RURBANC DATA SERVICES, INC. ITEM PROCESSING SERVICES AGREEMENT
RURBANC
DATA SERVICES, INC.
This
agreement is entered into effective as of February
16, 2005, by and between Rurbanc Data Services,
Inc., a wholly owned, subsidiary of Rurban Financial Corporation, an Ohio
Corporation located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (there
after
referred to as “RDSI”), and
Bank
of
Birmingham
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter
referred to as “Bank”).
| I. |
GENERAL
STATEMENT CONCERNING
SERVICES
|
The
Bank agrees that RDSI may perform for the Bank certain services as described
in
the schedule(s) attached hereto (the “Services”), and RDSI agrees to perform
such Services pursuant to the terms and conditions of this Agreement. The
Bank
agrees to compensate RDSI for the Services in accordance with the term
of the
Agreement.
The
Bank and RDSI agree that, during the term of this Agreement, RDSI shall
be the
exclusive provider of all of the Services that are provided
hereunder.
| II. |
TERM
OF THE AGREEMENT
|
The
initial term of the Agreement (the “initial term”) shall commence on the first
date on which Services are provided to the Bank hereunder (the “Commencement
Date”) and shall be co-terminus with the Bank’s current Data Processing
Agreement. Thereafter, the term of the Agreement shall automatically continue
until it is terminated by the Bank or RDSI in accordance with the terms
hereof.
In
addition to any other termination rights that exist under other Sections
of this
Agreement, either the Bank or RDSI may terminate the Agreement as of the
end of
Initial Term or at any time thereafter by providing one hundred and eighty
(180)
days prior written notice to the other party.
| III. |
FEES
FOR SERVICES
|
| A. |
For
the Services provided hereunder, the Bank shall initially pay
to RDSI the
fees specified in the Fee Schedule attached hereto as Addendum
A (the “Fee
Schedule”). The bank acknowledges that RDSI may (i) decrease such fees
at
anytime, and (ii) by providing thirty (30) days prior written
notice to
the Bank, increase any such fees at any time after the second
anniversary
of the Commencement Date, and the Bank agrees to pay such increased
or
decreased fees. Notwithstanding the foregoing, RDSI agrees that
it will
not increase its fees, in the aggregate, by more than five percent
(5%) in
any one of the second, third, fourth or fifth years of the Initial
Term.
|
| B. |
Exceptions
to the pricing arrangements specified in Section III. A. Above
will be
those related to increased account and transaction volumes of
the Bank;
new applications and services not presently utilized by the Bank;
Saturday
processing, and services not presently covered by the Agreement.
Bank
agrees to purchase its own paper supplies, statements,
etc.
|
| C. |
Bank
further acknowledges that the Services provided do not include
Saturday
processing; and that if, in the future, RDSI provides Saturday
processing
to the Bank as part of the Services, RDSI charges for such additional
Services will be in addition to those called for in Section III.A.
above.
|
| IV. |
CONVERSION
|
All
expenses of conversion will be paid by the Bank, and will include conversion
and
training fees, equipment purchases and modifications, communication equipment
and lines, ITI formal training classes, new forms and supplies and other
conversion cost items. The conversion expenses will also include a conversion
fee to RDSI specified within the Fee Schedule, plus any out of pocket
expenses incurred by RDSI in direct relation to the conversion (i.e., lodging,
meals, mileage, etc.), plus any other out of pocket expenses incurred by
RDSI in direct relation to the deconversion of the Bank's existing processing
system. The RDSI conversion fee will be due upon invoicing. RDSI will provide
the Bank with the results of any conversion tests that are performed by
RDSI.
The Bank agrees to notify RDSI of any potential problems which it recognizes
as
a result of its review of such test results.
| V. |
AUDIT
|
RDSI
employs an internal auditor responsible for ensuring the integrity of its
processing environments and internal controls. In addition, RDSI provides
for
periodic independent audits of its operations. In each instance, RDSI will
provide the Bank with a copy of the independent audit within a reasonable
time
after its completion, and will charge the Bank and each of its other clients
a
fee based on the pro rata cost of the independent audit. RDSI will also
provide
a copy of the independent audit to the appropriate regulatory agency having
jurisdiction over RDSI's provision of Services hereunder.
