270 Legal [Sample Agreements]

This Framework Agreement, together with its Schedules (which form an inseparable part hereof) (collectively, this “Agreement”) is made on ___ 2007

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Whereas:

(A) Visa Europe was a Regional Group Member of Visa International under a Regional Group Membership Agreement entered into on 1 July 2004;

(B) Visa International was a membership corporation established in Delaware, USA, which provided authorization, clearing and settlement services and other services ancillary thereto, in relation to Visa payment transactions to its Members;

(C) Under the Regional Group Membership Agreement, Visa Europe and Visa International provided authorization, clearing, settlement and payment processing services to each other, and services ancillary thereto, in respect of Visa payment transactions;

(D) Pursuant to a Global Restructuring Agreement entered into on June 15, 2007 (the “Global Restructuring Agreement”), Visa Europe has ultimately exchanged its membership interest in Visa International for shares in Visa Inc. and has ceased to be a member of Visa International;

(E) To ensure the continued operation of the global Visa payment network, and in particular, to ensure the continued interoperability of the Visa System, the Parties require the services and obligations in this Agreement to be performed and the specified payments to be made, all in accordance with the relevant terms of this Agreement;

(F) Visa Europe, Visa Inc., Visa USA, Inovant and Visa International are entering into this Agreement for the provision of services to each other and payment in accordance with its terms, including to grant certain licenses as set forth in Schedule 2 and Schedule 3 to Visa Europe in consideration for, inter alia, the Fee.

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Disney Alliance

Description

Visa Inc negotiates, develops, and manages partnership for the above named program. Visa Inc also performs industry research and program communication. Terms of the program are consistent with the existing Visa International and Visa Europe Disney plans and commitments.

Program Features

Brand

• Payment category exclusivity

• Visa signage at all POS locations (parks, hotels, stores, online)

• Exclusive partnership designation and use of jointly developed composite logo

Product

• Global consumer co-brand programs to be Visa branded

• Corporate cards to be Visa branded

• First rights for other commercial products and payment cards

• Verified by Visa implementation

Promotional

• Exclusive promotional partner in category for all Disney owned and operated businesses (theme parks & resorts, films, home entertainment, consumer products, theatrical productions)

• Exclusive promotional rights with Disney characters

Reporting

• Visa charge volume at theme parks, resorts, stores, theatrical productions

Hospitality

• Annual allocation of tickets to Walt Disney World, Disneyland Resort, Disneyland Resort Paris, Hong Kong Disneyland

• Annual allocation of Walt Disney World Resort Vacation packages

• Annual allocation of Disney Cruise Line vacation packages

• Corporate membership to Club 33

• Employee discounts on theme park tickets

• VIP services for Visa executives, board members, and executives at Visa member banks
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Click here for the complete Framework Agreement