Common use of Test phase Clause in Contracts

Test phase. The Test Phase will consist of a 180 calendar day period from a date that will be mutually agreed upon by the parties during which CFS will send out Program marketing materials by direct mail and/or the internet, to non-SLC customers regarding the Programs for federal consolidation and non-certified private loans. A detailed description of the non-certified private loan is described on Exhibit A hereto. CFS shall review Program arrangements with SLC in detail prior to the beginning of the Test Phase. Following CFS’ obtaining approval from SLC to move forward with a particular offer relating to the federal consolidation and/or non-certified Programs, the Citibank brand will be included in the text of each Program mail piece or internet offering. SLC and Bank shall review and approve all Program marketing and promotional pieces before use by CFS within 3 business days of submission by CFS. CFS shall perform all marketing, origination and processing relating to the Programs in conformity with the other terms of this Agreement and the terms of all Program contracts. In addition to the foregoing, CFS and Bank agree that, prior to the mailing of any promotional pieces, CFS and Bank will “scrub” all customer lists used by CFS in connection with offers relating to the Program against an opt-out list provided by Bank and/or SLC in order to comply with federal Gramm L▇▇▇▇ B▇▇▇▇▇ laws and regulations. CFS hereby indemnifies SLC and Bank from any and all loss, cost, damage or expenses (including penalties, interest, reasonable expenses of investigation and attorneys’ fees) incurred or arising out of (i) any failure by CFS to comply with any of its obligations with respect to the Citibank branded Program and any Program contract entered into by CFS, with any third parties, (ii) any failure by CFS to comply with any applicable federal, state or local laws relating to the Citibank branded Program that is part of the Test Phase; (iii) the use by CFS of the Citibank brand on marketing materials relating to the Program that is not approved by Bank or SLC; or (iv) any negligence or willful misconduct of CFS with respect to the marketing, origination and processing of loans under the Citibank branded Program.

Test phase. The Test Phase will consist of a 180 calendar day period from a date that will be mutually agreed upon by the parties during which CFS will send out Program marketing materials by direct mail and/or the internet, to non-SLC customers regarding the Programs for federal consolidation and non-certified private loans. A detailed description of the non-certified private loan is described on Exhibit A hereto. CFS shall review Program arrangements with SLC in detail prior to the beginning of the Test Phase. Following CFS’ ' obtaining approval from SLC to move forward with a particular offer relating to the federal consolidation and/or non-certified Programs, the Citibank brand will be included in the text of each Program mail piece or internet offering. SLC and Bank shall review and approve all Program marketing and promotional pieces before use by CFS within 3 business days of submission by CFS. CFS shall perform all marketing, origination and processing relating to the Programs in conformity with the other terms of this Agreement and the terms of all Program contracts. In addition to the foregoing, CFS and Bank agree that, prior to the mailing of any promotional pieces, CFS and Bank will “"scrub” " all customer lists used by CFS in connection with offers relating to the Program against an opt-out list provided by Bank and/or SLC in order to comply with federal Gramm L▇▇▇▇▇ B▇▇▇▇▇▇ laws and regulations. CFS hereby indemnifies SLC and Bank from any and all loss, cost, damage or expenses (including penalties, interest, reasonable expenses of investigation and attorneys’ ' fees) incurred or arising out of (i) any failure by CFS to comply with any of its obligations with respect to the Citibank branded Program and any Program contract entered into by CFS, with any third parties, (ii) any failure by CFS to comply with any applicable federal, state or local laws relating to the Citibank branded Program that is part of the Test Phase; (iii) the use by CFS of the Citibank brand on marketing materials relating to the Program that is not approved by Bank or SLC; or (iv) any negligence or willful misconduct of CFS with respect to the marketing, origination and processing of loans under the Citibank branded Program.