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SecureNet Channel Partner Agreement Page 1 of 4

CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (the “Agreement”) is made and entered into as of the later of the two signature dates below (the
“Effective Date”) by and between SECURENET PAYMENT SYSTEMS LLC (“SECURENET”) a Maryland Limited Liability
Company whose principal place of business is 9715 Key West Avenue, Suite 330, Rockville, Maryland 20852 (“SecureNet”), and the
company listed below as the Channel Partner.

WHEREAS, SecureNet offers to merchants credit card transaction processing and payment gateway services, as well as a host of
value added services, as more fully described herein and at www.securenet.com (the “Site”), as such descriptions may be changed by
SecureNet from time to time. The credit card transaction processing and payment gateway services, value added services and any new
service that SecureNet may subsequently offer to Resellers shall be collectively referred to as the “SecureNet Services”.

Where as, the Channel Partner wishes to provide SecureNet with merchant referral services,

Now, therefore, in consideration of the mutual promises contained herein, IT IS AGREED as follows:

1. ENGAGEMENT AND OBLIGATIONS: the Channel Partner agrees to solicit merchant referrals from its
existing and future account base upon the terms and conditions set forth herein.
1.1 The Channel Partner will list SecureNet on its preferred vendor list to all registered end users as a provider of bankcard services.
1.2 The Channel Partner will include SecureNet provided materials in mailings to its merchant customers, subject to
the approval by
Channel Partner. SecureNet agrees that all materials provided shall comply with all applicable laws, rules and regulations.
Except as otherwise provided herein, the Channel Partner may refer any eligible merchant, who does not have an existing
contract for bankcard processing services with SecureNet and is an existing merchant customer of the Channel Partner. The
Channel Partner agrees that once a merchant customer has been identified as having an existing contract with SecureNet, all
solicitation efforts to obtain a referral shall immediately be discontinued.
1.4 The Channel Partner shall not employ any subcontractors for the performance of services hereunder without the
express written authorization of SecureNet.
1.5 The Channel Partner shall comply with all policies and procedures of SecureNet provided herein, and relating
to the solicitation of merchant referrals.
1.6 For any referral, the Channel Partner will provide SecureNet a list of Referrals as seen on Exhibit A. The
Channel Partner will not accept any compensation from referred merchants in consideration for such referral. The
Channel Partner will not receive any referral compensation for any merchant that SecureNet is currently doing business
with.
1.7 The Channel Partner agrees to indemnify and hold harmless SecureNet, its officers, directors, employees,
successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs,
damages, settlements, fees including attorneys fees and obligations and any kind, type and description whatsoever,
brought or imposed upon SecureNet, its officers, directors, employees, successors or assigns, jointly or severally relating
to or arising out of any negligence, fraud, misrepresentation of wrongdoing by The Channel Partner in connection with
the performance of this Agreement. SecureNet agrees to indemnify and hold harmless The Channel Partner, its officers,
directors, employees, successors and assigns from any and all liabilities, including but not limited to, claims, demands,
actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and
description whatsoever, brought or imposed upon The Channel Partner, its officers, directors, employees, successors or
assigns jointly or severally relating to or arising out of any negligence, fraud, misrepresentation of wrongdoing by
SecureNet in connection with performance of this Agreement.
1.8 The Channel Partner shall not submit to SecureNet any merchant referral that contains any information known
by The Channel Partner to be false or misleading, or for a merchant referral known by The Channel Partner to be
ineligible for such contract under the written policies and procedures of SecureNet.
1.9 In the event that this Agreement is terminated by SecureNet at any time within the first ninety (90) days after
the date hereof with of without cause, SecureNet shall have no obligation to pay any further compensation to The
Channel Partner, and anything in this Agreement to the contrary notwithstanding, The Channel Partner shall have the
right to solicit those merchants whose contracts with SecureNet were obtained by The Channel Partner to terminate such
contracts and The Channel Partner shall have no liability to SecureNet by reason of such solicitation and termination,
provided, however, that such waiver of liability shall not apply if such solicitation includes any false or defamatory
statements concerning SecureNet, or any employees thereof.
2. CONFIDENTIALITY AND NONDISCLOSURE:
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2.1 Each Party that receives confidential information (the “Receiving Party”) from the other Party (the “Disclosing
Party”) agrees to use reasonable best efforts to protect all non-public information and know-how of the Disclosing Party
that is either designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding
disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), and in any
event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature.
Each Party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each
Party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the
ordinary course of its business.
2.2 EXCLUSIONS: The foregoing restrictions will not apply to any information that: (a) the Receiving Party can
