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1 AGENT AGREEMENT This Agent Pro

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									                                        AGENT AGREEMENT

         This Agent Processing Agreement ("Agreement") entered into as of ___________, 20___ by and
between High Risk Merchant Account LLC (hereinafter referred to as "Company"), located at 6534 The
Hideout, Lake Ariel, PA 18436 and _______________________________________________________
(hereinafter referred to as "Agent"), located at _______________________________________________
shall set forth the terms and conditions under which Company and Agent shall transact business.

        Whereas, Agent engages in the business of marketing services to business entities that accept
Cards (as hereinafter defined) as payment for goods and services; and

       Whereas, Company presently provides Merchant Card Services (as hereinafter defined) to
merchants through bank(s) that are members of the Card Associations (as hereinafter defined); and

        Whereas, Company wishes to expand its market share by retaining Agent to assist in marketing
its Merchant Card Services; and

      Whereas, Agent wishes to undertake certain duties and responsibilities for marketing Company’s
Merchant Card Services,

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

                                      SECTION 1 – DEFINITIONS

1.0     Except as otherwise indicated, and unless the context otherwise clearly requires, the following
terms shall have the following meanings in all parts of this Agreement and the Addendums hereto:

        (a)      “Card” means (i) a valid credit or debit card in the form issued under license from Visa
U.S.A., Inc. or Visa International, Inc. (collectively “Visa”) or MasterCard International, Inc.
(“MasterCard”) or (ii) any other valid credit card charge card or debit card accepted by Merchant with
Company’s prior written approval.

        (b)     “Card Association” means Visa U.S.A., Inc. MasterCard International, Inc. or any other
Card Issuers that provide cards that are accepted by Merchant by agreement with member Bank and
Company.

      (c)      “Member Bank” means any member of Visa and/or MasterCard that has registered
Company as its agent to provide Merchant Card Services.

      (d)    “Merchant” means each person or entity solicited by Agent and with which Company and
a Member Bank enter into a Merchant Agreement as a result of such solicitation.

      (e)     “Merchant Account” means a specific and unique numbered account established by
Company for the processing of a Merchant’s Card Transactions.

       (f)      “Merchant Agreement” means any agreement in effect by and among Company, a
Member Bank and a Merchant that has been solicited by Agent under this Agreement, and shall include
any application required to determine if a person or entity will be accepted as a Merchant.

         (g)      “Merchant Card Services” means the operations relating to the acceptance, processing
and collection of Transactions on behalf of Merchants by Company. Such operations include, but are not
limited to, solicitation of prospective Merchants, credit review and approval of Merchants, clearing and
settlement of Transactions, customer services and chargeback and retrieval services.
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      (h)    “Merchant Program” means the operations, policies and procedures as established by a
Member Bank and Company for the processing and settlement of Card Transactions for Merchants.

         (i)    “Merchant Program Standards” means the written policies and procedure that may be set
forth from time to time by Member Bank and Company to govern the operations of the Merchant
Program, including credit and other standards to be used by Agent in the solicitation of prospective
merchants and policies and procedures to ensure that relationships with Merchants are satisfactory and
that the Merchant Program is maintained in a financially safe and sound manner.

        (j)      “Policies” means the written rules, policies, and procedures that may be set forth and
modified from time to time by Company to govern the conduct of Agent in the performance of Agent’s
duties under this Agreement.

       (k)      “Revenue” means all monies realized by Company from Card Transactions that are
charged to Merchants. The definition of Revenue shall cause Agent to be paid all monies derived from
the Merchants it submits to Company under this Agreement, including, but not limited to, annual fees,
mid qualified, non qualified, interchange reimbursements and credit fees.

         (l)     “Rules” means the rules and regulations of the Card Associations, as they may exist from
time to time and the rules and regulations of any debit network or federal or state department or agency
having jurisdiction over the activities of a Member Bank, Company or Agent.

       (m)     “Sales Person” means each individual that has been identified by Agent and is managed
by Agent to provide Merchant Card Services for Company under the terms of this Agreement.

        (n)     “Transaction” means any sale of goods or services, or credit for such, from a Merchant
for which the customer makes payment through the use of any Card and which is presented to a Member
Bank for collection.

