Agreement Respecting A Joint Venture

EXHIBIT 10.56


DATED 23 JUNE 2000 --------------------------------------------------------------------------------


THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND (1)


NOVA CORPORATION (2)


- and -


EUROCONEX TECHNOLOGIES LIMITED (3)


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JOINT VENTURE AGREEMENT


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Arthur Cox
Earlsfort Centre
Earlsfort Terrace
Dublin 2


cdb.docs.


CONTENTS


No Clause Page -- ------ ---- 1. Definitions and interpretation.................................................................... 1 2. Completion........................................................................................ 10 3. The Business...................................................................................... 11 4. Directors......................................................................................... 13 5. Management of the Company......................................................................... 15 6. Finance........................................................................................... 15 7. Transfer of Shares................................................................................ 16 8. Deadlock.......................................................................................... 17 9. Distribution policy............................................................................... 19 10. Warranties........................................................................................ 19 11. Undertakings...................................................................................... 20 12. Confidentiality................................................................................... 32 13. Restrictions on announcements..................................................................... 33 14. No partnership.................................................................................... 33 15. Conflict with Articles of Association............................................................. 33 16. Remedies.......................................................................................... 33 17. Payments and costs................................................................................ 34 18. Transfer.......................................................................................... 34 19. Entire agreement.................................................................................. 35 20. Variation......................................................................................... 35 21. Notices........................................................................................... 35 22. Waiver............................................................................................ 36 23. Severability...................................................................................... 36 24. Counterparts...................................................................................... 37 25. Further assurance................................................................................. 37 26. Governing law and jurisdiction.................................................................... 37


Schedule 1 Details of the Company................................................................... 39 Schedule 2 Completion............................................................................... 40 Schedule 3 Memorandum and Articles of Association................................................... 41 Schedule 4 Deed of Adherence........................................................................ 42 Schedule 5 Pre-emption provisions................................................................... 44 Schedule 6 Asset Contribution Agreement............................................................. 50 Schedule 7 Outsourcing Agreement.................................................................... 51 Schedule 8 NOVA Software License Agreement.......................................................... 52 Schedule 9 BOI Services Agreement................................................................... 53 Schedule 10 Sphere of operations..................................................................... 53 Schedule 11 Matters requiring Shareholder consent or Board approval.................................. 55 Schedule 12 Business Plan............................................................................ 59 Schedule 13 Econex Distribution Agreement............................................................ 60


THIS AGREEMENT is made on the 23/rd/ day of June 2000 with the intent that it should be effective from 1/st/ April 2000


BETWEEN:


(1) THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, an unregistered
company established in Ireland, whose head office is Lower Baggot
Street, Dublin 2, Ireland ("BOI");


(2) NOVA CORPORATION, a company incorporated under the laws of the State of
Georgia, whose registered office is at One Concourse Parkway, Suite
300, Atlanta, Georgia 30328, USA ("NOVA"); and


(3) EUROCONEX TECHNOLOGIES LIMITED a company incorporated in Ireland with
registered number 327239, whose registered office is at Arthur Cox
Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2 (the
"Company").


RECITALS:


(A) The Company is an Irish private company limited by shares incorporated
on 26th day of April, 2000 under the Companies Acts, 1963 to 1999.
Further details of the Company are set out in Schedule 1.


(B) NOVA and BOI each hold 1 Share in the capital of the Company and now
wish to enter into this Agreement for the purposes of regulating their
joint venture on the terms set out below.


(C) Each of the Parties enters into this Agreement in consideration of each
of the other Parties entering into this Agreement and accepting the
terms, undertakings and covenants contained herein.


IT IS AGREED as follows:


1. Definitions and interpretation


1.1 In this Agreement, where the context so admits, the following words and
expressions shall have the following meanings:


"Ancillary means the Asset Transfer Agreement, the
Agreement" Outsourcing Agreement, the Econex Distribution
Agreement, the NOVA Software License Agreements,
the BOI Services Agreement, and the NOVA Services
Agreement;


"Articles means the articles of association to be adopted
of Association" by the Company in the form set out in Schedule 3
and any reference to an "Article" shall be a
reference to that article of the Articles of
Association;


"Asset Contribution the asset contribution agreement between BOI and
Agreement" the Company in the form set out in Schedule 6;


"Associated means
Company"


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(a) in relation to BOI, any subsidiary
undertaking of BOI or any joint venture
vehicle of any of them (excluding any Member
of the Group); and


(b) in relation to NOVA, any subsidiary
undertaking of NOVA or any joint venture
vehicle of any of them (excluding any Member
of the Group);


"Board" means the Company's board of directors or the
Directors present (personally or by their
alternates) at any meeting of the Directors duly
convened and held;


