DATA PROCESSING SERVICES AGREEMENT DATE: August 10, 2005

DATA PROCESSING SERVICES AGREEMENT DATE: August 10, 2005

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EXHIBIT 10.5


		DATA PROCESSING SERVICES AGREEMENT

		DATE: August 10, 2005

OFFICE ADDRESS:
XXXX XXXXX & ASSOCIATES, INC.
000 XXXXXXX 00 • P. 0. XXX 000
XXXXXX, XX 00000

NAME AND ADDRESS OF CLIENT:
Reliance Bank
00000 Xxxxxxxxxx Xxx
Xxx Xxxxx, XX 00000

XXX is in the business of providing data processing services throughout its trade area and the Client specified above is a financial institution that desires to secure such services from XXX. Client agrees to obtain from XXX, and XXX by its execution of this Agreement, agrees to furnish to Client, on the terms and conditions contained herein, the data processing services specified herein (“Services”).

In consideration of the premises and in further consideration of the performance of the terms and provisions herein, XXX and Client contract and agree as follows:

The services provided hereunder shall be subject to all Standard Terms and Conditions (Sections 1 to 21) set forth on pages 2 through 7 hereof, Exhibit A, Exhibit B (if applicable), the following C Exhibits (if any), and any other exhibits attached hereto, all of which are incorporated in and specifically made a part of this Agreement.

The Standard Terms and Conditions shall apply in all events except where specifically superseded in Exhibits A or B or superseded as to individual items of Software in the attached C Exhibits (if any).


Description	One Time Fees		Monthly Fees
Total Months 1-4	$	51,511.00	$	7,916.64
Months 5-Term			$	27,384.19

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above.


XXX:		CLIENT:
XXXX XXXXX & ASSOCIATES, lNC.		Reliance Bank

By:	/s/ Xxxxx XxXxxxxx	By:	/s/ Xxxx X. Xxxxxxxxx
Title:	General Manager	Title:	President
Date:	9/10/2005	Date:	8/29/05

STANDARD TERMS AND CONDITIONS
(Data Processing Services Agreement)

1.		DESCRIPTION OF SERVICES

		Client hereby contracts for and XXX hereby agrees to furnish, on the terms and conditions hereinafter set forth, the data processing services (“SERVICES”) enumerated on Exhibit “A” attached to and a part of this Agreement.

		Client and XXX shall mutually proceed in good faith i) to promptly develop a detailed plan for the conversion of Client to the Services, and ii) to define a mutually acceptable schedule for the training of Client’s personnel with respect to the conversion to and implementation of the Services.

2.		TERM OF AGREEMENT

		The original term of this agreement shall be for five (5) years with a commencement date of either the day of conversion to the new XXX system, or 240 days after the date of this Agreement, whichever occurs first. This Agreement shall be automatically extended for successive terms of one year from the expiration date of the original term. Either party may terminate the Agreement at the end of any contract term provided that written notice is given to the other party not less than 90 days prior to the end of any contract term. If proper notice is not given, the term will automatically be renewed for one year

		If Client provides timely notice to XXX of its intention to terminate this Agreement, this Agreement shall terminate as provided herein. In the event of such termination, Client shall pay XXX all direct expenses incurred by XXX in turning over to Client all information maintained by XXX for Client. These expenses shall include, but shall not be limited to, charges for computer run time and programming requirements in accordance with XXX published rate schedules in effect at that time.

		In the event that Client discontinues using XXX for processing prior to the end of any contract term, Client will be liable to XXX for a lump sum early termination fee to be calculated as the average monthly billing, exclusive of pass through costs including, but not limited to, data lines, postage, Federal Reserve charges, etc., for the past twelve months, multiplied by the number of months and any portion of a month remaining in the contract term.

		If for any reason Client fails to convert to Services provided under this Agreement then Client shall be liable to XXX for an amount equal to 70% of the fees detailed on Exhibit A multiplied by the number of months in the original term of this Agreement.

