instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
question:
Exhibit 10.1

Information identified with [***] has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is entered into as of February 28, 2019 by and between Florida Chemical Company, LLC, a Delaware limited liability company (FCC) and Flotek Chemistry, LLC, an Oklahoma limited liability company (Flotek).

WHEREAS, the parties desire to set forth the terms pursuant to which FCC will supply certain products to Flotek; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the parties do hereby agree as follows:

1. Definitions. For purposes hereof:

Affiliate means any party controlled by, controlling under common control with, the party to whom the reference is made.

Margin means $[***] per pound of Terpene Product.

Maximum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Minimum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Product Price means with respect to a pound of Terpene Product the Terpene Cost of that Terpene Product, plus the Margin.

Terpene Cost means the cost per pound to FCC of the raw materials incorporated by FCC into Terpene Product, computed based on the methodology used by FCC to account for its inventory (e.g. LIFO, FIFO) (provided that such method is in accordance with Generally Accepted Accounting Principles, consistently applied), plus a deemed allocation of other manufacturing costs of FCC of $[***] per pound.

Terpene Product means terpene from citrus with a minimum d-limonene content of 94%, with the specifications set forth in Exhibit A to this Agreement.

Year means a calendar year.

2. Purchase and Sale. Flotek will from time to time during the Term purchase from FCC, and FCC will sell to Flotek, Terpene Product.

3. Term. The Term shall begin on the date hereof and shall expire December 31, 2023, subject to early termination pursuant to the terms of Section 19. Flotek, may, by written notice given to FCC on or before September 30, 2023, elect for the Term to be extended to December 31, 2024.

4. Price. The price per pound payable by Flotek to FCC for Terpene Product shall be the Product Price of that Terpene Product.

5. Forecasts; Terpene Cost Information.

(a) Flotek shall provide non-binding forecasts of orders of Terpene Product for each calendar quarter during the Term at least ten (10) days prior to the commencement of such quarter.

(b) Within fifteen (15) days of the end of each calendar quarter FCC shall provide to Flotek a written report providing reasonable detail regarding the cost of citrus terpene inventory.

6. Orders; Delivery.

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(a) Flotek shall order Terpene Product by sending to FCC written purchase orders in the form attached hereto as Exhibit A. FCC shall promptly, but in no event later than three (3) days after the date of such purchase order, confirm its acceptance or rejection of such purchase order by written notice to Flotek. FCC shall be obligated to accept all such purchase orders unless the amount ordered for a Year exceeds the Maximum Quantity, or orders for a particular quarter exceed [***] pounds or exceed the Flotek forecast for that quarter by more than 25%, provided, however, that, in such event, FCC shall communicate Flotek of the time period that will be required to satisfy such order assuming FCC endeavors to satisfy such order as soon as practicable, and Flotek shall inform FCC within ten (10) days of such communication whether it will order such Terpene Product pursuant to the revised delivery terms.

(b) Shipments of Terpene Product to Flotek must be made by FCC from FCC's facility within three (3) days of the date of the applicable purchase order. Delivery terms shall be FOB Winter Haven, Florida. Transportation shall be arranged by Flotek. All sales of Terpene Product subject to this Agreement shall be pursuant to the terms and conditions attached hereto as Exhibit B.

(c) FCC shall invoice Flotek for Terpene Product at the time of shipment. Payment of FCC invoices shall be due within sixty (60) days of the respective invoice date.

(d) In the event that Flotek does not order the Minimum Quantity in a given Year, FCC may ship to Flotek the remaining quantity of Terpene Product prior to the end of such Year, and invoice Flotek as described in Section 6(c).

7. Adjustments. Representatives of Flotek and FCC shall consult with each other from time to time during the Term to discuss and resolve any issues arising from the performance of this Agreement. The parties may, by written agreement, revise the Maximum Quantity, the Margin, the Target Margin, or the Product Price. Flotek and FCC may agree in writing from time to time that quantities of Terpene Product over the Maximum Quantity shall be purchased by Flotek pursuant to this Agreement.

8. Inspection and Audit. Flotek shall have the right at any time to (i) inspect the facility of FCC in Winter Haven, Florida (the Facility) and any other facility of FCC involved in the production of the Terpene Product, and (ii) audit the books and records of FCC. Any such inspection or audit shall be upon reasonable notice and shall not unreasonably interfere with the operations of FCC.

9. Capacity. FCC will throughout the Term maintain adequate manufacturing capacity and staffing to manufacture the Terpene Product pursuant to the terms hereof at the Facility.

