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Education

Whether a clause fits one of these definitions depends
not on the title of the clause, but on what the clause
actually says, so read them all carefully. Here are some
thumbnail definitions of such clauses:

• A confidentiality clause imposes a duty to
not disclose a defined set of information. For
example, an ISO will likely add a confidentiality
clause to an agent agreement designating
information concerning merchants to be the
ISO's confidential information.
• A non-solicitation clause prevents a party from
soliciting a specific type of entity for a specific
purpose. For example, a typical agent agreement
would have a non-solicitation clause preventing
the agent from soliciting other agents of the ISO.

• A non-competition clause prevents a party
from competing with another party in a
defined business activity for a limited time Association Show:
and in a limited geography. For example, the
seller for a very large ISO might agree to a non- Smart Card Alliance
competition clause requiring the seller to not be Payments Summit 2017
involved in merchant services for a year or so
following closing. This kind of clause is much Highlights: The Payments Summit is the premier
more restrictive than a non-solicitation clause industry event covering all things payments,
that simply prevents the party from soliciting including FinTech, EMV chip technology, mobile
merchants – but might not require the person to wallets, NFC, contactless, open transit systems
be out of the business activity altogether. and more. Attend the 10th annual Summit and
get the latest on all of these exciting technologies
So what's the point? and the many business opportunities they can
unlock.
The point here is that ISOs should make sure they have
in place appropriate confidentiality clauses in their 2017 will mark the second time that the Smart
agreements. However, given the ease and speed with Card Alliance and the International Card Man-
which information travels, they should: ufacturing Association (ICMA) are co-locating
• Be more careful about what information they events, giving attendees a broader perspective
disclose from the core manufacturing and personalization
• Think twice about what they put in writing or of a card, to the rapid evolution in secure pay-
ments.
chat about or talk about
When: March 27 - 30, 2017
I am not counselling you on how to hide dishonest acts. Where: Renaissance Orlando at Sea World Or-
Instead, I am simply recommending you remain honest lando, FL
and upright in public and private correspondence. Registration: www.scapayments.com/?=20
With everything on the record, it's best that the record
show you in the best possible light.
Next Up and Coming Association Show:
In publishing The Green Sheet, neither the author nor the publisher
is engaged in rendering legal, accounting or other professional Electronic Transactions Association (ETA)
services. If legal advice or other expert assistance is required, the TRANSACT17
services of a competent professional should be sought. For further When: May 10 - 12, 2017
information on this article, please contact Adam Atlas, Attorney Where: Mandalay bay Las Vegas, Nv
at Law by email at atlas@adamatlas.com or by phone at 514-842- Registration: www.electran.org/conferences-events/
0886. transact-17/

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