"BOI Director" means a non-executive Director appointed by the
BOI Shareholder pursuant to Clause 4.1;


"BOI Merchant at any time, means merchant customers of the
Customers" Company located in Ireland, Northern Ireland or
the United Kingdom at such time which are
introduced to the Company by BOI pursuant to the
provisions of the Outsourcing Agreement, including
merchant customers of BOI immediately prior to
Completion but excluding any such merchant
customers at such time who no longer receive a
significant portion of their banking requirements
from BOI or its subsidiary undertakings;


"BOI Services means the services agreement between BOI and the
Agreement" Company, in the form set out in Schedule 9;


"BOI Share" means an Ordinary Share of 1 par value in the
share capital of the Company held by BOI or its
permitted transferee hereunder, having the rights
and benefits and being subject to the restrictions
set out in the Articles of Association;


"BOI Shareholder" means the registered holder of one or more BOI
Shares;


"Business" means the business of the Group as described in
Clause 3.1 and such other business as the
Shareholders may agree in writing from time to
time should be carried on by the Company and the
other Members of the Group (provided that the
provisions of Clauses 11.1 and 11.3(a)(ii) shall
not apply to the Business as extended without the
prior approval of each Shareholder);


"Business Day" means any day (except any Saturday or Sunday) on
which banks in Dublin generally are open for
business;


"Business Plan" means, at the date of this Agreement, the
Company's first annual business plan in the form
set out in Schedule 12 and at any subsequent date,
the most recent annual business plan of the
Company and the Group approved in accordance with
Clause 11.7;


"Buy-Sell Notice" has the meaning given to that phrase in Clause
8.4(a);


"Card" means any form of credit card, debit card, charge
card, stored value


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card, loyalty card or any virtual card which
permits or enables transactions on a customer's
account;


"Change in Control" shall be deemed to occurred in relation to BOI or
NOVA, as the case may be, if:


(a) any person acquires or controls, whether
directly or indirectly, shares or securities
that ultimately confer in aggregate not less
than 51% of the voting rights in BOI or NOVA,
as the case may be; or


(b) any two or more persons who actively
cooperate in the doing, or procuring of the
doing of, any act, with the result that one
or more of them acquires or controls, whether
directly or indirectly, shares or securities
that ultimately confer in aggregate not less
than 51% of the voting rights in BOI or NOVA,
as the case may be;


"Circulation Period" has the meaning given to that phrase in Clause
8.1;


"Companies Acts" means the Companies Acts, 1963 to 1999;


"Competitor" means


(a) in the case of BOI, a person actually
competing with BOI in the provision of
general banking and financial services in
Ireland; and


(b) in the case of NOVA, a person actually
competing with NOVA in the United States;


"Completion" means completion of the matters referred to in
Schedule 2;


"Completion Date" means the date of this Agreement;


"Confidential means:
Information"


(a) (i) all information of whatever nature
(whether oral, written or in any other
form, in whatever medium stored or
maintained, including magnetic or digital
form) containing, consisting or being in
the nature of:


(A) non-public, proprietary,
confidential or business information
relating to; or


(B) intellectual property, business
methods or know-how of any kind
owned or developed by,


any member of the Group, any other Party,
any of their respective Associated
Companies (the "Relevant


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Person") or any customer of any of them,
which is obtained from time to time by or
on behalf of any Relevant Person (in any
capacity), either orally, in writing or
otherwise from any other Relevant Person
or anyone acting on a Relevant Person's
behalf or any Relevant Person's
customers, or pursuant to discussions
with directors, employees, advisers or
agents of any Relevant Person;


(ii) the terms and conditions of this
Agreement; and


(iii) the terms and conditions of the Ancillary
Agreements; and


(b) all notes, analyses, valuations, opinions,
papers, compilations, studies or other data or
materials or documents prepared by a Relevant
Person (in any capacity), his agents and/or
advisers which are derived from or generated from
or otherwise relating to or reflecting or
containing any such information as is described
in (a) above;


"Deed of Adherence" means a deed in the form attached as Schedule 4
pursuant to which a transferee of Shares agrees
to be bound by all the terms of this Agreement as
if it had been a signatory hereto;


"Deemed Transfer has the meaning given to that phrase in
Notice" paragraph 3 of Schedule 5;


"Director" means any director of the Company from time to
time;


"Dissolution Period" has the meaning given to that phrase in Clause
8.3;


"Econex Distribution means the software distribution agreement
Agreement" between NOVA and the Company in the form set out
in Schedule 13;


"Effective Date" means 1st April 2000;


"Exclusive up to 31/st/ December 2002, means the Territory
and after 31/st/ Territory" December 2002, means
those countries in the Territory in which the
Group's management:


(a) has conducted (or procured the conduct of);
or


(b) is conducting (or procuring the conduct of),


significant marketing efforts by 31 December
2002, provided that there shall be deemed to be
excluded from (a) and (b) above:


