UNIVERSIDAD DE PUERTO RICO 
BANCO POPULAR DE PUERTO RICO 
AFFINITY AGREEMENT 

APPEAR 

AS  PRIMARY  PARTY  FIRST  PART:  THE  UNIVERSITY  OF  PUERTO  RICO 
(hereinafter  referred  to  as  "THE  UNIVERSITY"),  a  public  corporation  of  the 
Commonwealth of Puerto Rico, dedicated to higher education, Puerto Rico Federal Tax 
Identification  Number  XX-XXXXXXX,  with  its  principal  office  at  San  Juan,  Puerto 
Rico, represented in this contract by its President, Antonio Garcia Padilla, Esq., of legal 
age, single and resident of San Juan, Puerto Rico. 

AS  SECONDARY  PARTY:  BANCO  POPULAR  DE  PUERTO  RICO  (hereinafter 
referred to as "THE BANK") with main offices at 209 Muñoz Rivera Avenue, Hato Rey, 
Puerto  Rico,  Federal  Tax  Identification  Number  XX-XXXXXXX,  represented  by  its 
Senior Vice President, Fabio Garcia Passalacqua of legal age, married and resident of San 
Juan, Puerto Rico. 

SET FORTH 

WHEREAS,  THE  UNIVERSITY  is  the  sole  public  institution  of  higher  education  in 
Puerto Rico, has served for over one hundred years and has graduated more than 400,000 
people. 

WHEREAS,  THE  UNIVERSITY  desires  to  cultivate  a  long  term  relationship  with  its 
students,  alumni  and  friends  and  as  most  public  universities  do,  seek  their  economic 
support for its various activities, programs and projects. 

WHEREAS, THE UNIVERSITY and its eleven campuses are currently developing the 
infrastructure  necessary  to  consistently  foster  relationships  with  its  alumni  and 
systematically raise private funds. 

WHEREAS,  THE  UNIVERSITY  has  been  actively  soliciting  private  donations  to 
increase the University's endowment fund. 

WHEREAS, THE BANK has provided THE UNIVERSITY since 2005 an affinity credit 
card program that contributes, according to the terms to be described below, to the steady 
receipt  of  donations  from  students,  alumni,  friends,  faculty  and  staff  for  THE 
UNIVERSITY'S endowment. 

WHEREAS,  THE  UNIVERSITY  and  THE  BANK  have  expressed  the  intention  of 
renewing the agreement signed in 2005 for another period of two years, as stipulated in 
the original agreement. 

NOW THEREFORE, the PARTIES hereby agree to the following: 

1. DEFINITIONS 

    When used in this Agreement. 

     (a) "Agreement" means this agreement, Addendum A, and Schedules A and B. 

     (b)  "Credit  Card  Account"  means  a  credit  card  account  opened  by  a  Member  in 
response  to  marketing  efforts  made  pursuant  to  the  Program.  A  "Student  Credit  Card 
Account" is a Credit Card Account opened through an application coded by The Bank as 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a  student  application.  An  "Alumni  Credit  Card  Account"  is  a  Credit  Card  Account 
opened through an application coded BPPR as an alumni application. 

    (c) “Customer” means any Member who is participant in the Program. 

    (d) “Mailing List” means an updated and current list and or magnetic tape (in a format 
designed  by  THE  BANK)  containing  names,  postal  addresses  and,  when  available, 
telephone numbers and e-mail addresses of Members who are at least eighteen (18) years 
of age, segmented by zip codes or reasonably selected membership characteristics. 

    (e) "Member" means: (i) an undergraduate or graduate student of THE UNIVERSITY 
(each  a  "Student  Member");  and  (ii),  alumni  of  THE  UNIVERSITY,  a  member  of  the 
Alumni  Association,  friends,  faculty  and  staff  of  the  University,  fans,  ticket  holders, 
donors  and  contributors  of  any  University  athletic  team  or  athletic  department  and/or 
other  potential  participation  mutually  agreed  to  by  the  Alumni  Association  and  THE 
BANK (each an "Alumni Member"). 

    (f) "Program" means credit card products THE BANK agrees to offer pursuant to this 
Agreement to the Members from time to time. 

    (g) "Royalties" means the compensation set forth In Schedule B. 

    (h) "Trademarks" means any design, image, visual representation, logo, service mark, 
trade dress, trade name, or trademark used or acquired by THE UNIVERSITY during the 
term of this Agreement. 

    (i)  "THE  UNIVERSITY  Affiliate"  means  any  of  the  eleven  (11)  campuses  and 
administrative units of the University System. 

2. RIGHTS AND RESPONSIBILITIES OF THE UNIVERSITY 

    (a)  THE UNIVERSITY agrees that, during the term of this Agreement, it will endorse 
that  neither  THE  UNIVERSITY  nor  any  THE 
the  Program  exclusively  and 
UNIVERSITY Affiliate shall by itself or in conjunction with others, directly or indirectly 
(i)  sponsor,  advertise,  aid,  develop,  market,  solicit  proposals  for  programs  offering,  or 
discuss with any organization (other than THE BANK) the providing of, any credit card 
product of any organization other than THE BANK~ (ii) license or allow others to license 
the Trademarks in relation to or for promoting any credit card product of any entity other 
than THE BANK, (iii) sell, rent or otherwise make available or allow others to sell, rent 
or otherwise mal(e available any of its mailing lists or information about any current or 
potential Members In relation to or for promoting any credit card product of any entity 
other than THE BANK; and (iv) allow advertising from any other financial institution in 
THE  UNIVERSITY  premises,  if  such  advertisement  includes  a  credit  card  product  not 
Issued  by  THE  BANK.  As  of  today,  THE  PARTIES  acknowledge  that  there  may  be 
similar products being provided by other groups or organization which are not part of the 
UNIVERSITY and are not UNIVERSITY Affiliates. 

