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Official Payments Cnrn
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<br />6) OPC will have the right, at any time, to invoice GOVERNMENT ENTITY for all incoming Charge Backs, or other types of
<br />returned items, that are deemed valid and proper by any of the Card associations, Card networks, Card issuers or any other
<br />appropriate regulatory agency. OPC will only charge GOVERNMENT ENTITY the original amount of the Card Transaction that
<br />was originally paid to GOVERNMENT ENTITY. OPC will be responsible for the Convenience Fees and any service fees related
<br />to the Charged Badc Card Transaction, excluding GOVERNMENT ENTITY's bank fees, if any.
<br />7) To be responsible for all promotion and advertising of the Card payment program. GOVERNMENT ENTITY will print the
<br />System's telephone number on all citations and notices.
<br />8) GOVERNMENT ENTITY agrees that the Officlal Payments Corp. System shall be their exGusive Card acceptance service and
<br />agrees not to accept Card payments over-the-counter, through the mail, or through any other service.
<br />3. COSTS AND PAYMENTS
<br />A. OPC shall provide all services at no cost to GOVERNMENT ENTITY. OPC agrees to pay all Card processing fees on behalf of
<br />GOVERNMENT ENTITY.
<br />B. For Visa, MasterCard, Discover and American Express transactions, OPC shall be responsible for routing the GOVERNMENT
<br />ENTITY'S funds to the GOVERNMENT ENTITY'S bank account via ACH transactions. Official Payments Carp. shall invoice
<br />GOVERNMENT ENTITY an a monthly basis for the Convenience Fees. All expenses associated with Visa, MasterCard, Discover
<br />and American Express will be paid by OPC.
<br />C. GOVERNMENT ENTITY will pay all OPC invoices permitted under this Agreement, without delay, and never longer than thirty (3D)
<br />calendar days from the date of the invoice.
<br />4. TERM OF AGREEMENT
<br />This Agreement shall commence on the date the System is first implemented and will continue on a month to month basis thereafter.
<br />Termination of this Agreement shall be by thirty (30) day written notice and may be given by either party. Said termination notice shall be
<br />considered to be rendered when placed in the United States Postal System, postage prepaid, via registered or certified mail, for delivery to
<br />the other party. Upon termination, both parties shall be released from all contractual obligations to the other party; excluding Card related
<br />liabilities and obligations of either party, pursuant to the rules and regulations of the various Card assodations, Card networks and Card
<br />issuers, including but not limited to the right of OPC to continue charging valid Charge Backs to GOVERNMENT ENTITY for the term and
<br />to the extent provided for in such rules and regulations; and further exduding the Sed~ons of this Agreement entitled Scope of Agreement,
<br />Non Disclosure and Indemnification.
<br />5. EMPLOYMENT STATUS
<br />In pertormance of the services referenced herein, OPC is, and shall remain, an independent contractor, and is not an agent or employee
<br />of GOVERNMENT ENTITY.
<br />6. RECORDS AND AUDIT
<br />OPC will keep complete and accurate records for the services performed pursuant to this Agreement and any records required (i) by law;
<br />(ii) by governmental regulation; (iii) by Card issuing banks, Card assocatons, Card networks, or (iv) by any other ruling or regulatory
<br />agencies having any jurisdiction over either party, except as prohibited by law. OPG shall make all records available for audit to
<br />GOVERNMENT ENTITY at OPC's location, and upon reasonable written request of GOVERNMENT ENTITY.
<br />7. OWNERSHIP
<br />A. GOVERNMENT ENTITY retains far itself, and OPC acknowledges that GOVERNMENT ENTITY so retains ownership and rights of
<br />ownership to all Card transaction records entered into the OPG database, as a result of Cardholders using the System. Card
<br />transaction settlement files created by OPG and submitted to VISA, MasterCard, Discover or American Express, ultimately resulting
<br />in a credit to GOVERNMENT ENTITY'S bank account, shall become the property of OPC.
<br />B. Official Payments Corp. retains for itself, and GOVERNMENT ENTITY acknowledges that OPC so retains ownership and rights of
<br />ownership to all Systems, telephone lines and telephone numbers, connected to OPC's data center used in the pertormance of this
<br />Agreement.
<br />8. NON-DISCLOSURE
<br />A. Both parties expressly covenant and agree that they will not, at any time during, and for one year following the termination of this
<br />Agreement by either party and for whatever ,reason, reveal or make known to any person, firm, ar corporation, any information
<br />disclosed to it by the other, relating to the terms of this Agreement, Card Transaction data, business plans, product research and
<br />development plans, customer relationships; supplier relationships, project and sales opportunities, proposal or bid strategies,
<br />corporate strategies, or any information which has been marked "Confidential" by the disclosing parry, including, but not limited to, all
<br />information relating to OPC's Systems.
<br />Official Payments Corp., Stamford, CT
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