(i) any countries in the Territory in respect of
which the Group has formally ceased to
conduct marketing efforts by 31 December
2002; and


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(ii) any countries in the Territory in which the
Group is not actively processing
transactions on behalf of merchants located
in such countries by 30 June 2004,


and provided further that:-


(A) if BOI or NOVA or their Associated no longer
hold any Shares, any countries in which the
Group is not at the time of such cessation
actually carrying on the Business or
conducting significant and ongoing marketing
efforts shall be deemed not to form part of
the Exclusive Territory; and


(B) the Shareholders may by agreement in writing
extend the scope of the Exclusive Territory
to cover countries in the Extended
Territory;


"Expert" has the meaning given to that phrase in paragraph
6.6 of Schedule 5;


"Extended Territory" at any time, means those countries specified in
Part 2 of Schedule 10 where the Group conducts the
Business at such time;


"Financial Year" means the financial year (as defined in the
Companies Acts, 1963 to 1999) of the Company
determined by the Board;


"Group" means the Company, its subsidiary from time to
time and any other persons or vehicles in which
the Group has an ownership interest and through
whom the Group conducts the Business and the
expression "Member of the Group" shall be
construed accordingly;


"Initiating the meaning given to that phrase in Clause 8.4(a);
Shareholder"


"Management" means the Chief Executive, the Chief Financial
Officer, the Chief Operations Officer and the
Chief Officer of the Company;


"Merchant means any customer who has a contract or other
Customer" arrangement with BOI for the provision of services
included in the Business and receives the benefit
of services provided by the Company pursuant to
the Outsourcing Agreement, including, without
limitation, any BOI Merchant Customer;


"Notice Period" has the meaning given to such expression in sub-
clause 8.4(a);


"NOVA Director" means a non-executive Director appointed by the
NOVA Shareholder pursuant to Clause 4.1;


"NOVA Services means the agreement on terms to be agreed
Agreement" NOVA concerning the provision of Merchant
accounting services from NOVA to the Company;


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"NOVA Share" means an Ordinary Share of []1 par value in the
share capital of the Company held by NOVA or its
permitted transferee hereunder, having the rights
and benefits and being subject to the restrictions
set out in the Articles of Association;


"NOVA Shareholder" means the registered holder of one or more NOVA
Shares;


"NOVA Software means the software licence agreement between
License Agreement" NOVA (as licensor) and the Company, in the form
set out in Schedule 8;


"Open Market the meaning given to that phrase in paragraph
Value" 6.7 of Schedule 5;


"Outsourcing means the outsourcing agreement between the
Agreement" Company and BOI in the form set out in Schedule 7;


"Parties" means the parties to this Agreement and "Party"
means any one of them, including any other person
who becomes a member of the Company and who agrees
to be bound by the provisions of this Agreement by
executing a Deed of Adherence;


"Period" has the meaning given to that phrase in Clause
11.1(a):


"Permitted Target" has the meaning given to that phrase in Clause
11.6(e);


"Potential Business" has the meaning given to that phrase in Clause
11.3(a)(ii)(A);


"Potential Deadlock" means any situation in which:


(a) by virtue of a substantial disagreement
amongst the Shareholders, which is manifested
by an equality of votes at any two
consecutive votes or meetings of the
Shareholders;


(b) by virtue of a substantial disagreement
amongst the Shareholders, which is manifested
by the Group not proceeding to carry out or
agreeing to carry out any of the matters
referred to in Part 1 of Schedule 11 within
10 Business Days of the matter being formally
presented to the Shareholders for approval at
a time when one Shareholder wishes the
Company to proceed with such matter; or


(c) by virtue of an inability to form a quorum at
any two meetings or adjourned Shareholders'
meetings,


any of the matters referred to in Part 1 of
Schedule 11 cannot be resolved;


"Proceedings" has the meaning given to that phrase in Clause
26.2;


"Prescribed Price" has the meaning given to that phrase in paragraphs
6.2 and 6.3 of Schedule 5;


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"Purchase Offer" has the meaning given to that phrase in Clause
8.4(a);


"Receiving has the meaning given to that phrase in Clause
Shareholder" 8.4(a);


"Relevant Date" has the meaning given to that phrase in Clause
11.5(g);


"Relevant Shares" has the meaning given to that phrase in paragraph
4.1(a), 5.1 or 5.2 of Schedule 5, as the case may
be;


"Representative" in relation to a Shareholder, means any person or
persons who have (or will) become entitled to
legal or beneficial ownership of its Shares:


(a) by reason of such Shareholder's insolvency;
or


(b) for any reason specified in paragraph 3(e) of
Schedule 5;


"Sale Offer" has th ...