THIS AGREEMENT is made between ECOBANK NIGERIA LIMITED of Plot 21, Ahmadu Bello Way, Victoria Island, Lagos, Nigeria (hereinafter called “Ecobank” which expression shall where the context include its successors and assigns of the one part)

AND

the Agent (hereinafter called “the Agent” which expression shall include its successors and assigns) of the other part

WHERE AS

a) Ecobank is a financial institution licensed by the Central Bank of Nigeria to carry on the business of banking in Nigeria
b) Ecobank has obtained a license from the Central Bank of Nigeria to provide Agent Banking Services in Nigeria.
c) Ecobank wishes to conduct Agency banking business through its Agency banking platform and by appointed Agents at designated locations in Nigeria.
d) The Agent has represented to Ecobank that it is eligible and has the requisite skills and expertise to provide Agent banking services, in the manner and in accordance with the terms set out herein.

NOW THEREFORE, in consideration of the foregoing and of the mutual promises here in after set forth, it is agreed as follows:

1. APPOINTMENT
Ecobank hereby engages the Agent to provide banking services on the Ecobank Agent banking platform (“the Service”) at various locations designated by Ecobank and the Agent agrees to provide the Service upon the terms and conditions set out below.

2. THE SERVICES
The Services to be offered by the Agent is as follows:
a) Register Ecobank customers especially Xpress accounts
b) Process maximum daily cash deposits of N1 million for registered Ecobank customers.
c) Redeem Token
d) Bills Payments (DSTV and GOTV)
e) Process cash withdrawals for non-registered Ecobank Mobile customers with a daily limit of N1 million.
f) Airtime Top up
g) Any other related services as prescribed by Ecobank from time to time as lawfully permissible.

The Agent shall render the approved transaction services to Customers using only the following approved transaction channels:
• The downloaded mobile application connected to the Agent Banking platform, accessible through the Agent’s device.
• The Ecobank USSD string connected to the Agent Banking platform, accessible via the Agent’s device.