		In the event that any entity assumes the deposit liabilities of Client, such entity will automatically assume the obligations and liabilities of Client hereunder for the remaining contract term.

		Upon receipt of notice of Client’s intention to deconvert from JHA’s service bureau, the agreement termination and deconversion fees listed above shall become immediately due and payable. Client shall pay these fees within thirty days after XXX has billed Client for them. XXX reserves the right to cease providing ALL Services to Client if any amount due to XXX under this Agreement or any other amount due XXX is not timely paid.

		Subject to revision as provided for hereafter, the Schedule of Service Fees set forth on Exhibit A will remain in effect for the term of the Agreement. At the end of each twelve (12) month period during the term, XXX may increase any fee then in effect by such an amount as XXX determines to be appropriate; provided, however, that XXX may not at that time increase the service fees in effect by a percentage greater than the percentage increase in the “Consumer Price Index - Seasonally Adjusted US City Average for All Items for all Urban Consumers (1982-84 = 100)” published monthly in the “Monthly Labor Review” of the Bureau of Labor Statistics of the United States Department of Labor or, should that index cease to be published, the most comparable index published on a regular basis by the US Government since the later of the date of this Agreement or JHA’s latest fee revision. XXX will provide a ninety (90) day advance written notice to Client before such changed fees go into effect.

		During the term of this Agreement, Client shall not engage any third party processor other than XXX to provide the Services and shall not perform the Services itself, provided that XXX agrees to provide Services for the geographic area and volume that Client requires.

3.		OWNERSHIP AND CONFIDENTIAL NATURE OF COMPUTER SOFTWARE AND MATERIAL

		All data processing software, specifications, documentation (including manuals, routines, subroutines, or techniques, herein collectively called “Software”) and original ideas or formulae relating to data processing or other handling or treatment of data (herein collectively called “Ideas”), are and shall remain the sole, confidential, trade secret property of XXX. Client will not copy related materials or divulge the contents of said Software and Ideas to any third party without permission for such disclosure or use being granted in writing by XXX. However, neither Client’s auditors nor regulatory examiners shall be required to sign a confidentiality instrument with XXX in their examination of Client so long as said auditors and regulatory examiners do not copy or remove such documentation from Client’s location, and provided that Client will monitor such activities and will be responsible to XXX for any breach.

		XXX represents and warrants that it owns, or possesses adequate licenses or other valid rights to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, service marks, service xxxx rights, and trade secrets in order to render the services to Client as contemplated herein. In the event that a third party should xxx Client based upon the XXX Software then being used to provide Services to Client, XXX will indemnify Client for all actual and reasonable fees caused by such suit, provided XXX is notified promptly in writing, is given all information required for defending or settling any charge of patent or copyright infringement or suit resulting therefrom and that XXX shall have at its discretion the right to enter into the suit and direct the defense of the suit on Client’s behalf.

		Client shall reimburse XXX for any prior agreed upon costs incurred by XXX in developing customized Software or modifications to Software to satisfy the requirements of Client or Client’s independent auditors, including the cost of the computer time to run said Software. During the term of this Agreement, XXX shall as necessary install the then most current copy of the Software and any program temporary fixes “PTFs”. As a result of these Software updates and PTFs it may be necessary for XXX

		to retrofit Client’s customized code, if any, in order to guarantee its compatibility with the then current version of the Software. Client shall reimburse XXX for such retrofitting of Client’s customized code at JHA’s then current rates for such Services. It is further agreed that such customized Software or modifications will remain the property of XXX and, as such, XXX has the right to use said Software or modifications in providing Services to other financial institutions.

		All records transmitted to XXX by Client shall remain the property of the Client. XXX and Client each agree that all information communicated to it by the other, including the terms and conditions of this Agreement, whether before the effective date or during the term of this Agreement, 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, its agents or employees without prior written consent of the other party, unless such information is publicly available from other than a breach of this provision. Each party agrees to take all reasonable precautions to prevent the disclosure to outside parties of such information, including without limitation, the terms of this Agreement except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of XXX or Client, as the case may be.

