CASH PROVISIONING AGREEMENT

A.

“Confidential Information” shall mean information and proprietary materials of a Party as defined more fully in Section VI.

B.

“Currency” means United States legal tender issued in the form of a Federal Reserve Note by the United States Federal Reserve Banks or a United States Note by the United States Treasury Department, owned by Genpass and provided for the use of ATM Owner under the terms and conditions set forth in this Agreement.

“Electronic Lock” shall mean a Kaba Mas Cencon 2000 lock or such other ATM electronic lock as is agreed by the Parties as an equivalent lock.

D.

“Loss,” as used with respect to shall mean the loss of Genpass’s Currency, and costs and expenses of Genpass incidental thereto, resulting from theft, holdup, burglary, extortion, wrongful abstraction from an ATM, fire, destruction, disappearance, defalcation, mysterious disappearance, misappropriation, shortage, and any other type of casualty or loss, whether explained or unexplained.

BAILMENT. This Agreement shall create a bailment relationship between Genpass, as bailor, and ATM Manager, as bailee, for the specific purpose of Genpass’s delivery of Currency to Carrier for use in the ATMs.

AMOUNT OF CURRENCY. The amount of Currency that shall be delivered from time to time in amounts based upon the ATM operational needs, as determined by the volume and frequency of withdrawals from the ATMs documented by Genpass in the ATMs settlement process, up to the total amount outstanding at any point in time as set forth in Exhibit A. At no time will Genpass be obligated to deliver an amount of Currency which, in total, exceeds the amount set forth in Exhibit A (Currency Amounts), unless a greater amount is agreed to in writing by Genpass.

OWNERSHIP OF CURRENCY. Notwithstanding that the Currency may be in the physical possession or custody of someone other than Genpass, including without limitation, the ATMs, the Parties acknowledge and agree that until dispensed from an ATM to a customer of that ATM, the Currency shall be the sole and exclusive property of Genpass and neither ATM Owner, nor ATM Manager, nor Carrier, nor any third party shall have any interest (including without limitation, legal, equitable or security interest) in or to such Currency. In no event will legal title to the Currency pass to ATM Owner, or ATM Manager or Carrier.

ACCEPTANCE OF BAILMENT. From and after delivery of Currency to the ATMs by a carrier selected by ATM Manager and as approved by Genpass, and until the Currency is dispensed from the ATMs to customers of the ATMs and the amount thereof is repaid to Genpass, plus Genpass’s fees and charges, the ATM Owner and the ATM Manager hereby jointly and severally assume all responsibility and bear all risk of loss for the transfer, handling and settlement of the Currency, including without limitation, loss suffered or created by theft, damage, destruction, fraud, dispute resolution or incorrect dispensing. (reference Exhibit C) ATM Owner and ATM Manager shall jointly and severally indemnify, defend and hold Genpass harmless from any loss, cost or expense incurred by Genpass with regard to the Currency. Carrier and ATM Manager shall indemnify, defend and hold Genpass harmless from any loss incurred by Genpass, but only if such loss is the responsibility of the Carrier as described in Exhibit B, attached hereto and incorporated herein by this reference.

PROCESSING AGREEMENT. The Parties agree that as of the Effective Date hereof, ATM Manager has entered into that certain processing agreement (“Genpass Processing Agreement”) with Genpass that governs Genpass’s processing ATM Owner’s ATMs. Genpass or ATM Owner may terminate this Agreement without penalty in the event the Genpass Processing Agreement is terminated.

E.

TERMINATION RIGHTS. Genpass may, at any time, terminate ATM Manager’s right to hold the Currency under this bailment and take such action necessary to recover the Currency from the ATMs. If Genpass terminates the bailment ATM Manager shall comply with all post termination responsibilities under this Agreement

SERVICING THE ATMS. The ATM Manager shall maintain the ATMs, including without limitation, replenishing the transaction receipts and all levels of maintenance for the ATMs. This maintenance shall be accomplished by ATM Manager at a level that, at a minimum, meets the standards of the ATM industry. ATM Manager shall have no access to the ATM vault, the Currency contained in the ATMs, or any form of deposits contained within the ATMs.