10. Force Majeure. Fire, flood, strikes, lock-out, epidemic, or other acts of God beyond the reasonable control of the parties, which prevent FCC from delivering or Flotek from receiving and/or using the Terpene Product, shall operate to reduce or suspend deliveries during the period required to remove such cause. Any deliveries suspended under this paragraph shall be canceled without liability, and the Target Margin shall be correspondingly reduced. An event of Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11. Intellectual Property. By acceptance of this Agreement and in consideration thereof, FCC warrants and agrees that, subject to other provisions of this clause, it will defend any suit that may arise against Flotek or any Affiliate thereof for alleged infringement of any patents, copyrights or similar intellectual property rights relating to the Terpene Product and that the FCC will indemnify and save harmless Flotek and any Affiliate thereof, against any loss, damages, costs and expenses including reasonable attorneys' fees, which may be incurred by Flotek or Affiliate by reason of the assertion of any such rights by other persons. Nothing in this Agreement shall obligate FCC to indemnify or save harmless Flotek or its Affiliates against third party claim alleging a violation of any patents, copyrights or similar intellectual property rights owned by Flotek or its Affiliates.

12. Confidentiality. All proprietary, technical, experimental, manufacturing, marketing and/or other information disclosed by a party hereto to the other party hereto pursuant to this Agreement are considered by the disclosing party as being highly confidential in nature. The recipient party agrees to take all reasonable precaution to prevent disclosure of such information to third parties. The recipient party shall hold in confidence any technical or business information the recipient party may learn, observe or otherwise obtain concerning the other party hereto, or of its Affiliates, incident to the recipient party's performance under the terms of this Agreement. These restrictions upon disclosure shall cease to apply as to any specific portion of said information which is or becomes available to the public generally, not due to the fault of the recipient party.

13. Fulfilling Production Requirement. Should FCC fail (due to causes within FCC's control) to meet Flotek's Terpene Product orders made in accordance with this Agreement, FCC shall be required (without limiting any other remedy of Flotek) to take all reasonable steps, including but not limited to working extra hours, shifts, or days to without otherwise limiting the remedies of Flotek, to fulfill FCC's obligations hereunder. All costs for such effort will be at FCC's expense. Further, FCC may use alternate shipping methods to expedite delivery to Flotek to meet schedules to which both parties agree. Additional

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shipping costs resulting from expedited deliveries or use of alternate carriers due to causes within the FCC's control will be at FCC's expense.

14. Rework and Product Liability Indemnification. In the event of any defect in the Terpene Product delivered to Flotek hereunder, FCC will (without limiting any other remedy of Flotek), upon Flotek's request, replace any defective Terpene Product at the expense of FCC. In addition, FCC shall be responsible for claims by third parties against Flotek for loss or damage based on personal injury or destruction of property due solely to defects in Terpene Product. FCC shall be responsible for the defense, settlement or other final disposition of such claims and agrees to hold Flotek harmless from any expenses or liability arising out of such claims. Flotek may, at its option and expense, retain counsel to participate in the investigation and handling of such claims, although FCC shall have control of all such claims, and the Flotek shall not settle or otherwise dispose of any such claims without the written consent of the FCC.

15. Personal Injury and Property Damage Liability Indemnification. FCC assumes sole responsibility for taking all necessary health and safety precautions, including compliance with all applicable local, state, provincial and federal regulations, in producing Terpene Product under this Agreement. These precautions shall include, but not be limited to, such things as proper control of ventilation, the wearing of adequate protective clothing, and installation and proper utilization of appropriate environmental control equipment. FCC will supply Flotek with its Materials Safety Data Sheets with respect to the Terpene Product. FCC will defend, indemnify and hold harmless Flotek, its Affiliates, and their respective officers and employees from all claims, actions, losses, damages and expenses resulting from any injury to persons, damage to property or action by any regulatory agency, arising out of or in any way associated with the operation of the Facility or any other facility of FCC, including, without limitation, injuries to FCC's employees involved in these operations REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES. FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation.

16. Environmental Indemnity. Each party hereto agrees to comply with all applicable federal, state provincial and or local environmental law, ordinances, codes, rules, regulations and permits and to handle all raw materials, off specification product, excess or scrap materials, waste, and finished products in an environmentally safe manner so as to prevent any contamination of the structure, soil or ground water in, on, or adjacent to its premises. Each party hereto agrees to indemnify the other party hereto, its Affiliates, subsidiaries, successors, assigns and their respective directors, officers, shareholders and employees and defend and save and hold each of them harmless from all liabilities, losses, claims, demands, assessments, fines, costs or expenses (including, without limitation, reasonable attorneys' and consultants' fees and expenses) of every kind, nature or description arising under common law or any applicable environmental law resulting from, arising out of or relating to any conditions or activities at or involving the premises of the indemnifying party REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES.

17. Other Sales and Purchases. FCC will be permitted during the Term to sell terpene to other parties who will utilize or resale such terpene for oilfield solvent applications. Notwithstanding any of the terms of this Agreement, Flotek shall not be restricted from purchasing any terpene-based product, including but not limited to, Terpene Product, from sources other than FCC.