   (b)  THE  UNIVERSITY  agrees  to  provide  THE  BANK  with  such  information  and 
assistance  as  may  be  reasonably  requested  by  THE  BANK  in  connection  with  the 
Program. 

   (c) THE UNIVERSITY authorizes THE BANK to solicit its Members by mail, direct 
promotion,  internet,  advertisements,  e-mail  and/or  telephone  for  participation  in  the 
Program. The parties agree that no provision in this Agreement regarding the provision of 
any  part  of  the  Mailing  Lists  by  THE  UNIVERSITY  shall  require,  or  be  construed  as 
requiring, THE UNIVERSITY to take any action in violation of applicable provisions of 
the Family Educational Rights and Privacy Act of 1974 (the "Act") or any other federal 
or local law or regulation. 

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   (d) THE UNIVERSITY shall have the right of prior approval of all Program advertising 
and  solicitation  materials 
to  be  used  by  THE  BANK,  which  contains  THE 
UNIVERSITY'S  Trademark;  such  approval  shall  not  be  unreasonably  withheld  or 
delayed.  In the event that THE BANK incurs a cost because of change in the Trademarks 
(e.g.  the  cost  of  reissuing  new  credit  cards),  THE  BANK  may  deduct  such  costs  from 
Royalties  due  THE  UNIVERSITY.    In  the  event  such  costs  exceed  Royalties  then  due 
THE UNIVERSITY, THE UNIVERSITY shall promptly reimburse THE BANK for all 
such costs. 

   (e)  Upon the request of THE BANK, THE UNIVERSITY shall provide THE BANK 
with  the  Mailing  List  tree  of  any  charge:  provided,  however,  that  THE  UNIVERSITY 
shall not include in any Mailing List the name and/or related  information regarding any 
person who has expressly requested that THE UNIVERSITY not provide his/her personal 
information  to  third  parties.  In  the  event  that  THE  BANK  incurs  a  cost  because  of  a 
charge  assessed  by  THE  UNIVERSITY  or  its  agents  for  an  initial  Mailing  List  or  an 
update  to  that  list,  THE  BANK  may  deduct  such  costs  from  Royalties  due  THE 
UNIVERSITY. THE UNIVERSITY shall provide the initial Mailing List, containing at 
least  forty  thousand  (40,000)  non-duplicate  alumni  names  (of  persons  at  least  eighteen 
years  of  age)  with  corresponding  valid  postal  addresses  and,  when  available,  telephone 
numbers and e-mail addresses of Alumni Members as soon as possible but no later than 
thirty  (30)  days  after  THE  UNIVERSITY'S  execution  of  this  Agreement.  The  parties 
agree  that  no  provision  in  this  Agreement  regarding  the  provision  of  any  part  of  the 
Mailing  Lists  by  THE  UNIVERSITY  shall  require,  or  be  construed  as  requiring,  THE 
UNIVERSITY  to  take  any  action  in  violation  of  applicable  provisions  of  the  Family 
Educational Rights and Privacy Act of 1974 (the "Act") or any other federal or local law 
or regulation. 

   (f)  THE  UNIVERSITY  shall  only  provide  information  to  or  otherwise  communicate 
with Members or potential Members about the Program with THE BANK'S prior written 
approval,  except  for  current  advertising  and  solicitation  materials  provided  by  THE 
BANK  to  THE  UNIVERSITY.  Notwithstanding  the  above,  THE  UNIVERSITY  may 
respond  to  individual  inquiries  about  the  Program  from  Its  Members  on  an  individual 
basis,  provided  that  said  responses  are  accurate  and  consistent  with  the  then  current 
materials provided by THE BANK to THE UNIVERSITY. Any correspondence received 
by  THE  UNIVERSITY  that  is  intended  for  THE  BANK  (e.g.,  applications,  payments, 
billing  inquiries,  etc.)  shall  be  forwarded  to  the  THE  BANK  account  executive  via 
overnight courier or messenger within 24 hours of receipt. All charges incurred for this 
service will be paid by THE BANK. 

   (g) THE UNIVERSITY hereby grants THE BANK and its affiliates a limited, exclusive 
license  to  use  the  Trademarks  solely  in  conjunction  with  the  Program,  Including  the 
promotion thereof. This license shall be transferred upon assignment of this Agreement. 
This license shall remain in effect for the duration of this Agreement and shall apply to 
the Trademarks, notwithstanding the transfer of such Trademarks by operation of law or 
otherwise  to  any  permitted  successor,  corporation,  organization  or  individual.  THE 
UNIVERSITY  shall  provide  THE  BANK  all  Trademarks  production  materials  (e.g., 
camera ready art) required by THE BANK for the Program, as soon as possible but no 
later  than  thirty  (30)  days  after  THE  UNIVERSITY'S  execution  of  this  Agreement. 
Nothing  stated  in  this  Agreement  prohibits  THE  UNIVERSITY  from  granting  to  other 
persons a license to use the Trademarks in conjunction with the providing of any other 
service or product, except for any Credit Card Products. 

   (h) THE UNIVERSITY shall permit THE BANK to advertise the Program on its home 
page  and  at  other  prominent  locations  within  the  internet  site  of  THE  UNIVERSITY. 
THE BANK may establish a "hot-link" from such advertisements to another internet side 
to enable a person to apply for a Credit Card Account. THE UNIVERSITY shall modify 
or remove such advertisements within twenty-four (24) hours of THE BANK'S request. 

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3. RIGHTS AND RESPONSIBILITIES OF THE BANK 

   (a) THE BANK shall design, develop and administer the Program for the Members. 

   (b) THE BANK shall design all advertising, solicitation and promotional materials with 
regard  to  the  Program.  THE  BANK  reserves  the  right  of  prior  written  approval  of  all 
advertising and solicitation materials concerning or related to the Program, which may be 
developed by or on behalf of THE UNIVERSITY. 

   (c)    THE  BANK  shall  bear  all  costs  of  producing  and  mailing  materials  for  the 
Program. 