ACCESS TO THE CURRENCY. During the term of this Agreement and until Genpass recovers all the Currency, or its equivalent in another payment medium, and all the fees due Genpass, ATM Owner and ATM Manager shall have no access to Genpass’s vault, the vault of the carrier, or to the vault of any ATMs which contain the Currency supplied by Genpass. Only the Carrier shall have access to the Currency during transport and only the Carrier may have access to the Currency contained in the ATMs. Genpass and Carrier may engage in a separate agreement for the provision of services to transport the Currency, provided such agreement does not alter the obligations of each of them under this Agreement and does not alter the liability of either of them to the other Parties to this Agreement in a manner that is inconsistent with the terms of this Agreement, including without limitation the obligations of Carrier contained in Exhibit B (Carrier Services), attached hereto and incorporated herein by this reference. Carrier expressly recognizes and acknowledges the ownership rights of Genpass in and to the Currency that is provided by Genpass for use in the ATMs. Carrier also recognizes and acknowledges the bailment relationship existing between ATM Manager and Genpass with respect to the handling of the Currency.

TERM. After a successful pilot, the term of this Agreement shall be for a period of two (2) years, commencing on the date of the signature of the last Party to sign the Agreement (“Effective Date”). Thereafter, this Agreement shall automatically renew for additional periods of one (1) year (each a “Renewal Term”) unless any Party gives the other Parties written notice of its intent to terminate at least sixty (60) days prior to the end of the initial two year term or any Renewal Term. Provided, however, that this Agreement shall terminate, without penalty to any Party, upon the termination of the Genpass Processing Agreement between Genpass and ATM Manager.

TERMINATION. 

(1)

Any Party may terminate this Agreement at any time upon written notice to the other Parties in the event of the occurrence of one of the following:

One of the other Parties (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, (iv) has wound up or liquidated, voluntarily or otherwise, (v) is acquired by another party unrelated to the acquired Party, or (vi) is required to terminate its involvement in the activities covered by the Agreement by order of a court of competent jurisdiction or a regulatory agency which governs the activities of the Party. Notwithstanding the foregoing, Carrier’s merger or consolidation with an affiliate, subsidiary or parent company, shall not constitute an “acquisition” (pursuant to subsection (v) hereinabove) which would allow a Party to give written notice of termination.

At least one of the other Parties materially defaults in the performance of any of its duties or obligations hereunder, which default shall not be substantially cured within thirty (30) days after notice is given to the defaulting Party specifying the default, then any of the Parties not in default may, by giving notice thereof to the defaulting Party and all the other non-defaulting Parties, terminate this Agreement for cause.

Genpass may terminate the Agreement immediately and without prior notice upon the occurrence of one of the following:

An audit conducted by or on behalf of Genpass reveals that Carrier has failed to segregate Genpass’s Currency.

An unauthorized Party or third party accesses a vault or an ATM and obtains Currency belonging to Genpass.

Upon termination of this Agreement, ATM Manager shall immediately pay all sums due and owing to Genpass and Carrier, including without limitation, all Currency in the ATMs, which Currency shall be returned to Genpass pursuant to Section X.F. In the event that pursuant to such termination Genpass directs Carrier to remove the Currency from the ATMs, and the ATM Manager or ATM Owner is unwilling or unable to pay the service fees to Carrier for Genpass’ request for the removal of the Currency, then Genpass will pay the service fees to the Carrier for such removal of Currency from the ATMs, and thereafter, at Genpass’ discretion, shall seek reimbursement of such service fees from ATM Manager or ATM Owner.

ATM Manager can terminate specific sites from this Agreement at its sole discretion, understanding that ATM Manager or ATM Owner may incur separate liabilities for the termination of such sites under any other agreement, which is unrelated to this Agreement.

SECURITY ACCOUNT. 

DEFINITION OF CONFIDENTIAL INFORMATION.“Confidential Information” includes both information of a commercial nature and information related to customers of the ATMs. Confidential Information includes, without limitation, the following whether now in existence of hereafter created:

any information of or about Genpass’s consumer customers of any nature whatsoever, and specifically including without limitation, the fact that someone is a customer or prospective customer of Genpass, all lists of customers, former customers, applicants and prospective customers and all personal or financial information relating to and identified with such persons (“Customer Information”);

all information marked as "confidential" or similarly marked, or information that the Recipient should, in the exercise of reasonable business judgment, recognize as confidential;

all business, financial or technical information of the Owner and any of the Owner’s vendors (including, but not limited to account numbers, and software licensed from third parties or owned by the Owner or its affiliates);

the Owner’s marketing philosophy and objectives, promotions, markets, materials, financial results, technological developments and other similar proprietary information and materials;

all information protected by rights embodied in copyrights, whether registered or unregistered (including all derivative works), patents or pending patent applications, "know how,” trade secrets, and any other intellectual property rights of the Owner or Owner’s licensors;

information with respect to employees of Genpass which is non-public, confidential, business related, or proprietary in nature, including, without limitation, names of employees, the employees’ positions within Genpass company, the fact that they are employees of Genpass, contact information for employees, personal employee identification numbers, and any other information released to you regarding employees in the past and in the future; and

all notes, memoranda, analyses, compilations, studies and other documents, whether prepared by the Owner, the Recipient or others, which contain or otherwise reflect Confidential Information.

