GENERAL MARKETING AGENT AGREEMENT
TOWNE SERVICES, INC., a Georgia Corporation ("Servicer") and the undersigned ("Agent"), in consideration of their obligations in this Agreement and intending to be legally bound, agree as follows:
1. Definitions: For purposes of this Agreement:
a) "Customer" shall mean, a bank or holding company that meets
the qualifications and criteria applicable to such offering of
services by servicer for solicitation by Agent from time to
time. "Bank Marketing Agreement" shall mean the contract in
the form, and containing the terms and conditions (including
price and payment terms), established by Servicer from time to
time for the services provided to a "Customer".
b) "Territory" shall mean the states, countries, or locations
identified on Exhibit "A" hereto.
c) "Term" shall mean that period commencing on the date hereof
and lasting for a period of twelve complete months and any
subsequent twelve month renewal period.
2. Appointment: Subject to the terms of this Agreement, Servicer engages Agent
to solicit customers to enter into Bank Marketing Agreements with Servicer
for its services. Agent may solicit customers only with respect to their
proposed use of Towne Services, Inc. services in the Territory. Servicer
reserves the right, to change the terms and conditions of its Bank
Marketing Agreement at any time, and Servicer agrees to provide 30 days
notice to Agent of any substantive changes. Agent acknowledges that this
Agreement does not confer on Agent exclusive rights in any other territory.
Agent represents and warrants to Servicer that it has the authority to
enter into this Agreement and to perform its terms fully.
3. Nature of Relationship: Agent shall be an independent contractor. Nothing
in this Agreement shall be construed to create any other relationship.
Agent is hereby advised that, as an independent contractor, it has certain
responsibilities under the federal and state tax laws.
4. Responsibilities of Agent: The duties of Agent shall be to:
a) Use its best efforts to solicit Customers to enter into Bank
Marketing Agreements;
b) Conduct its business so as to maintain and increase the
goodwill and reputation of Servicer;
c) Pay all expense incurred by Agent in the performance of its
duties under this Agreement, including (1) local and
long-distance transportation expenses: and (2) expenses in
connection with the solicitation of Customers and the
operation of Agent's business, including telephone, delivery,
entertainment, and promotional expenses; and
d) Use only promotional material mutually agreed upon for
purposed of promotion of the Servicer's business.
5. Limits of Authority: Agent shall not, without prior written approval from
an authorized representative of Servicer, take any of the following
actions:
a) Incur any expense or obligation in the name of the Servicer;
b) Disseminate any printed material regarding the Licensed
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