| VI. |
CORRECTION
OF ERRORS
|
All
Services provided by RDSI hereunder shall be deemed acceptable to the Bank
unless the Bank, within 30 days following its receipt of the
Services, has provided to RDSI a written notice which reasonably identifies
the
claimed error together with supporting documentation which reasonably supports
the claim. In each such instance, RDSI promptly and in good faith (i) will
review that claim and where the claim is meritorious (ii) will attempt
to
reprocess or otherwise remedy the problem at its own cost and expense,
subject
to the limitations set forth in Section VIII below. Work reprocessed due
to
error in data supplied by Bank, on Bank's behalf by a third party, or by
Bank's
failure to follow procedures set forth by RDSI will be billed to the Bank
at
RDSI's then current rates as additional services hereunder.
| VII. |
WARRANTIES
|
| A. |
RDSI
represents and warrants that: (i) the Services will conform to
the
specifications, if any, set forth in the schedules attached to
this
Agreement, (ii) RDSI will perform the Bank's work accurately
and in
accordance with the provisions of the Agreement, including Section
XIII
hereof, provided that the Bank supplies accurate data and information
and
follows the procedures described in all of RDSI's documentation,
notices
and advice's; (iii) RDSI personnel will exercise due care in
providing the
Services; (iv) RDSI's performance hereunder will comply in all
material
respects with all Federal and State laws that are in existence
as of the
effective date of this Agreement; and (v) RDSI has implemented
appropriate
measures which are designed to meet the objectives of the “Guidelines”
that, as of the effective date of this Agreement, have been established
by
the Bank’s regulators with respect to Section 5.01 (b) of the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act [15 U.S.C. 6801(b)].
|
| B. |
THE
WARRANTIES STATED IN SECTION VII.A. ABOVE ARE LIMITED WARRANTIES
AND ARE
THE ONLY WARRANTIES MADE BY RDSI. RDSI DOES NOT MAKE, AND THE
BANK HEREBY
EXPRESSLY WAIVES, ALL OTHER WARRANTIES, INCLUDING WARRANTIES
OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED
EXPRESS
WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF RDSI
FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE
OR
PERFORMANCE OF THE SERVICES.
|
| C. |
The
Bank represents and warrants that: (i) no contractual obligations
exist
that would prevent the Bank from entering into the Agreement;
(ii) that
throughout the term of this Agreement, it will comply with all
applicable
regulatory requirements; (iii) it has requisite authority to
execute,
deliver and perform this Agreement. The Bank shall indemnify
and hold
harmless RDSI, its officers, directors, employees and affiliates
against
any and all claims by third parties arising out of the performance
and
nonperformance of the Service by RDSI hereunder; provided, that
such
indemnity on the part of the Bank shall not preclude the Bank
from
recovering direct damages from RDSI pursuant to the terms and
subject to
the limitations of the Agreement.
|
RURBANC
DATA SERVICES, INC.
PAGE
2
| VIII. |
LIMITATION
OF LIABLITY
|
| A. |
IN
NO EVENT SHALL RDSI BE LIABLE FOR LOSS OF GOOD WILL, OR FOR SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING
FROM THE
BANK'S USE OF THE SERVICES OR RDSI'S SUPPLY OF EQUIPMENT OR SOFTWARE,
REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT.
RDSI'S
AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION RELATING
TO THE
SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE BANK
TO RDSI
HEREUNDER FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE
TWO-MONTH
PERIOD PRECEEDING THE DATE THE CLAIM ACCRUED; AND RDSI'S AGGREGATE
LIABILITY FOR A DEFAULT RELATING TO EQUIPMENT OR SOFTWARE SHALL
BE LIMITED
TO THE AMOUNT PAID BY THE BANK FOR THE EQUIPMENT OR
SOFTWARE.
|
| B. |
If
the Bank's records or other data submitted for processing are
lost or
damaged as a result of any failure by RDSI, its employees or
agents to
exercise reasonable care to prevent such loss or damages, RDSI's
liability
on account of such loss or damages shall not exceed the reasonable
cost of
reproducing such records or data from exact duplicates thereof
in the
Bank's possession.
|
| IX. |
DISASTER
RECOVERY
|
| A. |
RDSI
maintains a disaster recovery plan (the "Disaster Recovery Plan")
with
respect to each of the Services. For purposes of the Agreement,
a
"Disaster" shall mean any unplanned interruption of the operations
of or
inaccessibility to RDSI's service center in which RDSI, using
reasonable
judgement, requires relocation of processing to a recovery location.