Essential Obligation.

Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature.

Because Genpass is a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the Gramm-Leach-Bliley Act (“GLBA”) and regulations promulgated pursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate measures designed to safeguard Customer Information. Specifically, ATM Owner, ATM Manager and Carrier must establish and maintain data security policies and procedures designed to ensure the following:

security and confidentiality of Customer Information;

protection against anticipated threats or hazards to the security or integrity of Customer Information;

protection against the unauthorized access or use of Customer Information.

ATM Owner, ATM Manager and Carrier must permit Genpass to monitor and audit their compliance with this Section during regular business hours upon not less than 48 hours’ notice to the ATM Owner, ATM Manager or Carrier and to provide to Genpass copies of audits and system test results acquired by ATM Owner, ATM Manager and Carrier in relation to the data security policies and procedures designed to meet the requirements set forth above.

Compelled Disclosure. If Recipient is required by a court or governmental agency having proper jurisdiction to disclose any Confidential Information, Recipient must promptly provide to the Owner notice of such request to enable the Owner to seek an appropriate protective order.

Limited Use of Confidential Information and Survival of Obligations. Recipient may use the Confidential Information only as necessary for Recipient’s performance hereunder or pursuant to rights granted herein and for no other purpose. Recipient’s limited right to use the Confidential Information expires upon expiration or termination of this Agreement for any reason. Recipient’s obligations of confidentiality and non-disclosure survive termination or expiration for any reason of this Agreement.

Disclosure to Third Parties. If disclosure of Confidential Information to third parties is required or allowed under this Agreement, Recipient must ensure that such third parties have express obligations of confidentiality and non-disclosure substantially similar to Recipient’s obligations hereunder. Liability for damages because of disclosure of Confidential Information by any such third parties must be borne by Recipient.

Exclusions. Except for Customer(s) information, the term "Confidential Information" excludes any portion of such information that Recipient can establish by clear and convincing evidence to have:

been publicly known without breach of this Agreement;

been known by Recipient without any obligation of confidentiality, prior to disclosure of such Confidential Information; or

been received in good faith from a third-party source that to Recipient’s reasonable knowledge rightfully disclosed such information; or

been developed independently by Recipient without reference to the Owner’s Confidential Information.

Remedies. If Recipient or any of its representatives or agents breaches the covenants set forth in this Agreement, irreparable injury may result to the Owner or third parties entrusting Confidential Information to the Owner. Therefore, the Owner’s remedies at law may be inadequate and the Owner shall be entitled to seek an injunction to restrain any continuing breach. Notwithstanding any limitation on Recipient’s liability, the Owner shall further be entitled any other rights and remedies that it may have at law or in equity.

Intrusions/Disclosures. If there is any actual or suspected theft of, accidental disclosure of, loss of, or inability to account for any Confidential Information by a Party or any of its subcontractors (collectively “Disclosure”) or any unauthorized intrusions into a Party’s or any of its subcontractor’s facilities or secure systems which likely affect the security of another Party’s Confidential Information, (collectively “Intrusion”) the Party must immediately i) notify the other Party, ii) estimate the Disclosure’s or Intrusion’s effect on the other Party, iii) specify the corrective action to be taken, and iv) investigate and determine if an Intrusion or Disclosure has occurred. If, based upon the Party’s investigation, the Party determines that there has been an actual Disclosure or Intrusion, the Party must promptly notify the other Party, and must promptly investigate the scope of the Disclosure or Intrusion, and must promptly take corrective action to prevent further Disclosure or Intrusion. The Party must, as soon as is reasonably practicable, make a report to the other Party including details of the Disclosure (including Customer(s)’ identities and the nature of the information disclosed) or Intrusion and the corrective action the Party has taken to prevent further Disclosure or Intrusion. The Party must, in the case of a Disclosure cooperate fully with the other Party to notify the other Party’s Customer(s) as to the fact of and the circumstances of the Disclosure of the Customer’s particular information. Additionally, the Party must cooperate fully with all government regulatory agencies or law enforcement agencies having jurisdiction and authority for investigating a Disclosure or any known or suspected criminal activity.

