Development Funds - Terms

This Development Funds Program – Go-to-Market-Proposal Agreement (the “Agreement”), dated as of the date signed by Nuvei (the “Effective Date”), is entered into by and between the entity listed on the Go-to-Market Proposal Form (“Provider”), and Nuvei Technologies, Inc., a Delaware corporation, located at 1375 N. Scottsdale Rd., Suite 400, Scottsdale, Arizona, 85257 (“Nuvei” and together with Provider, sometimes referred to individually as a “Party” and, collectively, as the “Parties”).

            WHEREAS, Provider is in the business implementing marketing campaigns for goods and services of other companies (“Marketing Services”);

            WHEREAS, Nuvei is a fintech company in the business of providing payment processing services; and

WHEREAS, the Parties hereby desire to set forth the terms and conditions for proposing Marketing Services that would, to the extent agreed upon by Nuvei pursuant to a separate written agreement between the parties, be provided by Provider to Nuvei.

            NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

            1. Term. This Agreement is effective from the Effective Date until the earlier of: (a) twelve (12) months following the Effective Date; or (b) the termination of this Agreement as set forth in this Section (such period, the “Initial Term”).  Upon the expiration of the Initial Term, this Agreement shall renew automatically for succeeding twelve (12) month terms, (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides written notice to the other at least thirty (30) days prior to the end of the then-current Term.  Nuvei may terminate this Agreement for convenience, without penalty, immediately upon providing written notice to Provider.

            2. Marketing Proposals.

            2.1 Form of Proposal.  Unless otherwise agreed to in writing by the Parties, Provider shall provide to Nuvei one or more proposals of Marketing Services (each, a “Proposal”), in the form set forth as Exhibit A (the “Form of Proposal”), which for each Proposal shall contain the following: (i) a name for the proposed Marketing Services campaign; (ii) a detailed description of the proposed Marketing Services; (iii) the format through which the Marketing Services would be delivered to third parties; (iv) a description of the schedule or frequency at which the Marketing Services would be delivered; and (v) a guarantee of the return on investment based on the metrics set forth in the Form of Proposal (“Expected ROI”) generated from the Marketing Services set forth in the Proposal. Any metrics for calculating expected ROI in connection with the marketing services shall be specified in the Form of Proposal, and only the options available therein shall be eligible.

            2.2 Acceptance of the Proposal.  Nuvei is in no event required to accept any Proposal and Nuvei shall have full discretion to reject any and all Proposals.  If Nuvei accepts the terms set forth in a Proposal (the “Accepted Proposal”), then Nuvei shall prepare, and the Parties shall enter into, a written marketing services agreement (each, a “Marketing Services Agreement”) that sets forth the terms of the Accepted Proposal, in addition to other terms and conditions required by Nuvei, that will govern the Marketing Services. If no Marketing Services Agreement is entered into by the Parties, then the Accepted Proposal shall be void and of no effect.

            2.3 No Authority.  For the avoidance of doubt, this Agreement sets forth the terms and conditions for the Proposals.  Nothing in this Agreement is intended to grant Provider permission to provide Marketing Services on behalf Nuvei, utilize any of Nuvei’s names, logos, trademarks, likeness, or intellectual property, or market to third parties. Provider will ensure it refrains from engaging in any of the foregoing pursuant to this Agreement.  

            3. No Monetary Payment.  The Parties agree that there is no monetary payment contemplated under this Agreement.  Any and all payments as consideration for Marketing Services, whether in the form of a fund for reimbursement or otherwise, would be agreed on and set forth in the Marketing Services Agreement if and when the Marketing Services Agreement is entered into by the Parties.

