Form of General MKT Agent Agreement

EXHIBIT 10.12


INTERCEPT
GENERAL MARKETING AGENT AGREEMENT


INTERCEPT SYSTEMS, 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. "End-User" shall mean, an end-user bank or savings bank that meets the
qualifications and criteria applicable to such offering establishment by
servicer for solicitation by Agent from time to time. b. "Master Electronic Funds Transfer Services 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
electronic funds transfer ("EFT") services provided to an End-User. c. A Master Electronic Funds Transfer Services Agreement shall be "obtained
from an End-User" if, and only if, (1) the End-User is located within the
Territory; and (2) the Master Electronic Funds Transfer Services Agreement
has been executed by an authorized representative of the End-User. d. "Territory" shall mean the states or locations identified on Exhibit "A"
hereto. e. "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 End-Users to enter into Master Electronic Funds Transfer Services Agreements with Servicer for Its EFT services. Agent may solicit End- Users only with respect to their proposed installation and use of the EFT services in the Territory. Servicer reserves the right, to change the terms and conditions of its Master Electronic Funds Transfer Services Agreement at any time, and Servicer agrees to provide 30 days notice to Agent of any substantive change. 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 End-Users to enter into Master Electronic
Transfer Services Agreement; b. Conduct its business so as to maintain and increase the goodwill and
reputation of Servicer; c. Pay all expenses incurred by Agent in the performance of its duties under
this Agreement, including (1) dues and fees for membership in any local,
state, or national trade association or attendance at seminars or
conventions; (2) local and long distance transportation expenses; and (3)
expenses in connection with the solicitation of End-Users and the operation
of Agent's business, including telephone, delivery, entertainment, and
promotional expenses; and d. Use only promotional material mutually agreed upon for purposes of
promotion of the Servicer's business.


5. Limits of Authority: Agent shall not, without prior written approval from an ...