewal Term”) unless any
Party gives the other Parties written notice of its intent to terminate
at
least sixty (60) days prior to the end of the initial two year term
or any
Renewal Term. Provided, however, that this Agreement shall terminate,
without penalty to any Party, upon the termination of the Genpass
Processing Agreement between Genpass and ATM
Manager.
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| B. |
TERMINATION.
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|
(1)
|
Any
Party may terminate this Agreement at any time upon written notice
to the
other Parties in the event of the occurrence of one of the
following:
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|
(a)
|
One
of the other Parties (i) terminates or suspends its business, (ii)
becomes
subject to any bankruptcy or insolvency proceeding under Federal
or state
statute, (iii) becomes insolvent or becomes subject to direct control
by a
trustee, receiver or similar authority, (iv) has wound up or liquidated,
voluntarily or otherwise, (v) is acquired by another party unrelated
to
the acquired Party, or (vi) is required to terminate its involvement
in
the activities covered by the Agreement by order of a court of competent
jurisdiction or a regulatory agency which governs the activities
of the
Party. Notwithstanding the foregoing, Carrier’s merger or consolidation
with an affiliate, subsidiary or parent company, shall not constitute
an
“acquisition” (pursuant to subsection (v) hereinabove) which would allow a
Party to give written notice of
termination.
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3
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(b)
|
At
least one of the other Parties materially defaults in the performance
of
any of its duties or obligations hereunder, which default shall not
be
substantially cured within thirty (30) days after notice is given
to the
defaulting Party specifying the default, then any of the Parties
not in
default may, by giving notice thereof to the defaulting Party and
all the
other non-defaulting Parties, terminate this Agreement for
cause.
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(2)
|
Genpass
may terminate the Agreement immediately and without prior notice
upon the
occurrence of one of the following:
|
|
(a)
|
An
audit conducted by or on behalf of Genpass reveals that Carrier has
failed
to segregate Genpass’s Currency.
|
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(b)
|
An
unauthorized Party or third party accesses a vault or an ATM and
obtains
Currency belonging to Genpass.
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(3)
|
Upon
termination of this Agreement, ATM Manager shall immediately pay
all sums
due and owing to Genpass and Carrier, including without limitation,
all
Currency in the ATMs, which Currency shall be returned to Genpass
pursuant
to Section X.F. In the event that pursuant to such termination Genpass
directs Carrier to remove the Currency from the ATMs, and the ATM
Manager
or ATM Owner is unwilling or unable to pay the service fees to Carrier
for
Genpass’ request for the removal of the Currency, then Genpass will pay
the service fees to the Carrier for such removal of Currency from
the
ATMs, and thereafter, at Genpass’ discretion, shall seek reimbursement of
such service fees from ATM Manager or ATM
Owner.
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(4)
|
ATM
Manager can terminate specific sites from this Agreement at its sole
discretion, understanding that ATM Manager or ATM Owner may incur
separate
liabilities for the termination of such sites under any other agreement,
which is unrelated to this Agreement.
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V.
|
FEES
AND PAYMENT.
|
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A.
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FEES.
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B.
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SECURITY
ACCOUNT.
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VI.
|
CONFIDENTIAL
INFORMATION.
|
The
Parties acknowledge that each may have access to, or be provided with,
information or
documentation, which each Party regards as confidential or proprietary. The
receiving parties are referred to as ‘Recipient’ and the party providing the
information is referred to as ‘Owner’. Such information or documentation shall
be dealt with as set forth below.
|
A.
|
DEFINITION
OF CONFIDENTIAL INFORMATION.“Confidential
Information” includes both information of a commercial nature and
information related to customers of the ATMs. Confidential Information
includes, without limitation, the following whether now in existence
of
hereafter created:
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4
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(1)
|
any
information of or about Genpass’s consumer customers of any nature
whatsoever, and specifically including without limitation, the fact
that
someone is a customer or prospective customer of Genpass, all lists
of
customers, former customers, applicants and prospective customers
and all
personal or financial information relating to and identified with
such
persons (“Customer Information”);
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(2)
|
all
information marked as "confidential" or similarly marked, or information
that the Recipient should, in the exercise of reasonable business
judgment, recognize as
confidential;
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(3)
|
all
business, financial or technical information of the Owner and any
of the
Owner’s vendors (including, but not limited to account numbers, and
software licensed from third parties or owned by the Owner or its
affiliates);
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(4)
|
the
Owner’s marketing philosophy and objectives, promotions, markets,
materials, financial results, technological developments and other
similar
proprietary information and
materials;
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(5)
|
all
information protected by rights embodied in copyrights, whether registered
or unregistered (including all derivative works), patents or pending
patent applications, "know how,” trade secrets, and any other intellectual
property rights of the Owner or Owner’s
licensors;
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(6)
|
information
with respect to employees of Genpass which is non-public, confidential,
business related, or proprietary in nature, including, without limitation,
names of employees, the employees’ positions within Genpass company, the
fact that they are employees of Genpass, contact information for
employees, personal employee identification numbers, and any other
information released to you regarding employees in the past and in
the
future; and
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(7)
|
all
notes, memoranda, analyses, compilations, studies and other documents,
whether prepared by the Owner, the Recipient or others, which contain
or
otherwise reflect Confidential
Information.