RDSI
shall notify the Bank as soon as possible after RDSI deems a
service
outage to be a Disaster. RDSI shall move the processing of the
Bank's
standard services to a recovery location as expeditiously as
possible. The
Bank shall maintain adequate records of all transactions during
the period
of service interruption and shall have personnel available to
assist RDSI
in implementing the switchover to the recovery location. During
a
disaster, optional or on-request services shall be provided by
RDSI only
to the extent adequate capacity exists at the recovery location
and only
after stabilizing the provision of base
services.
|
| B. |
RDSI
will test the Disaster Recovery Plan periodically. The Bank agrees
to
participate in and assist RDSI with such test, if requested by
RDSI. Upon
the Bank's request, test results will be made available to the
Bank's
management, regulators, auditors and insurance underwriters.
RDSI will
charge the Bank and each of its clients a fee based on the pro
rata cost
of the disaster recovery program.
|
| C. |
RDSI
will release to the Bank information necessary to allow the Bank
to
develop, and the Bank agrees to develop with respect to its own
internal
operations and equipment, a disaster recovery plan that operates
in
concert with the Disaster Recovery
Plan.
|
| D. |
The
Bank understands and agrees that the Disaster Recovery Plan is
designed to
minimize, but not eliminate, risks associated with a disaster
affecting
RDSI's service center. RDSI does not warrant that the Services
will be
uninterrupted or error free in the event of a Disaster, and no
performance
standards shall be applicable during the pendency of any Disaster.
The
Bank shall be responsible for adopting a disaster recovery plan
relating
to disasters affecting the Bank's facilities and for securing
business
interruption insurance or other insurance necessary for the Bank's
protection.
|
| X. |
OWNERSHIP
AND CONFIDENTIALITY
|
| A. |
It
is understood that the Bank is the legal owner of all data and
records
relative to itself which may be in the possession of RDSI and
that such
data and records may be obtained by the Bank via machine readable
form at
a reasonable charge determined by RDSI, as stated in Section
XVII
(Deconversion Considerations) of the Agreement. RDSI is the owner
of all
programs and documentation.
|
RURBANC
DATA SERVICES, INC.
PAGE
3
| B. |
RDSI
and the Bank each agree that all information including, but not
limited to
business methods, internal operations data and customer records,
communicated to it by the other either before or after the effective
date
of this Agreement, was and shall be received in strict confidence,
shall
be used only for the purposes of this Agreement, and that no
such
information shall be disclosed by the recipient party without
the prior
written consent of the other party, and each agrees that each
party will
prevent the disclosure to outside parties of the terms and provisions
hereof, except as may be necessary by reasons of legal, accounting,
or
regulatory requirements beyond the reasonable control of RDSI
or the Bank,
as the case may be.
|
| C. |
This
Agreement absolutely prohibits either party from disclosing confidential
information of the other, except as required by law or court
order or
disclosure of information already in the public domain through
no fault of
either party to the Agreement. Both parties agree to notify the
other of
any breach of confidentiality.
|
| D. |
RDSI
and the Bank agree to indemnify and hold harmless the other from
any
direct loss, damage cost or expense which the other may sustain
or incur
by reason of any wrongful use by RDSI or the Bank, as the case
may be, of
confidential information of the other obtained in the course
of the
performance of this Agreement. In no event, shall such indemnification
extend to claims by or information communicated by third parties
not
subject to the Agreement.
|
| E. |
RDSI
agrees that it will comply with all applicable Federal and State
Banking
regulations governing the use of disclosure of information provided
by the
Bank.
|
| F. |
RDSI
shall establish and maintain reasonable safeguards against the
destruction
or loss of the Bank's data in the possession of
RDSI.
|
| G. |
RDSI
will notify the Bank of any system changes that will effect the
Bank's
procedures, reports, etc.
