MoneyGram 2007 Annual Report Download - page 129

d. Telecommunication. Company at its expense will provide and maintain a dedicated telephone line or Ethernet connection between
Seller's network and Company.
V. DEVELOPING TECHNOLOGY. Other than as otherwise stated in this Agreement, any development of future technology (including
hardware and/or software) on which the Money Order Services or Money Transfer Services may be provided, and any related expenses,
such as connections or telecommunications, shall be negotiated in good faith and mutually agreed between the parties. In the event that
the parties agree on such technology development, the terms of the development and provision of the Services (including pricing of the
Services on the modified technology) shall be documented in a future amendment to this Agreement.
VI. INDEMNIFICATION. Each party is responsible for, and agrees to indemnify the other against any and all losses, damages and expenses,
(including reasonable attorneys' fees) which such other party may sustain or incur attributable to any act or failure to act (whether
negligent, dishonest, or otherwise) by the party or the party's employee (whether or not acting within the scope of employment) in any way
related to this Agreement except to the extent caused by any act or failure to act (whether negligent, dishonest or otherwise) by such
other party or such other party's employee (whether or not acting within the scope of employment.)
VII. SECURITY AGREEMENT. Seller grants to Company a security interest in the money order materials, the proceeds of money order and
money transfer sales and the right to receive payment for money orders and money transfers sold, and Seller's rights under this
Agreement. Company has the rights of a secured creditor under the Uniform Commercial Code solely with regard to the items listed
above. Company agrees not to take any action on its security interest unless: i) Seller has been given prior written notice, ii) Seller's net
worth falls below 5 billion dollars, and iii) Seller is in default under this Agreement.
VIII. INTEREST. Any amount not paid to either party when due will bear interest until paid at the annual rate of two percent above the prime
rate as that prime rate may be from day to day. As used in this Agreement, "prime rate" means the prime rate published by The Wall
Street Journal for corporate loans by large U.S. money center commercial banks. Interest will not exceed the amount or rate that may
lawfully be charged, and any amount contracted for, charged, or taken in excess of the amount or rate allowed by law will be credited to
principal or refunded.
IX. REMEDIES. All remedies are cumulative. Delay or failure to enforce a right or pursue a remedy is not a waiver. The parties consent to
jurisdiction and venue in the United States District Court for the District of Delaware, and in the courts of the state of Delaware.
X. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws and regulations, including laws and regulations that
prohibit money laundering. Seller agrees that it will comply with local laws relating to money laundering compliance and other laws
relating to its business. Company agrees that it will comply with all federal and state and local laws concerning money order licensing,
regulation and money laundering compliance and will promptly advise Seller of any such laws which affect or prohibit Seller's activities
pursuant to this Agreement. The parties acknowledge that isolated incidents of non-compliance which do not constitute a pattern of non-
compliance, and which do not cause either party to incur any material penalty or to be subject to any regulatory or civil enforcement
action, will not be considered a breach sufficient to give rise to a right of termination of this Agreement pursuant to Section XIII, below.
XI. NOTICES. Written notices may be sent by certified mail return receipt requested or delivered in person and must be addressed as
follows:
SELLER:
Wal Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, AR 72716-8001
Attention: Senior Vice President, Wal-Mart Stores, Financial Services Division
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