Yes, there were exhibits in the case Card Connect, LLC v. Shift4 Payments, LLC. The case revolved around a Reseller Agreement and several amendments to that agreement between the parties. These agreements, and related documents, were submitted as exhibits. It is case number 2:19-cv-02626-MAK in the United States District Court, Eastern District of Pennsylvania.
Here’s some direct, unaltered text from some of the key exhibits, as found in the court record. I will specify the exhibit number as it appears in the court filings, with some content for identification from each . Important caveat: These are excerpts, not the complete documents, and are best understood in the full context of the case.
Exhibit 1 (Reseller Agreement, Docket #1-1)
WHEREAS, Merchant Services Provider desires to provide certain payment transaction processing services to merchants; and
WHEREAS, Reseller desires to solicit merchants for participation in Merchant Services Provider’s payment transaction processing programs;
NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the parties agree as follows:
1. Definitions.
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1.8 “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as “confidential” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, including, but not limited to, the terms and conditions of this Agreement.
1.18 “Merchant Services Provider Program(s)” refers to CardConnect’s systems and services, including, but not limited to, CardConnect’s proprietary payment gateway, interchange optimization, merchant acquiring and security and compliance solutions.
2. Appointment; Term and Renewal
2.1 Appointment as Reseller; Territory
Merchant Services Provider hereby appoints Reseller, during the term of this Agreement, as a non-exclusive reseller of Merchant Services Provider Program(s) throughout the United States and its territories (the “Territory”).2.2 Referral of Customers
Subject to the terms and conditions of this Agreement during the term of this Agreement, Reseller shall solicit prospective merchants for referral to Merchant Service Provider for the provision >of the Merchant Services Provider Program(s) (“Merchants”).
3. Reseller Responsibilities
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(c) comply with all requirements imposed by the Card Organization Rules and all applicable federal, state, and local laws, rules and regulations, relating to the execution and performance of its obligations under this Agreement;…
(h) not disparage Merchant Services Provider or the Merchant >Services Provider Program(s), or take any action that may damage the >name or reputation of Merchant Services Provider; …4. Merchant Services Provider Responsibilities
4.1 Services Provided; Ownership of Merchants
(a) Following Merchant Services Provider’s acceptance of a Merchant, Merchant Services Provider will enter into an agreement with such Merchant (a “Merchant Agreement”) and, subject to the terms of such Merchant Agreement and this Agreement, will provide to such Merchant all services normally provided by Merchant Services Provider under the form of Merchant Agreement.
4.2 Merchant Application Form; Merchant Agreements
Merchant Services Provider will create a Merchant Services Provider branded application form
9. Confidentiality
9.1 Confidentiality. Except as otherwise provided in this Agreement or with the express prior written consent of the other party, and except as may be required by any law,… neither party shall at any time during the term of this Agreement or at any time thereafter disclose any Confidential Information, in whole or in part, to any person or entity that is not a party to or permitted assignee of this Agreement, or use any Confidential Information, in whole or in part, for personal benefit or the benefit of any other person or entity.
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17. Miscellaneous
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(e) Governing Law; This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles.
Exhibit 2 (First Amendment to the Reseller Agreement, Docket #56-4)
Except as specifically amended by this First Amendment, the >Agreement shall remain in full force and effect.
The first sentence of Section 2.2 of the Agreement shall be deleted in its entirety and the following substituted in its place:
“Subject to the terms and conditions of this Agreement, including but not limited to Section 5, during the term of this Agreement, Reseller shall have the non-exclusive right to market and promote the Merchant Services Provider Program(s) to prospective Merchants for referral to Merchant Service Provider.”
- A new Section 18 shall be inserted in the Agreement titled “Shift4 Terminals”, which new Section shall read in its entirety as follows:
“Anything to the contrary in this Agreement notwithstanding, Reseller shall not promote, distribute, sell or place with Merchants any terminals acquired from, sponsored, sold, developed by or affiliated with Shift4 Corporation or any person or entity related to or affiliated with Shift4 Corporation, including but not limited to Shift4 Payments, LLC, without the specific advance written consent of Merchant Services Provider.
Exhibit 3 (Second Amendment, Docket #56-5 and Third Ammendment #56-6)
- The Recitals to the Agreement shall be amended to include >the following additional Recital at the end thereof:
“WHEREAS, the Parties desire to enter into this Second Amendment to amend the Referral Fee provisions of the Agreement.”
The following definitions set forth in Section 1 of the Agreement shall be deleted in their entirety and replaced with the following:
“1.25 “Referral Fees” refers to the fees payable by Merchant Services Provider to Reseller under this Agreement in accordance with the schedule set forth in Exhibit B.”
Except as specifically amended by this Third Amendment, the Agreement shall remain in full force and effect.
The first sentence of Section 2.2 of the Agreement, as previously amended, shall be deleted in its entirety and the following substituted in its place:
“Subject to the terms and conditions of this Agreement, including but not limited to Section 5, during the term of this Agreement, Reseller may market and promote to its current customers the Merchant Services Provider Program(s) to prospective merchants that are utilizing point-of-sale software that is owned, developed or sponsored by Shift4 Payments, LLC and/or its affiliates (“POS Merchants”), and, for any prospective Merchants that are not POS Merchants, Reseller shall have the non-exclusive right to market and promote the Merchant Services Provider Program(s) to prospective Merchants for referral to Merchant Service Provider.”
These excerpts highlight the establishment of the relationship, confidentiality clauses, the restrictions on using Shift4 terminals (added later), and the later modification allowing limited promotion to Shift4 POS merchants. These are critical to understanding the dispute, which, at its core, concerned whether Shift4 breached the amended agreement. Note that court’s findings of fact in its opinions clarify how it interpreted and applied these contractual terms.