   (d)    THE  BANK  shall  make  all  credit  decisions  and  shall  bear  all  credit  risks  with 
respect to each Customer’s account(s) independently of THE UNIVERSITY. 

   (e)  THE  BANK  shall  use  the  Mailing  Lists  provided  pursuant  to  this  Agreement 
consistent with this Agreement and shall not permit those entities handling these Mailing 
Lists to use them for any other purpose, nor shall THE BANK reproduce, rent or sell the 
Mailing List for any reason other than the purpose of fulfilling its obligations under this 
Agreement. THE BANK shall have the sole right to designate Members on these Mailing 
Lists to whom promotional material will not be sent. These Mailing Lists are and shall 
remain  the  sole  property  of  THE  UNIVERSITY.  However,  THE  BANK  may  maintain 
separately all information which is obtained as a result of an account relationship or an 
application for an account relationship. This information becomes a part of THE BANK'S 
own files and shall not be subject to this Agreement, provided however that THE BANK 
will not use this separate  information in a manner that would imply an endorsement by 
THE UNIVERSITY. 

4. REPRESENTATIONS AND WARRANTIES 

   (a) THE UNIVERSITY and THE BANK each represents and warrants to the other that 
as of the Effective Date and throughout the term of this Agreement. 

(i) It is duly organized, validly existing and in good standing. 

(ii)  It  has  all  necessary  power  and  authority  to  execute  and  deliver  this 

Agreement and to perform its obligations under this Agreement. 

(iii)  This  agreement  constitutes  a  legal,  valid  and  binding  obligation  of  such 
party,  enforceable  against  such  party  in  accordance  with  its  terms,  except  as  such 
enforceability  may  be  limited  by  bankruptcy,  insolvency,  receivership,  organization  or 
other similar laws affecting the enforcement of creditor's rights generally and by general 
principles of equity. 

(iv)  No  consent,  approval  or  authorization  from  any  third  party  is  required  in 
connection with the execution; delivery and performance of this Agreement, except such 
as have been obtained and are in full force and effect. 

(v)  The  execution,  delivery  and  performance  of  this  Agreement  by  such  party 
will not constitute a violation of any law, rule, regulation, court order or ruling applicable 
to such party. 

   (b) THE UNIVERSITY represents and warrants to THE BANK as of the date hereof 
and throughout the term of this Agreement that it has the right and power to license the 
Trademarks to THE BANK for use as contemplated by this Agreement and to provide the 
Mailing  List(s)  to  THE  BANK  for  the  promotion  of  the  Program.  THE  UNIVERSITY 
will hold THE BANK, its directors, officers, agents, employees, affiliates, successors and 

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assigns  harmless  from  and  against  all  liability,  causes  of  action,  and  claims,  and  will 
reimburse THE BANK'S reasonable and actual costs in connection therewith (including 
attorney's fees), arising from the Trademark license granted herein or from THE BANK's 
use of the Trademarks m reliance thereon, or from the use of any Mailing List(s) by THE 
BANK for the promotion of the program. Each party shall promptly notify the other party 
in the manner provided herein upon learning of any claims or complaints relating to such 
license or the use of any Trademarks. 

5.  ROYALTIES 

   (a)    During  the  term  of  this  Agreement,  THE  BANK  shall  pay  Royalties  to  THE 
UNIVERSITY.  Royalties will not be paid without a completed Schedule C (W-9 Form 
and EFT Form).  Except as otherwise provided in Schedule B, payment of Royalties then 
due shall be made on or before twenty (20) days, after the end of each calendar quarter. 

   (b)  On or before the twentieth (20th) day after the end of each calendar quarter during 
the  term  of  this  Agreement,  THE  BANK  will  provide  THE  UNIVERSITY  with  a 
statement  showing  the  number  of  Credit  Card  Accounts  opened,  the  number  of  Credit 
Card Accounts renewed and the retail purchase volume (excluding those transactions that 
relate to refunds, returns and unauthorized), made during the preceding calendar quarter. 

   (c) The income produced by this program will be used to increase the Endowment Fund 
of THE UNIVERSITY. 

   (d) The BANK must assign codes  which identify the campus and individual accounts 
which generated these funds, and provide the data from which reports can be produced by 
campus. Each card account should be identified with its respective campus to make easier 
for  Central  Administration  and  for  each  campus  the  identification  of  the  revenues 
obtained from this source. 

6. PROGRAM ADJUSTMENTS 

A  summary  of  the  current  features  of  the  Program  are  set  forth  in  a  Schedule  A.  THE 
BANK and THE UNIVERSITY could reserves the right to make periodic adjustments to 
the Program and its terms and features by mutual agreement. 

7. CONFIDENTIALITY OF AGREEMENT 

to, 

the  execution  of 

The  terms  of  this  Agreement,  any  proposal,  financial  information  and  proprietary 
information  provided  by  or  on  behalf  of  one  party  to  the  other  party  prior  to, 
contemporaneously  with,  or  subsequent 
this  Agreement 
("Information) are confidential as of the date of disclosure. Such Information will not be 
disclosed by such other party to any other person or entity, except as permitted under this 
Agreement or as mutually agreed in writing. THE BANK and THE UNIVERSITY shall 
be  permitted  to  disclose  such  Information  (i)  to  their  accountants,  legal,  financial  and 
marketing advisors, and employees as necessary for the performance of their respective 
duties,  provided  that  said  persons  agree  to  treat  the  Information  as  confidential  in  the 
above  described  manner  and  (ii)  as required  by  law or  by  any  governmental regulatory 
authority. 

8. TERM OF AGREEMENT 

The term of this Agreement will begin on the Effective Date and end on December 31, 
2009.  This  Agreement  will  automatically  extend  at  the  end  of  its  term  or  any  renewal 
term for successive-two year periods. The automatic extension or renewal will not take 
place if EITHER P ARTY at least sixty (60) days prior to the end of the initial or renewal 
term gives notice in writing to the OTHER PARTY of its intention not to extend or renew 
the Agreement. 