LIMITATION OF LIABILITY. The Parties acknowledge that the fees for the services provided by Genpass are very small in relation to the Currency provided and consequently Genpass’s willingness to provide the Currency is based in part upon the liability limitations contained herein. Therefore, Genpass’s liability hereunder shall not exceed, in the aggregate, an amount equal to the fees received by Genpass during the three (3) months prior to any claim made against Genpass for damages. In no event will Genpass, or its agents, officers, directors, or employees be liable for any indirect, exemplary, punitive, special, or consequential damages. Additionally, Carrier’s liability shall not exceed those amounts specified in Exhibit B. Carrier and its agents, officers, directors, or employees shall not be liable for any indirect, exemplary, punitive, special, or consequential damages.

WARRANTY DISCLAIMER OF GENPASS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GENPASS DISCLAIMS ANY AND ALL WARRANTIES CONCERNING ANY PRODUCTS OR SERVICES PROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WARRANTY DISCLAIMER OF CARRIER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CARRIER DISCLAIMS ANY AND ALL WARRANTIES CONCERNING ANY PRODUCTS OR SERVICES PROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION. ATM Owner, ATM Manager, Carrier and Genpass shall indemnify, defend and hold harmless each other and their respective agents, officers, directors and agents against all claims made by third parties arising out of this Agreement and for all attorneys’ fees and other costs and expenses paid or incurred by the indemnified Party in the enforcement of the Agreement, including without limitation, those resulting from any breach of the Agreement or from any transaction occurring pursuant to the Agreement. Notwithstanding the foregoing, Carrier shall not be liable for any indirect, exemplary, punitive, special or consequential damages.

EXCLUDED LOSSES. Carrier will not be liable for any damage, shortage or loss of Currency, property, or to an ATM or its contents, caused by, resulting from, or arising out of

the conditions of a force majeure event;

non-performance, delays, loss, shortages, damage, liability or expense directly or indirectly caused by or contributed to by or arising from (a) war, (b) acts of terrorism or actions involving a political motive, (c)armed conflict, or (d) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual impending or expected attack, (i) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or (ii) by military, naval or air forces; or (iii) by an agent of any such government, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence, or confiscation by order of any government or public authority; or (e) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; or any weapon of war employing atomic or nuclear fission and/or fusion, or other like reaction or radioactive force or matter;

theft, forced entry, or damage by others, except where the loss or damage is the result of the negligent, reckless or intentional acts of Carrier, its Affiliates, employees, or subcontractors; 

the negligent action or inaction of ATM Owner, ATM Manager, Genpass, or any of their respective agents, affiliates, subcontractors or employees.

ATM Owner has full and complete legal title to the ATMs or the right to possess and use the ATMs and, except as set forth on Schedule 1 hereof, the ATMs are free and clear of any prior claims, security interests, pledges, attachment proceedings, seizures, mortgage, lien, judgment, execution process or other encumbrance and ATM Owner has the legal authority to place Genpass’s Currency into the ATMs.

ATM Owner and ATM Manager have the legal authority to locate and place all ATMs at the designated locations as set forth in Exhibit D (ATM Locations), attached hereto and incorporated herein by this reference.

There are no pending or threatened litigations, suits, proceedings or claims against ATM Owner, ATM Manager or Carrier, nor are there any liens, contracts or court orders pending or existing which could encumber the Currency once delivered to Carrier, or otherwise placed in the ATMs. Additionally, ATM Owner, ATM Manager, and Carrier each acknowledge and agree that the Currency contained within the ATMs serviced pursuant to this Agreement, is the property of Genpass, and shall not be subject to any liens, or other encumbrances, and further, shall remain separate from any lien(s) which may exist as to the ATMs, and any exercise of third party rights as to liens or encumbrances on the ATMs, which shall include seizure(s) of such ATMs, shall be separate from the Currency contained within them; upon any such exercise of third party right(s) to the ATMs, Genpass shall automatically be entitled to the immediate removal of its Currency, without liability or breach of obligation pursuant to this Agreement.

ATM Owner and ATM Manager and their agents hold the Currency as a custodian, acting in a fiduciary capacity for the benefit of Genpass.

Each of ATM Owner, ATM Manager, Carrier and Genpass is duly organized, validly existing and in good standing pursuant to applicable state and/or federal laws under which it is organized, and each is qualified to do business in all jurisdictions as may be required for the conduct of its respective business activities hereunder. Each of ATM Owner, ATM Manager, Carrier and Genpass has full power and lawful authority to (i) own and operate its assets, properties and business; (ii) carry on its business as presently conducted; and (iii) enter into and perform this Agreement. The persons executing this Agreement have full authority to bind their respective Party to the terms and conditions hereof.

