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Insights and Expertise

StreetSmarts SM

Lawyer up and protect your residuals

By Allen Kopelman Dryden said, "I think at minimum, when you get a
Nationwide Payment Systems Inc. contract, you should read it, and if there's anything you
don't understand, you should probably ask questions, if
very merchant level salesperson (MLS) needs not to an attorney, at least to the person you're bargaining
a knowledgeable payments attorney. As you with. That would be the lowest bar I'd put out there."
stand to make tens of thousands of dollars a 2. Get it in writing
E month with ISOs and processors, this is money
well spent. Atlas agreed that MLSs should not ever rely on verbal
agreements, no matter what ISOs and processors say.
As friendly and well-meaning as ISOs and processors are, Some vow never to allow something to happen that would
when the person you're negotiating with is gone, you'll be very unpleasant for an agent or an ISO, he said. "And
need more than a handshake or email to protect your down the road, guess what? It happens, and these lawyers
residual streams. You'll need an airtight contract and that these processors or supervisors retain stand behind
professional reassurance that its terms and conditions are what is written in the contract, not what someone who
in your best interest. used to work there two years ago said, either in spoken
word or by email."
I recently explored this topic with Adam Atlas, head
attorney at Adam Atlas Attorneys at Law, and Christopher Contracts are the law for the people who write them, Atlas
Dryden, founding and managing partner at Global Legal added, and serve as private law between an MLS and a
Law Firm. counterparty. Most have only a handful of clauses that
need to be fixed, such as a four-deal minimum or residuals
The Green Sheet sponsored our discussion on July 17, 2024, that only survive for 30 days following termination. With
in a special episode of my B2B Vault podcast. Here are six the help of a lawyer, it's easy for parties to come together
key takeaways from The Street Smarts Legal Panel. and amend these agreements.
1. Read the contract 3. Think long-term

Remember being told to read the fine print on contracts? Considering the massive amount of consolidation in
Some MLSs don't even bother to read the large print our industry today, I asked the attorneys how MLSs can
on deals they sign with ISOs and processors. Atlas and future-proof their books of business. I've seen agents lose
Dryden urged MLSs to research companies and review residual streams when upstream partners were sold by
contracts before signing them and leverage available other firms.
resources to negotiate a fair deal. While it's possible to
sign up now and renegotiate terms later, MLSs can save They assured me that MLSs can request payment from
time and money and avoid heartache by making their upstream partners even after those partners are acquired.
best deal at the start.

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