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B.
|
Essential
Obligation.
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(1)
|
Confidential
Information must be held in confidence and disclosed only to those
employees or agents whose duties reasonably require access to such
information. Recipient must protect the Owner’s Confidential Information
using at least the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use, disclosure or duplication
(except as required for backup systems) of such Confidential Information
as Recipient uses to protect its own confidential information of
a similar
nature.
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(2)
|
Because
Genpass is a federally-regulated financial institution that must
comply
with the safeguards for Customer Information contained in the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (“GLBA”) and regulations promulgated pursuant to
GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate
measures designed to safeguard Customer Information.
Specifically, ATM Owner, ATM Manager and Carrier must establish and
maintain data security policies and procedures designed to ensure
the
following:
|
| (a) |
security
and confidentiality of Customer
Information;
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| (b) |
protection
against anticipated threats or hazards to the security or integrity
of
Customer Information;
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| (c) |
protection
against the unauthorized access or use of Customer
Information.
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5
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(3)
|
ATM
Owner, ATM Manager and Carrier must permit Genpass to monitor and
audit
their compliance with this Section during regular business hours
upon not
less than 48 hours’ notice to the ATM Owner, ATM Manager or Carrier and to
provide to Genpass copies of audits and system test results acquired
by
ATM Owner, ATM Manager and Carrier in relation to the data security
policies and procedures designed to meet the requirements set forth
above.
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C.
|
Compelled
Disclosure.
If
Recipient is required by a court or governmental agency having proper
jurisdiction to disclose any Confidential Information, Recipient
must
promptly provide to the
Owner
notice of such request to enable the
Owner
to seek an appropriate protective
order.
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D.
|
Limited
Use of Confidential
Information and Survival of Obligations.
Recipient may use the Confidential Information only as necessary
for
Recipient’s performance hereunder or pursuant to rights granted herein and
for no other purpose. Recipient’s limited right to use the Confidential
Information expires upon expiration or termination of this Agreement
for
any reason. Recipient’s obligations of confidentiality and non-disclosure
survive termination or expiration for any reason of this
Agreement.
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E.
|
Disposition
of Confidential Information.
|
Recipient
must develop and maintain appropriate security measures for the proper disposal
and destruction of Confidential Information. Upon Expiration of Recipient's
limited right to use the Confidential Information, Recipient must return all
physical embodiments thereof to Owner or, with Owner's permission, Recipient
may
destroy the Confidential Information. Recipient
shall provide written certification to Owner that Recipient has returned, or
destroyed, all such Confidential Information in Recipient's possession.
Notwithstanding the foregoing, Recipient may retain one archival copy of
Confidential Information, which may be used solely to demonstrate compliance
with the provisions of this Section.
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F.
|
Disclosure
to Third Parties. If
disclosure of Confidential Information to third parties is required
or
allowed under this Agreement, Recipient must ensure that such third
parties have express obligations of confidentiality and non-disclosure
substantially similar to Recipient’s obligations hereunder. Liability for
damages because of disclosure of Confidential Information by any
such
third parties must be borne by
Recipient.
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G.
|
Exclusions.
Except for Customer(s) information, the term "Confidential Information"
excludes any portion of such information that Recipient can establish
by
clear and convincing evidence to
have:
|
| (1) |
been
publicly known without breach of this
Agreement;
|
| (2) |
been
known by Recipient without any obligation of confidentiality, prior
to
disclosure of such Confidential Information;
or
|
| (3) |
been
received in good faith from a third-party source that to Recipient’s
reasonable knowledge rightfully disclosed such information; or
|
| (4) |
been
developed independently by Recipient without reference to the Owner’s
Confidential Information.
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6
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I.
|
Intrusions/Disclosures.
If
there is any actual or suspected theft of, accidental disclosure
of, loss
of, or inability to account for any Confidential Information by a
Party or
any of its subcontractors (collectively “Disclosure”) or any unauthorized
intrusions into a Party’s or any of its subcontractor’s facilities or
secure systems which likely affect the security of another Party’s
Confidential Information, (collectively “Intrusion”) the Party must
immediately i) notify the other Party, ii) estimate the Disclosure’s or
Intrusion’s effect on the other Party, iii) specify the corrective action
to be taken, and iv) investigate and determine if an Intrusion or
Disclosure has occurred. If, based upon the Party’s investigation, the
Party determines that there has been an actual Disclosure or Intrusion,
the Party must promptly notify the other Party, and must promptly
investigate the scope of the Disclosure or Intrusion, and must promptly
take corrective action to prevent further Disclosure or Intrusion.
The
Party must, as soon as is reasonably practicable, make a report to
the
other Party including details of the Disclosure (including Customer(s)’
identities and the nature of the information disclosed) or Intrusion
and
the corrective action the Party has taken to prevent further Disclosure
or
Intrusion. The Party must, in the case of a Disclosure cooperate
fully
with the other Party to notify the other Party’s Customer(s) as to the
fact of and the circumstances of the Disclosure of the Customer’s
particular information. Additionally, the Party must cooperate fully
with
all government regulatory agencies or law enforcement agencies having
jurisdiction and authority for investigating a Disclosure or any
known or
suspected criminal activity.
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VII.
|
LIMITATION
OF LIABILITY, WARRANTIES AND
INDEMNIFICATION.