The execution and delivery of this Agreement by each of ATM Owner, ATM Manager, Carrier and Genpass, and the performance by each such Party of its respective obligations hereof (i) are within its organizational powers; (ii) have been duly authorized by all necessary organizational action; (iii) does not and will not conflict with or constitute a breach or violation of its governing organizational documents; and (iv) does not and will not conflict with or constitute a breach or violation of any material agreement, indenture, deed of trust, lease, mortgage, loan agreement or any other material instrument or undertaking to which such Party is a party.

This Agreement constitutes a valid and legally binding obligation of each of ATM Owner, ATM Manager, Carrier and Genpass, enforceable against such Party in accordance with its terms and conditions.

ATM OWNER. ATM Owner shall maintain the following insurance coverage during the term of this Agreement:

Workers’ compensation and employers’ liability insurance to the extent required by law covering all persons employed by ATM Owner to perform obligations under this Agreement.

Commercial General liability insurance with broad form coverage covering, liability to bodily and personal injury, damage to property, false arrest, false imprisonment, malicious prosecution, defamation, liable, slander, legal liability caused by any act of ATM Owner or its employees or agents, and contractual liability coverage. The amount of this insurance must be in an amount that is reasonable prudent and necessary to cover damages from ATM Owner’s failure to perform its obligations hereunder. In no event shall such coverage be less than $____________ dollars (USD) per occurrence with an aggregate limit of not less than $_____________ dollars (USD).

ATM MANAGER. ATM Manager shall obtain and maintain during the term of this Agreement, at its sole expense, insurance sufficient to cover any and all damages, liability and obligations contemplated by this Agreement. The coverage by ATM Manager shall, at a minimum, provide for the following:

Workers’ Compensation and Employer’s Liability insurance to the extent required by the laws of the state in which the services are performed under this Agreement.

Commercial General Liability insurance, including contractual liability coverage, in an amount not less than $_______ dollars (USD) per occurrence, with an aggregate limit of not less than $__________ dollars (USD). Genpass must be named as an additional insured on the policy.

Automobile Liability insurance, including uninsured motorist and underinsured motorist coverage, for every vehicle that is used in the performance of ATM Manager’s obligations under this Agreement, with both property damage limits and personal injury and death limits of $_________ dollars (USD) in the aggregate. If ATM Manager’s agent is providing maintenance services, this section will apply to that agent.  

CARRIER. Carrier shall obtain and maintain during the term of this Agreement, at its sole expense, insurance sufficient to cover any and all damages, liability and obligations contemplated by this Agreement. If Carrier’s need for Currency exceeds the insurance limits specified below, Carrier shall increase such limits and provide verification thereof. The coverage by Carrier shall, at a minimum, provide for the following:

Workers’ compensation and employer’s liability insurance to the extent required by the laws of the state in which the services are performed under this Agreement.

Commercial General Liability insurance, including contractual liability coverage, in an amount not less than $_________ dollars (USD) per occurrence, with an aggregate limit of not less than $_____________ dollars (USD). Genpass must be named as an additional insured on the policy.

Fidelity insurance in an amount not less than $______________ dollars (USD) for claims arising from fraudulent or dishonest acts on the part of any representative of Carrier.

Automobile Liability insurance, including uninsured motorist and underinsured motorist coverage, for every vehicle that is used in the performance of Carrier’s obligations under this Agreement, with combined property damage limits and personal injury and death limits of $______________ dollars (USD) each per occurrence, and excess/liability coverage in a minimum amount of $________________ dollars (USD) in the aggregate.

In addition, Carrier shall provide All Risk Armored Car Cargo Liability insurance covering Currency, coin, checks and other property of Genpass that may be transported or be in Carrier’s possession (including property at Carrier’s premises, in transit, and away from Carrier’s premises) against all risks of physical loss or damage, including coverage for any act or omission of Carrier or any of its employees or agents. The amount of insurance must be in minimum amounts sufficient to satisfy Carrier’s not less than $_____________ dollars (USD) per loss in transit (armored car coverage) and $_______________ dollars (USD) per loss per vault for on-premises and vault coverage. There may be aggregate on this insurance policy, provided that the aggregate total shall be no less than the amount listed in Exhibit A. Genpass must be listed as loss payee.

