THIS AGREEMENT, made and entered into a referral agreement between Nationwide
Payment Systems Inc. a Florida corporation (NPS)
A. Commissions
Referral Company shall receive the following referral fees as compensation.
20% for all Merchants for Merchant Services –
B. Referral Company agrees to actively promote the NPS program
1. NPS and its Banks or Processors have the sole right to approve or decline any application
for credit card processing submitted by individual merchants. NPS cannot disclose proprietary
information to the Referral Company relative to credit approval or declination.
2. The Referral Company – Duties
Pass on referrals to NPS, so the merchant is registered as your lead.
3. Duties of NPS –
Underwriting and Approval of Applications
Working with Referral Partner to get all application approved
Generating merchant numbers
Then providing approvals, merchant numbers to referral partner.
C. Rates and Fees
1. Equipment prices and rates and fees charged directly to the merchant can change from time
to time as affected by Visa, MasterCard, Banks, Processors or NPS all merchants are
notified in writing of any fee adjustments.
D. Limitation of Liability
Except for a breach of confidentiality under Section F, in no event shall either party be liable to the
other party for any special, consequential, or indirect damages in connection with this agreement.
E. Term and termination
This Agreement shall have an initial term of three (3) years from the date both parties execute this
agreement and shall thereafter automatically renew for successive twelve (12) month periods. Either
party may terminate this agreement by notifying the other party in writing at least (60) days prior to
the expiration of the initial or any renewal term.
If either party defaults in the performance of any obligation under this agreement and fails to
remedy such default within thirty (30) calendar days after such receipt of written notice of the
default, the other party may terminate this Agreement upon written notice.
F. Confidentiality
The parties agree that the terms of the Agreement, as well as all the information of a business
nature relating the business operations of the parties, which are disclosed in connection with this
agreement are confidential. The parties shall not, without the express prior written consent of the
other party, use (except as contemplated by this Agreement) disclose or permit access to any such
confidential information during the term of this Agreement or for a period of (2) two years
thereafter. Each party agrees to cause its employees and agents to take such action as shall be
reasonably necessary to preserve and protect the confidentiality of such information,
The obligations imposed upon either party herein shall not apply to information:
1. which becomes available to the public through no wrongful act of the receiving
party; or
2. which may be published prior to the date hereof; or
3. which is already in the possession of the receiving party and not subject to an
existing agreement of confidence between the parties; or
4. which is received from a third party without restriction and without breach of this
agreement or any other agreement of confidence; of
5. which is independently developed by the receiving party (without use of information
provided hereunder; or)
6. Which is disclosed pursuant to a requirement or request of a government agency or a
court of competent jurisdiction?
G. Notices
Any notices permitted or required hereunder shall be deemed given when deposited in the United
States mail with postage prepaid and addressed as follows:
If Nationwide Payment Systems Inc
If Referral Company
Sent to the address you provide
Nationwide Payment Systems Inc
1500 W. Cypress Creek Road, Ste #503
Fort Lauderdale, Florida 33309
Attention: Referral Program Manager

H. Governing Law
This Agreement shall be governed by and shall be construed in accordance with the laws of
Broward County, Florida, without regard to its conflicts of law provisions. If any provisions of this
Agreement shall be held invalid, illegal, or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
I. Business Relationship
The relationship of NPS and Referral Company is that of independent contractor only. Nothing
herein shall be deemed to create any partnerships, agency, joint venture, or other relationship
between the parties and neither party shall hold itself out as the same. Except as expressly
authorized in writing, neither party may bind the other or make representations on behalf of the
other.
J. General Provisions
1. This Agreement contains the full understanding of the parties with respect to the subject
matter hereof, and no waiver, alteration, or modification of any of the provisions hereof
shall be binding unless in writing ands designed by officers of both parties.
2. Neither party to this Agreement may assign its rights or obligations under this agreement
without the express prior written consent of the other party, such consent not to be
unreasonably withheld or delayed, except that the obligations of NPS under this
Agreement may be provide or fulfilled by any subsidiary, affiliate, successor corporation
or subcontractor of NPS so long as NPS assumes full responsibility for such obligations.
3. Each party represents that the individual executing this Agreement in its behalf has the
requisite power and authority to do so and that this Agreement constitutes the valid and
binding obligation of its corporation.
4. In the event that either party brings action against the other party to enforce the terms and
conditions of this Agreement, the referral company waives any right it may have to a trial
by jury and the prevailing party shall be entitled to recover its reasonable costs and
expense, including reasonable attorney’s fees, incurred in connection therewith.
K. Force Majeure
Neither party shall be liable for the failure to fulfill its obligations under this Agreement if such
failure is due to any cause or condition beyond such party’s reasonable control, such as: natural
disaster, acts of God, strikes, fire, floods, war, riot, and electrical power failure, decrees of
governmental bodies or communications failure.
NATIONWIDE PAYMENT SYSTEMS INC.
1500 W. Cypress Creek Road, Ste #503
Fort Lauderdale, Florida 33309
954-772-9008
Allen@nationwidepaymentsystems.com
Allen Kopelman CEO