BPPR Compensation Clause Samples
BPPR Compensation. BPPR shall be entitled to (i) the BPPR Sponsorship Fees, (ii) the BPPR Referral Compensation and (iii) a fee for fraud monitoring services; provided, that, in the case of clause (iii) of this Section 6.4, (A) BPPR shall only be entitled to such fee to the extent such service is rendered by BPPR for EVERTEC and (B) such fee shall be reasonably established between EVERTEC and BPPR, based on BPPR’s standard interdepartmental cost allocation procedures as of the Effective Date. EVERTEC in its sole discretion may terminate the provision of any fraud monitoring service provided by BPPR pursuant to Section 3.5. From and after the second anniversary of the date hereof, the fees set forth in clauses (ii) and (iii) of the first sentence of this Section 6.4 shall be adjusted annually on each yearly anniversary date of this Agreement for changes in the CPI after the date hereof; provided, that any such adjustment shall not exceed 5% per annum.
BPPR Compensation. (a) BPPR shall be entitled to the BPPR Sponsorship Fees no later than January 15 of each year (or such other date as may be agreed in writing by BPPR and EVERTEC).
(b) Commencing on the first full month after the Effective Date, EVERTEC will pay BPPR, within twenty (20) Business Days after the end of any month, a monthly revenue sharing compensation fee (the “MAB Revenue Sharing”) calculated by multiplying the MAB Adjusted Revenue by the applicable percentage set forth on Schedule 6.4.
(c) Commencing on the first full month after the Effective Date, EVERTEC will pay BPPR, within twenty (20) Business Days after the end of any month, a monthly revenue sharing compensation fee (the “P2B Revenue Sharing”) calculated by multiplying P2B Adjusted Revenue by the applicable percentage set forth on Schedule 6.4.
(d) Illustrative calculations of MAB Adjusted Revenue and P2B Adjusted Revenue, in each case for the 12-month period ended on December 31, 2020 and for the 9-month period ended on September 30, 2021, are set forth in Exhibit E.
(e) EVERTEC will not incentivize (whether economically or otherwise) commercial customers, including Merchants or potential Merchants, or EVERTEC’s Personnel to migrate any P2B transaction traffic to other financial institutions or other Channels (as defined in the ATH Network Agreement) in which BPPR does not have P2B Revenue Sharing (as defined in the ATH Network Agreement) or MAB Revenue Sharing or promote such other financial institutions or other Channels in a manner that is targeted to negatively impact BPPR’s P2B Revenue Sharing or MAB Revenue Sharing or designed to promote such alternatives to the detriment of BPPR.