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EXHIBIT 10.2
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REFERRAL AGREEMENT
COMCHEK CASH FUND DISTRIBUTION SERVICE
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THIS AGREEMENT is made and entered into as of the 11th day of November,
1999, by and between Comdata Network, Inc. d/b/a Comdata Corporation, a Maryland
corporation, by and through its Payment Services Division with its principal
offices at 0000 Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("Comdata") and
Pinnacle Business Management with its principal offices at 0000 Xxxx Xx Xxx
Xxxx, Xxxxxxxxxx, XX 00000 ("Company").
WITNESSETH:
WHEREAS, Comdata has developed, offers and operates a funds distribution
service (the "Service"), which may be used by companies to distribute wages or
salaries to employees, expense reimbursement funds or such other funds to
persons entitled to such funds as may be approved by Comdata, by means of the
Comchek eCash Card (the "Card"), which has access to the CIRRUS ATM Network and
the Maestro POS Debit Network (the "Networks"). The Cards are issued by First
American National Bank ("Issuing Bank"), a Cirrus and Maestro Member; and
NOW THEREFORE, for and in consideration of the premises and the mutual
covenants and promises contained herein, the receipt and sufficiency of which
are hereby acknowledged, Comdata and Company agree as follows:
1. REFERRALS. Comdata hereby grants to Company the right to refer, and
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Company hereby agrees to use reasonable efforts to refer, Prospective
Customers to Comdata, subject to the terms and conditions o this Agreement.
Company shall refer Prospective Customers to Comdata using Card
applications bearing the identification number assigned to Company by
Comdata, which applications shall be sole identification of the source of
the Prospective Customers referred by Company to Comdata for purposes of
determining whether Company is entitled to receive referral fees pursuant
to Section 6.
2. TRAINING. Comdata will provide, and at least one employee of Company
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must attend and complete, an initial training program relating to the Card
and the methods, procedures, and requirements for referring Prospective
Customers to Comdata prescribed by Comdata and Issuing Bank. Comdata, in
its discretion, may provide additional training programs for attendance by
employees of Company.
3. MANUAL. During Comdata's initial training program, Comdata will deliver one
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(1) copy of a manual which sets forth the methods, procedures, and
requirements for referring Prospective Customers to Comdata prescribed by
Comdata and Issuing Bank ("Manual") to Company for use by its employees
during the term of this Agreement. Comdata may amend the Manual to provide
new and revised methods, procedures, and requirements for referring
Prospective Customers to Comdata by delivery of such new pages, replacement
pages, addenda, or revised copies to Company as Comdata shall determine to
be appropriate. Company must refer Prospective Customers to Comdata in
accordance with methods, procedures, and requirements set forth in the
Manual.
4. PROMOTION. Comdata will provide to Company brochures, direct mail pieces,
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customer agreement forms, and other similar materials pertaining to the
Service and the Card for Company's distribution to Prospective Customers.
Company must not advertise or promote the Service and Card other than by
the distribution of such materials and by telephone conversations and
personal meetings with the owners and employees of Prospective Customers.
5. REFERRAL FEES. Company will be entitled to receive referral fees during the
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term of this Agreement as set forth on Exhibit A, which is attached hereto
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and incorporated herein by this reference, except as otherwise provided
herein. If Company terminates the term of this Agreement, Company shall not
be entitled to receive such referral fees after the term of this Agreement.
Payments of such referral fees will be made not later than the twenty (20)
day of each month for the previous month's fees.
6. CONFIDENTIAL INFORMATION. All methods, procedures, requirements, and other
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business and technical information disclosed to Company by Comdata during
the term of this Agreement, whether in the Manual or otherwise, constitute
confidential information of Comdata and are disclosed to Company in
confidence. Company must hold such confidential information in strict
confidence, take all reasonable precautions to prevent the same from
reaching third persons, not disclose the same to third persons without
Comdata's prior written approval, and make no other use of the same except
to refer Prospective Customers to Comdata. Company acknowledges that the
originals and all copies, whether made by Comdata or Company, of the Manual
and all other writings and documents containing such confidential
information are the personal property of Comdata and agrees to promptly
return such originals and copies to Comdata upon the expiration or
termination of the term of this Agreement.