18. Termination.

(a) Either Flotek or FCC may terminate the Term immediately, upon a written notice to the other such party, when one of the following events occurs:

(i) When the other Party materially violates one or more clause set forth herein or violates one or more purchase order relating to this Agreement and does not remedy such violation within 30 days from receiving the written notice from the other party of such fact (Cure Period). For the avoidance of doubt, the Parties understand that the postponing of the delivery of the Terpene Product pursuant to Section 11 of this Agreement, shall not be a cause for termination of the Term.

(ii) When one of the Parties is the subject of a request for voluntary and involuntary bankruptcy, recuperation or renewal, based on bankruptcy laws, or incurs in any equivalent situation.

The rights and obligations of the parties hereto pursuant to Sections 12, 13, 15, 16, 18, and 19 shall survive the Term.

19. Warranties. FCC warrants to Flotek that:

(a) all of the Terpene Product supplied by FCC to Flotek shall:

(i) conform to the specifications set forth in Section 1;

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(ii) comply with all relevant laws and regulations including, without limitation, laws and regulations of each of the jurisdictions in which the Terpene Product are either manufactured or to be sold or used concerning purity, sanitation, safety, security, and packaging and labeling of food and beverage;

(iii) be in good condition at the time of delivery in all respects; and

(iv) be free from any defect in design, workmanship, materials and packaging; and

(b) it shall convey to Flotek good title to the Terpene Product free of any encumbrance, lien or security interest;

20. Independent Contractor. FCC is an independent contractor and it is the express understanding of the parties hereto that nothing herein contained shall create any relationship of master and servant, partner, principal and agent between the parties hereto, or their respective employees, servants or agents.

21. Remedies. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding in addition to any other relief to which it or he may be entitled at law or equity.

22. Notices. All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given when delivered personally during business days to the appropriate location described below or three (3) business days after the posting thereof by United States first class, registered or certified mail, return receipt requested, with postage fee prepaid and addressed or if sent by email to the email address indicated below, four hours after transmitted:

If to FCC: Florida Chemical Company, LLC c/o Archer Daniels Midland Company 1261 Pacific Avenue Erlanger, KY 41018 Attn: President, ADM Nutrition; Chief Financial Officer, WFSI; Chief Counsel, ADM Nutrition Email: Vince.Macciocchi@adm.com, Jeff.W.Miller@adm.com and Louis.Proietti@adm.com

If to Flotek: Flotek Chemistry, LLC: Attn: President 10603 W. Sam Houston Parkway N., Suite 300 Houston, Texas 77064 Tel: 713-849-9911 Fax: 281-605-5554 Email: jchisholm@flotekind.com

23. Successors. FCC may not assign or delegate its rights or obligations pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon each of the parties upon their execution, and inure to the benefit of the parties hereto and their successors and assigns. Any assignee whatsoever will be bound by the obligations of the assigning party under this Agreement, and any assignment shall not diminish the liability or obligation of the assignor under the terms of this Agreement unless otherwise agreed.

24. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or any such other instrument.

25. Paragraph Headings. The paragraph headings used herein are descriptive only and shall have no legal force or effect whatsoever.

26. Gender. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely.

27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

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28. No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against any party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties and their counsel (or the party has elected not to consult with counsel of its own choosing) and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties.

29. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

30. Waiver. Any waiver by either party to be enforceable must be in writing and no waiver by either party shall constitute a continuing waiver.

31. Cross References. References in this Agreement to Articles, Sections, Exhibits, or Schedules shall be deemed to be references to Articles, Sections, Exhibits, and Schedules of this Agreement unless the context specifically and expressly requires otherwise.

32. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.

FLORIDA CHEMICAL COMPANY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

FLOTEK CHEMISTRY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

SIGNATURE PAGE TO SUPPLY AGREEMENT

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
answer:
FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation


question:
Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto and statements on Schedule 13G) with respect to the Common Stock, par value $0.01 per share of Macy's, Inc., a corporation organized under the laws of the State of Delaware, and that this agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned or contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of May 11, 2020. VESA EQUITY INVESTMENT S.À R.L. /s/ Marek Spurny By: Marek Spurny Title:Authorized Signatory /s/ Pascal Leclerc By: Pascal Leclerc Title:Authorized Signatory EP INVESTMENT S.À R.L. /s/ Marek Spurny By: Marek Spurny Title:Authorized Signatory /s/ Pascal Leclerc By: Pascal Leclerc Title:Authorized Signatory DANIEL KŘETÍNSKÝ /s/ Daniel Kretinsky By: Daniel Kretinsky 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
answer:
May 11, 2020


question:
EXHIBIT 10.11

                         NETWORK 1 FINANCIAL CORPORATION

                           AFFILIATE OFFICE AGREEMENT

THIS  AGREEMENT  is  entered  into  by  and  between  NETWORK  1 FINANCIAL, INC. (NETWORK  1),  a  Virginia Corporation with its principal place of business at 1501  Farm  Credit  Drive,  Suite 1500, McLean, Virginia 22102-5004, and Payment Data  Systems,  Inc.,  the  Affiliate Office (AFFILIATE), a Nevada Corporation with  its  principal place of business at 12500 San Pedro Suite 120 San Antonio, TX  78216.  NETWORK  1  and  Affiliate  hereby  agree  as  follows:

                                    RECITALS

WHEREAS, Network 1 Financial, Inc. (Network 1) provides through various Member Bank(s)  (Member),  VISA  and  MasterCard  processing  and  related  payment processing  services  (Services)  to merchant(s) (Merchant(s)) in accordance with  the  terms  of  certain  Agreement (s) between Network 1, Member and other settlement/transaction  processing  providers;  and

WHEREAS,  the  Network  1  desires  to  locate individuals to market Services as Contractor(s)  (the  Contractors)  of  Network  1;

WHEREAS,  Affiliate  desires  to  establish  an  Affiliate Office on behalf of Network 1 and Affiliate to market the Services of Network 1 and its subsidiaries and  to  locate Contractors on behalf of Network 1, Member, and Affiliate and to provide  a  Local  Office  for  such  Contractors  on  the  terms  and for the consideration  set  forth  herein;  And

WHEREAS,  Affiliate  requires  a  referral  arrangement  while  Affiliate  is negotiating an ISO sponsorship agreement with Network 1 and Harris Bank and this Agreement  shall  govern  the agreement between the parties until such time that the  ISO  sponsorship agreement has been approval and executed in which case the Processing  Agreement, ISO sponsorship Agreement, and Three Party Agreement will govern  the  relationship and this Agreement shall be terminated without penalty or  prejudice;

NOW,  THEREFORE,  in  consideration of the foregoing and for the mutual promises set  forth  herein,  the  parties  hereby  agree  as  follows:

                                    ARTICLE I  [OBLIGATIONS OF AFFILIATES]

OBLIGATIONS  OF  AFFILIATES

1.01     CONTRACTORS.  Affiliate  shall  use its best efforts to market and sell to  commercial businesses the Services of Network 1 and Network 1's subsidiaries and  to  locate individuals who are willing and capable of acting as Contractors of  Network  1  and Affiliate subject to the approval of all such individuals by Network  1  as  set  out  in  Section  2.01  [CONTRACTORS].  All  such Contractors must process Merchant applications and transactions exclusively through Network 1.  Network 1 consents  to  waive  said  exclusivity  requirement  with  respect  to  specific Merchants  in  the  event  Network  1 (i) is unable to process for such specific Merchant,  and  (ii)  the  declined Merchant is not accepted for processing by a provider  that Network 1 designates for specific Merchant's that are declined by Network  1  (B  Bank  Source).  Affiliate  shall  disclose  to  Network  1 all information  known  to  Affiliate  with  respect  to  the background, character, employment  history,  business  experience  and other information regarding each prospective  Contractor  relevant to Network 1's determination whether to accept or  not  accept  each  prospective  Contractor.

1.02     LOCAL OFFICE (AFFILIATE OFFICE).  Affiliate shall locate, establish and maintain such offices (the Local Office), as it deems necessary for use by all Contractors  identified  by  Affiliate  and  accepted  by  Network 1.  Network 1 expressly  agrees  that  Affiliate shall not be geographically restricted in its establishment of such offices.  Local Office has met the satisfaction of Network 1  in  terms  of  space, quality, appearance, equipment, supplies, office hours, support  staff,  working  conditions, and other factors materially affecting the working  conditions  of  its  Contractors.  All  Local Offices shall bear signs, emblems  and  other  insignia, including a telephone number, indicating that the office  is  in  fact  an  office of Network 1 subject to the conditions of 4.02. However, all leases, utility listing, telecommunication, furniture and equipment expense, employment contracts for support personnel and other contracts relating to  the  operation of the Local Office shall be in the name of the Affiliate and shall  be  the  sole  responsibility  of  the  Affiliate.

1.03     REQUIRED  REGISTRATION.  All  of  the  Contractors located by Affiliate must  also  be  registered  representative  through  Network  1  pursuant to the registration  documents  noted  on  Exhibit  D.

Source: USIO, INC., SB-2, 4/28/2004





1.04     PURCHASE  AND  LEASE  OF  EQUIPMENT.  All  equipment and software sold, leased or otherwise provided by Affiliate to Merchants and Commercial Businesses (whether  sold  directly, through Contractors, or leasing companies) relating to any  services  provided by Network 1 may be purchased from Network 1.  Network 1 agrees  to sell such Equipment and Software to Affiliate at prices pursuant to a price  list  established  by  Network  1  and  provided  to  the Affiliate.  The Affiliate  shall  be  responsible  for and hereby guarantees the payments of all amounts  owed  to  Network  1  with  respects  to  the purchase of Equipment and Software  from  Network  1  by  merchant  or  commercial  business.