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9. STATE LAW GOVERNING AGREEMENT 

This Agreement shall  be governed by and subject to the laws of the Commonwealth of 
Puerto Rico (without regard to its conflict of laws principles) and shall be deemed for all 
purposed to be made and fully performed in Puerto Rico. 

10. TERMINATION 

   (a)    In  the  event  of  any  material  breach  of  this  Agreement  by  THE  BANK  or  THE 
UNIVERSITY,  the  other  party  may  terminate  this  Agreement  by  giving  notice,  as 
provided herein, to the breaching party.  The notice shall (i) describe the material breach; 
and  (ii)  state  the  party's  intention  to  terminate  this  Agreement.    If  the  breaching  party 
does  not  cure  or  substantially  care  such  breach  within  thirty  (3)  days  after  receipt  of 
notice, as provided herein (the "Cure Period"), then this Agreement shall terminate thirty 
(30) days after receipt of notice. 

   (b) If either THE BANK or THE UNIVERSITY becomes insolvent in that its liabilities 
exceed its assets, or is adjudicated insolvent, or THE UNIVERSITY takes advantage of 
or  is  subject  to  any  insolvency  proceeding,  or  makes  an  assignment  for  the  benefit  or 
creditors or is subject to receivership, conservatorship or liquidation then the other party 
may immediately terminate this Agreement. 

   (c) Upon termination of this Agreement, THE BANK shall, in a manner consistent with 
Section 10(d) of this Agreement, cease to use the Trademarks. THE BANK agrees that 
upon such termination it will not claim any right, title, or interest in or to the Trademarks 
or to the Mailing Lists provided pursuant to this Agreement. However, THE BANK may 
conclude all solicitation that is required by law. 

   (d)  THE  BANK  shall  have  the  right  to  prior  review  and  approval  of  any  notice  in 
connection  with,  relating  or  referring  to  the  termination  of  this  Agreement  to  be 
communicated  by  THE  UNIVERSITY  or  any  THE  UNIVERSITY  Affiliate  to  the 
Members.  Such  approval  shall  not  be  unreasonably  withheld.  Upon  termination  of  this 
Agreement,  THE  UNIVERSITY  shall  not  attempt  to  cause  the  removal  of  THE 
UNIVERSITY'S identification or Trademarks from any person's credit devices, checks or 
records  of  any  Customer  existing  as  of  the  effective  date  of  termination  of  this 
Agreement. 

   (e) In the event that a material change in any applicable law, statute, operating rule or 
regulation, or any material change in any operating rule or regulation of either VISA or 
MasterCard makes the continued performance of this Agreement under the then current 
terms  and  conditions  unduly  burdensome,  then  THE  BANK  shall  have  the  right  to 
terminate  this  Agreement  upon  ninety  (90)  days  advance  written  notice.  Such  written 
notice shall include an explanation of the burden imposed as a result of such change. 

   (f)  For  a  one  (1)  year  period  following  the  termination  of  this  Agreement  for  any 
reason,  THE  UNIVERSITY  agrees  that  neither  THE  UNIVERSITY  nor  any  THE 
UNIVERSITY  Affiliate  shall,  by  itself  or  in  conjunction  with  others,  directly  or 
indirectly,  specifically  target  any  offer  of  a  credit  or  charge  card  related  product  to 
persons who were Customers. Notwithstanding the foregoing, THE UNIVERSITY may, 
after  termination  on  of  this  Agreement,  offer  persons  who  were  Customers  the 
opportunity 
in  another  credit  card  program  endorsed  by  THE 
UNIVERSITY provided the opportunity is not only made available to such persons but 
rather  as  a  part  of  a  general  solicitation  to  all  Members  and  provided  further  no  such 
persons are directly or indirectly identified as a customer of THE BANK, or offered any 
terms or incentives different from that offered to all Members. 

to  participate 

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11. MISCELLANEOUS 

   (a)  This  Agreement  cannot  be  amended  except  by  written  agreement  signed  by  the 
authorized agents of both parties hereto. 

   (b) The obligations III Sections 4(b), 7, 10(d) and 10(f) shall survive any termination of 
this Agreement. 

   (c)  The  failure  of  any  party  to  exercise  any  rights  under  this  Agreement  shall  not  be 
deemed a Waiver of such right or any other rights. 

   (d)  The  section  captions  are  inserted  only  for  convenience  and  are  in  no  way  to  be 
construed as part of this Agreement. 

   (e)    If  any  part  of  this  Agreement  shall  for  any  reason  be  found  or  held  invalid  or 
unenforceable  by  any  court  or  governmental  agency  of  competent  jurisdiction,  such 
invalidity or unenforceability shall not affect the remainder of this Agreement which shall 
survive  and  be  construed  as  if  such  invalidity  or  unenforceability  shall  not  affect  the 
reminder of  this  Agreement,  which shall  survive  and be  construed  as  if such  invalid  or 
unenforceable part had not been contained herein. 

   (f)  All notices relating to this Agreement shall be in writing and shall be deemed given 
(i) upon receipt by hand delivery, facsimile or overnight courier, or (ii) three (3) business 
days  after  mailing  by  registered  or  certified  mail,  postage  prepaid,  return  receipt 
requested. All notices shall be addressed as follows: 

(1) If to THE UNIVERSITY: 

UNIVERSITY OF PUERTO RICO  
Central Administration  
Office of Finance  
Jardín Botánico Sur  
1189 calle Flamboyán  
San Juan, Puerto Rico 00926-1117 

(2) If to THE BANK 

BANCO POPULAR DE PUERTO RICO (624)  
PO Box 362708  
San Juan, Puerto Rico 00936-2708 

Any  party  may  change  the  address  to  which  communications  are  to  be  sent  by  giving 
notice, as provided herein, of such change of address. 