7. RELATIONSHIP OF PARTIES. Company must not represent or hold itself out as
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an agent, legal representative, partner, subsidiary, joint venturer, or
employee of Comdata or Issuing Bank. Company has no right or power to bind
or obligate Comdata or Issuing Bank and must not bind or obligate Comdata
or Issuing Bank in any way, manner, or thing whatsoever, nor represent that
Company has any right to do so. Company must not use any trademark, service
xxxx, trade name, or other commercial symbol of Comdata, Issuing Bank, or
CIRRUS OR Maestro in any manner.
8. NETWORK RULES AND REGULATIONS. Comdata and Company each acknowledges that
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this Agreement is subject to and governed by the bylaws, rules, and
regulations of the CIRRUS AND MAESTRO Networks ("Network Rules"). In case
of any conflict between the Network Rules and this Agreement, the Network
Rules will control, and this Agreement will be deemed amended to conform
with the Network Rules.
9. TERM OF AGREEMENT. The term of this Agreement shall be for a period of one
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(1) year, commencing as of the date set forth above, unless terminated
sooner as provided elsewhere in this Agreement.
10. NON-ASSIGNMENT. Company must not assign, transfer, or encumber this
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Agreement, or any right or interest herein or hereunder, or suffer or
permit any such assignment, transfer, or encumbrance to occur by operation
of law.
11. TERMINATION. The term of this Agreement will terminate automatically if (a)
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either party becomes insolvent, (b) the Networks prohibit Comdata from
providing services related to the Card, (c) Issuing Bank ceases to be a
Network Member, (d) the term of the Agreement between Comdata and Issuing
Bank pertaining to the issue of Cards expires or terminates, or (e) the
Networks prohibit this Agreement.
12. NON-COMPETITION. During the term of this Agreement, Company must not engage
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in, or enter the employment of, or render services to any person,
partnership, association, corporation, or other entity or enterprise
engaged in, any funds distribution service featuring any cards which are
competitive with the Card.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
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understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior negotiations, commitments, representations,
and undertakings of the parties with respect to such subject matter.
14. AUDITS AND REVIEWS. Comdata and Issuing Bank, and their designees have the
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right to conduct procedural audits and reviews at any time to assure that
Company is in compliance with this Agreement, the Manual, the Network
Rules, and all applicable laws and regulations.
15. WAIVERS. The failure of Comdata to exercise any right, power, or option
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give to it hereunder or to insist upon strict compliance with the terms
hereof will not constitute a waiver of the terms and conditions of this
Agreement with respect to any other subsequent breach thereof nor a waiver
of its right at any time thereafter to require exact and strict compliance
with all the terms and conditions hereof.
16. APPLICABLE LAW. This Agreement, and the rights and obligations of the
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parties hereto, will be construed under and in accordance with the local
laws of the State of Tennessee without reference to the choice of law rules
of such state.
17. NOTICES. Any notice required to be given hereunder must be given in writing
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by personal delivery, or by certified or registered mail, return receipt
requested, directed to the party at its last know address.
18. SEVERABILITY. If any provision of this Agreement is declared invalid or
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inoperable by any court or other governmental authority of competent
jurisdiction, such finding will not invalidate the remainder of this
Agreement.
19. MODIFICATION. This Agreement cannot be modified except by a writing signed
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by the parties.
20. PARTIES BOUND. This Agreement will be binding on and inure to the benefit
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of Comdata, including its successors and assigns.
The parties hereunto have duly executed, sealed and delivered this Agreement,
in duplicate, on the applicable day and year which appears below.
COMPANY COMDATA NETWORK, INC.
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By: By:
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Title: Title:
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EXHIBIT A
REFERRAL FEES
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The schedule for the referral fees to which the Company is entitled to receive
is as follows:
The referral fee will begin 60 days from the first transaction date of each
account. The referral fee will be paid to customer each month by check. The
referral fee for each account will remain in place for a period of one year from
the initial measurement date. The referral fee will be as follows:
APPLICATION GROSS FEE REFERRAL FEE
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REBATE AMOUNT
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Load Fee $ 1.50 $ .25
Draft Withdrawal $ 1.50 $ .25
ATM Withdrawal $ 1.50 $ .25
ATM Balance Inquiry $ 1.50 $ .25
ATM Transaction Decline $ 1.50 $ .25
Maestro P.O.S. Debit Transaction $ 1.00 $ .10
Answer Plus Phone Service $ 0.20/min. $ .01
Customer Initials:
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Date:
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