3. OBLIGATIONS OF THE AGENT
The Agent undertakes, throughout the term of this Agreement to:
a) Ensure that its employees actively undergo such trainings as Ecobank may require from time to time in relation to the Service
b) Educate customers on the available Service and provide information on terms and conditions to the customer from time to time
c) Agents to maintain a daily cash holding limit of N1m.
d) Ensure providing quality service to customers is prioritized.
e) Agent shall ensure that the Service Point (s) remain (s) open and available for rendering the Agency Banking Services during its normal operating hours.
f) Agent shall be responsible for ensuring all authorized Service Point (s) is equipped with the necessary service delivery device (s) (mobile phone with Android operating system 5.0 and above).
g) Ensure that such promotional or advertising materials maybe provided from time to time by Ecobank, are displayed at all times in the Agent’s outlets in accordance with the reasonable directions and requirements of Ecobank. The parties agree that Ecobank may conduct visits to the Agent’s outlets to inspect the display of promotional and advertising materials and the Agent shall ensure that Ecobank is given reasonable access and co-operation for this purpose.
h) Actively participate in and promote all special offers and packages relating to Ecobank’s products and services from time to time.
i) Direct any customer’s or potential customer’s enquiries to Ecobank’s Call Centre for assistance on issues beyond the Agent’s control.
j) Ensure safe-keeping of all relevant record, data and documents/files for at least five (5) years. Or alternately, submits such records to Ecobank at regular pre-specified intervals which will then ensure safe-keeping of these records for at least 5years.
k) Ensure the technology implemented complies with industry standard technology in terms of hardware and software.
l) Ensure payment instructions are instantly executed and in the event of failure of communication during a transaction, immediate reversal shall be mandatory.
m) Grant full and timely access to Ecobank’s inspecting officers to internal systems, documents, reports, records and staff of the Agent.
n) Have a contingency plan to mitigate any significant disruption, discontinuity or gap in Agent’s function, particularly for high-risk areas.
o) Not to act or appear to act in a capacity equivalent to that of a member of management or an employee of Ecobank.
p) Comply with Ecobank’s anti-fraud policies; and agrees not to at any time use the Ecobank Agency platform for the purpose of fraud or assist any other persons in committing fraud.
q) The Agent agrees that all information/data that the Agent collects in relation to the Service, whether from the customers or Ecobank or from other sources, is the property of Ecobank, and Ecobank will be provided with copies of related working papers/files it deems necessary, and any information pertaining to Ecobank and its customers must be kept confidential.
r) The Agent understands that Ecobank is fully committed to prevention of the use of its products and services including the Agency banking platforms for purposes of fraud, abuse or other unlawful purposes.
s) The Agent agrees that at all times when it will offer the Service, it shall maintain and employ efficient regulations, procedures and directives for detecting and preventing consumer fraud or illicit transactions.
t) The Agent is responsible for the security and protection of its environment. The Agent must meet all Ecobank’s minimum security requirements at all times and Ecobank is entitled to perform spot checks on the Agent to confirm compliance with the security requirements.
u) Any report, schedules, forecasts, statistics and any other information provided by the Agent to Ecobank shall be verified and signed by an authorized representative of the Agent as true and correct in all respects.
v) The Agent undertakes not to operate or carry out any transaction when there is communication failure with Ecobank.
w) The Agent undertakes not to transact in foreign currency.
x) The Agent undertakes not to incur any liability on behalf of Ecobank or to pledge or purport to pledge Ecobank’s credit or accept any order on behalf of Ecobank or bind Ecobank in any way or give or make or purport to give or make any warranty or representation on behalf of Ecobank, save to the extent expressly provided for in terms of this Agreement, or otherwise on the prior written authority of Ecobank.
y) The Channel Manager for agency banking remains responsible for maintaining an effective system of internal control and for providing active oversight of the Agent’s activities or functions.
z) The Agent undertakes to comply with all Ecobank’s business practices and Anti-Money Laundering (AML) and Know Your Customer Better (KYCB) policies and shall report to Ecobank within 24 hours, all suspicious activities that come to the agent’s knowledge.
aa) The Agent shall indemnify Ecobank against any loss or damage suffered by it as a result of the failure by Agent to comply with all or any law (s) or the requirements of any legislative body or government, provincial, regional or local authority.
bb) Agents should open accounts with a trading float of N10, 000 and there will be no minimum operating balance for agent float as this is expected to fluctuate as the agent carries out transactions from time to time.

4. RELOCATION, TRANSFER AND CLOSURE OF AGENT PREMISES
a) Under this Agreement, the Agent shall operate from ----------------- and shall not deviate from same unless with the express authorization of Ecobank.
b) Agent’s notice of intention to relocate, transfer or close his/her Service point shall be served to Ecobank no later than 30 days of such relocation, transfer or closure of the Service Point.
c) Where an Agent opens up a new outlet in a different location, such Agent shall apply to where he/she desires to use such location as an additional Service Point to be registered as an Agent in that location.
d) Where an Agent uses a different location as a Service Point without obtaining prior necessary approval from Ecobank. The Agent shall be suspended from processing further transactions until full compliance is established.

5. PROHIBITED ACTIVITIES
The Agent shall not:
a) Carry out a transaction where an e -receipt or acknowledgement cannot be generated
b) Charge Ecobank’s customers any fee outside the tariff guide
c) Give any guarantee on behalf of Ecobank
d) Offer banking services on its own accord
e) Continue with the agency business when it has a proven criminal record involving fraud, dishonesty, integrity or any other financial impropriety
f) Provide, render or hold itself out to be providing or rendering any banking service which is not specifically permitted in this Agreement
g) Open accounts, grant loans or carryout any appraisal function for purposes of opening an account or granting of a loan or any other facility except as maybe permitted by any other written law to which the agent is subject
h) Undertake cheque deposit and encashment of cheques
i) Transact in foreign currency
j) Provide cash advances
k) Sub-contract another entity to carryout Agent banking on its behalf

6. OBLIGATIONS OF ECOBANK
a) Ecobank shall train the Agent on expectations on the Service to be provided and the manner and extent of the training shall be determined by Ecobank.
b) Ensure transaction information is transmitted in a secure manner.
c) Ecobank reserves the right to change the policies and procedures detailed in this Agreement upon giving 7 (seven) days written notice to the Agent.

