|
(d) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party's name, trade names, trademarks, service marks, and
<br />logos.
<br />(e) Upon termination of this Agreement, CardFlex will disburse to City all fee payments accrued and not yet paid.
<br />6. No Control Of Customer's Operations: Independent Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall
<br />not be construed to provide that CardFlex in any manner controls the operations of City or the manner in which the City complies with its obligations hereunder.
<br />The Parties are independent. This Agreement does not create or evidence a partnership or joint venture between the Parties, and no Parry has any authority hereunder with
<br />respect to any of the employees or Customers of the other Party. Each Party is responsible for its own business expenses generally, including (without limitation)
<br />expenses of performing its obligations under this Agreement, and for the payment of all taxes relating to its own business activities.
<br />7. Non-Competition. Except as otherwise expressly provided in this Agreement, with respect to all Accounts established pursuant to this
<br />Agreement, City agrees that neither City nor any entity that City controls shall by itself or in conjunction with others, directly or indirectly, during the term of this
<br />agreement, specifically target any offer of a stored value, prepaid debit card, or related product to any of City's Customers.
<br />8. Non-Exclusive Rights. City acknowledges and agrees that its rights under this Agreement to market and distribute CardFlex Cards shall be non-
<br />exclusive in nature and that CardFlex shall be permitted to enter into similar arrangements with other potential distributors. In addition, during the term of this
<br />agreement, City shall not be permitted to enter into a similar agreement with any or other debit card retailer, independent marketing organization, or third party
<br />processor in direct or indirect competition with or providing services similar to CardFlex.
<br />9. Indemnification.
<br />(a)CardFlex hereby agrees to indemnify, defend, and hold harmless City and its Customers, employees, officers, directors, successors, and permitted assigns against
<br />any and all losses, claims, or expenses (including, without limitation, reasonable attorneys' fees and expenses) in any way arising from or connected with the
<br />inaccuracy of any representation or warranty of CardFlex hereunder, and the performance or nonperformance of CardFlex's obligations hereunder, it being the
<br />intention of the parties that CardFlex shall be fully liable for the actions and inactions of, or other events affecting, Issuing Bank which constitute an inaccuracy of
<br />any representation or warranty of CardFlex hereunder, and the performance or nonperformance of CardFlex's or Issuing Bank's obligations hereunder.
<br />(b) City hereby agrees to indemnify, defend, and hold harmless CardFlex and its Customers, employees, officers, directors, successors, and permitted assigns against
<br />any and all losses, claims or expenses (including, without limitation, reasonable attorneys' fees and expenses) in any way arising from or connected with the
<br />inaccuracy of any representation or warranty of City hereunder or the performance or nonperformance of City's obligations hereunder.
<br />(c) In no event shall either Party be liable for any consequential, punitive, special, or exemplary damages relating to this Agreement.
<br />(d) The Parties' respective indemnification obligations under this Section 9 shall survive the termination of this Agreement.
<br />10. Confidentiality. Except as to Issuing Bank, each Party shall keep the Confidential Information of the other Party confidential and shall not use any of
<br />that Confidential Information for any purpose other than in connection with this Agreement. The "Confidential Information" of a Party is any trade secret or other
<br />confidential or proprietary information relating to that Party's services, business, or Customers; except that infonnation that is generally known to the public or in the
<br />industry (other than by a breach of this Section 10), is in the possession of the receiving Party before disclosure by the other Party, or is or becomes available to the
<br />receiving Party from a source that (to the receiving Party's knowledge) is not bound by any nondisclosure obligation to the other Party. A Party may, without violating
<br />this Section 10, make such disclosures (a) to its directors, officers, employees, attorneys, and other Customers as may be necessary to permit that
<br />Party to perform its obligations and to exercise its rights hereunder, and (b) as it reasonably deems are required by law, including the Freedom of
<br />Information Act and the California Public Records Act, though a Party will use its reasonable efforts to notify the other Party in advance of any
<br />such disclosure required by law. The Parties' respective obligations under this Section 10 shall survive the termination of this Agreement.
<br />I1. Compliance with Laws. The Parties will perform their respective obligations under this Agreement in compliance, in all
<br />material respects, with all applicable Laws, orders, or regulations.
<br />12. Access to Records.
<br />(a) During the term of this Agreement, CardFlex shall maintain accurate records with respect to all issuances of the CardFlex Cards to City
<br />introduced accounts and provision of the CardFlex Services to Customers, the receipt of all payments and other amounts from Customers, all
<br />transactions of Customers using the CardFlex Cards, and all other matters related to this Agreement and copies of all documents and other
<br />materials related to CardFlex's obligations to City under this Agreement. Within 30 days of City's written request to CardFlex, but not more
<br />than once in any twelve-month period, City, by its duly authorized Agents and representatives, shall have the right to inspect such records,
<br />documents and materials from time to time during ordinary business hours, subject to (i) such security procedures as CardFlex may
<br />reasonably impose and (ii) such limitations as may be required under applicable governmental or regulatory rules, regulations or statutes
<br />governing the conduct of CardFlex's business; provided, however, that Parties shall have no obligation to disclose to each other, or to inspect
<br />or copy, or have any other right of access to any other corporate financial information, or Customer Financial Information, or to obtain
<br />photocopies of such records, documents, and materials. City agrees that any records, documents, and materials made available for inspection
<br />under this Section 12 shall be deemed Confidential Information of CardFlex that is subject to CardFlex's corporate privacy policy, except
<br />with respect to any disclosure required by any regulatory agency with jurisdiction over City, or Section 10 of this Agreement.
<br />(b) Within 30 days of CardFlex's written request to City, but not more than once in any twelve-month period, CardFlex, by its duly
<br />authorized Agents and representatives, shall have the right to inspect the records, documents and materials maintained by City relating to
<br />the CardFlex Cards and this Agreement, from time to time during ordinary business hours, subject to (i) such security procedures as City may
<br />reasonably impose and (ii) such limitations as may be required under applicable governmental or regulatory rules, regulations or statutes
<br />governing the conduct of City's business; provided, however, that Parties shall have no obligation to disclose to each other, or to inspect or copy,
<br />254116
|