Exhibit 10.45**SEPARATION AGREEMENT**     WHEREAS, Rahul Gupta (“Executive”) is an employee of eFunds Corporation, a Delawarecorporation (the “Company”);     WHEREAS, Executive has resigned from further employment with the Company effective as ofDecember 15, 2006 (the “Separation Date”);     WHEREAS, Executive and the Company have previously entered into that certain ExecutiveTransition Assistance Agreement, dated as of January 6, 2003 (the “Transition Agreement”), pursuantto which Executive agreed not to engage in certain competitive activities following the terminationof his employment; and     WHEREAS, the Company’s has agreed not to seek to enforce the provisions of Section 4 of theTransition Agreement if Executive executes, delivers and does not rescind this Release.     NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, Executive and the Company hereby agree asfollows: 1. Release.          (a) As consideration for the promises of the Company contained in this Separation Agreement,Executive, for himself and his successors and assigns, hereby fully and completely releases andwaives any and all claims, complaints, rights, causes of action or demands of whatever kind,whether known or unknown or suspected to exist by Executive (collectively, “Claims”) which he hasor may have against the Company and any company controlling, controlled by or under common controlwith the Company (collectively with the Company, the “Controlled Group”) and their respectivepredecessors, successors and assigns and all officers, directors, shareholders, employees andagents of those persons and companies (“the Released Parties”) arising out of or related to anyactions, conduct, promises, statements, decisions or events occurring prior to or on the SeparationDate (the “Released Matters”), including, without limitation, any Claims based on or arising out ofExecutive’s employment with the Controlled Group and the cessation of that employment;provided, however, that such release shall not operate to relieve the members ofthe Controlled Group of any obligation to indemnify Executive against any Claims brought againstExecutive by any third party by reason of Executive’s status as an officer or employee of theControlled Group or to relieve the Controlled Group from any obligation to pay Executive hisaccrued PTO balance or any amounts deferred by him under the Company’s retirement and deferredcompensation plans.. As an essential inducement to Executive to enter into this Agreement, and asconsideration for the promises of Executive contained herein, the Company, for itself and itssuccessors, assigns and affiliates hereby fully and completely releases and waives any and allClaims which it or they have or may have against Executive, or his spouse or heirs (the “ExecutiveParties”) arising out of or related to the Released Matters or related to activities described inSection 2 below; provided, however, that such release shall not operate to relieveExecutive from any obligation to reimburse the members of the Controlled Group for anydisbursements (such as travel and entertainment expenses) improperly charged by Executive to suchGroup. Executive and the Company agree that, by signing this Release, neither party is waiving anyClaim arising after the Separation Date or under this Separation Agreement.          (b) Executive’s release of Claims is intended to extend to and include Claims of any kindarising Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e etseq., the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 etseq.,the Americans with Disabilities Act, 42 U.S.C. §§ 12101 etseq., the DelawareDiscrimination in Employment Act, Del. Code Ann. Tit. 19, §§ 710-718, the Delaware HandicappedPersons Employment Protections Act, Del. Code Ann. Tit. 19, §§ 720-728 and any other federal, stateor local statute, Executive Order or ordinance prohibiting employment
 

 
discrimination or otherwise relating to employment, as well as any claim for breach of contract,wrongful discharge, breach of any express or implied promise, misrepresentation, fraud,retaliation, violation of public policy, infliction of emotional distress, defamation, promissoryestoppel, equitable estoppel, invasion of privacy or any other theory, whether legal or equitable.          (c) Executive has been informed of Executive’s right to revoke this Release insofar as itextends to potential claims under the Age Discrimination in Employment Act by informing the Companyof Executive’s intent to revoke this Agreement within seven (7) calendar days following theexecution of this Release by Executive. Executive has further been informed and understands thatany such rescission must be in writing and hand-delivered to the Company or, if sent by mail,postmarked within the applicable time period, sent by certified mail, return receipt requested, andaddressed as follows:eFunds Corporation