|
| H. |
RDSI
and the Bank each agree that all Bank information, including
hard copy
report media as well as on-line data, and all Bank customer data,
shall be
held in strict confidence, and shall be used only for purposes
of the
Agreement, and that no such information shall be disclosed without
the
prior written consent of the Bank. RDSI and Bank each agrees
to take all
reasonable precautions to prevent the disclosure to outside parties
of the
terms of this Agreement, except as required by
law.
|
| XI. |
PAYMENTS
AND BILLING
|
Each
month, RDSI will invoice the Bank for the fees referenced in Section III
above
and for any other amounts that may be owing from the Bank to RDSI under
the
terms of this Agreement. If any invoice is not paid in full within thirty-one
(31) days after the date of the invoice, the unpaid portion will be subject
to,
and the Bank agrees to pay, a service charge of one percent (1%) per month
on
such unpaid portion.
| XII. |
GENERAL
|
| A. |
The
Bank acknowledges that it has not been induced to enter this
Agreement by
any representation or warranty not set forth in this Agreement.
This
Agreement, together with the addenda and schedules attached hereto,
contain the entire agreement of the parties with respect to its
subject
matter hereof, and supersedes all existing agreements and all
other oral,
written or other communications with respect to such matters.
This
Agreement may not be modified in any way except by a writing
signed by
both parties. If at any time after the effective date of the
Agreement,
RDSI and the Bank agree upon the provision of additional Services
not
originally covered by this Agreement, such additional Services
shall be
dealt with in an Addendum to this Agreement signed by both RDSI
and the
Bank.
|
| B. |
This
Agreement may not be assigned by the Bank, in whole or in part,
without
the prior written consent of RDSI. This Agreement shall be binding
upon
and shall insure to the benefit of RDSI and the Bank and their
respective
successors and permitted assigns.
|
| C. |
If
any provision of the Agreement shall be held to be invalid, illegal
or
unenforceable, the validity, legality or enforceability of the
remainder
of the Agreement shall not in any way be affected or impaired
thereby.
|
RURBANC
DATA SERVICES, INC.
PAGE
4
| D. |
The
Headings in this Agreement are intended for convenience of reference
and
shall not affect its
interpretation.
|
| E. |
The
individuals executing this Agreement on behalf of RDSI and the
Bank do
each hereby represent and warrant that they are duly authorized
by all
necessary action to execute the Agreement on behalf of their
respective
principals.
|
| F. |
This
Agreement shall be governed by and construed in accordance with
the laws
of the State of Ohio.
|
| G. |
Neither
RDSI nor the Bank will be responsible for delays or failures
in
performance resulting from acts reasonably beyond the control
of that
party. Such acts will include, but not be limited to (i) mechanical
failures or breakdown of electronic data processing equipment,
(ii)
mechanical failures or breakdown of courier vehicles/transportation
services (iii) shortages in supplies or materials, (iv) strikes,
lockouts,
riots, civil disturbance, war or insurrection, (v) fire, epidemics
or
other casualty; (vi) earthquakes, floods, tornadoes, storms or
similar
acts of God, (vii) destruction of data communication lines, or
(viii)
governmental regulations or
interference.
|
| H. |
RDSI
and the Bank agree that if at anytime documentation or other
information
is in transit via ground courier from Bank to RDSI or from RDSI
to Bank,
the party making the shipment will maintain or cause the courier
to
maintain reasonable insurance with respect to such
items.
|
| I. |
If
at any time RDSI is required to incur costs for the express and
limited
purpose of complying with changes in the law that (i) occur after
the
effective date of this Agreement and (ii) relate directly to
the provision
Services hereunder, RDSI will be entitled to charge the Bank
and each of
its other clients a pro rata fee based upon such compliance costs
incurred
by RDSI.
|
| XIII. |
ON-LINE
AVAILABILITY AND OTHER
MATTERS
|
| A. |
RDSI
will provide item processing services daily for the Bank, Monday
through
Friday, excluding Federal Reserve holidays. Saturday's work will
be posted
or updated during Monday's nightly update. In addition, Friday's
actual
reports typically will not be delivered to the Bank until the
following
Monday morning, with delivery being made by ground courier, via
the
MACROFICHE Report Storage and Retrieval System, by the RECALL
Optical Disk
Systems, or by other RDSI supported Report Storage and Retrieval
System.
|
| B. |
As
part of its customer service, RDSI will endeavor to respond to
the Bank's
questions within an average response time of two (2) hours after
RDSI is
contacted.