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| A. |
LIMITATION
OF LIABILITY.
The
Parties acknowledge that the fees for the services provided by Genpass
are
very small in relation to the Currency provided and consequently
Genpass’s
willingness to provide the Currency is based in part upon the liability
limitations contained herein. Therefore, Genpass’s liability hereunder
shall not exceed, in the aggregate, an amount equal to the fees received
by Genpass during the three (3) months prior to any claim made against
Genpass for damages. In no event will Genpass, or its agents, officers,
directors, or employees be liable for any indirect, exemplary, punitive,
special, or consequential damages. Additionally, Carrier’s liability shall
not exceed those amounts specified in Exhibit B. Carrier and its
agents,
officers, directors, or employees shall not be liable for any indirect,
exemplary, punitive, special, or consequential damages.
|
| B. |
WARRANTY
DISCLAIMER OF GENPASS.
EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GENPASS DISCLAIMS ANY AND
ALL
WARRANTIES CONCERNING ANY PRODUCTS OR SERVICES PROVIDED UNDER THE
AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
|
| C. |
WARRANTY
DISCLAIMER OF CARRIER.
EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CARRIER DISCLAIMS ANY AND
ALL
WARRANTIES CONCERNING ANY PRODUCTS OR SERVICES PROVIDED UNDER THE
AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
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| D. |
INDEMNIFICATION.
ATM Owner, ATM Manager, Carrier and Genpass shall indemnify, defend
and
hold harmless each other and their respective agents, officers, directors
and agents against all claims made by third parties arising out of
this
Agreement and for all attorneys’ fees and other costs and expenses paid or
incurred by the indemnified Party in the enforcement of the Agreement,
including without limitation, those resulting from any breach of
the
Agreement or from any transaction occurring pursuant to the Agreement.
Notwithstanding the foregoing, Carrier shall not be liable for any
indirect, exemplary, punitive, special or consequential
damages.
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7
| E. |
EXCLUDED
LOSSES.
Carrier
will not be liable for any damage, shortage or loss of Currency,
property,
or to an ATM or its contents, caused by, resulting from, or arising
out
of
|
| (1) |
the
conditions of a force majeure
event;
|
| (2) |
non-performance,
delays, loss, shortages, damage, liability or expense directly or
indirectly caused by or contributed to by or arising from (a) war,
(b)
acts of terrorism or actions involving a political motive, (c)armed
conflict, or (d) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual
impending or expected attack, (i) by any government or sovereign
power (de
jure or de facto), or by any authority maintaining or using military,
naval or air forces; or (ii) by military, naval or air forces; or
(iii) by
an agent of any such government, rebellion, revolution, civil war,
usurped
power, or action taken by governmental authority in hindering, combating
or defending against such an occurrence, or confiscation by order
of any
government or public authority; or (e) ionizing radiations from or
contamination by radioactivity from any nuclear fuel or from any
nuclear
waste or from the combustion of nuclear fuel; the radioactive, toxic,
explosive or other hazardous or contaminating properties of any nuclear
installation, reactor or other nuclear assembly or nuclear component
thereof; or any weapon of war employing atomic or nuclear fission
and/or
fusion, or other like reaction or radioactive force or
matter;
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| (3) |
theft,
forced entry, or damage by others, except where the loss or damage
is the
result of the negligent, reckless or intentional acts of Carrier,
its
Affiliates, employees, or subcontractors;
|
| (4) |
the
negligent action or inaction of ATM Owner, ATM Manager, Genpass,
or any of
their respective agents, affiliates, subcontractors or
employees.
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|
VIII.
|
REPRESENTATIONS
AND WARRANTIES OF THE
PARTIES.
|
ATM
Owner, ATM Manager, Carrier and Genpass, as appropriate, hereby represent and
warrant as follows and acknowledge that the other parties are relying on such
representations and warranties in entering into this Agreement:
| A. |
ATM
Owner has full and complete legal title to the ATMs or the right
to
possess and use the ATMs and, except as set forth on Schedule
1
hereof, the ATMs are free and clear of any prior claims, security
interests, pledges, attachment proceedings, seizures, mortgage, lien,
judgment, execution process or other encumbrance and ATM Owner has
the
legal authority to place Genpass’s Currency into the
ATMs.
|
| B. |
ATM
Owner and ATM Manager have the legal authority to locate and place
all
ATMs at the designated locations as set forth in Exhibit
D
(ATM Locations), attached hereto and incorporated herein by this
reference.
|
| C. |
There
are no pending or threatened litigations, suits, proceedings or claims
against ATM Owner, ATM Manager or Carrier, nor are there any liens,
contracts or court orders pending or existing which could encumber
the
Currency once delivered to Carrier, or otherwise placed in the ATMs.
