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Payment Processing Agreements: Key Provisions for Retailers, Banks, and Payment Processors

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, March 10, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will provide counsel with the tools to understand and negotiate payment processing agreements (PPAs). The panel will break down the many layers in accepting and processing payments from major card networks down through banks, third-party payment processors, sales channels, and merchants, as well as provide an understanding of the roles and legal responsibilities of each party on issues relating to regulatory compliance, card network compliance, data security, confidentiality, exclusivity, indemnification, fee structures, discount rates, interchange, and reserves.


Engaging a vendor to provide payment processing services for a retail operation can be a daunting task, especially without an adequate understanding of the complex roles and relationships of those involved in the payments chain.

The merchant is typically presented with a form PPA from its processors. Still, counsel should review and negotiate key provisions relating to compliance with industry standards, data security, confidentiality, use of third parties, reserves, and more. Additional standards and guidelines are often incorporated by reference and should be part of the review.

Among other things, data security is a fundamental issue in PPAs, and a merchant's obligations under PCI Data Security Standards or otherwise may vary depending on the size of its business and the payment types accepted. Contractual liabilities that flow from a data breach often exceed all other financial liabilities, including the cost to defend litigation or regulatory investigation.

Listen as our authoritative panel discusses standard terms in PPAs, provisions that may be non-negotiable due to regulatory or network requirements, and the negotiating points that may mitigate the vendor's potential liability.



  1. Payment processing agreements: understanding the parties and their roles
  2. Standard provisions: what you should expect to see in a PPA
  3. Issues for review
    1. Regulatory compliance
    2. Card network compliance
    3. Data security responsibilities
    4. Assignment rights; subcontractors
    5. Confidentiality
    6. Exclusivity
    7. Fee structures (discount rates, interchange, reserves)
    8. Indemnity obligations
    9. Additional terms and conditions incorporated by reference
  4. Data protection: reviewing internal controls to ensure compliance with the PPA


The panelist will review these and other key issues:

  • What are the roles and responsibilities of the banks, card networks, payment processors, and merchants under a PPA?
  • Which provisions in standard form PPAs are problematic for vendors and which are negotiable?
  • What are the parties' obligations concerning data security under the PPA, and how might the merchant limit its exposure?
  • What does the merchant need to understand fee structures and financial liability under a PPA?


Campbell, Leah
Leah M. Campbell

Senior Attorney
Bradley Arant Boult Cummings

Ms. Campbell has significant experience representing financial services and insurance company clients in both federal...  |  Read More

Monroe, Theodore
Theodore F. Monroe


Mr. Monroe’s practice focuses on litigation and counseling in the payments, credit card processing, e-commerce,...  |  Read More

Odom, Linda
Linda C. Odom

K&L Gates

Ms. Odom concentrates her practice on representing banks, retailers, processors, service providers, cryptocurrency,...  |  Read More

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