ACCOUNTING. Genpass, shall account for all transactions at the ATMs daily and provide a daily status report with respect to each ATM, showing the amount of Currency dispensed from each and the amount of Currency remaining in the ATM. Genpass in its role as Currency provider shall also prepare its own daily reconciliation for the Currency it provided. To the extent Genpass’s reconciliation shows a discrepancy, Genpass shall, within seventy two (72) hours of discovery of such discrepancy, provide notice to Carrier’s customer service manager of the discrepancy. Genpass’s records shall be prima facie evidence of the Currency outstanding and delivered to the ATMs from time to time. Genpass shall have the right, in its discretion to audit, inspect and settle any Currency from time to time and at any time, so as to reconcile all records of Currency held in each of the ATMs. Genpass may conduct such audit and inspection procedures as it deems necessary, or as may be required by the regulatory agencies having responsibility over Genpass’s activities or by Genpass’s external auditors. Carrier shall provide Genpass such access to the ATMs as is necessary for Genpass to conduct its inspection and audit, provided that Carrier is compensated for providing such access at agreed upon rates.

ATM RECONCILIATION. Genpass will reconcile each ATM with the Currency load, residual and withdrawal information within five (5) days of the date of replenishment. In the event of a failure to reconcile, Genpass will notify ATM Manager and Carrier. Failure of the ATM Manager to reconcile the ATM by the end of the calendar month in which the failure occurs, the failure to reconcile will be deemed to be a delinquent account and Genpass may reduce the payment of monthly interchange income provided for under the Genpass Distributor Processing Agreement between Parties in an amount sufficient to fully cover the failure. Genpass may also offset the amounts due against any other funds of the ATM Manager on deposit with Genpass or any of its affiliates.

RETURN OF CURRENCY TO GENPASS. Genpass acknowledges that the Currency deposited with the Carrier is intended for distribution to customers using the ATMs which have been loaded with the Currency supplied by Genpass. The amount of Currency provided by Genpass for use in the ATMs is returned to Genpass via the transaction processing that occurs pursuant to the Processing Agreement and is not returned by payments in Currency, except for the Currency removed from the ATMs by the Carrier and delivered to Genpass at the termination of the Agreement. The fees assessed for the use of the Currency by ATM Manager in the operation of the ATMs shall be based upon the actual daily balance of Currency from Genpass to ATM Manager that is outstanding. The amount can only be increased by orders for additional Currency and decreased only by Currency returns or withdrawal activity.

ATM Manager and Carrier shall, at all times during the term of this Agreement, maintain reasonably acceptable systems and procedures consistent with its obligations and assumptions of liabilities under this Agreement.

ATM Manager, Carrier and Genpass are responsible to promptly notify the other parties in writing within 72 hours of becoming aware of a Loss.

Responsibility for Acts, Omissions or Negligence. It is understood and agreed that ATM Manager is responsible for any Loss that occurs from the time the Currency is placed in the ATM and until the Currency is dispensed to an ATM customer or returned to Genpass. Carrier is responsible for any Loss of Genpass’s Currency as a result of a cause set forth in Exhibit B. The Currency while in the ATM is covered by Genpass’s At Terminal insurance.

Payment for Losses. If an ATM Manager or Carrier is required, pursuant to an investigation, to compensate Genpass for Losses, ATM Manager or Carrier, as applicable, will pay the Losses by check or ACH made payable to Genpass within fourteen (14) days of conclusion of the investigation into the matter.

Exclusions. ATM Manager and Carrier will not be responsible for Losses resulting from illegal or fraudulent acts of Genpass employees, agents, representatives, or third-party contractors of Genpass.

In the event of a Loss or a difference, Genpass will provide notice to ATM Manager and Carrier’s CSM, as designated by Carrier from time to time, by telephone (which must be followed up with notice in writing), by facsimile (with written confirmation of receipt), by email to an address designated by the receiving party, or by a written notice mailed in the US mail by certified mail, return receipt requested of any claim for Loss within the lesser of three (3) business days after discovery of the discrepancy, or forty-five (45) days after ATM Service(s) was performed by Carrier. If the Loss results in a claim being made by Genpass, the notice of claim will be provided to the attention of the President of Carrier within the lesser of three (3) business days after discovery of the discrepancy, or forty-five (45) days after ATM Service(s) was performed by Carrier.

If requested by ATM Manager or Carrier, Genpass will make available to ATM Manager and Carrier all necessary and available information that directly relates to the Loss, and Genpass will use commercially reasonable efforts to cause its agents, officers and employees to cooperate with and assist ATM Manager and Carrier in the investigation of such Loss, subject to applicable law and regulation regarding financial privacy and any other applicable law or regulation. Genpass will maintain the records described below for all ATMs serviced by Carrier and will use its best efforts to make such records available to Carrier within seven (7) days after receipt of a written request from Carrier and in any event within twelve (12) days after receipt of written request.

As available, records of ATM activity including, but not limited to, records of transaction and ATM activity, ATM network records, error codes and ATM vault openings for a reasonable period not to exceed 60 days prior to and subsequent to any identified shortage.