1.05     NETWORK  1  TO  APPROVE  ALL MERCHANTS AGREEMENTS.  Affiliate agrees to submit  all  Merchant  Agreements  procured by Affiliate in accordance with this Agreement  to  Network 1.  Network 1 agrees to review and approve or decline all Merchant  Agreements  submitted  by  Affiliate  to  Network 1 in accordance with Network 1's approval policy.  Affiliate acknowledges that approval of a Merchant creates  a  customer relationship between Bank and the Merchant, which involves, among  other  things,  the  collection  and disbursement of funds to process and settle Merchant Transactions.  Bank and Network 1 shall, in its sole discretion, make  the  final  decision  as to whether or not approve or decline any Merchant Agreement submitted to Bank in accordance with this Agreement.  Network 1 agrees to  make  reasonable  efforts  to  review  and  approve  or decline all Merchant Agreements  submitted  to  Network  1.

1.06     RESTRICTED  MERCHANTS  AND MERCHANT ACTIVITIES.  Affiliate shall market only  to  bona  fide  and  lawful retail, MO/TO, and Internet businesses, all in accordance  with  Merchant Program Standards established by Network 1. Affiliate shall  not  engage in factoring or laundering or promote the same.  Factoring or laundering,  for  purpose  of  this Agreement, means the processing or attempted processing  of  Merchant Transactions through a Merchant Account other than that which  is  the  Merchant  Account  of  the  Merchant processing or attempting to process  the  Merchant Transaction. At the Affiliate request, a boarded Merchant may  be  terminated  from  services  so  long  as  good  reason  exists.

                                   ARTICLE II  [RIGHTS OF NETWORK 1]

RIGHTS  OF  NETWORK  1

2.01     CONTRACTORS.  Network  1  shall  have  the right, at its discretion, to accept,  not accept, terminate or otherwise deal with any individuals located by Affiliate  pursuant  to  Section  1.01  [CONTRACTORS].  All individuals identified by Affiliate shall be subject to the rules imposed by Network 1, VISA, MasterCard, NACHA, and the  Member bank (Member) utilized by Network 1, including rules pertaining to qualification  disqualification, conduct and otherwise, and shall agree to enter into,  and  shall  in fact enter into, a three party Contractor Agreement in the form  attached  hereto  as  Exhibit  1  as  amended  from  time  to  time.

2.02     LOCAL  OFFICE.  Network  1  shall  have  the right to inspect the Local Offices  during  normal business hours to insure compliance by Affiliate with is obligations  pursuant  to  Section  1.02  [LOCAL OFFICE (AFFILIATE OFFICE)].

2.03     RETENTION  OF  CONTRACTORS.  In  the  event  that this contract between Network 1 and Affiliate is terminated for any reason, the Contractors located by Affiliate  shall  remain  Contractors  of  Network  1.

(A)     RIGHT  OF  FIRST  REFUSAL.  If during the term of this Agreement for any renewal of this Agreement (the Right of First Refusal Period), Affiliate shall receive (i) any Bona Fide Offer to purchase the revenue due Affiliate under this Agreement  or  Affiliate's company through an asset purchase or merger (in which case  Network  1  shall be subordinate to the Checkfree first refusal right), or (ii) a Bona Fide Offer to acquire or merge with or into Affiliate (in which case Network  1 shall be subordinate to the Checkfree first refusal right), Affiliate shall  immediately  give written notice (the Offer Notice) to Network 1 of the terms  and  conditions  of the Bona Fide Offer, including without limitation the price.  Network  1  shall  have the exclusive right of first refusal to purchase all  or  any part of the revenue due Affiliate or acquire Affiliate (as the case may  be)  on the same terms and conditions as the Bona Fide Offer.  If Network 1 desires to exercise its rights under this Section it will give written notice to Affiliate  within  15  business  days  of  receipt of the Offer.  The failure by Network  1  to  exercise  its  rights within the 15-day period shall be deemed a waiver  of  such right.  Any changes in the terms of the Bona Fide Offer as well as  any  subsequent  Bona  Fide  Offer  received by Affiliate shall require full compliance  by  Affiliate  with  the  procedures  in  this  Section. (b)     CLIENT  shall have the right to withdraw (Transfer) Merchants from the Merchant  Program,  provided  (i)  that CLIENT shall have given 120 days written notice to NET1, (ii) that Affiliate is not in, and has not breached any terms of this  Agreement,  (iii)  NW1  has  waived its rights in Section 2.03 (a)  [RETENTION OF CONTRACTORS] (iv) 18 months  have  lapsed  under this Agreement and (v) Affiliate pays the applicable Exit Fee as defined in section 7.6 (c) below.  NET1 agrees that it shall use its reasonable  efforts to cause the prompt and orderly Transfer of all Merchants to the  processor  or  processors  selected by Affiliate.  Affiliate agrees that in

Source: USIO, INC., SB-2, 4/28/2004





addition  to  the  Exit  Fee,  all out of pocket and reasonable reimbursement of staff expenses shall be paid prior to the Transfer of the Merchants from NET1 or Harris  Bank. (c)     The  Exit  Fee  shall  be  paid  by  Affiliate  immediately prior to the assignment  or  Transfer of Merchants and/or its net revenue.  The amount of the Exit Fee during and following the termination of this Agreement shall be defined as  the  following:  (1)  the aggregate sum, per transferring merchant, equal to eighteen  (18) months net recurring revenue normally paid to Affiliate under the compensation  terms  of  this  Agreement  to  a  maximum  of  $250,000.