Additionally, ATM Owner, ATM Manager, and Carrier each acknowledge
and
agree that the Currency contained within the ATMs serviced pursuant
to
this Agreement, is the property of Genpass, and shall not be subject
to
any liens, or other encumbrances, and further, shall remain separate
from
any lien(s) which may exist as to the ATMs, and any exercise of third
party rights as to liens or encumbrances on the ATMs, which shall
include
seizure(s) of such ATMs, shall be separate from the Currency contained
within them; upon any such exercise of third party right(s) to the
ATMs,
Genpass shall automatically be entitled to the immediate removal
of its
Currency, without liability or breach of obligation pursuant to this
Agreement.
|
8
| D. |
ATM
Owner and ATM Manager and their agents hold the Currency as a custodian,
acting in a fiduciary capacity for the benefit of
Genpass.
|
| E. |
Each
of ATM Owner, ATM Manager, Carrier and Genpass is duly organized,
validly
existing and in good standing pursuant to applicable state and/or
federal
laws under which it is organized, and each is qualified to do business
in
all jurisdictions as may be required for the conduct of its respective
business activities hereunder. Each of ATM Owner, ATM Manager, Carrier
and
Genpass has full power and lawful authority to (i) own and operate
its
assets, properties and business; (ii) carry on its business as presently
conducted; and (iii) enter into and perform this Agreement. The persons
executing this Agreement have full authority to bind their respective
Party to the terms and conditions
hereof.
|
| F. |
The
execution and delivery of this Agreement by each of ATM Owner, ATM
Manager, Carrier and Genpass, and the performance by each such Party
of
its respective obligations hereof (i) are within its organizational
powers; (ii) have been duly authorized by all necessary organizational
action; (iii) does not and will not conflict with or constitute a
breach
or violation of its governing organizational documents; and (iv)
does not
and will not conflict with or constitute a breach or violation of
any
material agreement, indenture, deed of trust, lease, mortgage, loan
agreement or any other material instrument or undertaking to which
such
Party is a party.
|
| G. |
This
Agreement constitutes a valid and legally binding obligation of each
of
ATM Owner, ATM Manager, Carrier and Genpass, enforceable against
such
Party in accordance with its terms and conditions.
|
|
IX.
|
INSURANCE.
|
| A. |
ATM
OWNER.
ATM Owner shall maintain the following insurance coverage during
the term
of this Agreement:
|
|
1.
|
Workers’
compensation and employers’ liability insurance to the extent required by
law covering all persons employed by ATM Owner to perform obligations
under this Agreement.
|
|
2.
|
Commercial
General liability insurance with broad form coverage covering, liability
to bodily and personal injury, damage to property, false arrest,
false
imprisonment, malicious prosecution, defamation, liable, slander,
legal
liability caused by any act of ATM Owner or its employees or agents,
and
contractual liability coverage. The amount of this insurance must
be in an
amount that is reasonable prudent and necessary to cover damages
from ATM
Owner’s failure to perform its obligations hereunder. In no event shall
such coverage be less than $____________ dollars (USD) per occurrence
with
an aggregate limit of not less than $_____________ dollars
(USD).
|
|
B.
|
ATM
MANAGER.
ATM Manager shall obtain and maintain during the term of this Agreement,
at its sole expense, insurance sufficient to cover any and all damages,
liability and obligations contemplated by this Agreement. The coverage
by
ATM Manager shall, at a minimum, provide for the
following:
|
|
1.
|
Workers’
Compensation and Employer’s Liability insurance to the extent required by
the laws of the state in which the services are performed under this
Agreement.
|
9
|
2.
|
Commercial
General Liability insurance, including contractual liability coverage,
in
an amount not less than $_______ dollars (USD) per occurrence, with
an
aggregate limit of not less than $__________ dollars (USD). Genpass
must
be named as an additional insured on the
policy.
|
| 3. |
Automobile
Liability insurance, including uninsured motorist and underinsured
motorist coverage, for every vehicle that is used in the performance
of
ATM Manager’s obligations under this Agreement, with both property damage
limits and personal injury and death limits of $_________ dollars
(USD) in
the aggregate. If ATM Manager’s agent is providing maintenance services,
this section will apply to that agent.
|
| C. |
CARRIER.
Carrier shall obtain and maintain during the term of this Agreement,
at
its sole expense, insurance sufficient to cover any and all damages,
liability and obligations contemplated by this Agreement. If Carrier’s
need for Currency exceeds the insurance limits specified below, Carrier
shall increase such limits and provide verification thereof. The
coverage
by Carrier shall, at a minimum, provide for the
following:
|
| 1. |
Workers’
compensation and employer’s liability insurance to the extent required by
the laws of the state in which the services are performed under this
Agreement.
|
| 2. |
Commercial
General Liability insurance, including contractual liability coverage,
in
an amount not less than $_________ dollars (USD) per occurrence,
with an
aggregate limit of not less than $_____________ dollars (USD). Genpass
must be named as an additional insured on the
policy.
|
| 3. |
Fidelity
insurance in an amount not less than $______________ dollars (USD)
for
claims arising from fraudulent or dishonest acts on the part of any
representative of Carrier.
|
| 4. |
Automobile
Liability insurance, including uninsured motorist and underinsured
motorist coverage, for every vehicle that is used in the performance
of
Carrier’s obligations under this Agreement, with combined property damage
limits and personal injury and death limits of $______________ dollars
(USD) each per occurrence, and excess/liability coverage in a minimum
amount of $________________ dollars (USD) in the
aggregate.
|
| 5. |
In
addition, Carrier shall provide All Risk Armored Car Cargo Liability
insurance covering Currency, coin, checks and other property of Genpass
that may be transported or be in Carrier’s possession (including property
at Carrier’s premises, in transit, and away from Carrier’s premises)
against all risks of physical loss or damage, including coverage
for any
act or omission of Carrier or any of its employees or agents. The
amount
of insurance must be in minimum amounts sufficient to satisfy Carrier’s
not less than $_____________ dollars (USD) per loss in transit (armored
car coverage) and $_______________ dollars (USD) per loss per vault
for
on-premises and vault coverage. There may be aggregate on this insurance
policy, provided that the aggregate total shall be no less than the
amount
listed in Exhibit
A.
