AMENDED AND RESTATED BILLING AGENT AGREEMENT
This Amended and Restated BILLING AGENT AGREEMENT (the Agreement) is made and entered into as of 11/25/2020, (Effective Date), by and between TRANS UNION LLC (TransUnion) with its principal place of business at 555 West Adams, Chicago, Illinois 60661, and Upstart Network, Inc. (BILLING AGENT) with its principal place of business at 2950 South Delaware Avenue #300, San Mateo, CA 94403.
WHEREAS, TransUnion has entered into an agreement (a Service Agreement) for consumer credit reporting and/or ancillary products and services (Services) with its customers reflected on Exhibit A (each, a Customer); and,
WHEREAS, TransUnion and Billing Agent have previously entered into that certain Billing Agent Agreement dated February 13, 2017, including all addenda and amendments entered into from time to time by the parties (the Existing Billing Agent Agreement); and
WHEREAS, TransUnion and Billing Agent wish to amend and restate the Existing Billing Agent Agreement in its entirety; and
WHEREAS, TransUnion and BILLING AGENT desire that BILLING AGENT act as a TransUnion billing agent for payment of certain Services provided by TransUnion to Customer(s) under the Service Agreement.
NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged as adequate consideration by the parties, the parties hereto agree as follows:
|1.1 || |
Subject to the terms and conditions of this Agreement, TransUnion engages BILLING AGENT on a nonexclusive basis, and BILLING AGENT accepts such engagement, to act as a TransUnion billing agent for the purpose of billing and payment of Services provided by TransUnion to certain Customers under the Services Agreement.
|1.2 || |
This Agreement is entered into in reliance on the integrity as well as the managerial capacity of BILLING AGENT, including its principals and employees. Therefore, this Agreement, including, without limitation, all rights and obligations set forth herein, with respect to BILLING AGENT, are personal to the BILLING AGENT and may not be subcontracted, to subagents or any other third party, by BILLING AGENT without the prior written consent of TransUnion. Moreover, this Agreement, including the rights and obligations contained in this Agreement, may not be assigned, transferred (e.g., via stock purchase, sale of assets, etc.) or otherwise disposed of, by operation of law or otherwise, in whole or in part, by BILLING AGENT. Any attempt to so subcontract, assign, or transfer such rights and obligations shall result in immediate termination of this Agreement.
|2. || |
Responsibilities of BILLING AGENT
|2.1 || |
BILLING AGENT shall conduct its business consistent with ethical business practice and in a manner so as to maintain and increase the goodwill and reputation of TransUnion and the Services.
|2.2 || |
BILLING AGENT will fulfill all its obligations under this Agreement in a professional and workmanlike manner.
|2.3 || |
BILLING AGENT shall at all times comply with all applicable laws, regulations and judicial actions.
|2.4 || |
BILLING AGENT shall obtain, and maintain for the term of this Agreement: (a) Workers Compensation and/or all other Social Insurance in accordance with the statutory requirements of the jurisdiction in which the services will be performed and (b) Comprehensive General Liability and Errors and Omissions Liability Insurance, covering all BILLING AGENTS operations under this Agreement, in an appropriate amount, but in no event less than an amount of One Million Dollars ($1,000,000.00) per occurrence. BILLING AGENT shall deliver to TransUnion within thirty (30) days of the execution date of this Agreement certificates evidencing the insurance obtained pursuant to the requirements set forth in this Agreement. All policies of insurance obtained pursuant to this Agreement shall provide that such insurance shall not be changed or canceled until thirty (30) days prior written notice has been given to TransUnion.
| || || || |
|Trans Union LLC Confidential Information || ||1 || |
|*** || |
Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.