4.		TRANSPORTATION OF DATA

		In the event that Client desires that XXX provide Proof of Deposit Services, Image Capture Services, or MICR recognition Services, the following section shall apply regarding the transportation of the items to be so serviced.

		The parties acknowledge that reliable transportation of Client’s input data and its processed work is necessary for XXX to perform in accordance with the Agreement. Accordingly, Client may either provide its own transportation of both the input data and processed work or it may elect to authorize XXX to contract for an authorized carrier to provide the transportation services and/or utilize JHA’s own or its agent’s vehicles to transport Client’s input data and processed work for a fee as shown in Exhibit “A”.

		In the event Client elects to authorize XXX to provide the transportation services and XXX elects to contract for a carrier to provide the necessary transportation services, such services will be rendered under the terms and conditions of a contract between XXX and said carrier or courier which such contract shall be made a part hereof by reference. XXX reserves the right to change carrier or couriers from time to time during the term of this Agreement. Client has the right to obtain from XXX a copy of the contract which is in effect upon written request to XXX. Client agrees that it is a third party beneficiary of said contract and any other which XXX may elect to become a party to in the fulfillment of the terms of this Agreement. As such, it agrees to be bound by and subject to all terms and conditions of these courier contracts, including, but not by way of limitation, any limitation of liability provisions. It is the intent of the parties that JHA’s liability to Client or third parties for losses in transit, if any, shall be the same as the liability of the carrier to XXX under its Agreement.

		In the event XXX elects to utilize its own or its agent’s vehicles to render the transportation services necessary for the performance of this Agreement, then the parties agree to be bound by a Compensation Schedule for such services, which shall be mutually agreed upon.

		Accordingly the same limitation of liability provisions as provided in standard courier contracts or such additional agreements as may be required by XXX to perform such courier services shall apply whether any claim is by XXX and/or Client against the authorized carrier or Client against XXX utilizing its own or its agent’s vehicles.

5.		EXAMINATION

		The records maintained by XXX for Client shall be subject to examination by those Federal or State agencies having jurisdiction over Client to the same extent that such records would be subject to examination were they maintained and produced by Client on its own premises, and XXX is authorized to provide the representatives of such agencies access to such records. Reasonable expenses incurred by XXX on Client’s behalf during the course of such examination may, at JHA’s sole discretion, be charged to the Client. XXX will provide an itemized accounting of all such expenses.

		The annual financial statements of XXX are currently available to Client and to its examiners from public sources, including the Securities and Exchange Commission’s public web site (xxx.xxx.xxx). If at any time such information is no longer publicly available, then XXX will provide copies of its most recent annual financial statements to Client upon request. XXX may charge to Client the reasonable expense of reproducing and mailing copies of requested financial statements.

REGULATORY COMPLIANCE

(a) Xxxxx-Xxxxx-Xxxxxx Act Compliance

XXX will not disclose, nor permit access to, the private information of Client or its consumers for any purposes other than those specifically required to fulfill JHA’s contractual obligations with Client. XXX will not sell the information regarding the Client’s consumers for any reason. In connection with providing services to Client, XXX will take all commercially reasonable steps to ensure the security and confidentiality of Client’s and its consumers’ information and to protect against anticipated threats and hazards to the security of such information. XXX will take all commercially reasonable steps to prevent unauthorized access to or use of such information that could result in substantial harm or inconvenience to Client or its consumers. In the event any court or regulatory agency seeks to compel disclosure of said information XXX will, if legally permissible, promptly notify Client of said attempt and will cooperate so that Client may at its expense seek to legally prevent this disclosure of information. XXX will upon request provide copies of applicable audit reports, summaries of test results and other equivalent evaluations with regard to security and confidentiality in connection with the Services XXX provides to that Client. XXX may charge a standardized fee to respond to such requests.