                        SECTION II – MERCHANT PROGRAM MARKETING


2.1     Marketing Duties of Agent. Agent shall identify prospective Merchants that Agent believes will
meet Merchant Program Standards. Agent will obtain all information and documentation required by
Merchant Program Standards and any other information and documentation that the Member Bank or
Company may reasonably require.
2.2     Use of Merchant Agreements. Agent shall use only that form of Merchant Agreement and
Merchant Applications that have been approved and supplied by Company for Agent’s use with the
Merchant Program. Agent shall not make any changes or modifications to any merchant Agreement
without the prior written consent of Company.
2.3     Approval of Merchant Agreements. Agent acknowledges that all Merchant Agreements are to be
approved by Company and by Member Bank, at its sole discretion, and will become effective only upon
such approval. Therefore, Agent will not make any promise to or create any impression with a
prospective Merchant that its Merchant Agreement will be approved prior to Member Bank’s review and
approval.

                         SECTION III – EXPENSES AND COMPENSATION

3.1     Expenses. Agent shall be responsible for payment of all expenses relating to its performance of
this Agreement and Company shall have no obligation whatsoever to reimburse Agent for any expenses
incurred by Agent in connection with this Agreement. Further, Agent shall be solely responsible for
determining whether payment will be made for expenses of any Sales Person and shall be solely liable for
any such payment.
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  3.2     Compensation During Agreement Term. Company shall pay to Agent a monthly commission
  based upon charges billed by Company during the previous month for all Merchants which were referred
  to Company by Agent. The Agent's commission shall be 50% of all net revenue generated by all the
  accounts in Agent Portfolio and shall be paid by Company to Agent upon receipt by Company of funds
  from the processing bank. Company shall provide Agent with a copy of each monthly billing to each
  merchant in support of the commission due and payable to Agent. Agent shall have no liability for losses,
  chargebacks, uncollected fees, expenses, or any other items relating to the merchants and such amounts
  may not be used to reduce the compensation payable to Agent under this Agreement.

  3.3       Compensation Upon Termination. Upon termination, expiration or cancellation of this
  Agreement, Agent shall receive payments under section 3.2 for so long as any Merchants are still
  processing with and producing Revenue for Company. Under no circumstances shall Agent be liable to
  Company with respect to the subject matter of this Agreement under any contract, negligence, strict
  liability or other legal or equitable theory for any amounts in excess of the residuals and commission due
  to Agent under this Agreement.


                           SECTION IV – REPRESENTATIONS AND WARRANTIES

  4.1         Both Agent and Company represent and warrant to the other as follows:

          (a)     They have the full power and authority to execute, deliver and perform this Agreement.
  This Agreement is valid, binding and enforceable against them in accordance with its terms and no
  provision requiring their performance is in conflict with their obligations under any charter or any other
  agreement (of whatever form or subject) to which they are a party or by which they are bound.

          (b)      They are duly organized, authorized and in good standing under the laws of the state of
their organization and is duly authorized to do business in all other states in which they do business,
including marketing of the Merchant Program, make such authorization necessary or required.

  4.2     Obligations of Company. Company represents and warrants it shall provide the following
  services under this Agreement:

        (a)              Use its best efforts to provide a collections and fraud monitoring service;

        (b)              Provide settlement services to Merchants;

      (c)            Attempt to inform Agent of any changes or problems in the status of any of its
  merchant accounts including risk problems, withholding of funds, restrictions in merchant processing,
  closures of merchant account either by Company or directly by merchant;

      (d)              Use its best efforts to direct to Agent all of Agent’s own Merchants’ inquiries
  regarding pricing, additional services or new equipment;

     (e)             Use its best efforts to involve Agent in merchant service issues if Company cannot
  immediately resolve the issue;

      (f)            Notify Agent of any changes in Company pricing, application underwriting or any
  other change which materially changes the merchant services program;

        (g)              Use its best efforts to provide Agent with real time access to Merchant’s processing


                                                          3
    records to allow Agent to assist merchants.

     (h)               Not restrict Agent’s ability to structure, modify or revise any revenue streams
including without limitations, authorization and transaction fess, batch header fees, voice authorization
fees, retrieval fees, chargeback fees, statement fees, discount fees (qualified, mid-qualified, non-qualified
fees and minimum discount fees) and miscellaneous fees as long as Agent’s actions do not conflict with
the terms of any Merchant Agreements or Company policies and procedures. Agent shall be authorized
to waive cancellation, annual and other fees.

                      SECTION V – NON-SOLICITATION; NON-COMPETITION

5.1    Non-Exclusive Services. During the term of this Agreement, Agent shall have the right to submit
merchants and merchant applications to Company on a non-exclusive basis.

5.2       Non-Solicitation of Merchants. Agent shall not solicit Merchants to move to another processor so
long as Company is paying Agent the required residuals under this Agreement. However, if Company
fails to pay Agent the residuals as set forth above, then Agent my move the Merchants to any processor
that it chooses, in its sole discretion. Notwithstanding the foregoing provisions, if, without any action or
conduct, direct or indirect, by Agent, any Merchant(s) initiates, a request that its credit card processing
services be moved from Company then any such involvement by Agent in moving such a Merchant from
Company shall not be a violation of this section or any other part of this Agreement. Also, Agent may
obtain additional merchant accounts for Merchants and it shall not be a violation of this Agreement.

