MoneyGram 2007 Annual Report Download - page 131

change 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.
Within 30 days after any termination in accordance with this Section XIII, the parties shall conduct a final accounting to determine
the final amounts due and owing between them for transactions completed prior to the termination date. All such amounts shall be
paid immediately following such accounting. If the termination is for hardship or material adverse change in accordance with this
Section XIII, then no further damages or other compensation shall be payable by either party. The provisions of this Agreement
regarding (i) the return of Company's equipment and other property, including Seller's payment therefore, and (ii) each party's
indemnification rights under Section VI shall remain in effect subsequent to the termination of this Agreement.
e. Extension of Term. In addition to the Commissions specified herein, Seller shall be entitled to an extension payment, as follows
("Extension Payment"):
(i) Extension Options - On or before the eve of each anniversary of this Agreement (January 31 of each year during the initial
term of this Agreement) Seller shall have the option to extend the term of this Agreement by one year (to January 31, 2010) or
two years (to January 31, 2011). Seller shall be entitled to an Extension Payment of an additional [*] of the applicable
Consumer Fee in extending the Agreement by one year (to January 31, 2010) or an additional [*] of the applicable Consumer
Fee by extending the Agreement by two years (to January 31, 2011). The Extension Payment would apply to the applicable
Consumer Fee beginning on the following February 1st, and continuing for the remaining term of this Agreement.
Unless otherwise agreed by both Seller and Company, in no event shall Seller be entitled to exercise options to extend the term of
this Agreement by more than two additional years extending this Agreement beyond January 31, 2011, or be entitled to extension
payments increasing its base commission by more than [*].
(ii) Extension Notification - Seller will notify Company in writing of intent to exercise one of the extension options described
above on or before the eve of the anniversary date (January 31 of each calendar year) to allow for administrative execution of
the additional applicable Performance Bonus referenced in Money Transfer Section 6.b..
XIV. SIGNAGE/ADVERTISING/PROPRIETARY MATERIAL.
Seller shall be solely responsible for advertising and promoting Seller branded Services, including providing all signage and shall pay all
costs and expenses of such advertising. Seller and Company understand that the decision to display signage at Seller Locations will be
made on a location by location basis. Seller will comply with Company branding standards. Seller agrees to use its good faith efforts to
promote the sale of the Services according to a mutually agreed upon marketing plan, budget and schedule, both at the corporate level as
well as at the individual Locations.
Company shall be solely responsible for advertising and promoting the MoneyGram branded Money Order, Money Transfer and Express
Payment network generally, and shall pay all costs and expenses of such advertising.
Company hereby grants to Seller and Seller hereby grants to Company, a limited, non-exclusive, non-transferable, royalty-free license to
use, solely for use in connection with the Services during the term of this Agreement, the other party's name, logo, trademarks, service
marks, related trade names and company names and other identifying marks (collectively "Marks"). Each use of a party's Marks
hereunder by the other party shall be subject to the prior written approval by such first party of the form, content and proposed use of the
materials in which the Marks are to be used.
[*] Please refer to footnote on page 1. 5