XXX has published its GLBA compliance commitment to all of its financial institution customers in its “Policy on Privacy of Consumer Financial Information”, and to the extent that additional commitments are reflected in future published versions of said policy, the same shall be incorporated herein without further actions by the parties.

If a breach of security results in an unauthorized intrusion into XXX systems which directly and materially affects Client or its consumers, XXX will within a reasonable time report on the intrusion to Client and will

subsequently report the corrective action taken in response.

(b) Router Control and Security

To facilitate data processing services provided by XXX to Client and to secure related telecommunications, Client grants to XXX full and exclusive rights to remotely control those computer and telecommunications routers associated with the data processing services, even though owned by Client and located in Client’s facilities. Such controls include, but are not limited to configuration, testing, implementation, logical security, modification and troubleshooting.

During the term of the Data Processing Services Agreement, XXX assumes responsibility for such controls. All controls will be returned to Client upon termination of the Data Processing Services Agreement.

Client will be responsible for maintaining control over the physical security and operating environment of the router, including placement of the router where physical access is limited to authorized persons only, and ensuring that adequate cooling and protection from the elements, as defined in the router’s operating specifications, is provided. Additionally, each router should have the following statement posted in close proximity and clear view: “UNAUTHORIZED ACCESS TO THIS NETWORK DEVICE IS PROHIBITED. You must have explicit permission to access or configure this device. All activities performed on this device may be logged, and violations of this policy may result in disciplinary action, and may be reported to law enforcement.”

7.		XXX AND CLIENT RESPONSIBILITIES

		During the term of this Agreement, XXX covenants to furnish and maintain, on its premises and at its cost, all of the equipment which it deems necessary to perform the Data Processing Services. XXX retains the right to move the equipment to any other location provided that such change will not materially alter the Services XXX provides to Client as specified in this Agreement. During the term of this Agreement, Client covenants to furnish and maintain, on its premises and at its cost, all of the equipment and materials specified by XXX as being necessary for Client to receive, transmit and otherwise utilize the data processing Services specified in Exhibit “A”. If Client receives item processing services from XXX under this Agreement Client agrees to adequately photocopy or otherwise image all items prior to delivering them to XXX or any courier. Client shall also notify XXX of the anticipated commencement of on-line Services through new or additional terminals or the opening of new branches at least thirty (30) days in advance of the commencement of such Services so as to enable XXX to arrange for necessary communication lines and with the understanding that the scheduled implementation date of such new on-line support may be dependent on the delivery schedules of third party vendors. Client agrees to reimburse XXX when billed for charges, or Client’s portion of charges pro-rated among those Clients served, for communication lines or devices or installation of communication lines or devices arranged and paid for by XXX on behalf of Client. Any equipment leased by XXX to Client shall be maintained in accordance with the provisions of a separate lease agreement.

		If the installation requires XXX to have access to another vendor’s Software being used by Client, Client will obtain any required permission for JHA’s access; and Client will pay any charges or fees imposed by such vendor. In this connection XXX will agree to treat said vendor’s software as confidential and proprietary to such vendor.

8.		RESPONSIBILITY FOR DATA

		XXX will use reasonable care in the processing of the accounts for Client and reports to Client. Client agrees to promptly check and verify all of the reports received from XXX to ascertain that all data has been processed and reported correctly, and to report any discrepancies to XXX not later than three (3) business days following receipt of such reports. Business days will be defined to be Monday through Friday, from 8:00 A.M. to 5:00 P.M. EST. Failure to report any discrepancies within the time prescribed in the previous sentences shall constitute a conclusive presumption that such reports are correct and accurate.

		XXX will provide safeguards determined at its discretion to ensure protection against destruction of records and Software by fire or other disasters, loss of data in transit or machine or human error, or unauthorized manipulation of data or reports insofar as can reasonably be expected using then current techniques and/or then current accepted business practices for storage and transfer of magnetic media.