5.3       Company Non-Solicitation. Company shall not directly communicate with any merchant
introduced to Company by Agent or offer any merchant referred to Company by a merchant submitted by
Agent under this Agreement with respect to any product offerings of Company without the prior written
consent of Company. All merchants that are submitted by Agent under this Agreement and all merchants
or affiliates referred to Company by such merchants that request additional merchant accounts or related
good and services shall be referred to Agent for providing said items. During the period that this
Agreement is in effect and for the five (5) year period immediately following termination, expiration or
cancellation of this Agreement, the parties shall not directly or indirectly through another entity call on,
solicit, or take away or attempt to call on, solicit, or take away any employee, agent, affiliate relationship,
referral partner, lead source or affiliate bank of the other party to the Agreement in order to induce or
attempt to induce such person to cease doing business with the other party or its subsidiaries.

                               SECTION VI – TERM AND TERMINATION

6.1      Term. The initial term of this Agreement shall be for a period of two (2) years, commencing on
the date first set forth above. This Agreement shall thereafter be automatically renewed for additional
terms of one (1) year each unless either party notifies the other no later than thirty (30) days prior to the
end of the current term that it does not wish to renew this Agreement.

6.2     Default. Either party shall have the right to terminate this Agreement at any time if the other
party breaches any material provisions of this Agreement and fails to cure such breach within thirty (30)
days of its receipt of written notice thereof from the non-breaching party.

                      SECTION VII – ADDITIONAL TERMS AND CONDITIONS

7.1      Sale of Portfolio. Agent may sell its right to receive compensation under this Agreement to any
party it chooses in its sole discretion. Agent agrees that if the Agent receives a bona fide offer to
purchase some or all of the Agent’s interest in its rights to revenue under this Agreement, Agent will
notify Company of the terms of such offer in writing. Company is hereby granted the right of first refusal
to purchase Agent’s rights to revenues at a price and on such terms equal to the offer. Company may
exercise its right of first refusal by giving written notice of such election to the Agent within thirty (30)
                                                       4
days of Company’s receipt of the notice. If Company does not exercise its option within such period, the
right of the first refusal shall terminate with respect to that specific offer only and Agent may sell the
portfolio so offered.

7.2      Relationship of Parties. Company and Agent are independent contractors hereunder and their
relationship should not be construed as any other form of employer/employee relationship or partnership.
Company intends no contract of employment, express or implied, with either Agent or any Sales Person,
and Agent and Sales Persons shall make no representations to the contrary. Neither Agent nor any Sales
Person has obtained any right to employment or compensation as an employee or any other benefits of an
employee by way of this Agreement.

7.3     Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused,
unless such waiver or consent shall be in writing and signed by the party claimed to have waived or
consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or
implied, shall not constitute a consent to waiver of, or excuse for any different or subsequent breach.

7.4      Assignment. Neither party shall assign, delegate, subcontract, license, franchise, or in any
manner attempt to extend to any third party any right or obligation under this Agreement.
Notwithstanding any other provision in this Agreement, if Company sells its portfolio of merchants or its
right to compensation for the merchants submitted by Agent to Company, Company or the purchaser
must continue to fulfill Company’s obligations under this Agreement, including, but not limited to,
Company’s obligation to pay compensation and residuals to Agent and even if Company is no longer
being paid a monthly residual due to any such sale Company must still continue to pay Agent the
residuals under this Agreement.

7.5     Notices. All notices and other communications required or permitted under this Agreement shall
be in writing and given by personal delivery with a signature required from the principal of the party
served (confirmed by an e-mailed copy ) sent to the addressed set forth above.

7.6     Severability; Section Headings. The section headings contained in this Agreement are for
convenient reference only, and shall not in any way affect the meaning or interpretation of this
Agreement. The invalidity of any section or subsection hereof shall not affect the validity of any other
section or subsection hereof.

7.7      Conterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
The signatures to this Agreement may be evidenced by facsimile copies reflecting the party’s signature
hereto, and any such facsimile copy shall be sufficient to evidence the signature of such party as if it were
an original signature.

7.8      Entire Agreement; Binding Effect. This Agreement including all schedules, exhibits and
attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of
the subject matter contained herein, and supersedes all prior agreements, promise, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any officer,
partner, employee or representative of any party hereto. No amendment or modification to this
Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by
both parties. This Agreement shall be binding upon and shall inure only to the benefit of the parties
hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement,
any rights or remedies under or by reason of this Agreement.

