MoneyGram 2007 Annual Report Download - page 128

d. Test of Alternative Technology. [*] provided that it gives Company a right of first refusal for providing such technologies that may
be deemed by Company a competing product or service, including a reasonable time to develop said technologies. Company's
Money Order and Money Transfer Services will also be offered in the test Locations during the test.
III. ASSIGNMENT. Neither party may assign this Agreement without the written consent of the other party except to an entity, which controls,
is controlled by or is under common control with the assigning party. Neither party may create a sub-agency. Each party represents that
entering into this Agreement is not a breach of any other agreement.
IV. SUPPLIES, EQUIPMENT AND COMPANY'S SYSTEMS.
a. Forms. Company will provide Seller during the term of this Agreement, without charge, with money order and money transfer forms
necessary for Seller to provide the Services. Seller shall be responsible for ordering from Company such forms and supplies as
needed.
b. Company's Systems. Company shall supply Seller with equipment, hardware and software ("Company's Systems") necessary for
Seller to provide the Services at each of Seller's Locations. Such equipment may include a personal computer, proprietary software
(including but not limited to Company's DeltaWorks! Software), Company's DT3 equipment, or other equipment, hardware or
software provided by Company, all of which shall be deemed part of Company's Systems. Company grants to Seller a non-exclusive
license to use Company's Systems, for the term of this Agreement. Seller shall not remove any part of Company's Systems from the
original installation Location without first providing notice to Company. Seller agrees that it will not modify, decompile or reverse
engineer any part of Company's Systems without Company's consent. Seller is responsible for any damage, theft or loss to any part
of Company's System in Seller's possession or control, to the extent caused by employees of Seller, except for normal wear and
tear. Seller will notify Company if any of Company's equipment is not working properly. Upon termination of this Agreement, Seller
shall return all parts of Company's System in Seller's possession or control, at Company's expense. If Seller fails to return any
portion thereof upon termination of this Agreement, Seller shall pay Company $1000 per Location, representing the replacement
cost of such Equipment at each Location. Company will be responsible for equipment returned by Seller from the time of shipment if
Seller follows Company's instructions and properly packs and ships the equipment.
c. Maintenance and Upgrades. Company agrees to maintain equipment provided by Company to Seller as part of Company's
system, at Company's own expense, including all upgrades necessary to accommodate changes that Company may make to the
System. Company agrees that where possible, Company will notify Seller within 24 hours if it determines that maintenance is
required on Seller's equipment, such equipment is not functioning, or if the Money Transfer System network is not working properly.
Company agrees to provide upgrades to the System as deemed necessary by Company from time to time, and as they become
generally available to Company's network. Company agrees that it will pay the cost of any enhancements or upgrades to the
System necessary to accommodate changes that Company may make that were not initiated at the request of Seller or to
accommodate Seller's requirements. Seller shall provide all upgrades necessary to accommodate changes made at the request of
Seller, or to accommodate Seller's requirements. Company will provide customer service for consumers through Company's call
centers.
[*] Please refer to footnote on page 1. 2