Genpass must be listed as loss
payee.
|
| D. |
ATM
Owner, ATM Manager and Carrier will provide Genpass with a Certificate
of
Insurance evidencing the coverage specified above for each of
them. ATM
Owner, ATM Manager and Carrier, as applicable, will notify Genpass
within
one (1) business day by telephone and by written notice if any
insurance
required under this section is not in force at any time during
the term of
this Agreement. ATM Owner, ATM Manager and Carrier shall not
take any
action that would invalidate or reduce coverage, and will take
all action
necessary to prevent coverage from being invalidated or
reduced.
|
10
| E. |
Genpass
will provide At Terminal insurance, which will insure the Currency
while
in the ATMs. ATM Manager will pay Genpass those fees and charges
as set
forth in Exhibit
C.
|
|
X.
|
ACCOUNTING
FOR CURRENCY.
|
|
A.
|
ACCOUNTING.
Genpass, shall account for all transactions at the ATMs daily and
provide
a daily status report with respect to each ATM, showing the amount
of
Currency dispensed from each and the amount of Currency remaining
in the
ATM. Genpass in its role as Currency provider shall also prepare
its own
daily reconciliation for the Currency it provided. To the extent
Genpass’s
reconciliation shows a discrepancy, Genpass shall, within seventy
two (72)
hours of discovery of such discrepancy, provide notice to Carrier’s
customer service manager of the discrepancy. Genpass’s records shall be
prima facie evidence of the Currency outstanding and delivered to
the ATMs
from time to time. Genpass shall have the right, in its discretion
to
audit, inspect and settle any Currency from time to time and at any
time,
so as to reconcile all records of Currency held in each of the ATMs.
Genpass may conduct such audit and inspection procedures as it deems
necessary, or as may be required by the regulatory agencies having
responsibility over Genpass’s activities or by Genpass’s external
auditors. Carrier shall provide Genpass such access to the ATMs as
is
necessary for Genpass to conduct its inspection and audit, provided
that
Carrier is compensated for providing such access at agreed upon
rates.
|
|
B.
|
ATM
RECONCILIATION.
Genpass will reconcile each ATM with the Currency load, residual
and
withdrawal information within five (5) days of the date of replenishment.
In the event of a failure to reconcile, Genpass will notify ATM Manager
and Carrier. Failure of the ATM Manager to reconcile the ATM by the
end of
the calendar month in which the failure occurs, the failure to reconcile
will be deemed to be a delinquent account and Genpass may reduce
the
payment of monthly interchange income provided for under the Genpass
Distributor Processing Agreement between Parties in an amount sufficient
to fully cover the failure. Genpass may also offset the amounts due
against any other funds of the ATM Manager on deposit with Genpass
or any
of its affiliates.
|
|
C.
|
RETURN
OF CURRENCY TO GENPASS.
Genpass acknowledges that the Currency deposited with the Carrier
is
intended for distribution to customers using the ATMs which have
been
loaded with the Currency supplied by Genpass. The amount of Currency
provided by Genpass for use in the ATMs is returned to Genpass via
the
transaction processing that occurs pursuant to the Processing Agreement
and is not returned by payments in Currency, except for the Currency
removed from the ATMs by the Carrier and delivered to Genpass at
the
termination of the Agreement. The fees assessed for the use of the
Currency by ATM Manager in the operation of the ATMs shall be based
upon
the actual daily balance of Currency from Genpass to ATM Manager
that is
outstanding. The amount can only be increased by orders for additional
Currency and decreased only by Currency returns or withdrawal
activity.
|
|
D.
|
RESPONSIBILITY
FOR LOSS.
|
|
1.
|
General
Responsibilities
|
|
(a)
|
ATM
Manager and Carrier shall, at all times during the term of this Agreement,
maintain reasonably acceptable systems and procedures consistent
with its
obligations and assumptions of liabilities under this
Agreement.
|
11
|
(b)
|
ATM
Manager, Carrier and Genpass are responsible to promptly notify the
other
parties in writing within 72 hours of becoming aware of a Loss.
|
|
2.
|
Responsibility
for Acts, Omissions or Negligence.
It
is understood and agreed that ATM Manager is responsible for any
Loss that
occurs from the time the Currency is placed in the ATM and until
the
Currency is dispensed to an ATM customer or returned to Genpass.
Carrier
is responsible for any Loss of Genpass’s Currency as a result of a cause
set forth in Exhibit B. The Currency while in the ATM is covered
by
Genpass’s At Terminal insurance.
|
|
3
|
Payment
for Losses.
If
an ATM Manager or Carrier is required, pursuant to an investigation,
to
compensate Genpass for Losses, ATM Manager or Carrier, as applicable,
will
pay the Losses by check or ACH made payable to Genpass within fourteen
(14) days of conclusion of the investigation into the
matter.
|
|
4.
|
Exclusions.
