Disbursement Agreement - Approval by DM

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1. Term. Unless otherwise provided in the Order Form, or unless the Client procures the Disbursements Software through a third-party, the term of this Agreement shall commence on the date on which Client signs the Order Form, and shall continue in effect for three (3) years (the "Initial Term") unless otherwise set forth on an Order Form; provided, however, that at the end of the Initial Term, and on each subsequent anniversary of the date on which Client signs the Order Form, the term shall automatically extend for additional one (1) year terms unless either party provides, at least ninety (90) days prior to the end of the then-current term, written notice that it does not wish to extend the term or otherwise terminates the agreement for cause pursuant to Section F(2). 2. Termination for Cause. Either party may terminate this Agreement for cause ("Cause"), provided that such party follows the procedures set forth in this Section G(2). i. For purposes of this Section, Cause means: a) a material breach of this Agreement, which has not been cured within ninety {90) days of the date such party receives written notice of such breach; or b) the failure by Client to timely pay when due any fees owed to Rapid pursuant to this Agreement and any delinquent amounts remain outstanding for a period of thirty (30) days after Rapid provides notice of its intent to terminate for failure to pay; or c) if Rapid becomes insolvent or bankrupt or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appointed or makes an assignment for the benefit of all or substantially all of its creditors, or institutes or causes to be instituted any proceeding in bankruptcy or reorganization or rearrangement of its affairs. ii. No party may terminate this Agreement under Section G(2)(i)(a) unless it cooperates in good faith with the alleged breaching party during the cure period and complies in good faith with the dispute resolution procedures set forth in Section 1(2) following such period. iii. In the event either party terminates this Agreement, each party shall return all products, documentation, confidential information, and other information disclosed or otherwise delivered to the other party prior to such termination, and all licenses shall terminate. 3. Survival. The following provisions shall survive after the Term of this Agreement: D; E; F; G; H(l); H(2); and I. H. CONFIDENTIAL AND PROPRIETARY INFORMATION 1. Protection of Rapid and Affiliate Confidential and Proprietary Information. Client shall not disclose, disseminate, transmit, publish, distribute, make available, or otherwise convey Rapid or Affiliate Confidential and Proprietary Information, and Client shall not use, make, sell, disclose or otherwise exploit any such Confidential and Proprietary Information for any purpose other than the performance of this Agreement, without Ra pi d's written consent, except as may be required by law, regulation, judicial, or administrative process provided that Rapid is given advance notice of such intended disclosure in order to permit it the opportunity to seek a protective order. Client shall ensure that all individuals assigned to perform services herein shall abide by the terms of this Section H(l) and shall be responsible for breaches by such persons. 2. Judicial Proceedings. If Client is required (by interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar legal order) to disclose any Rapid or Affiliate Confidential and Proprietary Information, Client shall provide Rapid with prompt written notice of such request or requirement so that Rapid may seek protective orders or other appropriate remedies and/or waive compliance with the confidentiality provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Rapid, Client nonetheless is legally compelled to disclose Rapid or Affiliate Confidential and Proprietary Information to any court or tribunal or else would stand liable for contempt or suffer RAPID Agreement page 6 of 13