ATM and vault balancing records

All other pertinent receipts and other paperwork and ATM electronic information pertaining to an identified shortage.

As available, and applicable, alarm access records of alarm by ATM site.

In the event of a difference or loss, ATM Manager and Carrier will fully cooperate with Genpass to investigate, and share ATM Manager’s and Carrier’s internal investigation report regarding any Carrier employee who had potential access to the Currency. Genpass will fully cooperate with ATM Manager and Carrier to investigate the Loss, including sharing of Genpass’s internal investigation report with regard to any Genpass employee having potential involvement in the Loss.

The Party responsible for the Loss under this Agreement will make full payment of the Loss by check or ACH made payable to Genpass within fourteen (14) days of the determination of Loss responsibility. Genpass shall cooperate by providing information reasonably requested by the insurance Carrier for ATM Manager or Carrier.

RESPONSIBLITIES AT TERMINATION. Upon termination of this Agreement for any reason, Carrier, ATM Manager, ATM Owner and Genpass will cooperate to complete the following activities.

Carrier must remove all Currency from the ATMs of ATM Owner and deliver the Currency to Carrier’s cash vault.

Carrier shall provide final terminal balancing activity and reports to Genpass, ATM Manager and ATM Owner.

Genpass shall perform a final balance on each ATM and cash vault.

4.

Upon agreement by Genpass, ATM Owner, ATM Manager and Carrier that all ATMs and cash vaults are in balance, Genpass shall instruct Carrier as to the location where the Currency shall be delivered. Carrier will thereafter deliver the Currency to the designated location. Risk of loss of the Currency remains with Carrier until the Currency is accepted by Genpass at the designated location. All fees and charges relating to the delivery of the Currency to Genpass to Carrier shall be paid in accordance with Section IV.B.3.

The fees for the use of the Currency shall be assessed by Genpass until such time as Genpass has accepted the final deposit from the Carrier.

NO CREDITOR RELATIONSHIP. Entering into this Agreement does not, nor is it intended to create a debtor-creditor or lending arrangement or relationship between Genpass and any other Party. In consideration of Genpass providing Currency to the ATM Manager for the ATMs, ATM Manager agrees to pay Genpass the compensation determined in accordance with the terms and conditions of this Agreement, as the same may be amended from time to time.

ACCOUNTING PRINCIPLES. Where the character or amount of any item of income, revenue, costs, expenses or similar monetary calculation is required to be determined or other accounting computation is required to be made for purposes of this Agreement, this will be done in accordance with appropriate accounting principles, which shall be consistently applied.

ATTORNEYS’ FEES. If any dispute arises between or among any of the Parties regarding any Party’s rights or obligations pursuant to this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees attorneys’ costs, expert witness fees, and court costs incurred in connection with litigation.

COMPLIANCE WITH LAWS. Each Party may rely on the other Parties’ compliance with all applicable laws. Violation of applicable law by a Party which allows or permits said Party to take any action under or pursuant to this Agreement which such Party would not otherwise have been able to do or take, shall constitute a breach of this Agreement.

ASSIGNMENT. ATM Owner, ATM Manager and Carrier may not assign this Agreement. However, Carrier may assign rights and obligations under this Agreement to a parent, an affiliate, or a subsidiary in connection with a merger or consolidation of those entities without the consent of the other Parties. The Parties further understand and agree that certain of Carrier’s responsibilities under this Agreement may be performed by its affiliate, Premium Armored Services, Inc.

FORCE MAJEURE. No Party shall be liable for a delay in performance hereunder where the cause for such delay is beyond the reasonable control of that Party. Such causes shall include, without limitation, acts of God; acts of terror; riots; acts of war; epidemics or pandemics; governmental regulations imposed after the fact; earthquakes or other disasters (“Occurrence”). Provided, however, that, where possible, written notice of the cause of the delay shall be given by the Party to the other Parties within three (3) days after the Occurrence, and further provided that best efforts shall be made to restore performance hereunder. If a delay by a Party lasts more than five (5) business days, any of the other Parties shall have the right to terminate this Agreement with no penalty, early termination fees, or liquidated damages applicable.

GOVERNING LAW. The rights and obligations of the Parties under this Agreement shall be governed and interpreted by the internal laws of the State of Minnesota, including the Minnesota Uniform Commercial Code, without reference to the conflict of laws rules.