                                   ARTICLE III  [COMPENSATION]

COMPENSATION

3.01     AMOUNT.  As compensation for Affiliate's services hereunder, Network 1, or  an  affiliate, shall pay to Affiliate the following (the Affiliate's Fee): A.     The  surplus  funding  amount after costs noted in Exhibit A based on all Merchant  applications  obtained  for  Equipment  and Products sold or leased by Affiliate  or  Contractors  located  by  Affiliate  pursuant  to  Section  1.01  [CONTRACTORS]. Affiliate  shall  receive the buy rate with revenue share as noted in Exhibit A. B.     Affiliate  acknowledges  and  agrees  that  all merchants and subscribing businesses  referred  by  Affiliate are a party to a contract with Network 1 and it's Member bank and that Network 1 and the Member bank has a direct contractual relationship  with  the  merchants  and  subscribing  businesses.  Network  1 acknowledges and agrees that Affiliate has certain rights to residual revenue as specifically  defined in this agreement.  Affiliate acknowledges and agrees that it  has  no  claims  or  rights  of  ownership  over  Merchants  and subscribing businesses,  Unless  ISO  agreement is consummated or Network 1 does not approve Affiliate  or Network 1 cancels Affiliate and that it is a service provider to a customer  of  Network  1  (namely Merchants and subscribing businesses). In such case,  Affiliate  shall  have  the right to Transfer accounts in accordance with Section  2.03  (b)  [RETENTION OF CONTRACTORS]  and  2.03  (c).  The  Affiliate's Fees outlined in Exhibit A attached  hereto  and  incorporated  herein  shall be subject to modification by Network  1, at its discretion, upon the giving of thirty-days (30) prior written notification.

3.02     PAYMENT.  The  Affiliate's Fee payable pursuant to this agreement shall be  payable  as  outlined in Exhibit A. All payments to Affiliate are subject to Network  1  receipt  of all amounts payable to Network 1 by the Member Bank with respect  to the transaction giving rise to Affiliate's Fee. Network 1 shall have no  liability  with  respect  to  the  payment  of such Affiliate's Fee (for any specific  Merchant)  under  Section 3.01  [AMOUNT] unless and until Network 1 receives the above  referenced  payment for Merchant.  In the event Merchant rejects fees for any  reason,  the  fees  due to Affiliate shall not be due and only payable upon Network 1's receipt of such payment. Payments will be made on or before the 25th of  each  calendar  month.

3.03     LOSSES.  All  losses  or  charges arising from acts or omissions of the Affiliate,  Contractors  located by the Affiliate, or arising from transactions, chargebacks,  lost  revenues  due  to  account  cancellation  or  rejected  fee collections,  acts  or omissions of Merchants obtained by Contractors located by Affiliate  shall  be  borne  as  set  out  in  Exhibit  C.

                                   ARTICLE IV  [RESTRICTIONS ON AFFILIATE]

RESTRICTIONS  ON  AFFILIATE

4.01     RESTRICTIONS.  Affiliate shall not, without the express written consent of  Network  1: i.           Contact  or  otherwise  deal directly with, VISA, MasterCard or the Member  Bank;  or ii.     Make  any representations with respect to Network 1, VISA, MasterCard or the  Member  Bank;  or iii.     Make  contact  with  or  contract  with  any vendor of Network 1 or its subsidiaries  including other Affiliate's, direct sponsored ISO/MSP's of Network 1/Member  Bank,  or  any merchants currently processing with Network 1 or Member Bank. iv.     Network  1  expressly  understands  and gives permission to Affiliate to contact  any  organization  that  Affiliate deems necessary to implement its ISO program.

4.02     NETWORK  1  NAME  USAGE.  Affiliate  shall  use  the  Network 1 name in Relationship to all Bankcard marketing activity as required by the rules of VISA USA,  International  and  MasterCard International.  Affiliate acknowledges that the  use of the Network 1 name is on a non-exclusive basis and further agrees to cease using Network 1 name, including but not limited to logo(s) and insignia(s) at  the written request of Network 1.  In the event this contract terminates for any  reason,  Affiliate  shall  immediately cease using the Network 1 name.  The insignia,  logo's,  Service  Marks,  trademarks  and  name  of Network 1 are the

Source: USIO, INC., SB-2, 4/28/2004





absolute  and  sole  right  of  Network  1  Financial  Corporation,  a  Virginia Corporation.