7.9     Attorney’s Fees; Jurisdiction: Venue; Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of PA (irrespective of its choice of law principles).
The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or

                                                      5
based upon this Agreement or the business relationship between the parties hereto shall be brought in
federal or state court in Pennsylvania. Each party hereby agrees that such courts shall have
exclusive personal jurisdiction and venue with respect to such party, and each party hereby
submits to the exclusive personal jurisdiction and venue of such courts. Should suit be brought
to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover
its reasonable attorney’s fees and costs, including expert witness fees and fees on any appeal.

        IN WITNESS WHEREOF, this Agreement is executed by duly authorized officers of the
parties and shall be effective as of the date first above written.



   High Risk Merchant Account, LLC              Agent


   By:_______________________                   By: _______________________
   Title:___________________                    Title:_____________________
   Name:_________________                       Name:___________________
Date:_________________                          Date:___________________




                                                  6
Form
(Rev. October 2007)
                                       W-9                                          Request for Taxpayer                                                                 Give form to the
                                                                                                                                                                         requester. Do not
Department of the Treasury
                                                                          Identification Number and Certification                                                        send to the IRS.
Internal Revenue Service
                                       Name (as shown on your income tax return)
See Specific Instructions on page 2.




                                       Business name, if different from above
           Print or type




                                       Check appropriate box:       Individual/Sole proprietor          Corporation         Partnership
                                                                                                                                                                           Exempt
                                          Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)                     payee
                                           Other (see instructions)
                                       Address (number, street, and apt. or suite no.)                                                        Requester’s name and address (optional)


                                       City, state, and ZIP code


                                       List account number(s) here (optional)


       Part I                                Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid                                                     Social security number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.                                                                   or
 Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose                                                          Employer identification number
 number to enter.
      Part II                                Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
    Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
    notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.

Sign                                       Signature of
Here                                       U.S. person                                                                                     Date

General Instructions                                                                                                 Definition of a U.S. person. For federal tax purposes, you are
                                                                                                                     considered a U.S. person if you are:
Section references are to the Internal Revenue Code unless
otherwise noted.                                                                                                     ● An individual who is a U.S. citizen or U.S. resident alien,
                                                                                                                     ● A partnership, corporation, company, or association created or
Purpose of Form                                                                                                      organized in the United States or under the laws of the United
A person who is required to file an information return with the                                                      States,
IRS must obtain your correct taxpayer identification number (TIN)                                                    ● An estate (other than a foreign estate), or
to report, for example, income paid to you, real estate                                                              ● A domestic trust (as defined in Regulations section
transactions, mortgage interest you paid, acquisition or                                                             301.7701-7).
abandonment of secured property, cancellation of debt, or
                                                                                                                     Special rules for partnerships. Partnerships that conduct a
contributions you made to an IRA.
                                                                                                                     trade or business in the United States are generally required to
   Use Form W-9 only if you are a U.S. person (including a                                                           pay a withholding tax on any foreign partners’ share of income
resident alien), to provide your correct TIN to the person                                                           from such business. Further, in certain cases where a Form W-9
requesting it (the requester) and, when applicable, to:                                                              has not been received, a partnership is required to presume that
  1. Certify that the TIN you are giving is correct (or you are                                                      a partner is a foreign person, and pay the withholding tax.
waiting for a number to be issued),                                                                                  Therefore, if you are a U.S. person that is a partner in a
                                                                                                                     partnership conducting a trade or business in the United States,
   2. Certify that you are not subject to backup withholding, or                                                     provide Form W-9 to the partnership to establish your U.S.
   3. Claim exemption from backup withholding if you are a U.S.                                                      status and avoid withholding on your share of partnership
exempt payee. If applicable, you are also certifying that as a                                                       income.
U.S. person, your allocable share of any partnership income from                                                        The person who gives Form W-9 to the partnership for
a U.S. trade or business is not subject to the withholding tax on                                                    purposes of establishing its U.S. status and avoiding withholding
foreign partners’ share of effectively connected income.                                                             on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to                                                         conducting a trade or business in the United States is in the
request your TIN, you must use the requester’s form if it is                                                         following cases:
substantially similar to this Form W-9.
                                                                                                                     ● The U.S. owner of a disregarded entity and not the entity,
                                                                                                         Cat. No. 10231X                                               Form   W-9   (Rev. 10-2007)
 VOIDED BUSINESS CHECK




            ATTACH HERE




BANK NAME____________________________________

BANK PHONE__________________________________

ROUTING # ____________________________________

ACCOUNT #____________________________________




                 FAX TO:
         1 (877) 493-4622

								
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