INFORMAL DISPUTE RESOLUTION. Except where emergency injunctive relief is being sought by a party, no party shall file a lawsuit without, as a condition precedent, having exhausted the informal dispute resolution procedures contained in this paragraph. Any Party may give another Party notice of any dispute arising out of or related to this Agreement which dispute is not resolved in the normal course of business. Within fifteen (15) days after delivery of that notice, the receiving Party will provide a written response. Within fifteen (15) days after delivery of the receiving Party's written response, executives of the Parties who have authority to resolve the dispute will meet to attempt to resolve the dispute. All reasonable requests for information will be honored. If the matter has not been resolved within forty-five (45) days after the disputing Party's initial notice, or if the executives fail to meet within fifteen (15) days of the date of the receiving Party’s response, legal action may then be commenced with respect to the dispute or claim. All negotiations pursuant to this paragraph will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

JURISDICTION. The Parties hereby irrevocably submit to the nonexclusive jurisdiction of any court of the State of Minnesota or the United States of America sitting in Minneapolis, Minnesota, in any action or proceeding arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in any such court. The Parties hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

JURY WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF DEALING, STATEMENTS, WHETHER VERBAL OR WRITTEN, OR ACTION OF OR BY A PARTY.

HEADINGS. The headings contained in this Agreement are for convenient reference only, and shall not be considered substantive, and shall not affect the interpretation of this Agreement.

NON-EXCLUSIVE. This is not an exclusive agreement. Nothing in this Agreement is intended to restrict Genpass or Carrier from entering into similar agreements with any third party.

RELATIONSHIP OF THE PARTIES. No joint venture, partnership, agency, employment relationship or other joint enterprise is contemplated by this Agreement. No employee or representative of one of the Parties shall be considered an employee of any of the other Parties. In making and performing this Agreement, the Parties shall act at all times as independent contractors, and at no time shall any Party make any commitments or incur any charges or expenses for or in the name of the other Party.

Genpass’s business operations are regularly audited by (i) various government agencies having supervisory and regulatory authority over Genpass(the “Regulatory Authorities”) and (ii) Genpass's own internal auditors. Genpass is also required to audit its vendors.

ATM Owner, ATM Manager and Carrier must cooperate with Genpass's efforts to meet its regulatory obligations and must comply in a timely manner with Genpass’s reasonable requests for documentation and information. ATM Owner, ATM Manager or Carrier’s refusal or failure to comply is a material breach of this Agreement. If Genpass reasonably determines that ATM Owner, ATM Manager, or Carrier's data security, internal controls, or financial stability are inadequate and not susceptible to cure within any reasonable time frame or that an unacceptable risk to Genpass or Genpass's customer's exists, Genpass may terminate this Agreement by providing written notice to ATM Owner, ATM Manager, or Carrier. Genpass will identify its reasons for such termination in the notice.

The following are deemed reasonable requests of Genpass, with which ATM Owner, ATM Manager, and Carrier must comply:

ATM Owner, ATM Manager and Carrier must make their books, records, and operations relating to all products and services provided to Genpass or Genpass's customers available for audit or inspection by the Regulatory Authorities, by Genpass, or by Genpass’s independent auditors with at least two (2) business days’ advance notice from Genpass.

Within five (5) business days of Genpass’s written request, ATM Owner, ATM Manager or carrier must provide all applicable audit reports, including but not limited to: performance, financial, internal control and security reviews; penetration testing; intrusion detection; and firewall configuration.

If a deficiency is noted or determined in any such audit report, ATM Owner, ATM Manager or Carrier must also provide to Genpass any and all documentation related to resolution of the audit deficiencies and the corrective actions implemented to prevent recurrence of such deficiency.

ATM Owner, ATM Manager or Carrier must reasonably cooperate with Genpass’s periodic vendor assessments. Genpass is required on an annual or semi-annual basis to perform the following vendor assessments:

The terms of this Section shall survive expiration or termination of this Agreement for any reason for at least two (2) years, but in no case less than might be required by law or applicable regulation.

USE OF NAME. All Parties agree not to refer to any other Party directly or indirectly in any promotion or advertisement, any metatag, any news release or release to any general or trade publication or any other media without the prior written consent of the Party whose information is intended to be used, which consent may be withheld at that Party’s sole and complete discretion.

SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

SUCCESSORS. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit or, the successors and permitted assigns of the Parties hereto.

SURVIVAL. Any provision of this Agreement that requires performance or grants a benefit after termination of the Agreement shall be deemed to survive the termination of the Agreement.

ENTIRE AGREEMENT. This Agreement, its recitals, and the referenced Exhibits, attachments and Schedules, contains the sole and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, whether written or oral, among the Parties.

AUTHORIZATION. No Party hereto shall be legally bound hereunder until this Agreement has been signed by a duly authorized representative of each Party hereto.