MoneyGram 2007 Annual Report Download - page 130

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COMPANY:
Travelers Express Company, Inc.
Attention: Contracts Administration
1550 Utica Avenue South
Minneapolis, MN 55416
XII. ENTIRE AGREEMENT. This Agreement, including any riders, exhibits, or addenda, is the entire agreement between the parties relating
to the subject of this Agreement. This Agreement can be changed only by a writing signed by both parties. If any part of this Agreement is
invalid, it is severed from the rest of this Agreement, and the rest of this Agreement remains in effect.
XIII. TERM AND TERMINATION. This Agreement is effective on the Effective Date indicated above.
a. The initial term of this Agreement begins on the Effective Date and continues through January 31, 2009, unless extended pursuant
to the terms of paragraph e, below. This Agreement will continue in one year terms thereafter unless terminated by either party as
provided in this Section XIII.
b. This Agreement may be terminated by either party as of the end of the initial term or at any time thereafter, by written notice given to
the other party at least 180 days in advance of such termination. Either party may terminate this Agreement at any time immediately
upon giving written notice if the other party has materially breached this Agreement and has failed to cure such breach within
30 days after written notice is given by the other party specifying the breach. The 30 day cure period does not apply to any failure by
Seller to remit amounts owing to Company as agreed. Seller and Company shall each have as long as 5 days in which to cure an
unpaid remittance if due to delays caused by Company, force majeure including but not limited to: strikes, riots, labor disputes, war
or civil disturbance; court order, acts of God, computer or power failures (provided that Seller has commercially reasonable disaster
recovery plans in place to protect its business) or other causes outside its reasonable control. Upon any termination, Seller will
immediately remit in good funds all amounts then owing to Company. Seller remains liable to Company until Seller has fulfilled all of
its obligations to Company.
c. Hardship Termination. In the event that due to regulatory or government prohibition that renders either party unable to continue to
provide the Money Transfer Services, such party may elect to terminate this Agreement as to the Money Transfer Services only for
hardship in accordance with the following provisions. Before electing such a hardship termination, the party so electing shall provide
the other party with 180 days (or such shorter period if required by law) advance written notice of its intention to terminate including
the section of the law or regulations or government action that gives rise to the prohibition. The non-terminating party shall then
have the right to either accept such notice of termination or object to the termination. If the non-terminating party objects to the
hardship termination then such party shall provide written notice of its objection and rationale no later than 30 days after its receipt
of the notice of termination. Upon objection by the non-terminating party, the matter shall be submitted to dispute resolution
pursuant to the provisions of Section XVI hereof; provided, however, following a hardship termination hereunder by Company, Seller
may engage a third party to provide money transfer services for the remainder of the current term of this Agreement.
d. Termination for Material Adverse Change. In the event that, in the commercially reasonable good faith judgment of Company, there
has been a material adverse change in Company's business or network of representatives due in whole or in substantial part to the
provision of Money Transfer Services by Seller hereunder, then Company shall have the right to terminate this Agreement as to the
Money Transfer Services only. Before electing such a termination, Company shall provide Seller with 180 days advance written
notice of its intention to terminate including a description of the material adverse change. Seller shall then have the right to accept
such notice of termination or object to the termination. If Seller objects to the termination, then Seller shall provide written notice of
its objection and rationale no later than 30 days after its receipt of the notice of termination. Upon objection by the Seller, the matter
shall be submitted to dispute resolution pursuant to the provisions of Section XVI hereof; provided, however, following a material
adverse 4