SERVICE AGREEMENT
THIS AGREEMENT made this 30th day of June, 1997 by and between CONTROL GROUP
LTD, a Delaware corporation having its principle office located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Company"), and The Provident Bank, an Ohio corporation having its principle
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Client"), provides as follows:
WITNESSETH
WHEREAS, Company is a service organization engaged in the profession of
providing certain marketing services (hereinafter collectively referred to as
"Services") to financial institutions, and
WHEREAS, Client has requested Company to supply such Services.
NOW THEREFORE, the parties, for the consideration set forth within and intending
to be legally bound, do hereby agree, upon the following:
ARTICLE 1 - THE SERVICES
1.1 Company will perform for Client the services set forth in each Project
Memorandum that the parties, by mutual agreement, may add to this Agreement
from time to time (hereinafter referred to as "Services"). At a minimum,
each Project Memorandum will include the service description, production
schedule and pricing that pertain to the Services covered by the Project
Memorandum.
1.2 Subject to Company's confidentiality obligations under this agreement,
Company may perform similar Services for others.
ARTICLE 2 - COMPENSATION
2.1 Compensation to Company. Client agrees to compensate Company as provided in
the pricing terms set forth in each Project Memorandum attached as Appendix
(I) and as Appendix (II) and made a part hereof, as they may be amended
from time to time in writing by mutual consent of the parties.
ARTICLE 3 - TERM OF AGREEMENT
3.1 Term. The term of this Agreement shall be from the date hereof through
December 31, 1999.
3.2 Termination. Client may terminate this Agreement, with or without cause,
by giving 90 days written notice.
3.3 Termination for Cause. This Agreement shall automatically terminate upon
the insolvency, liquidation, dissolution, cessation of business or the
filing of bankruptcy petition by or against either party hereto.
3.4 Obligations Upon Termination. Upon notice of termination, Company shall use
its best efforts to assist in the orderly transition of services to a new
contractor or to assist Client in the dissolution of the programs provided
for under this Agreement.
If Client terminates this Agreement for any reason except gross negligence of
Company or willful disregard of Client's interests, Client shall compensate
Company for Services following notice of termination, as specified in section
2.1. Such expenses may include, but are not limited to printing costs, customer
list purchases, creative services, telemarketing costs, shipping costs, material
destruction costs, communication expenses, travel and living expenses. In
addition, any authorized reasonable out of pocket expenses involved in the
termination, transfer or dissolution of Services rendered by Company shall be
reimbursed by Client.
Upon Client's request, Company agrees to provide Services on a day to day basis
following conclusion of the termination notice period. Such day to day services
will continue for a period not to exceed 30 days, unless otherwise agreed to, in
writing by Company. Client shall pay Company fees for such day to day services
in accordance with Section 2.1.
ARTICLE 4 - INDEMNIFICATION
4.1 Company agrees to indemnify and hold Client harmless from any and all
claims damages and liabilities arising or resulting directly from any loss
or damage to Client from the Services described herein due to the negligent
act or omission or willful misconduct of Company, its officers, agents and
employees.
4.2 Client agrees to indemnify and hold Company harmless from any and all
claims, damages and liabilities arising or resulting directly from any loss
or damage to Company from the Services described herein due to the
negligent act or omission of Client, its officers, agents and employees.
4.3 In no event shall either party be liable to the other for any special,
indirect, incidental or consequential damages relating to the subject
matter of or arising out of this Agreement.
ARTICLE 5 - REPRESENTATION AND WARRANTIES
5.1 Representations and Warranties of Company. Company represents and warrants
to Client that:
5.1.1 It is duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.
5.1.2 It is duly authorized to enter into this Agreement and to perform
its obligations hereunder.
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5.1.3 To the best of its belief and knowledge, the performance of its
obligations under this Agreement is in compliance with all applicable laws
and regulations.
5.1.4 To the best of its belief and knowledge, Company has no
administrative adjudication pending or entered against it.
5.2 Representations and Warranties of Client. Client represents and warrants
to Company that:
5.2.1 It is a duly organized Ohio banking corporation validly existing and
in good standing under the laws of the State of Ohio.
5.2.2 It is duly authorized to enter into this Agreement and to perform
its obligations hereunder.