   (g)  This  Agreement  contains  the  entire  agreement  of  the  parties  with  respect  to  the 
matters covered herein and supersedes all prior promises and agreements, written or oral, 
with respect to the matters covered herein. THE BANK may utilize the services of any 
third party in fulfilling its obligations under this Agreement. 

   (h) THE BANK and THE UNIVERSITY are not agents, representatives or employees 
of each other and neither party shall have the power to obligate or bind the other in any 
manner except as otherwise expressly provided by this Agreement. 

   (i) Nothing expressed or implied in this Agreement is intended or shall be construed to 
confer  upon  or  give  any  person  other  than  THE  UNIVERSITY  and  THE  BANK,  their 
successors and assigns, any rights or remedies under or by reason of this Agreement. 

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   (j) Neither party shall be in breach hereunder by reason of its delay in the performance 
of or failure to perform any of its obligations herein if such delay or failure is caused by 
strikes,  acts  of  God  or  the  public  enemy,  riots,  incendiaries,  interference  by  civil  or 
military  authorities,  compliance  with  governmental  laws,  rules,  regulations,  delays  in 
transit  or  delivery,  or  any  event  beyond  its  reasonable  control  or  without  its  fault  or 
negligence. 

   (k) This Agreement may be executed in two or more counterparts, each of which shall 
be  deemed  an  original,  but  all  of  which  together  shall  constitute  one  and  the  same 
instrument. 

   (1)  Subject  to  applicable  law  and  regulation,  THE  BANK  has  the  right  to  place 
trademarks on gifts for individuals completing applications and on other premium items, 
including without limitation t-shirts, hats, "bobble heads", or other items suitable in THE 
BANK'S  judgment  for  the  solicitation  of  Credit  Card  Account  applications.    THE 
UNIVERSITY  shall  have  final  approval  of  the  use  and  appearance  of  the  Trademarks 
used  on  such  materials,  but  hereby  grants  THE  BANK  the  right  to  use  such  approved 
materials at THE BANK'S discretion.  In no event shall THE BANK be required to pay 
additional amounts to any third party (e.g., any producer, licensor (ee) or manufacturer of 
such gifts and premiums) as royalties otherwise due directly or indirectly to or on behalf 
of THE UNIVERSITY for such gifts or premiums. THE UNIVERSITY agrees to waive 
such payments from any such third party (ies) (and/or to cause the usual recipient(s) of 
such payments to waive such payments), and to execute and deliver (and/or to cause the 
usual  recipient(s)  of  such  payments 
to  execute  and  deliver)  such  additional 
documentation as may be necessary or appropriate to give effect to this waiver. If a third 
party should refuse to give effect to THE UNIVERSITY's waiver by reducing the price to 
THE BANK for such gifts or premiums by the applicable amount then THE BANK may 
deduct such applicable amount from all Royalties otherwise due under this Agreement to 
THE UNIVERSITY. 

This Agreement is entered into as of this 18 day of December, 2008, 

IN  WITNESS  WHEREOF,  each  of  the  parties,  by  its  representative,  has  executed  this 
Agreement as of the Effective Date. 

UNIVERSITY OF PUERTO RICO 

         BANCO POPULAR DE PUERTO RICO 

8 

 
 
 
 
 
 
 
 
 
 
 
 
 
SCHEDULE A 

TERMS AND FEATURES 

Subject  to  (i)  BPPR'S  right  to  vary  the  program  and  its  terms  and  features  at  its  own 
discretion,  and  (ii)  the  applicable  agreement  entered  into  between  BPPR  and  each 
Customer: 

A. CREDIT CARD ACCOUNTS 

B. CREDIT EDUCATION  

BPPR will prepare the necessary materials to educate students on the importance 
of main taming a good credit history. 

9 

 
 
 
 
 
 
 
 
 
SCHEDULE B 

ROYALTY ARRANGEMENT 

During the term of this Agreement, BPPR will pay UPR a Royalty calculated as provided 
below.  All  Royalty  payments  due  hereunder  are  subject  to  approval  by  BPPR  for  any 
prior overpayment of Royalties by BPPR: 

A. CREDIT CARD ACCOUNTS 

1. $1.00 (one dollar) for each new Credit Card Account opened which remains open for 
at least ninety (90) consecutive days. 

2. $1.00 (one dollar) for each Credit Card Account which: 1) has a balance greater than 
zero as of every anniversary of this agreement; and  2) has had active charging privileges 
for each of the preceding twelve months. 

3.  0.40%  (four  tenths  of  one  percent)  of  all  retail  purchase  and.  balance  transfer 
transactions dollar volume generated by Customers using a Credit Card Account which:  
1) has a balance greater than zero as of every anniversary of this agreement; and 2) has 
had active charging privileges for each of the preceding twelve months. 

10 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADDENDUM A 

TO AGREEMENT FOR AFFINITY CARD 
BETWEEN THE UNIVERSITY OF PUERTO RICO 
AND BANCO POPULAR DE PUERTO RICO 

This  Addendum  to  the  Affinity  Agreement  ("Affinity  Agreement")  entered  into  by  and  between 
the University of Puerto Rico ("THE UNIVERSITY") and Banco Popular de Puerto Rico ("THE 
SUPPLIER"),  employer  social  security  number  XX-XXXXXXX,  incorporates  the  mandatory 
contract clauses required by the University of Puerto Rico regulations to appear in all Agreements 
signed  by  It,  the  same,  if  and  when  applicable,  shall  be  effective  upon  execution  of  the  said 
Agreement  and  shall  become  part  of  and  be  incorporated  into  the  said  Agreement  as  if  it  was 
written therein. 

