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3.5 ABS agrees that it will not use or permit to
be used the SC name or marks without prior written
consent in each and every instance.
ARTICLE 4. Sharing of Income and Expense
4.1 ABS agrees to remit or cause to be remitted
to SC on a monthly basis throughout the term of this
Agreement a royalty fee calculated in accordance with
Attachment “B”. * * *
4.2 ABS shall be responsible for the development
of all promotional and solicitation materials and
programs designed to encourage the acquisition and
usage of the Services by the members of SC subject to
the approval by SC of all such materials and programs.
The cost of such materials and programs shall be borne
by ABS, and SC shall not be liable for any costs
related thereto with the exception specified in Section
4.3 below. SC shall cooperate fully with ABS in
encouraging the acquisition and use of the Services.
4.3 SC may elect to pay for the production and
mailing costs associated with direct mail or other
solicitations to its members to encourage their
acquisition and use of the Services. In the event SC
so elects, the royalties payable by ABS shall be
adjusted as provided in paragraph 2 of attachment “B".
4.4 ABS, its agents, or participating financial
institutions shall be responsible for all expenses
associated with the Services except for any non-
Service related matters requested by SC such as special
mailings, special printouts or other similar actions
not part of bankcard routine operations. * * *
ARTICLE 5. Term of Agreement
* * * [four years plus renewal periods] * * *
ARTICLE 6. Hold Harmless
6.1 ABS agrees to indemnify and hold SC and each
and every participating SC member harmless from any and
all direct or contingent liabilities, claims, damages,
losses and expenses arising directly or indirectly from
the activity of ABS, its agents, or participating
financial institutions in participating in the program
except for such expenses as are specified in Sections
4.3 and 4.4, and interest and other normal bankcard
charges against cardholders for the Services.
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Last modified: May 25, 2011