7. REPORTS
The Agent shall provide Ecobank the following information
- Nature, value and volume of transactions
- Incidents of fraud, theft or robbery
- Nature and number of customer complaints and remedial measures taken;
- At the end of every month

8. INVALID TRANSACTIONS
A transaction shall be invalid if:
a) The transaction is for any reason, illegal
b) The Agent fails to adhere to the terms of this Agreement relative to the transaction
Ecobank may in its sole discretion elect to treat any of the above mentioned transactions as valid and Ecobank also reserves the right to reject any sales transaction as invalid.

9. COMMENCEMENT AND DURATION
This Agreement shall commence on the date of execution and shall be valid for a period of 2 (two) years in accordance with the terms herein and shall thereafter be renewed biennially in line with the terms to be mutually agreed by the Parties. Provided the first three (3) months shall be a probation period for the Agent.

10. SUSPENSION
Ecobank shall have the right to suspend the Agent for violation including but not limited to:
a) Operating a new/additional service point(s) in different location(s) without obtaining prior approval from Ecobank.
b) Receiving and cashing cheques on behalf of Ecobank
c) Carrying out foreign currency denominated transactions at Service Point.
d) Splitting transactions that could have been effected within a single transaction limit, in order to generate more commissions.
e) Usage of Transaction Channels not authorized for by Ecobank.
f) Upon suspension, the Agent shall refrain from carrying out Agent Banking Services on behalf of Ecobank, advised otherwise by Ecobank.
g) Ecobank shall not be liable to the Agent for any loss of profits, special, incidental, consequential, exemplary damages or any other loss or cost incurred by the Agent as a result of the suspension
h) Bank reserves the right to advise the public accordingly of the suspension of the Agent’s appointment until when such suspension is lifted.
i) Duration of the suspension shall be at the discretion of Ecobank and subject to the outcome of appropriate investigation being carried out with respect to the identified violation(s).

11. TERMINATION
a) This Agreement may be terminated by either party with 30 days written notice to the other party. Upon termination, the Agent shall return all documents and materials pertaining to Ecobank and its customers and the Agent shall immediately cease any further use of Ecobank’s design logo, service mark and/or trademark, or any material or document bearing same.
b) The Agent acknowledges that Ecobank has the sole prerogative to immediately terminate this Agreement with prior written notice, which termination shall take effect on the day indicated in such notice, at any time the Agent breaches any of its obligations under this section, without prejudice to the right of Ecobank to pursue other remedies, in law or equity, against the Agent for criminal or civil liability.
c) Notwithstanding anything to the contrary contained herein, Ecobank shall be entitled to terminate this Agreement with immediate effect at any time, if the Agent undergoes a change of control without due notice to Ecobank.

12. SECURITY AND CONFIDENTIALITY
a) The Agent acknowledges that the Service requires essential security and confidentiality. The Agent and its staff/business partners shall exhibit the utmost care in protecting the confidentiality of the security codes, accounts numbers, customer data, and apply all the security measures and procedures put in place by Ecobank.
b) The Agent shall consider as confidential and shall not, at any time, (whether during the period of this Agreement or after termination for whatever reason what so ever) on its own behalf or on behalf of a third party , disclose to any individual or legal entity(except in the case of disclosure to its own staff/business partners as required by the operation of the Service or by the obligations attributed to it under this contract),any business secrets, the business conditions stipulated in this Agreement, the relationship between the Agent and Ecobank, or any professional methods or information (especially those relating to the number of transfers or payments made by or through it) which the parties know or should reasonably know to be confidential.

