Dispursements Agreement For Card Issuance

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1. Term. Unless otherwise provided in the Order Form, or unless the client procures the Dlsbursements Software through a third-party, the term of this Agreement shall commence on the date on which Client signs the Order Form, and shall cbntinue in effect forthree (3)years (the "lnitial Term") unless otherrivise set forth on an Order Form; provided, however, that at the end of the lnitiat 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-cunent term, written notice that it does not wish to extend the term or othenarise terminates the agreement for carlse 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 orared to Rapid pursuant to this Agreement and any delinquent amounts remain outstandingfor 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 appolnted or makes an assignment for the beneflt of all or substantially all of its creditors, or institutes or causes to be instituted any proceeding ln bankruptcy or reorganization or.rearrangement of its affairs. ii. No party may terminate this Agreement under Section e(zXiXa) 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 l(2) following such period. iii. ln the event either party termlnates 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 termlnation, and all licenses shall terminate. 3, Survival. The following provisions shall survive after the Term of this Agreement: D; E; F; G; H(1); H(Z); and l. H. CONFTDENTIAT AND PROPRIETARY INFORMATIOIV 1. Protection of Rapid and Affiliate Confidential and Proprietary lnformatlon. Client shall not disclose, disseminate, transmit; publish, distribute, make available, or otherwise convey Rapid or Affiliate Confidential and Pnoprietary lnformation, and Client shall not us€, make, sell, disclose or otherwise exploit any such Confidential and Proprietary Information for any purpose other than the performance of this Agreement, without Rapid's written consen! except as may be required by law, regulation, judicial, oi adminlstrative process provided that Rapid is given adyance 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(1) and shall be responsible for breaches by such persons. 2. Judlcial Proceedings. lf Cllent is required (by interrogatories, requests for information or documents in legal proceedings, subpoena, clvil investigatlve demand, or other similar legal order) to disclose any Rapid or Affil.iate Confidential and Proprietary lnformation, Client shall provide Rapid with prompt written notice of such request or requlrement so that Rapid may seek protective orders or other appropriate remedies andlor waive compliance with the confidentiality provisions of this Agreement. lf, in the absence of a protective order or other remedy or the receipt of a waiver by Rapid, Cllent nonetheless is legally compelled. to disclose Rapid or Affiliate Confidential and Proprietary lnformation to any court or trlbunal or else would stand liable for contempt or suffer RAPID Agreement page 6 of 13