            4. Confidentiality.  From time to time during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs and services, confidential information, and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 4 by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. The Receiving Party shall for the duration of time that it is in receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so: (i) pursuant to applicable law; (ii) by a valid order issued by a court or governmental agency of competent jurisdiction; or (iii) pursuant to valid request by a regulatory authority, but in each of (i)-(iii) the Receiving Party will to the extent permitted by applicable law, give reasonable prior notice of such disclosure to the Disclosing Party and provide reasonable assistance to oppose or limit disclosure of such information, including by way of request for a protective or injunctive order, confidential treatment, or such other legal or commercial protections as may be available under the circumstances. The Receiving Party shall be responsible for any breach of this Section 4 caused by any of its representatives.  On the expiration or earlier termination of this Agreement/at any time during or after the Term, at the Disclosing Party’s written request, the Receiving Party and its representatives shall promptly return/destroy all Confidential Information and copies thereof that it has received under this Agreement.  The Receiving Party may retain the Disclosing Party’s Confidential Information for the limited purposes of complying and to the extent required to comply with applicable law; or maintained as archive copies on the Receiving Party’s disaster recovery and/or information technology backup systems, such copies to not be used for any other purposes and to be destroyed on the normal expiry of the Receiving Party’s backup files.  The Receiving Party will continue to be bound to comply with the confidentiality provisions of the Agreement in respect of any retained Confidential Information.

            5. Limitation of Liability.  IN NO EVENT WILL NUVEI BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF INCOME OR PROFITS, LOSS OF SALES, LOSS OF BUSINESS OPPORTUNITIES, LOSS OR HARM TO REPUTATION OR GOODWILL), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY.

            6. Indemnification.  Provider shall indemnify, defend, and hold harmless Nuvei and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to any breach or alleged breach or violation by Provider of any of its representations, warranties, or other obligations hereunder.  

            7. Miscellaneous.

            7.1 Provider will not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement.  Any purported assignment, delegation, or transfer in violation of this Section 7.1 is void.  Nuvei may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement.  This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

           7.2 The Agreement and its interpretation shall be governed by the laws of the State of Delaware, without reference to principles of conflicts of law other than those applying the substantive law of Delaware.  It is irrevocably agreed upon that the state or federal courts located in Arizona shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) and that the Parties hereby agree to submit to the personal and subject matter jurisdiction in such jurisdiction, provided always that Nuvei shall not be limited to the forum of Arizona for the enforcement of any judgment relating to an Agreement and shall have the right to bring the relevant action in any jurisdiction where Provider is incorporated or may have assets.

            7.3 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.  No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.  If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement nor invalidate or render unenforceable such provision in any other jurisdiction.

            7.4 The Parties agree that all obligations and duties which by their nature should be reasonably interpreted as intended to survive will survive the expiration or any earlier termination of this Agreement.  For the avoidance of doubt, Sections 4, 5, 6, and 7 will survive the expiration or any earlier termination of this Agreement.  

            7.5 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  Either Party may execute (including by signing or delivering) this Agreement electronically, which form of the execution (including the signing or delivery) will for all purposes be treated as if an original signature had been affixed or delivered in person.  

            7.6 Any notice or demand required to be given will be given in writing and shall be hand delivered, emailed, or mailed by certified mail, postage prepaid, to the address set forth below, or as the Parties may hereinafter substitute.  Notice shall be deemed received on the date of delivery or the date of the email so long as written documentation verifies such delivery.

NUVEI:

Address: 1375 N Scottsdale Rd.
Suite 400
Scottsdale, Arizona 85257

Email: Legal.NA@Nuvei.com

PROVIDER:

Address: to the address specified on the Go-to-Market Proposal Form.

Email: to the email address specified on the Go-to-Market Proposal Form.

            7.7 Provider is an independent contractor of Nuvei, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Provider and Nuvei for any purpose.  Neither Party has any authority (and neither will hold itself out as having authority) to bind the other Party and will not make any agreements or representations on the other’s behalf without the other’s prior written consent.  Neither Party is eligible under this Agreement to participate in any benefit plans offered by the other Party to its employees.  

            7.8 No delay or omission on the part of either Party in exercising any right hereunder will operate as a waiver of such right or of any other right under this Agreement.  A waiver on any one occasion will not be construed as a bar to or waiver of any right to remedy on any future occasion.