IPP Partner Referral Agreement

Innovative Payment Processing

“Merchant Sales Partner Referral Agreement”

This agreement is effective upon enrollment whereby Innovative Payment Processing hereinafter referred to as “IPP”, agrees to pay, “Referall Partners” hereinafter referred to as “Referral Partner”, a referral fee for promoting IPP’ bankcard & check processing services to “Referral Partner” merchant customers.

I. RESPONSIBILITIES: REFERRAL PARTNER’S responsibilities are to promote and recommend IPP’ bankcard acquiring services to prospective merchants who meet current processing requirements. No minimum marketing activity is required of REFERRAL PARTNER and REFERRAL PARTNER does not guarantee any minimum level of marketing.

II. IPP’ responsibilities include quoting a bankcard discount rate to qualified merchants, completing merchant application and agreement forms and providing assistance to the REFERRAL PARTNER merchants in properly completing the agreements. Complete support and service will be provided to the REFERRAL PARTNER merchants.

III. FEES: IPP has agreed to provide an on-going revenue stream of 20% of all Profits, during the existence and term of this agreement, including renewals, received by IPP from REFERRAL PARTNER’S merchants that electronically process credit card and related services.

IV. LIABILITY. The merchant will contract for bankcard processing services. REFERRAL PARTNER will not be responsible for (i) Visa or MasterCard chargeback processing services or losses, or (ii) any losses, liabilities, or damages whatsoever suffered by IPP.

IPP understands and agrees that IPP is assuming all credit risk with respect to any REFERRAL PARTNER referred merchant that it contracts with to provide merchant processing services to any of the REFERRAL PARTNER’S merchants, REFERRAL PARTNER is not making any express or implied representation or warranty whatsoever with respect to such merchant’s credit worthiness, the nature of the merchant’s business, or otherwise.

IPP understands and agrees that it will, independently and without reliance on REFERRAL PARTNER and based upon such documents and information it deems appropriate, make its own credit analysis and decisions with respect to each potential merchant introduced by REFERRAL PARTNER . REFERRAL PARTNER assumes no liability with respect to the authenticity, validity, accuracy or completeness of any document or instrument provided by any potential merchant.

IV. TERM AND TERMINATION. This Agreement shall be effective for 3 year, from the date specified above. This Agreement shall be automatically renewed for successive 1 year terms unless written notice of termination is given by IPP or REFERRAL PARTNER at least 60 days prior to the expiration of the initial term or any subsequent term hereof.

V. CONFIDENTIALITY. The parties agree that during the term of this Agreement and thereafter, Confidential Information, including financial terms of this agreement, is to be used solely in connection with satisfying obligations pursuant to this Agreement, and that the parties shall receive such Confidential Information in confidence and not disclose such Confidential Information to any third party or use such information to its own benefit.

NON –SOLICITATION OF MERCHANTS. Without prior written consent, REFERRAL PARTNER shall not cause or permit any of their employees, Referral Partner s, subsidiaries, Sales Persons or any other person or entity (i) to solicit or otherwise cause any Merchant to terminate its participation in the Merchant Program.

All rights reserved. Intuit and Quickbooks® are registered trademarks of Intuit Inc.