9.		DISASTER RECOVERY AND BACKUP OF DATA

		XXX maintains a disaster recovery plan with off-site data files and communications facilities for the re-establishment of Services in the event of a disaster at XXX and agrees to make such backup processing capability available to Client in the event of a major disaster or significant equipment failure at JHA’s data center. XXX shall test the plan in a commercially reasonable manner on an annual basis. The results of this testing will be documented and made available for examination by Client or its independent auditors upon the request of Client. This documentation and the XXX Disaster Recovery Plan will also be available for review by all Federal and state regulatory agencies having jurisdiction over Client. All files and data pertaining to Client will be backed up daily and backup files will be available for restoration for a minimum of 30 days.

		XXX shall not be liable for disasters or delays or failures in the performance or completion of any services under this Agreement beyond its reasonable control including, but not limited to, acts of civil or military authority, riots, epidemics, war, governmental regulations, strikes, lockouts, labor difficulties, fire, hurricanes, flood, insurrection, catastrophes, failures of transportation, communications or power supply, unavoidable mechanical difficulty with its computer equipment, acts of God, or other causes beyond its control or due to third parties.

10.		INSURANCE

		XXX will maintain for its own protection such commercial general liability, fidelity bond, errors and omissions insurance coverage as it deems appropriate in relation to its data processing and other operations. Upon Client’s request, XXX will provide copies of its certificate(s) of liability insurance coverage.

11.		WARRANTIES, EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY

		XXX shall have no duties or responsibilities except those expressly set forth in this Agreement. The liability of XXX for any and all damages and actual loss caused by XXX under this Agreement shall not exceed an aggregate total greater than the fees paid by Client under this Agreement

		to XXX during the previous twelve months, less the various expenses and pass through costs defined on Exhibit A. Client shall provide XXX with all documentation necessary to demonstrate any claimed loss by Client. XXX shall not be liable for any loss which is settled or compromised by Client without prior written consent of XXX. At the request of XXX, Client shall transfer and assign to XXX all rights and remedies of Client with respect to any claim which is ultimately paid by XXX.

		The warranties contained herein shall be divided into the following categories:

Equipment:

XXX shall use its own Software and current equipment such as is indicated by JHA’s specific needs and Industry standards. All equipment shall be maintained in a reasonable fashion which shall be compliant with industry standards. XXX shall not be liable to Client or to any third party, including, but not limited to, customers of Client, for errors resulting from defects or malfunctions of the mechanical or electronic equipment used in performing its Services hereunder.

Processing:

XXX warrants to provide the Services under this Agreement in a competent manner consistent with industry standards. In the event that the Services provided by XXX shall fail to meet the foregoing standard, XXX shall diligently and in good faith attempt to correct the Services without additional cost to Client. During the period that XXX is so correcting its Services, Client shall not expect XXX to provide any Services without compensation. If within a reasonable time XXX is unable to correct the Services, Client shall be entitled to an equitable reduction in fees paid to XXX for the defective Services. The remedies herein contained are exclusive.

ATM Services:

XXX shall not be liable to Client or to any third party, including, but not limited to, customers of Client, for any loss, damage, cost or expense arising from the use of any lost or stolen ATM cards; failure or delay in making a requested transfer; erroneous transfers; liability by reason of insufficiency of funds in any account; unauthorized transfers; and failure to comply with state or federal laws, rules or regulations.

XXX shall not be liable or responsible to Client or to any third party, including, but not limited to, customers of Client, for any consequential, special, indirect, or incidental damages, even if XXX has been advised of the possibility of such damages. Any liability of XXX to Client resulting from failure to comply with the terms of this Agreement wherein XXX shall become legally obligated to pay for damages resulting from any claim arising from this Agreement shall be limited to the actual damages suffered by Client and under no circumstances shall the total aggregate liability of XXX under this Agreement exceed the fees paid by Client to XXX during the previous twelve months of this Agreement less the various expenses and pass through costs defined on Exhibit A. The forgoing warranties set forth in this Agreement are in lieu of all other warranties, express or implied, whether of merchantability, fitness or otherwise.