13. REPRESENTATION AND WARRANTIES
a) The Agent warrants that it’s duly incorporated and has the full capacity and individual /corporate authorization to enter into this Agreement and discharge the obligations and responsibilities created herein.
b) The Agent warrants that it has engaged in legitimate commercial activity for at least twelve (12) months immediately preceding the date of execution of this agreement.
c) The Agent warrants that it has the required licenses and regulatory approvals and consents to provide the Service here in and that no element of the Service to be provided constitutes a breach of any existing contract it is party to.
d) The Agent will keep Ecobank indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party which was made pursuant to a breach of the Agent’s contractual or other relevant legal duties.

14. INDEMNITY
The Agent agrees to defend, indemnify and hold Ecobank harmless from any claim by a third party for any damages, including lost profits, direct, incidental, consequential, special, indirect or punitive damages arising out of or relating to the Agent’s obligations under this Agreement-The foregoing indemnity obligations shall survive expiration or termination of this Agreement and shall remain binding on the Agent his/her successors and assign in perpetuity. Ecobank shall not be liable for any damage, loss, liability or expense suffered or incurred by the Agent as a result of or in connection with the provision of the Agent Banking Services, unless the relevant damage, loss, liability or expense was caused by breach of contract, wilful misconduct or gross negligence by Ecobank or its employee or authorized personnel.

15. RIGHT TO AUDIT
Ecobank reserves the right to audit and monitor the security measures and compliance periodically with the Agent’s co-operation. The Agent shall upon receiving at least 7(seven) days previous notice in writing, permit Ecobank’s duly authorized officers or any authorized third party conducting audit for Ecobank access to all records and documentation relating to the service to satisfy Ecobank’s audit requirements.
Central Bank of Nigeria however reserves the right to carry out spot or schedules inspection of the books of the Agent or request for information from the Agent.

16. ENVIRONMENTAL AND SUSTAINABILITY
a) The Agent shall comply with all environmental laws enforce in Nigeria and undertake to conduct its business and activities under this Agreement in accordance with the Nigerian Sustainable Banking Principles issued from time to time by the Central Bank of Nigeria and any Environmental and Social Action plan as may be agreed between the Agent and Ecobank.
b) The Agent shall comply in all material respects with the Environmental and Social Requirements applicable in Nigeria or, for those items addressed in the Environmental and Social Action Plan, become compliant within the time frame agreed upon from time to time and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same.
c) The Agent shall develop and/or maintain and further improve an Environmental and Social Management System, and shall at all times conduct its business in accordance with the Environmental and Social Management System. This shall be made available to Ecobank on request.
d) The Agent shall inform Ecobank in writing as soon as reasonably practicable upon becoming aware of any Environmental and Social Claim being commenced against it and/or any facts or circumstances which will or are reasonably likely to result in any Environmental or Social Claim being commenced or threatened against it.
e) Ecobank shall procure and comply with the conditions of any Environmental and/or Social Permit, license, consent, approval or any other authorization required for the Agent to conduct its business.
f) The Agent shall comply with all Labor Standards applicable to the Agent and its business with respect to child and forced labor, discrimination and freedom of association, collective bargaining, employment and acceptable workplace conditions as well as disengagement of employees.

The Agent shall not perform or finance any person performing any of the following prohibited activities:
(i) Projects that involve conversion or degradation of Critical Forest Areas or forest-related Critical Natural Habitats
(ii) Projects involving the construction of dams that significantly and irreversibly:
a) Disrupt natural ecosystems upstream or downstream of the dam; or
b) Alter natural hydrology; or
c) inundate large land areas; or
d) impact biodiversity; or
e) displace large numbers of inhabitants (5,000 persons or more); or
f) Impact local inhabitants’ ability to earn a livelihood.
(iii) Production or trade in any product or activity deemed illegal in Nigeria.
(iv) Projects that require resettlement of 5,000 or more persons.
(v) Production of or trade in radioactive materials, including nuclear reactors and components thereof.
(vi) Production of trade or use of un-bonded asbestos fibers.
(vii) Marine and coastal fishing practices, such as large-scale pelagic driftnet fishing and fine mesh net fishing, harmful to vulnerable and protected species in large numbers and damaging to biodiversity and habitats.
(viii) Projects involving the use of forced labor or harmful child labor.
(ix) Gambling;
(x) Media of an adult or overtly political nature(i.e. propaganda);
(xi) Military production or sales;
(xii) Production of or trade in pharmaceuticals or medical equipment that has not been approved for use in Nigeria.
(xiii) Corrupt practices as defined under any applicable law in force in Nigeria
(xiv) Companies found by a court or administrative body of competent jurisdiction to be engaging in unlawful monopolistic practices under Applicable Law.
(xv) Tobacco and tobacco related products.
(xvi) Alcoholic beverages, if contrary to local ,religious or cultural laws