ATM Manager and Carrier will not be responsible for Losses resulting
from
illegal or fraudulent acts of Genpass employees, agents, representatives,
or third-party contractors of
Genpass.
|
|
E.
|
LOSS
PROCEDURES
|
|
1.
|
In
the event of a Loss or a difference, Genpass will provide notice
to ATM
Manager and Carrier’s CSM, as designated by Carrier from time to time, by
telephone (which must be followed up with notice in writing), by
facsimile
(with written confirmation of receipt), by email to an address designated
by the receiving party, or by a written notice mailed in the US mail
by
certified mail, return receipt requested of any claim for Loss within
the
lesser of three (3) business days after discovery of the discrepancy,
or
forty-five (45) days after ATM Service(s) was performed by Carrier.
If the
Loss results in a claim being made by Genpass, the notice of claim
will be
provided to the attention of the President of Carrier within the
lesser of
three (3) business days after discovery of the discrepancy, or forty-five
(45) days after ATM Service(s) was performed by
Carrier.
|
|
2.
|
If
requested by ATM Manager or Carrier, Genpass will make available
to ATM
Manager and Carrier all necessary and available information that
directly
relates to the Loss, and Genpass will use commercially reasonable
efforts
to cause its agents, officers and employees to cooperate with and
assist
ATM Manager and Carrier in the investigation of such Loss, subject
to
applicable law and regulation regarding financial privacy and any
other
applicable law or regulation. Genpass will maintain the records described
below for all ATMs serviced by Carrier and will use its best efforts
to
make such records available to Carrier within seven (7) days after
receipt
of a written request from Carrier and in any event within twelve
(12) days
after receipt of written request.
|
|
(a).
|
As
available, records of ATM activity including, but not limited to,
records
of transaction and ATM activity, ATM network records, error codes
and ATM
vault openings for a reasonable period not to exceed 60 days prior
to and
subsequent to any identified
shortage.
|
|
(b)
|
ATM
and vault balancing records
|
|
(c)
|
All
other pertinent receipts and other paperwork and ATM electronic
information pertaining to an identified shortage.
|
|
(d)
|
As
available, and applicable, alarm access records of alarm by ATM
site.
|
12
|
3.
|
In
the event of a difference or loss, ATM Manager and Carrier will fully
cooperate with Genpass to investigate, and share ATM Manager’s and
Carrier’s internal investigation report regarding any Carrier employee who
had potential access to the Currency. Genpass will fully cooperate
with
ATM Manager and Carrier to investigate the Loss, including sharing
of
Genpass’s internal investigation report with regard to any Genpass
employee having potential involvement in the
Loss.
|
|
4.
|
The
Party responsible for the Loss under this Agreement will make full
payment
of the Loss by check or ACH made payable to Genpass within fourteen
(14)
days of the determination of Loss responsibility. Genpass shall cooperate
by providing information reasonably requested by the insurance Carrier
for
ATM Manager or Carrier.
|
|
F.
|
RESPONSIBLITIES
AT TERMINATION.
Upon termination of this Agreement for any reason, Carrier, ATM Manager,
ATM Owner and Genpass will cooperate to complete the following
activities.
|
| 1. |
Carrier
must remove all Currency from the ATMs of ATM Owner and deliver the
Currency to Carrier’s cash vault.
|
|
2.
|
Carrier
shall provide final terminal balancing activity and reports to Genpass,
ATM Manager and ATM Owner.
|
|
3.
|
Genpass
shall perform a final balance on each ATM and cash
vault.
|
|
4.
|
Upon
agreement by Genpass, ATM Owner, ATM Manager and Carrier that all
ATMs and
cash vaults are in balance, Genpass shall instruct Carrier as to
the
location where the Currency shall be delivered. Carrier will thereafter
deliver the Currency to the designated location. Risk of loss of
the
Currency remains with Carrier until the Currency is accepted by Genpass
at
the designated location. All fees and charges relating to the delivery
of
the Currency to Genpass to Carrier shall be paid in accordance with
Section IV.B.3.
|
|
5.
|
The
fees for the use of the Currency shall be assessed by Genpass until
such
time as Genpass has accepted the final deposit from the Carrier.
|
|
G.
|
NO
CREDITOR RELATIONSHIP.
Entering
into this Agreement does not, nor is it intended to create a
debtor-creditor or lending arrangement or relationship between Genpass
and
any other Party. In consideration of Genpass providing Currency to
the ATM
Manager for the ATMs, ATM Manager agrees to pay Genpass the compensation
determined in accordance with the terms and conditions of this Agreement,
as the same may be amended from time to
time.
|
|
XI.
|
GENERAL
PROVISIONS.
|
| A. |
ACCOUNTING
PRINCIPLES.
Where
the character or amount of any item of income, revenue, costs, expenses
or
similar monetary calculation is required to be determined or other
accounting computation is required to be made for purposes of this
Agreement, this will be done in accordance with appropriate accounting
principles, which shall be consistently
applied.
|
| B. |
ATTORNEYS’
FEES.
If
any dispute arises between or among any of the Parties regarding
any
Party’s rights or obligations pursuant to this Agreement, the prevailing
Party will be entitled to reasonable attorneys’ fees attorneys’ costs,
expert witness fees, and court costs incurred in connection with
litigation.
|
| C. |
COMPLIANCE
WITH LAWS.
