This Agreement is entered into between Power Payment Solutions Inc. ("the Company") AND the Agent identified above. The Company appoints the Agent as an independent sales representative to market payment processing services, payment terminals, software solutions, and related products offered through the Company's approved processor partners. This Agreement becomes effective upon execution by both parties.
Section 1 — Independent Contractor Status
The Agent acknowledges and agrees that they are engaged as an independent contractor and not as an employee of the Company. Accordingly, the Agent is responsible for all taxes, insurance, permits, licenses, and business expenses; is not entitled to employee benefits, vacation pay, pension plans, or other employment-related benefits; and has no authority to bind or legally obligate the Company without prior written authorization. Nothing in this Agreement creates an employer-employee relationship, partnership, franchise, agency, or joint venture. The Agent shall submit invoices according to the Company's commission payment schedule.
Section 2 — Appointment
The Company appoints the Agent on a non-exclusive basis to market and refer merchant payment processing services. The Company reserves the right to accept, decline, or withdraw any merchant application at its sole discretion. Merchant approvals remain subject to processor underwriting, compliance requirements, fraud review, equipment financing approval, and applicable risk policies. Nothing in this Agreement guarantees merchant approval.
Section 3 — Agent Responsibilities
The Agent agrees to prospect for new merchant opportunities, present Company products honestly and professionally, collect complete and accurate merchant documentation, submit applications promptly and accurately, maintain CRM notes and activity records, assist merchants throughout onboarding, provide reasonable post-sale support, maintain confidentiality, and conduct business ethically. If the Agent becomes aware of suspected fraud, identity theft, inaccurate information, forged documents, suspicious merchant activity, or any material compliance concern, the Agent shall immediately notify the Company.
Section 4 — Company Responsibilities
The Company agrees to provide sales training, proposal and pricing tools, CRM access, application support, processor relationships, underwriting coordination, equipment ordering and provisioning, merchant onboarding assistance, ongoing operational support, monthly commission reporting, and timely commission payments.
Section 5 — Compensation & Growth Program
5.1 Residual Participation — Eligible merchant accounts generate recurring residual compensation payable to the Agent. The standard participation level is 50% Residual Participation. Performance incentive tiers may increase this participation based on the number of active merchant accounts maintained by the Agent. Residual compensation is payable only while merchant accounts remain active, funded, in good standing, and eligible under the Company's compensation policies.
5.2 Performance Growth Program — see the compensation table below.
5.3 Equipment, Leasing & Software Compensation — Equipment commissions are governed by the current Power Payment Compensation Schedule (Schedule A), which forms part of this Agreement and may include Clover purchases, Clover leasing, Moneris rentals, software commissions, SaaS residuals, promotional incentives, and bonus programs. The Company may update Schedule A periodically to reflect changes in processor programs, equipment costs, financing programs, profitability requirements, and market conditions.
5.4 Leasing Credit Adjustment — Equipment leasing commissions are subject to financing approval. Where a lease application is approved with a merchant credit classification of Tier C or lower, the applicable leasing commission shall automatically be reduced to the previous commission tier. Whenever reasonably possible, the Company will communicate the adjusted commission to the Agent before funding.
Section 6 — Commission Payments
Residual commissions are paid monthly following receipt of residual payments from the applicable processor, which generally follow an industry-standard delay of approximately sixty (60) days after merchant processing activity. Equipment commissions are paid on two monthly cycles — on or before the 10th and on or before the 25th of each month — provided the merchant account has been approved, funded, and activated. Monthly commission reports will be provided. Any commission discrepancy must be reported within sixty (60) days of the payment date.
Section 7 — Marketing & Professional Standards
The Agent shall not guarantee merchant approval, pricing, savings, or funding timelines; modify Company agreements; offer unauthorized pricing; make commitments on behalf of processors; use unapproved marketing materials; misrepresent Company products or services; or represent themselves as an employee of the Company. The Agent shall use only Company-approved branding, presentations, pricing materials, and sales documents.
Section 8 — Merchant Relationships & Company Property
Merchant agreements remain contracts between the merchant and the applicable processor; the Company manages the commercial relationship with its processor partners. All Company property — including merchant information, CRM records, pricing models, proposal builders, commission reports, operational procedures, onboarding workflows, training materials, calculators, templates, documentation, software, and intellectual property — remains the exclusive property of Power Payment Solutions Inc.
Section 9 — Confidentiality
The Agent agrees to comply with the Company's Confidentiality and Non-Disclosure Agreement (see the NDA, Section 3 of this package), which forms part of this Agreement. The confidentiality obligations survive termination of this Agreement.
Section 10 — Residual Rights After Termination
If the Agent leaves the Company in good standing, the Company may, at its sole discretion, continue residual payments, negotiate a portfolio buyout, approve another mutually agreed transition arrangement, or discontinue future residual participation. Residual participation immediately ceases where termination results from fraud, theft, material misconduct, breach of confidentiality, merchant solicitation, unauthorized competition, or any material breach of this Agreement. Nothing in this section creates a guaranteed right to ongoing residual payments following termination.
10.1 Portfolio Buyout Value — Agents may build resale value through their recurring residual portfolio. For Agents leaving the Company in good standing, the Company may offer to purchase the Agent's eligible residual participation at approximately 9 to 12 times the Agent's average monthly residual compensation.
This range is a guideline only and is not guaranteed. Any buyout and final valuation are subject to Company approval and may vary based on portfolio performance, merchant retention, risk, and market conditions.
Section 11 — Non-Solicitation
During this Agreement and for twenty-four (24) months following termination, the Agent agrees not to solicit merchants introduced through the Company, solicit Company employees, contractors, or referral partners, use Company pricing, documentation, systems, or confidential information for competitive purposes, or interfere with the Company's merchant relationships. Nothing in this section restricts lawful competition beyond what is reasonably necessary to protect the Company's confidential information, goodwill, and business relationships.
Section 12 — Termination
Either party may terminate this Agreement by providing thirty (30) days' written notice. The Company may terminate this Agreement immediately in cases including fraud, misrepresentation, breach of confidentiality, criminal conduct, repeated compliance violations, unauthorized merchant solicitation, gross negligence, or any material breach. Upon termination, the Agent shall immediately return all Company property and cease using Company systems, branding, and confidential information.
Section 13 — General Provisions
Governing Law: Province of Québec and applicable laws of Canada. Entire Agreement: This Agreement, together with Schedule A, the Confidentiality Agreement, and all incorporated documents, constitutes the entire agreement. Amendments: must be in writing and signed by both parties. Assignment: the Agent may not assign or transfer this Agreement without the Company's prior written consent. Electronic Signatures: have the same legal effect as original handwritten signatures. Dispute Resolution: good-faith discussion and mediation before legal proceedings, unless immediate action is needed to protect confidential information or legal rights.
Schedule A — Compensation Structure (Performance Growth Program)
Residual participation increases based on active, funded merchant accounts in good standing:
| Active Merchant Accounts | Residual Participation |
|---|
| 1–9 | 50% |
| 10–24 | 60% |
| 25+ | 65% |