                                    ARTICLE V  [TERM AND TERMINATION]

TERM  AND  TERMINATION

5.01     TERM.  The  term  (Term)  of  this Agreement shall be for one hundred eighty  days  (180)  from  the  date set forth below unless Network 1 or Visa or MasterCard  or Harris Bank doesn't approve Affiliate's ISO application, in which case,  the  Term  will  be  3 years. This Agreement will automatically renew for successive  one-year  terms  unless  terminated by either party by providing the other  with  30  days  written notice that this Agreement will not be renewed or Affiliate  enters  into  a  Processing  agreement  with  Network  1  and  an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.

5.02     TERMINATION.  Agreement  may  be  terminated prior to the conclusion of the  Term  by  giving  written  notice  of  termination: A.     By  either  party  as  a  result of default by the other party under this Agreement  and failure to cure said default within thirty (30) days after notice of  said  default  is  given. B.     By  either  party  in the event of insolvency, receivership, voluntary or involuntary  bankruptcy  or  an assignment for the benefit of creditors of or by the Affiliate other than in the ordinary course of business.  However, Affiliate may  pledge  or  otherwise  collateralize  assets  for  the  purpose of securing commercial  loans or lines of credit in the ordinary course of business provided that  such  pledge  is  subordinate  to an security interest associated with the Merchant  accounts  and/or  losses  from  such  accounts. C.     By  Affiliate  in  the event of any changes in the Affiliate's Fee (other than  direct  pass through increases related to Visa and MasterCard interchange, fees,  assessments  and  dues,  processor  communication costs, and other direct increases  including  terminal  hardware). D.     By Network 1, for cause. For purpose hereof; cause shall consist of (i) fraud,  intentional  misrepresentation  or  negligence  by  Affiliate  or  any Contractor  located  by  Affiliate  in  compiling  or  providing any information submitted  to  or relied on by Network 1 to Network 1, whether or not such fraud or  misrepresentation  is based on a misstatement, omission, a substantive fact, or  data;  (ii)  intentional  violations  by  the Affiliate or any Contractor(s) located by Affiliate of any of the rules or regulations of VISA, MasterCard, the Member Bank or Network 1; and (iii) the providing of vendor services or merchant services  by  Affiliate  or  Contractor(s)  located  by  Affiliate  which  are competitive  with  Network  1 or without the prior written consent of Network 1, contrary  to Section 1.01  [CONTRACTORS] and IV, violation of any clause of Network 1 Affiliate Office  Agreement  and  failure  to  cure  such  violation  within  30  days  of notification E.     By  Network  1 in the event any provision of the Sales Certificate or the Code  of  Ethics  is  in  breach  by  the  Affiliate or Contractor(s) located by Affiliate. F.      Affiliate  enters  into a Processing agreement with Network 1 and an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.      If  this  Agreement is terminated for cause, all rights of the Affiliate to future  payments  hereunder shall immediately terminate and Transferability will remain  in  place  in  accordance  with  Section  2.03  (b)  [RETENTION OF CONTRACTORS]  and  2.03  (c).

5.03     EFFECT  OF  TERMINATION.  Upon termination of this Agreement, except in the  event  of  termination  due  to an uncured default by Affiliate pursuant to Section  5.02  [TERMINATION]A, Network 1 shall continue to pay to the Affiliate the Affiliate's Fee  described  in  Section  3.01  [AMOUNT]B for so long as Network 1 continues to process transactions  of the Merchants in accordance with Schedule B attached hereto and Affiliate  continues  to maintain the merchant accounts, provided, however, that no such Affiliate's Fees shall be earned or paid for any calendar month in which the  Affiliate's  Fee  does not exceed $500.  Upon termination due to an uncured default  by  Affiliate,  or  termination for cause pursuant to Section 5.02  [TERMINATION]D all Affiliates  fees  shall  cease  to  be  accrued  and  paid  immediately upon the occurrence  of  said  event. Additionally, upon termination of this contract for any  reason, all merchants recruited by Affiliate on behalf of Network 1 for any product  offered  through  Network  1,  Affiliate  shall  not approach, rewrite, pursue,  or  contract  with any current client for the purpose of obtaining said client as a new customer for Affiliate or any competing entity the Affiliate may be  in  contract  with.  Such  restriction shall also apply to Affiliate's past, current  and future officers, directors, sales representatives, and Contractors. If  terminated  for  cause  Affiliate is responsible for any expense incurred by Network  1 for investigating incidents, attorney fees, fines, and administration expense.

                                   ARTICLE VI  [INDEPENDENT CONTRACTOR]

INDEPENDENT  CONTRACTOR

Source: USIO, INC., SB-2, 4/28/2004





6.01     NO  EMPLOYER-EMPLOYEE  RELATIONSHIP.  Nothing  in  this contract or its fulfillment  is  intended  to  create  an employer-employee relationship between Affiliate and contractors located by Affiliate and Network 1.  You must not take a  position  contrary to your status as an independent contractor.  YOU agree to accept  the  responsibilities placed on an independent contractor by federal and state  law,  regulation,  and  rule  or  otherwise.