ONE: DEPARTMENT OF LABOR INSURANCES COMPLIANCE CLAUSE------- 

THE SUPPLIER certifies and guarantees that it IS making, and will make, any payments related 

to  unemployment  insurance,  SINOT,  temporary  disability,  drivers  insurance  (if  applicable),  as 

required  by  the  Department  of  Labor  of  the  Commonwealth  of  Puerto  Rico,  and/or  is  under  a 

payment plan that it IS being fully complied with. It expressly recognizes that the absence of truth 

in this statement will constitute sufficient cause for THE UNIVERSITY to cancel the Agreement; 

in such case, THE SUPPLIER will have to reimburse THE UNIVERSITY any amount of money 

received under the Agreement. ------- 

TWO: GOVERNMENT ETHICS ACT CERTIFICATION CLAUSE--------------------- 

THE  SUPPLIER  represents  that  no  employee  or  officer  of  THE  UNIVERSITY  has  direct  or 

indirect pecuniary interest in the granting of the Agreement, pursuant to Law 12 of July 24, 1985, 

known  as  the  Commonwealth  of  Puerto  Rico's  Government  Ethics  Act.  In  the  same  way,  the 

signing officer to the Agreement for THE UNIVERSITY represents that he/she does not have any 

kind of pecuniary interest m realizing the same. --------------------- 

THREE: AUDIT DOCUMENT PRESERVATION CLAUSE ------------------------------- 

THE  SUPPLIER  agrees  to  preserve  all  reports  and  other  documents  related  with  the  services 

rendered under the Agreement and make them available to be examined or copied by the Office of 

Internal  Auditors  of  the  University,  or  by  any  firm  of  external  auditors  retained  by  THE 

UNIVERSITY or by the Office of the Comptroller of Puerto Rico for purposes of auditing THE 

UNIVERSITY.    Any  audit  of  the  work  of  THE  SUPPLIER  under  the  Agreement  will  be 

performed in reasonable dates during the period of performance of its services or thereafter, and 

according  to  generally  accepted  auditing  practices.  Those  document  will  be  kept  by  THE 

SUPPLIER for a period of no less than six (6) years or until an investigation by the Office of the 

Comptroller of Puerto Rico is performed, whatever happens first. ---------------------------------------

---------------------------- 

FOUR: LIABILITY RELEASE CLAUSE ------------------------------------------------------- 

THE  SUPPLIER,  notwithstanding  the  release  clause  provided  for  in  the  Agreement  and 

supplementing  the  same,  states  that  it  will  be  responsible  for  any  Judicial  and/or  extra  judicial 

claim  and  responsible  to  provide  indemnity  for  damages  and  harm,  where  damages  or  harm  are 

11 

 
 
 
 
 
 
 
 
allegedly  caused  by  willful  acts  or  gross  negligent  actions  or  omissions,  occurring  totally  or 

partially  during  the  realization  of  the  services  or  job  contracted  for  herein  by  THE  SUPPLIER, 

exonerating and releasing THE UNIVERSITY of all responsibility in said cases. Such indemnity 

does  not  apply  to  any  acts  asserted  against  THE  UNIVERSITY  caused  by  negligent  actions  or 

omissions allegedly caused by caused by itself, its agents or employees. -------------------------------

-------------------------------------- 

FIVE: TERMINATI0N CLAUSE ------------------------------------------------------------------ 

Notwithstanding  the  termination  clause  provided  for  in  the  Agreement,  THE  UNIVERSITY 

reserves the right to terminate the Agreement by notifying THE SUPPLIER thirty (30) days prior 

to the date of the termination. Also, THE UNIVERSITY may immediately cancel the Agreement 

without previous notice when THE SUPPLIER engages in negligence, unfulfillment, or violation 

of  any  condition  of  the  Agreement.  In  terminations  under  this  clause  it  is  agreed  that  the  only 

recourse of THE SUPPLIER will be the recovery of any fees owned for services rendered up until 

the date the notice of termination is received. ---------------------------------------------------------------

------------------ 

SIX: GOVERNMENT FUNDS OR PROPERTY CERTIFICATION CLAUSE -------- 

THE SUPPLIER certifies that  it has not been convicted of any crime or violation of law against 

the  national  treasury,  any  legal  authority  or  regarding  state  or  federal  government  funds  or 

property,  pursuant  to  Puerto  Rico  Public  Law  number  458  of  December  29,  2000,  as  amended.  

This condition is essential for granting the present Agreement and if the certification turns out to 

be incorrect,  in whole or  in part,  it shall be sufficient cause  for THE UNIVERSITY to cancel it 

unilaterally  and  THE  SUPPLIER  will  have  to  reimburse  all  sums  of  money  received  under  the 

Agreement to THE UNIVERSITY. The Agreement will be terminated if during its execution THE 

SUPPLIER IS found guilty of any violation of law against the national treasury, legal authority or 

regarding state or federal government funds or property. --------------------------------------------------

------------------------------------- 

SEVEN: NON DISCRIMINATION CLAUSE -------------------------------------------------- 

THE SUPPLIER certifies that it will not discriminate in account of sex, age, race, color, national 

origin or social condition, physical or mental impairment, political or religious believes or status 

in any employment contracting or subcontracting practices called for by the Agreement. ------------

------------------------------------------------------------------------------- 

EIGHT: GOVERNMENT EMPLOYMENT CERTIFICATION CLAUSE -------------- 

Where  applicable  the  THE  SUPPLIER  certifies  that  he/she  does  not  hold  a  regular  or  trusted 

position in any of the instrumentalities of the Commonwealth of Puerto Rico and that he/she does 

not receive payment or compensation for regular services rendered under appointment of personal 

services  contract  or  agreement  with  any  instrumentality  of  the  Commonwealth  of  Puerto  Rico, 

12 

 
 
 
 
 
 
except in those cases authorized by law. If THE SUPPLIER certifies that he/she has all Agreement 

with  another  organism  or  municipality  of  the  Commonwealth  of  Puerto  Rico,  he/she  guarantees 

that there is no incompatibility between both Agreements. ------------------------------------------------

----------------------------- 

NINE:  WRITTEN AGREEMENT ONLY CLAUSE ------------------------------------------ 

Pursuant to the regulations  which  govern Contracting  within THE UNIVERSITY, the appearing 

parties in the Agreement, agree and accept that no services will be required, nor rendered once the 