Each
Party may rely on the other Parties’ compliance with all applicable laws.
Violation of applicable law by a Party which allows or permits said
Party
to take any action under or pursuant to this Agreement which such
Party
would not otherwise have been able to do or take, shall constitute
a
breach of this Agreement.
|
13
| D. |
ASSIGNMENT.
ATM
Owner, ATM Manager and Carrier may not assign this Agreement. However,
Carrier may assign rights and obligations under this Agreement to
a
parent, an affiliate, or a subsidiary in connection with a merger
or
consolidation of those entities without the consent of the other
Parties.
The Parties further understand and agree that certain of Carrier’s
responsibilities under this Agreement may be performed by its affiliate,
Premium Armored Services, Inc.
|
| E. |
FORCE
MAJEURE.
No
Party shall be liable for a delay in performance hereunder where
the cause
for such delay is beyond the reasonable control of that Party. Such
causes
shall include, without limitation, acts of God; acts of terror; riots;
acts of war; epidemics or pandemics; governmental regulations imposed
after the fact; earthquakes or other disasters (“Occurrence”). Provided,
however, that, where possible, written notice of the cause of the
delay
shall be given by the Party to the other Parties within three (3)
days
after the Occurrence, and further provided that best efforts shall
be made
to restore performance hereunder. If a delay by a Party lasts more
than
five (5) business days, any of the other Parties shall have the right
to
terminate this Agreement with no penalty, early termination fees,
or
liquidated damages applicable.
|
| F. |
| G. |
INFORMAL
DISPUTE RESOLUTION.
Except where emergency injunctive relief is being sought by a party,
no
party shall file a lawsuit without, as a condition precedent, having
exhausted the informal dispute resolution procedures contained in
this
paragraph. Any Party may give another Party notice of any dispute
arising
out of or related to this Agreement which dispute is not resolved
in the
normal course of business. Within fifteen (15) days after delivery
of that
notice, the receiving Party will provide a written response. Within
fifteen (15) days after delivery of the receiving Party's written
response, executives of the Parties who have authority to resolve
the
dispute will meet to attempt to resolve the dispute. All reasonable
requests for information will be honored. If the matter has not been
resolved within forty-five (45) days after the disputing Party's
initial
notice, or if the executives fail to meet within fifteen (15) days
of the
date of the receiving Party’s response, legal action may then be commenced
with respect to the dispute or claim. All negotiations pursuant to
this
paragraph will be confidential and treated as compromise and settlement
negotiations for purposes of all similar rules and codes of evidence
of
applicable legislation and
jurisdictions.
|
| H. |
JURISDICTION.
The Parties hereby irrevocably submit to the nonexclusive jurisdiction
of
any court of the State of Minnesota or the United States of America
sitting in Minneapolis, Minnesota, in any action or proceeding arising
out
of or relating to this Agreement, and the Parties hereby irrevocably
agree
that all claims in respect of such action or proceeding may be heard
and
determined in any such court. The Parties hereby irrevocably waive,
to the
fullest extent they may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding. The Parties
agree
that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment
or in
any other manner provided by law.
|
| I. |
JURY
WAIVER.
EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON
THIS
AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT,
OR ANY COURSE OF DEALING, STATEMENTS, WHETHER VERBAL OR WRITTEN,
OR ACTION
OF OR BY A PARTY.
|
14
| J. |
HEADINGS.
The
headings contained in this Agreement are for convenient reference
only,
and shall not be considered substantive, and shall not affect the
interpretation of this Agreement.
|
| K. |
NON-EXCLUSIVE.
This is not an exclusive agreement. Nothing in this Agreement is
intended
to restrict Genpass or Carrier from entering into similar agreements
with
any third party.
|
| L. |
NOTICES.
Except
as otherwise specified in Article X, Section E.1, any notice
permitted or
required by this Agreement must be in writing and shall be deemed
given
when sent by registered or certified mail, return receipt requested,
or
overnight delivery, and addressed as follows:
|
| Genpass Technologies, LLC | ATM Owner | |
| Name:_________________ | Name:_________________ | |
| Title:_________________ | Title:_________________ | |
| Address:_______________ | Address:_______________ | |
| _______________________ | _______________________ | |
| _______________________ | _______________________ | |
| ATM Manager | Carrier | |
| Name:_________________ | Name:_________________ | |
| Title:_________________ | Title:_________________ | |
| Address:_______________ | Address:_______________ | |
| _______________________ | _______________________ | |
| _______________________ | _______________________ |
|
K.
|
RELATIONSHIP
OF THE PARTIES.
No
joint venture, partnership, agency, employment relationship or other
joint
enterprise is contemplated by this Agreement. No employee or
representative of one of the Parties shall be considered an employee
of
any of the other Parties. In making and performing this Agreement,
the
Parties shall act at all times as independent contractors, and at
no time
shall any Party make any commitments or incur any charges or expenses
for
or in the name of the other Party.
|
|
L.
|
RIGHT
TO AUDIT AND OBTAIN REPORTS.
|
| (1) |
Genpass’s
business operations are regularly audited by (i) various government
agencies having supervisory and regulatory authority over Genpass(the
“Regulatory Authorities”) and (ii) Genpass's own internal auditors.
