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Education

Assume you have an agreement Contract review
with ABC ISO of XYZ processor. In
addition to being unable to move Because contracts reveal so much about the people and companies with whom
your accounts from ABC, ensure you're doing business or considering doing business, I always like to do a first-
that your non-solicitation clause pass review of any and all contracts I enter into. However, I am aware of my
does not prevent you from writing limitations and would not sign anything unless it had been reviewed by a
any of ABC's merchants, including reputable industry attorney.
those not in your portfolio.
If you want to make a career in this industry, you must protect your most
5. Exclusivity valuable asset, which is your residuals. If the agreement is one-sided or includes
a number of clauses designed to deny your residuals, this is a red flag. When
Aside from the obvious restriction you find a potential partner with whom you are comfortable, having your
of not being able to write business agreement reviewed by an attorney in our industry is not only a good idea but
for any other company, "exclusivity a necessity. This is a serious matter that should not be taken lightly.
could potentially violate the status
of independent contractor," Miller Previously, I emphasized the importance of achieving a balance between ideal
said. and practical contract terms. Make certain that your attorney negotiates terms
that are fair and acceptable to all parties.
6. The rights to sell
Regarding rights to sell, these basic Natasa Cvijanovic, co-founder and CEO of Tesla Payments, has a proven track record within the
options should be included: the payment industry of cultivating successful relationships with ISOs, MLSs and strategic partners.
right of first bid instead of the right In developing national sales channels, she provides training and coaching to sales partners to
of first refusal, and the provision enable them to become better business partners and advocates for their merchants, and to assist
that if the MLS and the processor them in building portfolios producing steady residual streams. She is also dedicated to consistent-
cannot agree on a price, the MLS ly delivering high levels of professionalism, integrity, dependability and trustworthiness. Contact
should be able to sell to a third her at natasa@teslapayments.com.
party.

7. Residual survivability
Residual survivability determines
how your residuals will be
distributed in the event of your
death. An MLS's right to residual
payments should be transferable to
their heirs and paid regardless of
whether his or her family continues
to write merchant accounts. This is
true for MLS who write merchant
accounts as sole proprietors or
individuals, while those who write
business as an LLC or Inc. are
already set up to ensure that their
residual income continues to be
paid to their LLC or other legally
formed entity.
Miller noted that when it comes
time to execute the agreement,
you should do so as a legally
formed entity that is a party to
the agreement rather than as an
individual to protect yourself from
potential liability that you may
be exposed to as an individual.
Also, make certain that your heirs
can assume your membership
or shareholder status within the
entity.

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