Agreement  has  expired,  or  unless  an  amendment  to  the  same  including  the  required  services  is 

made before said time or a Agreement for said services is executed. THE SUPPLIER agrees and 

accepts  that  no  payments  will  be  made  for  services  rendered  in  violation  of  this  clause.  THE 

SUPPLIER is hereby advised that any person or employer of THE UNIVERSITY who requires or 

accepts  services  in  violation  of  this  clause  is  acting  without  any  legally  binding  authorization 

whatsoever. --------------------------------------------  

TEN:  CONFLICT OF INTEREST CLAUSE --------------------------------------------------- 

Both parties agree that signing the Agreement in no way limits or prevent THE SUPPLIER from 

freely  conducting  its  business  practice  with  other  parties,  but  nonetheless  THE  SUPPLIER 

acknowledges that it is expected that it will not enter into business relationships that may create a 

situation of conflict of interest between THE SUPPLIER and THE UNIVERSITY. ------------------

------------------------------------------------------------- 

In  this  regard  THE  SUPPLIER  recognizes  that  in  discharging  its  responsibilities  under  the 

Agreement,  it  has  the  duty  of  loyalty  towards  THE  UNIVERSITY,  which  includes  not  having 

adverse  interests  to  those  of  THE  UNIVERSITY.    These  adverse  interests  include  the  knowing 

representation  of  clients  that  create  conflicts  of  interest  between  THE  SUPPLIER,  THE 

UNIVERSITY and such other clients. This obligation also includes the continuous responsibility 

to inform THE UNIVERSITY of the circumstances of relations with clients and third parties that 

may  constitute  conflict  of  interest  or  that  could  influence  THE  UNIVERSITY'S  decision  to 

maintain the Agreement. -------------------------------------- 

THE SUPPLIER has a conflict of interest whenever, in benefit of a client, it is THE SUPPLIER'S 

duty  to  promote  that  which  he/she  should  or  must  oppose  in  complying  with  his  obligations  to 

another client. It is also a conflict of interest when THE SUPPLIER'S conduct is described as such 

m the ethics regulations that apply to THE SUPPLIER'S business.---------------------------------------

------------------------------------------------------------ 

In Agreements with societies or firms, it will constitute a violation of this prohibition that one of 

his partners, associates, or employees knowingly engages in the conduct herein proscribed. THE 

SUPPLIER will avoid even the likelihood of the existence of conflict of interest. THE SUPPLIER 

recognizes  the  supervisory  power  of  THE  UNIVERSITY  in  relation  to  THE  SUPPLIER'S 

compliance with the prohibitions herein stated. If it is understood that conflicts of interest exist or 

13 

 
 
 
have  arisen,  THE  UNIVERSITY  will  notify  its  findings  to  THE  SUPPLIER,  in  writing,  and  its 

intentions  of  ending  the  Agreement  in  a  thirty  (30)  day  period.  In  that  period  of  time,  THE 

SUPPLIER  can  ask  for  a  meeting  to  present  its  arguments  towards  the  findings,  which  meeting 

will  be  granted  in  all  cases.  If  this  meeting  is  not  requested  during  the  period  of  time  herein 

mentioned or the controversy is not satisfactorily resolved during the meeting the Agreement will 

be terminated. ---------- 

ELEVEN: CODE OF ETHICS FOR AGREEMENTORS SUPPLIERS CLAUSE------ 

THE SUPPLIER agrees and accepts to bind itself to the terms and conditions imposed by 

Puerto  Rico  Public  Law  Number  84  of  June  18,  2002,  known  as  the  "Code  of  Ethics  for  the 

Commonwealth  of  Puerto  Rico";  and  to  include  in  all  of  its  Invoices  the  following  certification 

clause required by law: ------------------------------------------------------------------ 

"Under penalty of absolute nullity, I certify that no public servant of THE UNIVERSITY 

is  a  part  to  or  has  an  interest  in  the  profits  or  benefits  resulting  from  the  Agreement 

subject  of  this  invoice,  and  to  be  a  party  to  or  have  Interest  in  the  profits  or  benefits 

resulting  from  the  Agreement,  under  this  invoice,  a  prior  dispensation  has  been  issued.  

The sole consideration to furnish the contracted goods or services subject of the Contract 

is  the  payment  agreed  upon  with  the  authorized  representative  of  THE  UNIVERSITY. 

The amount that appears in the invoice is fair and correct. The work has been performed, 

the  products  have  been  delivered  and  the  services  rendered,  and  no  payment  has  been 

received for them."  

It  is  acknowledged  by  THE SUPPLIER  that  no  payments  will  be  made  and  no  invoices  will  be 

processed unless the above stated certification clause is included in said invoice. --------- 

TWELVE: INDEPENDENT CONTRACTOR CLAUSE ------------------------------------- 

THE SUPPLIER acknowledges that it is an independent Contractor of the University of  

Puerto Rico, and that neither itself; its agents, partners, employees; or subcontractors are, or will, 

deemed themselves to be, or be considered, during the Term of the Agreement employees of THE 

UNIVERSITY.  The  Agreement  does  not  allow  THE  SUPPLIER  to  claim  any  of  the  rights  and 

prerogatives that under the existing laws and regulations are available to the regular employees of 

THE UNIVERSITY. -------------------------------------- 

THIRTEEN: INCOME TAX CERTIFICATION CLAUSE --------------------------------- 

THE  SUPPLIER  certifies  that  he/she  owes  no  income  tax  or  money  to  any  agency  of  the 

Government of Puerto Rico. He/she expressly recognizes that the absence of truth in this statement 

will  constitute  sufficient  cause  for  THE  UNIVERSITY  to  cancel  the  Agreement;  in  such  case, 

THE  SUPPLIER  will  have  to  reimburse  THE  UNIVERSITY  any  amount  of  money  received 

under the Agreement. --------------------------------------------------------------- 

FOURTEEN:  INCOME  TAX  AND  SOCIAL  SECURITY  RETENTION  WARNING 
CLAUSE ------------------------------------------------------------------------------------------------- 

14 

 
 
 
 
 
-----When  THE  SUPPLIER  is  a  bona  fide  resident  of  Puerto  Rico,  by  signing  the  Agreement, 

certifies and guarantees that he/she has received paid and rendered his/hers income tax statements 

to the Treasury Department of Puerto Rico during the last five years previous to the Agreement. 