Genpass is also required to audit its
vendors.
|
| (2) |
ATM
Owner, ATM Manager and Carrier must cooperate with Genpass's efforts
to
meet its regulatory obligations and must comply in a timely manner
with
Genpass’s reasonable requests for documentation and information. ATM
Owner, ATM Manager or Carrier’s refusal or failure to comply is a material
breach of this Agreement. If Genpass reasonably determines that ATM
Owner,
ATM Manager, or Carrier's data security, internal controls, or financial
stability are inadequate and not susceptible to cure within any reasonable
time frame or that an unacceptable risk to Genpass or Genpass's customer's
exists, Genpass may terminate this Agreement by providing written
notice
to ATM Owner, ATM Manager, or Carrier. Genpass will identify its
reasons
for such termination in the notice.
|
15
| (3) |
The
following are deemed reasonable requests of Genpass, with which ATM
Owner,
ATM Manager, and Carrier must
comply:
|
| (a) |
ATM
Owner, ATM Manager and Carrier must make their books, records, and
operations relating to all products and services provided to Genpass
or
Genpass's customers available for audit or inspection by the Regulatory
Authorities, by Genpass, or by Genpass’s independent auditors with at
least two (2) business days’ advance notice from Genpass.
|
| (b) |
Within
five (5) business days of Genpass’s written request, ATM Owner, ATM
Manager or carrier must provide all applicable audit reports, including
but not limited to: performance, financial, internal control and
security
reviews; penetration testing; intrusion detection; and firewall
configuration.
|
| (c) |
If
a deficiency is noted or determined in any such audit report, ATM
Owner,
ATM Manager or Carrier must also provide to Genpass any and all
documentation related to resolution of the audit deficiencies and
the
corrective actions implemented to prevent recurrence of such
deficiency.
|
| (d) |
ATM
Owner, ATM Manager or Carrier must reasonably cooperate with Genpass’s
periodic vendor assessments. Genpass is required on an annual or
semi-annual basis to perform the following vendor
assessments:
|
| 1. |
risk
assessments with respect to the providers of goods and services
for
Genpass's business; and
|
|
2.
|
data
security, internal controls and financial stability of those
providers
commensurate with the level of risk assessed.
|
| (4) |
The
terms of this Section shall survive expiration or termination of
this
Agreement for any reason for at least two (2) years, but in no case
less
than might be required by law or applicable
regulation.
|
|
M.
|
USE
OF NAME.
All Parties agree not to refer to any other Party directly or indirectly
in any promotion or advertisement, any metatag, any news release
or
release to any general or trade publication or any other media without
the
prior written consent of the Party whose information is intended
to be
used, which consent may be withheld at that Party’s sole and complete
discretion.
|
|
N.
|
SEVERABILITY.
If
any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable; this Agreement shall
be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof; and the remaining provisions
of this Agreement shall remain in full force and effect and shall
not be
affected by the illegal, invalid or unenforceable provision or by
its
severance from this Agreement. Furthermore, in lieu of each such
illegal,
invalid or unenforceable provision, there shall be added automatically
as
a part of this Agreement a provision as similar in terms to such
illegal,
invalid or unenforceable provision as may be possible and be legal,
valid
and enforceable.
|
|
O.
|
SUCCESSORS.
Subject to the foregoing, this Agreement shall be binding upon, and
inure
to the benefit or, the successors and permitted assigns of the Parties
hereto.
|
|
P.
|
SURVIVAL.
Any provision of this Agreement that requires performance or grants
a
benefit after termination of the Agreement shall be deemed to survive
the
termination of the Agreement.
|
16
|
Q.
|
ENTIRE
AGREEMENT.
This Agreement, its recitals, and the referenced Exhibits, attachments
and
Schedules, contains the sole and complete understanding of the Parties
with respect to the subject matter hereof and supersedes all prior
agreements relating thereto, whether written or oral, among the
Parties.
|
|
R.
|
AUTHORIZATION.
No
Party hereto shall be legally bound hereunder until this Agreement
has
been signed by a duly authorized representative of each Party
hereto.
|
|
S.
|
EXHIBITS.
|
Exhibit
A
-
Currency Amounts
Exhibit
B
-
Carrier Duties
Exhibit
C
-
Genpass Fees and Charges For ATM Manager
Exhibit
D
- ATM
Locations
Exhibit
E
-
Genpass Fees and Charges For Carrier
Exhibit
F - Service
Level Agreement between ATM Manager and Genpass
IN
WITNESS WHEREOF, the
Parties hereto, by and through their respective duly authorized representatives,
do execute this Agreement as of the year and day first above written by signing
their names in the appropriate place below.
| GENPASS TECHNOLOGIES, LLC | ATM OWNER | |
| By:_____________________ | By:____________________ | |
| Title:___________________ | Title:___________________ | |
| Date:__________________ | Date:__________________ | |
| ATM MANAGER | CARRIER | |
| By:____________________ | By:____________________ | |
| Title:__________________ | Title:___________________ | |
| Date:__________________ | Date:__________________ |
17
EXHIBIT
A
18
EXHIBIT
B
19
CONFIDENTIAL
EXHIBIT
C
20
EXHIBIT
D
21
CONFIDENTIAL
EXHIBIT
E
22
EXHIBIT
F
23