|
| C. |
RDSI
will notify the Bank of any errors in the RDSI software or operating
system procedures that appear to impact the Bank whenever such
errors are
detected by or reported to RDSI. Such notification shall include
a plan
for correction of the error.
|
| D. |
RDSI
will provide the Bank two (2) weeks notice of any change in routing
operating procedures. Changes falling into this category include
but are
not limited to: (i) persons to notify in the event of a problem;
(ii) form
of communications; (iii) change in processing or contact
location.
|
| E. |
RDSI
will notify the Bank, in writing, of any enhancements or new
releases of
the RDSI software not less than one (1) week prior to implementation
of
such changes.
|
| XIV. |
TERMINATION
|
| A. |
In
the event that any correct invoice submitted by RDSI to the Bank
remains
unpaid thirty-one (31) days after the date of the invoice, RDSI,
at its
option, may terminate this Agreement. For purposes of the Section
XV.A.,
any invoice submitted by RDSI shall be deemed correct unless,
within
thirty (30) days of the date of the invoice, the Bank provides
a written
notice to RDSI which states, with reasonable particularity and
detail, the
nature of the claimed error.
|
RURBANC
DATA SERVICES, INC.
PAGE
5
| B. |
RDSI
may terminate this Agreement if the Bank breaches the “exclusive provider”
arrangements provided for in Section I
above.
|
| C. |
Either
RDSI or the Bank may terminate the Agreement in the event that
(i) the
other party becomes the subject of any proceeding under the Bankruptcy
Code, or (ii) if any substantial part of the other party's property
becomes subject to levy, seizure, attachment or sale by creditor
or
governmental agency, whether pursuant to a receivership proceeding
or
otherwise.
|
| D. |
Either
RDSI or the Bank may terminate this Agreement upon expiration
of the term
as provided in Section II above.
|
| E. |
In
addition to the termination rights previously provided for in
this Section
XV., either RDSI or the Bank may terminate this Agreement in
the event
that any other material breach of this Agreement by the other
party is not
cured within ninety (90) days following written notice stating,
with
reasonable particularity and detail, the nature of the claimed
breach.
|
| XV. |
REMEDIES
|
| A. |
If
at any time during the Initial Term of this Agreement, RDSI terminates
this Agreement pursuant to Section XIV.A., Section XIV.B. Section
XIV.C.
or Section XIV.E. above, then, RDSI shall be entitled to recover
from the
Bank - in addition to any amount accrued for Services performed
prior to
the date of termination - as liquidated damages and not as a
penalty, an
amount equal to the present value of all payments remaining to
be made
hereunder for the remainder of the Initial Term of this Agreement.
For
purposes of the preceding sentence, the present value shall be
computed
using the "prime" rate (as published in The Wall Street Journal)
in effect
at the date of termination and "all payments remaining to be
made" shall
be calculated based on the average of RDSI's invoices for the
three (3)
months in which its ▇▇▇▇▇▇▇▇ to the Bank hereunder were the highest
during
the 12-month period immediately preceding the date of termination
(or such
shorter period as is applicable if this Agreement has not been
in effect
for 12 months) multiplied by the number of months remaining in
the Initial
Term of the Agreement. RDSI and the Bank acknowledge and agree
that in the
event of a termination of the character described in this Section
XV.A.,
RDSI will suffer substantial damages that are difficult or impossible
to
quantify; that the amount calculated under the terms of this
Section XV.A.
is a reasonable estimate of RDSI's probable damages; and that
such amount
shall be payable as liquidated damages hereunder in the event
of any such
termination. The Bank agrees to reimburse RDSI for any expenses,
including
reasonable attorney's fees, that RDSI incurs in enforcing its
remedies
under this Section XV.▇.