document it had in its possession prior to disclosure by the Disclosing Party, (b) was in or entered the public domain
through no fault of the Receiving Party, (c) is disclosed to the Receiving Party by a third party legally entitled to make
such disclosure without violation of any obligation of confidentiality, (d) is required to be disclosed by governmental or
judicial order, requested in response to legal or governmental inquiries, or disclosed in connection with judicial and/or
arbitral proceedings between the Parties, in which case the Party so requested shall give the other Party prompt written
notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment or (e)
the Receiving can document was independently developed by the Receiving Party without reference to any Confidential
Information of the Disclosing Party. Upon request of the Disclosing Party, the Receiving Party will return to the other all
materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information of
the other Party. Each Party acknowledges that breach of this provision by it may result in irreparable harm to the other
Party, for which money damages may be an insufficient remedy, and therefore that the other Party will be entitled to seek
injunctive relief to enforce the provisions of this Section 2.
3. OTHER AGREEMENTS: The Channel Partner represents that the solicitation by The Channel Partner of any
merchant referrals to enter into merchant processing agreements with SecureNet and the execution of such agreements is
not prohibited by or in breach or violation of any agreements to which The Channel Partner is a party and is not in
breach of any obligation or duty owed to any other person or entity.
4. NON-SOLICITATION: In consideration for the compensation provided for herein, without the prior written
consent of SecureNet, The Channel Partner shall not directly or indirectly, whether or not for compensation, engage in
any business activity, or have any interest in any person, firm, corporation, partnership or business (whether as an
employee, shareholder, proprietor, officer, director, agent, security holder, trustee, partner, consultant or creditor lending
money for the purpose of establishing or operating any such business) that (a) induces or attempts to induce, directly or
indirectly, any merchant to modify or terminate such merchant’s business association with SecureNet or (b)interferes
with, disputes or attempts to disrupt any present business relationship, contractual or otherwise, between SecureNet and
any merchant client, supplier, consultant, agent or employee of SecureNet. The provisions of this paragraph shall survive
the termination of the Agreement.
5. REMEDIES: The parties acknowledge that any disclosure of the information as applicable, in contravention of
this Agreement will cause immediate, irreparable and continuing damage to the non-disclosing party for which there is
no adequate remedy at law. Consequently, the parties acknowledge and agree that in the event of any breach of violation
or threatened breach of violation of the Confidentiality provisions of Section 2 of this Agreement, the non-disclosing
party and its respective successors and assigns shall be entitled to temporary, preliminary and permanent injunctive relief
and restraints enjoining and retraining such breach or violation or threatened breach or violation and such other legal and
equitable remedies as may be provided by applicable law (without the necessity of posting any bond or other security),
including damages, costs of suit and attorneys’ fees.
6. COMENSATION: SecureNet agrees to pay The Channel Partner a percentage of profits generated on monthly
MasterCard, Visa, Discover and American Express transactions for each referred merchant when The Channel Partner
qualifies for one of the following Partnership levels:
6.1 Gold Level: The Channel Partner will receive a thirty (30) percent profit share on all referred accounts during
the calendar quarter if the Channel Partner refers sixty-one (61) or more merchant accounts that are boarded by
SecureNet’s underwriting department. This Profit Sharing program is calculated based on quarterly MasterCard, Visa
Discover and American Express transaction profits for each of the referred merchants. The Channel Partner is required
to board at least sixty-one (61) merchant accounts on a quarterly basis to maintain Gold Level status. If the Channel
Partner stops providing SecureNet with merchant referrals for more than one full calendar quarter this profit sharing
agreement will end effective immediately, unless otherwise agreed upon with prior written consent. Calendar Quarters
are established as follows: QUARTER ONE- January, February, March; QUARTER TWO- April, May, June;
QUARTER THREE- July, August, September; QUARTER FOUR- October, November, December.
6.2 Premier Level: The Channel Partner will receive a twenty (20) percent profit share on all referred accounts
during the calendar quarter if the Channel Partner refers more than thirty (30) but less than sixty (60) merchant accounts
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that are boarded by SecureNet’s underwriting department. This Profit Sharing program is calculated based on quarterly
MasterCard, Visa Discover and American Express transaction profits for each of the referred merchants. The Channel
Partner is required to board more than thirty (30) but less than sixty (60) merchant accounts on a quarterly basis to
maintain Premier Level status. If the Channel Partner stops providing SecureNet with merchant referrals for more than
one full calendar quarter this profit sharing agreement will end effective immediately, unless otherwise agreed upon with
prior written consent. Calendar Quarters are established as follows: QUARTER ONE- January, February, March;
QUARTER TWO- April, May, June; QUARTER THREE- July, August, September; QUARTER FOUR- October,
November, December.