He/she also guarantees that does not owe taxes of any type to the Commonwealth of Puerto Rico.  

THE SUPPLIER expressly recognizes that the lack of truthfulness will constitute enough reason 

for THE UNIVERSITY to leave without effect the Agreement; in that case, THE SUPPLIER will 

have  to  reimburse  to  THE  UNIVERSITY  the  total  amount  of  money  received  under  the 

Agreement. --------------------- 

-----When THE SUPPLIER is not a bona fide resident of Puerto Rico, by signing the Agreement, 

certifies and guarantees that he/she has not received or produced income subject to taxation by the 

Department of Treasury of Puerto Rico during the previous five (5) years from the granting of the 

Agreement;  because  for  which,  he/she  does  not  have  any  tax  obligation  with  the  Department  of 

Treasury  of  Puerto  Rico  for  the  last  five  (5)  years.  In  addition,  guarantees  that  he/she  does  not 

have  tax  debts  of  any  type  with  the  Commonwealth  of  Puerto  Rico.  THE  SUPPLIER  expressly 

recognizes that the lack of truthfulness  will constitute enough reason  for THE UNIVERSITY to 

leave without effect the Agreement; in that case, THE SUPPLIER will have to reimburse to THE 

UNIVERSITY the total amount of money or goods received under the Agreement. ______ 

-----THE SUPPLIER, promises that he/she will pay to the Commonwealth of Puerto Rico taxes for 

gains,  benefits  or  annual  or  periodical  income  that  are  obtained  as  compensation  for  services 

rendered  or  virtue  of  the  present  Agreement.  No  retention  or  reduction  on  his/hers  fees  will  be 

made to THE SUPPLIER for Social Security payment. ------------------ 

----In the case of bona fide residents of Puerto Rico, THE UNIVERSITY will hold on the payment 

to THE SUPPLIER for services rendered up to seven percent (7%) as expressed in Section 143C 0 

Income Tax Law of 1954, as amended, and Section 1143 of the Internal Revenue Code of Puerto 

Rico of 1994 according to the approved regulations by the Secretary of the Treasury.  The first one 

thousand dollars ($1000) earned are exempt from this deduction. ----------------------------------------

--------------------------------------------------- 

-----In the case of not bona fide residents of Puerto Rico the withholding rates ranges from 20% 

for nonresident United States citizens to 29% for  nonresident alien  individuals, according to the 

Puerto Rico Internal Revenue Code of 1994, as amended. All United States citizens not residing in 

Puerto Rico who perform or deliver services m Puerto Rico that are subject to tax, will also have 

the alternative of filing a Puerto Rico tax return form.  

-----  THE  SUPPLIER  is  responsible  to  render  his/her  income  tax  forms  and  to  pay  the 

corresponding  fees  to  the  Social  Security  and  to  the  Department  of  Treasury  for  any  taxable 

amount  as  a  result  of  income  earned  from  the  Agreement.  THE  UNIVERSITY  will  notify  the 

15 

 
 
 
Treasury Department of Puerto Rico of payments and reimbursements made to THE SUPPLIER 

under the Agreement. -------------------------------------------------------------------- 

-----  THE  SUPPLIER  acknowledges  that  he/she  is  obliged,  as  a  necessary  condition  to  the 

Agreement,  to  submit  the  certifications,  releases,  and  documents  that  evidence  his/her  tax  status 

that may be required by THE UNIVERSITY or its representative. ---------------------- 

-----  THE  SUPPLIER  expressly  recognizes  that  the  foregoing  is  an  essential  condition  of  the 

present Agreement and that if the information herein provided is not correct, this will constitute in 

itself  sufficient  cause  for  THE  UNIVERSITY  to  terminate  the  Agreement  and  for  THE 

SUPPLIER to reimburse any amount of money collected under the same. ---------- 

FIFTEEN: CHILD SUPPORT CLAUSE --------------------------------------------------------- 

THE SUPPLIER, certifies and guarantees that, at the time of signing the Agreement, he/she does 

not have any obligation in child support payments or is under a payment plan that is being fully 

complied  with.  If  a  resident  of  Puerto  Rico,  this  condition  is  essential  for  granting  the  present 

Agreement and if the preceding turns out to be incorrect, in whole or in part, it shall be sufficient 

cause for THE UNIVERSITY to cancel it unilaterally and THE SUPPLIER will have to reimburse 

all sums of money received under the Agreement to THE UNIVERSITY. -----------------------------

------------------------------------------------------- 

SIXTEEN:  PROPRIETARY DESIGNS CLAUSE ----------------------------------------------- 

THE SUPPLIER shall not use the name of the University of Puerto Rico, the trademark UPR, its 

symbols, seals or any other distinctive mark of the University of Puerto Rico without its express 

written consent. ------------------------------------------------------------------- 

SEVENTEEN: COMPTROLLER'S CERTIFICATION CLAUSE ------------------------- 

Both parties agree and stipulate that pursuant to Puerto Rico Public Law Number 127 of May 31, 

2004  no  work  or  payment  under  the  Agreement  may  be  claimed  by  either  party  until  the 

Agreement  has  been  submitted  for  recording  to  the  Office  of  the  Comptroller  of  Puerto  Rico  as 

required by Puerto Rico Public Law number 18 of October 30, 1975 as amended.---------------------

----------------------------------------------------------------------------------------------------------------------

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16