17. ANTI-BRIBERY/CONFLICT OF INTEREST
a) The Agent hereby warrants that it has not and shall not offer to any representative, official, employee, or other agent of Ecobank any direct or indirect benefit arising from or related to the performance of this Agreement, or of any other contract with Ecobank or the award thereof or for any other purpose intended to gain an advantage for the Agent.
b) The Agent agrees that, at all times in connection with and throughout the course of this Agreement and thereafter, it will comply with the undertaking above and that it will take reasonable measures to ensure that its subcontractors, agents or other third parties, subject to its control or determining influence, in relation to the scope of this Agreement will comply with this provision of conflict of interest and bribery.
c) In addition to any other remedy and/or right available to Ecobank, any breach of the foregoing by the Agent shall give Ecobank the right either to suspend or terminate the Agreement forthwith.

18. RELATIONSHIP BETWEEN THE PARTIES
The relationship between Ecobank and the Agent shall be that of independent contractors. Nothing contained in this Agreement shall be construed:
(i) To constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking;
(ii) To constitute either party the legal representative of the other; or
(iii) To give either party the right or authority to assume, create or incur any liability or delegation of any kind, expressed or implied, against, or in the name of or on behalf of the other party.

19. SERVICE FEE
a) Ecobank shall pay to the Agent the amounts detailed in Attachment A to this Agreement ("Service_Fee"). All amounts (Fees) payable under this Agreement shall be accrued on a Daily basis into the Agent Ecomoa account with Ecobank.
b) The Agent’s account shall be credited with the agreed Service Fee only on correctly completed sales transaction (s) and provided that there has been due compliance with all terms of this Agreement
c) This Agreement establishes the Agent’s and EcoBank’s obligations under a commission Agent structure and does not create an employer-employee relationship.
d) The Agreement confirms the Agent’s understanding that his/her employee; shall not receive any form of salary, allowances emolument or fringe benefits such as medical, life insurance, disability protection, workman's compensation insurance, etc., from Ecobank.

20. DISPUTE PROCEDURE
a) If any dispute, claim, controversy or difference of any kind whatsoever shall arise between the parties in connection with or arising out of this Agreement, or breach thereof (the “Dispute”), the parties shall attempt to settle such dispute in the first instance within thirty (30) days from the date upon which one party has given written notice of the Dispute to the other party, by discussions between or among the parties (“Discussion Period”).
b) If the Dispute cannot be settled within the discussion period, then the matter may be referred to arbitration in accordance with clauses below, unless the parties otherwise agree in writing.

Arbitration Procedure
(i) Any Dispute between the parties hereto arising out of or in connection with the terms of this Agreement shall be referred to arbitration to be conducted pursuant to the Nigerian Arbitration and Conciliation Act.
(ii) The arbitration shall be conducted by three arbitrators. Each party shall appoint one arbitrator and the third arbitrator (who serves as the President of the tribunal) shall be appointed by agreement between the arbitrators so appointed, or in default of agreement by them, the President of the Court of Appeal on application by any of the two appointed arbitrators.
(iii) The expense of the arbitration shall be borne by the parties in such manner as the arbitrators may determine, provided, however, that each party shall pay for and be at the cost of its own experts, evidence and legal counsel.
(iv) Any award of the arbitrators shall be final and binding on the parties.

21. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with Nigerian Law.

IN WITNESS WHEREOF, the parties hereof have executed this Agreement in the manner hereafter appearing on the date first above written.

Signed on behalf of ECOBANK NIGERIA LIMITED by its authorized representatives