6.3 Select Level: The Channel Partner will receive a ten (10) percent profit share on all referred accounts during the
calendar quarter if the Channel Partner refers between ten (10) and thirty (30) merchant accounts that are boarded by
SecureNet’s underwriting department. This Profit Sharing program is calculated based on quarterly MasterCard, Visa
Discover and American Express transaction profits for each of the referred merchants. The Channel Partner is required
to board between ten (10) and thirty (30) merchant accounts on a quarterly basis to maintain Select Level status. If the
Channel Partner stops providing SecureNet with merchant referrals for more than one full calendar quarter this profit
sharing agreement will end effective immediately, unless otherwise agreed upon with prior written consent. Calendar
Quarters are established as follows: QUARTER ONE- January, February, March; QUARTER TWO- April, May, June;
QUARTER THREE- July, August, September; QUARTER FOUR- October, November, December.
6.4 SecureNet agrees to make quarterly profit share payment to The Channel Partner within 45 days of calendar
quarter end. of the month following the month of the respective merchant transactions.
6.5 SecureNet reserves the right in its sole and exclusive discretion to change its fee schedule, equipment prices,
processing methods and to terminate merchant contracts pursuant to their terms.
6.6 SecureNet will provide to The Channel Partner quarterly profitability analysis reports reflecting each merchants
quarterly profitability. All standard SecureNet reporting will be provided to The Channel Partner at no additional charge
to The Channel Partner.
7. TERMINATION: Either party may terminate this contract at any time by giving the other party 30 days’ written notice.
7.1 In addition to any other provisions specified herein, SecureNet shall have the right to terminate this Agreement
immediately for
cause in any of the following circumstances: (a) The Channel Partner’s material breach of this Agreement, (b) any act of fraud or
dishonesty by The Channel Partner in connection with the performance of this Agreement, (c) execution of an assignment for the
benefit of creditors, (d) filing of any petition under the United States Bankruptcy code. Upon termination for cause SecureNet
shall have no further obligation to pay referral fees.
7.2 In addition to any other provisions specified herein, The Channel Partner shall have the right to terminate this
Agreement immediately for cause in any of the following circumstances: (a) SecureNet’s material breach of this
Agreement, (b) any act of fraud or dishonesty by SecureNet in connection with the performance of this Agreement, (c)
execution of an assignment for the benefit of creditors, (d) filing of any petition under the United States Bankruptcy
code. Upon termination for cause The Channel Partner shall have no further obligation under this agreement.
7.3 Except as provided in Section 1.9, in the event that The Channel Partner voluntarily terminates this Agreement
at any time, SecureNet shall pay The Channel Partner all Compensation due hereunder to the date of written notice of
termination and no further payments will be made thereafter.
7.4 Upon termination of this Agreement by either party, with or without cause, The Channel Partner shall promptly
return to SecureNet all equipment, sales literature and all documents and materials supplied by SecureNet. Upon
termination of this Agreement by either party, with or without cause, SecureNet shall promptly return to The Channel
Partner all equipment, sales literature and all documents and materials supplied by The Channel Partner.
8. GOVERNING LAW: This Agreement shall be construed and governed by the laws of the State of Maryland
without regard to legal principles related to conflict of laws.
9. JURISDICTION AND VENUE: Any suit, action or proceeding (collectively “action”) arising out of or
relating to this Agreement shall be brought only in the Superior Court of the State of Maryland, or the United States
District for the District of Maryland, and merchant (or whoever) agrees and consents to the personal and exclusive
jurisdiction of said courts over it as to all such actions, and merchant (or whoever) further waives and claim that such
action is brought in an improper or inconvenient forum. In any such action, the parties waive trial by jury.
10. NOTICES: All payments, notices, requests, demands and other communications required or permitted to be
given under this Agreement shall be given in writing by United States mail, postage prepaid to the parties at the address
set forth below or to such other place or places as either party hereto shall designate by written notice to the other. The
Channel Partner failure to provide notice of a change of address within 30 days of such change will allow SecureNet to
automatically terminate this agreement:
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The Channel Partner:                          


                                        
                         

SecureNet: SecureNet LLC.


Attention COO
9715 Key West Avenue, Suite 330
Rockville MD 20850

Such notice shall be effective as of the date of mailing.

11 ENTIRE AGREEMENT: This Agreement together with any supplements, addenda, amendments,
modifications or attachments,
comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understands. Each party acknowledges that no representations, inducements, promises,
warranties or agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this
Agreement.
12. SEVERABILITY: In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity and
enforceability of any other portion shall not be affected.
13. AMENDMENTS AND WAIVERS; This Agreement may be modified, amended or supplemented only by a
written instrument
duly executed by the parties hereto. No covenant, term or condition, or the breach thereof, shall be deemed waived, unless it is
waived in writing and signed by the party against whom the waiver is claimed. The waiver by either party of a breach of any
convenant term or condition shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which shall become effective only as of the date
executed by SecureNet.

                               SecureNet LLC.

By:                By:               

Print:                Print:               

Title:                Title:               

Date:                Date:               

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