5.2.3 To the best of its knowledge, the performance of its obligations
under this agreement is in compliance with all applicable banking laws and
regulations.
ARTICLE 6 - GENERAL PROVISIONS
6.1 Relationship of the Parties. Company and its affiliates are independent
contractors and not the agents of, or co-venturers with Client, its parent
company, affiliates or subsidiaries.
6.2 Force Majeure. Neither party shall be responsible for delays or failures
in performance resulting from the acts of God, strikes, lockouts, riots,
acts of war fire and similar events beyond the reasonable control of the
parties.
6.3 Confidentiality. Company acknowledges that all material and information
regarding the business systems and practices of Client, customer lists and
financial data, which will come into the possession or knowledge of Company
in connection with this Agreement or performance thereof, consists of
confidential and proprietary data, which disclosure to or use by third
parties may be damaging, excepting only information otherwise publicly
available. Company agrees to hold such material and information in
confidence, not to make use thereof other than for the performance of the
Agreement, to release it only to its employees, officers and agents or the
officers and employees of any affiliate requiring such information, or to
vendors and other third parties with whom negotiations are under way for
the benefit of Client, and then only to the extent necessary for the
performance of Services under this Agreement.
Client acknowledges that information regarding the business systems and
practices of Company which will come into the possession of Client in
connection with this agreement or performance thereof, consists of
confidential and proprietary data, whose disclosures to or use by third
parties will be damaging, excepting only information which is otherwise
publicly available. Client agrees to hold such material and information in
confidence, not to make use thereof other than for the performance of its
obligations under this contract, to release it only to its employees,
officers or the
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officers or employees of any affiliate requiring such information, and then
only to the extent necessary for the performance of its obligations under
this agreement.
6.4 Headings Not Controlling. Headings used in this Agreement are for
reference purposes only and shall not be deemed a part of this Agreement.
6.5 Entire Agreement. This Agreement and all Project Memorandums added from
time to time to this agreement constitute the entire agreement between the
parties with respect to the subject matter hereof and all prior agreements,
representations, statements and negotiations are superseded hereby.
6.6 Partial Invalidity. If any term or provision of this Agreement shall be
found to be illegal or unenforceable then, notwithstanding, this Agreement
shall remain in full force and effect and such term or provision shall be
deemed stricken unless the illegal or unenforceable provision to be
stricken herefrom is so material that Client is thereby rendered unable to
receive and obtain the material benefits of this Agreement, in which case
this Agreement shall be terminated upon the determination by either party
that any provision hereof is illegal or unenforceable.
6.7 Non-Waiver. No term or provision of this Agreement shall be deemed waived
and no breach excused unless such waiver or consent shall be in writing and
signed by the party claimed to have waived and consented. Any consent by
any party to, or any waiver of, a breach by the other, whether express or
implied, shall not constitute a consent to, waiver of or excuse for any
other different or subsequent breach.
6.8 Amendments. No amendment of this Agreement shall be effective unless it is
in writing and signed by duly authorized representatives of both parties.
6.9 Agreement Assignable by Client. This Agreement may be assigned by Client
to another affiliate or parent corporation thereof without the consent of
the Company. Client may not assign this Agreement to other parties without
the prior written agreement of Company, which agreement shall not be
unreasonably withheld.
6.10 Agreement Not Assignable by Company. This Agreement may not be assigned
by Company without the prior written consent of Client, which agreement
shall not be unreasonably withheld.
6.11 Choice of Law. This Agreement shall be interpreted according to the laws
of the State of Ohio in connection with any dispute regarding its
interpretation between Client and Company.
6.12 Notices. All notices under this Agreement shall be in writing and deemed
duly given upon delivery, if delivered by hand (against receipt), or five
days after posting, if sent by certified mail, receipt requested, or upon
receipt, if delivered by any recognized courier service (against
confirmation of delivery) or upon receipt, if delivered by facsimile
transmission (against confirmation of transmission).
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If to Client: The Provident Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
ATTN.: ▇▇▇▇▇ ▇▇▇▇▇▇▇.
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to Company: Control Group Ltd.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN.: Project Manager
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized officers as of the date set forth above.
COMPANY:
CONTROL GROUP LTD.
a Delaware corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: President
CLIENT:
The Provident Bank, an Ohio
Banking Corporation
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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