MARKETING SERVICES AGREEMENT
Exhibit
10 (m)
THIS
MARKETING SERVICES AGREEMENT is made as of March 14, 2006 between DNB FIRST,
NATIONAL ASSOCIATION, a national banking association with an address at ▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“DNB”) and TSG, INC., a Pennsylvania
business corporation with an address at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Service Provider”).
Background:
A.
DNB
does not presently have sufficient staff to provide all of the “Marketing
Services” referred to below for itself.
B.
▇▇▇
▇▇▇▇▇▇▇▇▇, the principal of Service Provider, is uniquely situated to assist
DNB
with the Marketing Services because of his marketing industry knowledge and
experience, and his knowledge of DNB.
In
consideration of the premises and mutual obligations contained herein, and
intending to be legally bound, the parties hereto agree as follows:
1.
Marketing
Services.
Service
Provider shall consult with and assist DNB in the execution of its branding
strategy for the purpose of successfully differentiating DNB’s products and
services. To achieve that goal, Service Provider shall provide the following
services:
(a)
Consult with and assist DNB’s management in establishing strategies for branding
based on the 2005 Branding study.
(b)
Assist DNB with marketing, public relations and customer relations strategies
to
provide a clear and consistent brand positioning message to its customers and
prospects.
(c)
Assist DNB Management with creative supervision and copywriting as needed for
all advertising and communications including, but not limited to, the Annual
Report.
The
foregoing services shall produce the deliverables, and be consistent with,
the
documented discussions DNB and Service Provider have had to date, and shall
be
subject to such performance measures for each stage of performance as the
parties shall identify prior to commencement of each stage of services. The
foregoing are sometimes referred to in this Agreement as the “Marketing
Services.” The Marketing Services shall be provided within such deadlines as the
parties may mutually agree from time to time, but shall in all events be
consistent with DNB’s marketing requirements.
2.
Compensation.
In
consideration for Service Provider rendering the Marketing Services, DNB shall
(i) reimburse Service Provider its reasonable out-of-pocket expenses in
providing the Marketing Services.
All
such
expenses are subject to prior approval by DNB’s Retail Banking Division’s
Executive Vice President; and (ii) pay
Service Provider a monthly retainer of $5,000.00 per month for each calendar
month in 2006.
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3.
Regulatory
Compliance.
This
Agreement shall in all events be subject to all applicable banking laws and
regulations. The performance of Marketing Services by the Service Provider
is
subject to examination oversight by DNB’s applicable banking regulators. Without
limiting the foregoing, the provision of Marketing Services and the payment
of
compensation therefor shall be on terms and at compensation rates that are
substantially the same, or at least as favorable to DNB, as those available
to
DNB for comparable services from other nonaffiliated service providers. The
parties agree to modify this Agreement and the compensation payable hereunder
from time to time to conform to any applicable regulatory requirements. Service
Provider shall each be subject to examination by DNB’s regulators to the extent
deemed appropriate or necessary by such regulators in connection with this
Agreement.
4.
Intellectual
Property.
Any
work product and intellectual property, such as DNB’s name, logo, trademark, and
copyrighted material, shall be the sole property of DNB.
5.
Confidentiality;
Preservation and Disposition of Confidential Information.
All
information relating to DNB, including without limitation relating to its
products, services, methods, branding and other business strategies, product
designs, and customers and consumers, and all information relating to any DNB
customers or consumers, shall be confidential (collectively “Confidential
Information”) and shall not be disclosed by Service Provider to any third party
without DNB’s prior written consent. Service Provider shall, consistent with
DNB’s policies and procedures and laws and regulations applicable to DNB: (a)
establish policies, safeguards, methods and procedures to ensure the
confidentiality of Confidential Information; (b) establish policies, safeguards,
methods and procedures for disposing of Confidential Information; (c) establish
policies, safeguards, methods, and procedures consistent with DNB policies
and
procedures and the laws and regulations applicable to DNB to assure, to DNB’ s
reasonable satisfaction, that no third party will gain unauthorized access
to
any Confidential Information; and (d) upon completion of the engagement for
Marketing Services, take such steps as DNB may request to turn over to DNB
or
destroy all Confidential Information.
6.
Business
Resumption and Contingency Plans.
Service
Provider shall be responsible for backing up and otherwise protecting all
program and data files of Service Provider relating to DNB and the Marketing
Services, for protecting any equipment used in providing the Marketing Services,
and for maintaining disaster recovery and contingency plans reasonably
acceptable to DNB, including plans and procedures for testing of those plans
and
providing results to DNB when requested.
7.
Termination.
This
Agreement will expire on December 31, 2006; however, either party may terminate
this Agreement prior to such date by written notice of termination upon sixty
(60) days written notice. Upon such termination, the parties’ relative rights
and obligations shall be governed by this Agreement and applicable law, but
notwithstanding any termination, the provisions of Sections 3,4 and 5 of this
Agreement shall survive and continue to bind both parties.
8.
Authorization.
Service
Provider and DNB each respectively represents and warrants, one to the other,
that this Agreement has been duly authorized by their respective boards of
directors and that a copy of this Agreement, fully executed, shall be
continuously maintained hereafter as a part of its corporate
records.
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9.
Assignment.
This
Agreement and all of the provisions hereof shall be binding upon and inure
to
the benefit of the parties hereto and their respective successors and permitted
assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by any of the parties hereto without the prior written
consent of the other parties.
10.
Entire
Agreement.
This
agreement embodies the entire agreement and understanding of the parties with
respect to the transactions contemplated hereby and supersedes all prior written
or oral commitments, arrangements or understandings with respect thereto. There
are no restrictions, agreements, promises, warranties, covenants or undertakings
with respect to the transactions contemplated hereby other than those expressly
set forth herein or therein.
11.
Counterparts.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and each of which shall be deemed an
original.
12.
Governing
Law.
This
Agreement shall be governed by the internal laws of the Commonwealth of
Pennsylvania (regardless of the laws that might be applicable under principles
of conflicts of law) as to all matters, including but not limited to matters
of
validity, construction, effect and performance, except to the extent such laws
are pre-empted by applicable federal laws or regulations.
13.
Severability.
If any
one or more of the provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Agreement shall not be affected thereby. To the
extent permitted by applicable law, each party waives any provision of law,
which renders any provision of this Agreement invalid, illegal or unenforceable
in any respect.
14.
Amendments.
This
Agreement may not be changed, modified or amended except by written agreement
signed by all parties hereto.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
|
DNB
FIRST, NATIONAL ASSOCIATION
By:___________________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇,
President
|
TSG,
INC.
By:___________________________
President
|
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