6.02     MANNER  & MEANS OF WORK CONDUCT.  You decide when and where, as well as the manner and means by which you conduct your work activities.  You acknowledge that  you  set  your  business  hours.

6.03     BUSINESS  RESPONSIBILITY.  You  shall  be  responsible  for and pay all expenses  and  fees  incurred by you, including but not limited to your business overhead,  transportation,  state and federal income taxes, self-employment tax, unemployment  tax  and workers' compensation.  You are responsible for and shall pay  all  taxes,  duties,  assessments  and  governmental charges, now or in the future,  related  to  carrying  out  your obligations under this contract and or payments  made  to  you  by  Network  1.

                                   ARTICLE VII  [INDEMNIFICATION]

INDEMNIFICATION

7.01     AFFILIATE.  Affiliate  hereby  agrees  to  indemnify  and hold harmless Network  1, VISA, MasterCard and the Member Bank from and against any loss, cost or  damage (including reasonable legal fees and court costs) incurred by Network 1,  VISA,  MasterCard  and the Member Bank as a result of Affiliate's failure to comply  with  the  terms  of  this Agreement, Affiliate's misrepresentation with respect  to this Agreement or Affiliate's knowing or negligent misrepresentation with  respect  to  Contractors.

7.02     NETWORK  1.  Network  1  hereby  agrees  to indemnify and hold harmless Affiliate  from and against any loss, cost or damage (including reasonable legal fees  and  court costs) incurred by Affiliate as a result of Network 1's failure to  comply  with  the  terms  of  this  Agreement.

                                  ARTICLE VIII  [MISCELLANEOUS]

MISCELLANEOUS

8.01     NOTICES.  All  notices  required  hereunder  shall  be  in  writing and delivered in person, by e-mail, facsimile, Federal Express, UPS, or by certified or  registered  mail,  return  receipt requested, postage prepaid.  Such notices shall  be  addressed  as  follows:      To  Network  1     To  Affiliate      Network  1  Financial     Payment  Data  Systems      1501  Farm  Credit  Drive     12500  San  Pedro,  Suite  120      Suite  1500     San  Antonio,  TX  78216      McLean,  Virginia  22102-5004     FAX:  210.249.4130 All  notices  shall  be deemed given when delivered in person or upon depositing said  notice  in  the  United  States  mail with proper postage affixed thereto.

8.02     NON-EXCLUSIVITY.  Affiliate's  rights  to  locate Contractors hereunder shall  not  be  exclusive.  It  is  expressly  contemplated  and understood that Network  1  will  utilize  other  persons  and  companies to locate Contractors.

8.03     AMENDMENT.  Except as otherwise provided herein, this Agreement and the Schedules  hereto  may  not  be  amended,  altered or modified except in writing executed  by  all  parties  hereto.

8.04     BENEFITS AND ASSIGNMENTS.  This agreement may be assigned or delegated, in whole or in part, by NETWORK 1 without the prior written consent of the other party  herein.  This  agreement  may  not  be assigned or delegated by Affiliate without  prior  written  consent  from  Network  1.  Such  consent  shall not be unreasonably  withheld.

8.05     GOVERNING  LAW.  All  disputes  or  claims  by  Payment  Data  Systems hereunder  shall be resolved by arbitration in McLean, Virginia, pursuant to the rules of the American Arbitration Association. All disputes or claims by NETWORK 1  hereunder shall be resolved by arbitration in San Antonio, Texas, pursuant to the  rules  of  the  American  Arbitration  Association.

8.06     ARBITRATION.  All  disputes  or  claims  hereunder shall be resolved by arbitration  in  McLean,  Virginia,  pursuant  to  the  rules  of  the  American Arbitration  Association.

8.07     SEVERABILITY.  The  illegality,  invalidity  or unenforceability of any provision  of  this  Agreement shall not affect the remainder of this Agreement. 8.08     ENTIRE  AGREEMENT.  This Agreement and the attached Schedules, Exhibits and  Addendums hereto contain the entire understanding of the parties hereto and

Source: USIO, INC., SB-2, 4/28/2004





supersede  all  prior  agreements with respect to the subject of this Agreement. EXECUTED  this ________ day of ______________________, in the year ____________.      Network  1     Affiliate By:  ______________________________________     By: ________________________________________ Authorized  Representative     Authorized  Representative

Source: USIO, INC., SB-2, 4/28/2004 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
answer:
The  Exit  Fee  shall  be  paid  by  Affiliate  immediately prior to the assignment  or  Transfer of Merchants and/or its net revenue.  The amount of the Exit Fee during and following the termination of this Agreement shall be defined as  the  following:  (1)  the aggregate sum, per transferring merchant, equal to eighteen  (18) months net recurring revenue normally paid to Affiliate under the compensation  terms  of  this  Agreement  to  a  maximum  of  $250,000.