By selecting the checkbox labeled, "I agree to the terms and conditions for use of the materials requested," you are agreeing to the terms and conditions of the License Agreement below:

NACHA - THE ELECTRONIC PAYMENTS ASSOCIATION - LICENSE AGREEMENT

THIS AGREEMENT is made effective between NACHA - The Electronic Payments Association ("NACHA"), with offices at 13665 Dulles Technology Drive, Suite 300, Herndon, VA 20171, and Company, Inc. ("Company").

WHEREAS, NACHA is a nonprofit, tax exempt organization which owns certain intellectual property, including certain designs and materials available on this Web site (the "Materials");

WHERAS, NACHA desires to license the Materials to Company under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is acknowledged, the parties hereby agree as follows:

1. Grant of Rights.

A. NACHA hereby grants to Company, for the term of this Agreement, a limited, conditional, non-exclusive right and license to use the Materials solely in connection with consumer media and to reproduce, transmit, and distribute the Materials, in whole or in part, in printed format or on magnetic, optical, or other form of electronic media. NACHA does not formally endorse, certify, guarantee, sponsor, or warrant the Company, its services, or the services of its employees, agents, or subcontractors.

B. The rights to reproduce and distribute granted in this Section shall include transmission, distribution, and reproduction by agents or distributors authorized by Company and NACHA, as marketing representatives of Company.

C. Nothing in this Agreement shall be construed as preventing NACHA from its own use of the Materials.

D. For the purpose of production, Company shall have the right to electronically scan and/or store the electronic images and text of the Materials. The right to use and distribute such electronic images shall be strictly limited to the rights granted by NACHA in this Section, unless otherwise agreed to in writing by the parties. Any use of the Materials not expressly authorized in this Agreement is strictly prohibited.

E. In order to protect the good will of NACHA, Company agrees that NACHA retains the right to review and approve all uses of the Materials, including all marketing and promotional materials developed and produced by Company including the Materials, provided, however, that NACHA will not unreasonably withhold approval.

F. This license does not convey, transfer, or assign to Company ownership or other rights, and NACHA shall retain all such rights with respect to the Materials, and any other intellectual property owned, possessed, or licensed by NACHA, including all trademarks, service marks, and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Company hereunder. Nothing in this Agreement or grant of license shall be construed to restrict or prevent NACHA from entering into separate license agreements with other parties.

2. NACHA Responsibilities.

NACHA will provide to Company the Materials, which will comply with the intent of the consumer advertising campaign and technical specifications as required. The Company will have sole responsibility for obtaining, at its expense, the Materials. NACHA and Company will determine mutually agreeable methods for the transmission and incorporation of updates to the Materials.

3. Company Rights and Responsibilities.

Company may use the Materials in consumer media with Company logo. Company may not modify or alter the Materials without NACHA's prior written consent.

4. Agency.

NACHA and Company agree that this Agreement is not intended to create any partnership, joint venture, employment, or agency relationship of any kind; and both agree not to contract any obligations in the name of the other, to use each other's credit in conducting any activities under this Agreement, or to represent that NACHA is in the business of providing the products and/or services provided by Company.

5. Limitation of Liability; Indemnification.

A. Each party represents and warrants that it has all the rights necessary to enter into and perform this Agreement.

B. Company, its officers, directors and employees shall indemnify and hold harmless NACHA, its affiliates, officers, directors, members, agents, and employees, from any and all claims, demands, suits, costs, expenses (including reasonable attorneys' fees) of whatever nature and description arising out of or related in any way to the Materials caused by the negligent acts or omissions or willful misconduct of, or breach of this Agreement by, Company, its employees, agents, or subcon-tractors in the performance of the obligations under this Agreement. Company will promptly notify NACHA upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement.

C. Neither party shall be liable for any indirect, special, incidental or consequential loss or damage of any kind, including lost profits (whether or not the parties have been advised of such loss or damage) arising in any way in connection with the Materials. NACHA shall not be responsible for the obligations of third parties to Company, its agents or subcontractors. NACHA also shall not be responsible for the obligations of Company, its agents or subcontractors, to third parties.

6. Force Majeure.

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control, including acts of God, war, government regulation, disaster, fire, threats or terrorist acts, strikes, civil disorder, curtailment of transportation facilities, or other similar cause beyond the control of the parties making it inadvisable, illegal or commercially impracticable perform the terms of this Agreement. This Agreement may be terminated without penalty or partial performance excused for any one or more of such reasons by written notice from the affected party to the other. In addition, this Agreement may be terminated upon the breach of any material term of this Agreement, provided written notice of such termination is given.

7. Term of Agreement.

This Agreement shall commence on the effective date above and will continue in force until December 31, 2008, unless terminated earlier as provided in this Agreement. Unless terminated or notice of nonrenewal is provided within thirty days of the end of the respective term, this Agreement shall automatically continue in force for additional periods of one (1) year from the date of expiration. Either party may terminate this Agreement for breach upon sixty days prior written notice. A breach of this Agreement by Company shall include, but not be limited to: (1) misuse of the NACHA Materials, name, marks, or other proprietary property or (2) bankruptcy of Company or an assignment for the benefit of creditors. Upon termination or expiration of this Agreement, all rights and privileges of Company to use the Materials in any way shall terminate and Company shall discontinue all use of the Materials.

8. Amendment.

This Agreement constitutes the entire agreement between the parties, and supersedes all prior writings or oral agreements. This Agreement may be amended only by a writing clearly setting forth the amendments and signed by the party against whom enforcement is sought.

9. Miscellaneous.

Either party's waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement. This Agreement shall be binding on the parties, but shall not be transferred to any successors and assigns without the prior written consent of the other party. The captions of each paragraph of this Agreement are inserted solely for the reader's convenience, and are not to be construed as part of the Agreement. Notices required by this Agreement shall be in writing and shall be delivered either by personal delivery, by mail, or by overnight courier. If delivered by mail, notices shall be sent by Express Mail, or by certified or registered mail, return receipt requested, with all postage and charges prepaid. Company will maintain insurance in sufficient amounts to cover its obligations under this agreement, and will provide NACHA evidence of such insurance upon request.

10. Governing Law.

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia and any claim or cause of action arising under this Agreement shall be adjudicated exclusively in the courts of the Commonwealth of Virginia.

IN AGREEMENT, the Company's respective duly authorized officers have submitted this Agreement, effective as of the day and year received by NACHA.