|
| ▇▇▇. |
ARBITRATION
|
| A. |
Any
dispute or controversy arising out of this Agreement of its interpretation
shall be submitted to and resolved exclusively by arbitration
under the
rules then prevailing of the American Arbitration Association,
upon
written notice of demand for arbitration by the party seeking
arbitration,
setting forth the specifics of the matter in controversy or the
claim
being made. The Arbitration shall be heard before an arbitrator
mutually
agreeable to the parties; provided, that if the parties cannot
agree upon
the choice of arbitrator within ten (10) days after the first
party
seeking arbitration has given written notice thereof, the arbitration
shall be heard by three arbitrators, one chosen by each party
and the
third chosen by those two arbitrators. The arbitrators will be
selected
from a panel of persons having experience with and knowledge
of
information technology. A hearing of the merits of any claim
for which
arbitration is sought by either party shall be commenced not
later than
ninety (90) days from the date demand for arbitration is made
by the first
party seeking arbitration. Any award by the arbitrator(s) in
any such
arbitration proceeding shall be final and binding upon the parties
and a
judgement thereon may be entered in any court of competent
jurisdiction.
|
| B. |
Any
arbitration proceedings shall be governed by the United States
Arbitration
Act. The arbitrators shall apply the substantive law of the State
of Ohio,
without reference to provision related to conflict of laws. The
arbitrators shall not have the power to alter, modify, amend,
add to or
subtract from any term or provision of the Agreement. The arbitrators
shall have the authority to grant any legal remedy that would
have been
available had the parties submitted the dispute to a judicial
proceeding.
|
RURBANC
DATA SERVICES, INC.
PAGE
6
| C. |
If
arbitration is required to resolve any disputes between the parties,
such
proceeding shall be held in Columbus, Ohio or in such other location
that
is mutually agreed upon by the
parties.
|
| XVII. |
DECONVERSION
CONSIDERATIONS
|
| A. |
Upon
termination of this Agreement, the Bank may obtain from RDSI
relevant data
files and records for the purposes of deconverison to an alternative
item
processing system via machine readable media under the following
pricing
arrangement:
|
| 1. |
All
costs incurred by RDSI due to the Bank's deconversion to an alternate
provider will be the Bank's responsibility to pay. Additionally,
the time
necessary for RDSI to provide the deconversion services to the
bank will
be billable at the rate of $150.00 per
hour.
|
| B. |
The
deconverison activities contemplated by this Section XVII shall
constitute
additional services hereunder and the amounts payable to RDSI
therefore
(i) shall be in addition to the fees called for in the Fee Schedule
referenced in Section III above, and (ii) shall be due prior
to RDSI’s
release of the information in
question.
|
| XVIII. |
NONSOLICITATION
OF EMPLOYEES
|
During
the term of this Agreement and for a period of twelve (12) months thereafter,
without prior written consent of the other, neither RDSI nor the Bank will
offer
employment to or otherwise employ any person employed by the other if the
person
was involved with the Services provided under this Agreement.
| XIX. |
PATENT
INDEMNITY
|
Each
of RDSI and the Bank shall indemnify, defend and hold harmless the other
from
any and all claims, actions, damages, liabilities, costs and expenses,
including
without limitation reasonable attorney’s fees and expenses, arising out of any
claims of infringement of any United States letters patent, any trade secret,
or
any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary
rights
conferred by common law or by any law of the United States or any state
alleged
to have occurred because of systems provided or work performed. However,
this
indemnity will not apply unless the party seeking indemnity informs the
party
from whom indemnification is sought promptly concerning the matter in question
and gives such party full opportunity to control the defense thereof, including
without limitation any agreement relating to settlement.
| XX. |
NOTICES
|
All
notices and other communications hereunder shall be in writing and will
be
deemed to have been given when delivered by hand or deposited in the United
States mail, first class (or in the case of a breach, registered or certified,
return receipt requested with proper postage, registration and certification
fees prepaid), addressed to the party for whom intended at the respective
addresses set forth below, or such other address as may be designated pursuant
hereto:
|
If
to RDSI:
|
If
to the Bank:
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇.
|
|
▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
Attention:
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
Attention:
▇▇▇▇ ▇▇▇▇▇▇
|
|
Executive
Vice President
|
|
RURBANC
DATA SERVICES, INC.
PAGE
7
IN
WITNESS WHEREOF, RDSI and the Bank have caused the Agreement to be executed
and
delivered by their duly authorized representatives effective as of the date
first above written.
Commencement
Date: ____________________
RURBANC
DATA SERVICES, INC.
By:
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
Executive Vice President
Bank
of Birmingham
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Chief Financial Officer
RURBANC
DATA SERVICES, INC.
PAGE
8