12.		COMPLIANCE

		XXX warrants that unmodified Software will operate in accordance with the then current electronic documentation provided by XXX and that said Software is in compliance with national and state banking laws and regulations as of the date of this Agreement. The unmodified Software will be revised, at no additional charge to Client, to be in compliance with changes in Federal or State banking laws, within a reasonable time after Client gives XXX written notice of such change.

13.		PERFORMANCE STANDARDS

	(A)		On-Line Availability — JHA’s standard of performance shall be on-line availability of the system (exclusive of telecommunications and terminals) ninety-eight percent (98%) of the time that it is scheduled to be available over a three (3) month period (the “Measurement Period”). Actual on-line performance will be calculated monthly by comparing the number of hours that the system was scheduled to be operational on an on-line basis exclusive of preventive maintenance and scheduled maintenance, with the number of hours, or a portion thereof, it was actually operational on an on-line basis. Hours of on-line operation are specified in Section 20. ‘Timeframes for Receipt and Delivery of Work’. XXX shall report on all downtime, however downtime caused by Force Majeure events will not be considered in the statistics for purposes of Service Fee Credits and Bonuses.

	(B)		Report Availability — JHA’s standard of performance for report availability shall be that, over the Measurement Period, ninety-five percent (95%) of all Critical Daily Reports shall be available for remote printing on time without significant errors. A Critical Daily Report shall mean priority group reports that XXX and Client mutually agree in writing are necessary to properly account for the previous day’s activity and properly notify Client of overdraft, NSF, or return items. These Critical Reports shall be listed on a schedule attached to the final conversion plan. A significant error is one that impairs Client’s ability to properly account for the previous day’s activity and/or properly account for overdraft, NSF, or return items. Actual performance will be calculated monthly by comparing the total number of Client reports scheduled to be available from XXX to the number of reports that were available on time and without error. XXX agrees to provide Client with timely reports for all critical performance standards specified in this subsection 13(B).

	(C)		Response Time — JHA’s standard of performance for response time shall be the average total time for the receipt of a response at the Client workstation following the entry of the last required data element by Client. Within sixty (60) days of the implementation of this contract, XXX and Client will develop and implement a test script consisting of a variety of inquiry transactions to determine the average response time of the software at a workstation level. If the tested response time is greater than five (5) seconds on average, XXX will take steps to remedy the problem following written notification by Client. However, if the slow response time is not solely the fault of XXX, Client agrees to change various aspects of Client’s hardware and/or telecommunications configuration, provided that XXX reasonably believes that such are the cause of the slowed response time.

	(D)		ATM Authorizations — XXX will maintain availability of its switch for transaction authorization ninety-eight

			percent (98%) of the time during the Measurement Period.

	(E)		Problem Resolution — XXX will use commercially reasonable efforts to resolve at least eighty percent (80%) of all problems reported to XXX within twenty- four (24) hours from the time the problem is first reported to XXX. XXX and Client agree to cooperate fully in promptly reporting and analyzing the reasons for failure, if any, to meet the goals and objectives of this Agreement. XXX agrees to assist Client in dealing with any third party that may be responsible, and further agrees to make appropriate recommendations to Client for correcting such failures, without regard for whether or not the failure was attributable to XXX. XXX will present to Client a written plan for corrective action regarding those failures directly under JHA’s control.

	(F)		Item Processing Performance Review — If XXX performs Item Processing for Client, Client shall notify XXX of any performance issues/problems and XXX shall immediately begin to address same, provided however that XXX shall have ninety (90) days to correct any problems. The three main problem areas in item processing are outlined below with the goals that XXX will attempt to meet:

	1)		Proof Encoding Errors — Client will prepare and present proof work in accordance with JHA’s standards and work preparation guidelines. Provided Client has fully followed said standards and guidelines, XXX shall establish a goal of having an error rate of not more than one error per every 2,500 items encoded. XXX shall report to the Client monthly the volumes of items encoded and the errors that were identified during that month.

	2)		Cash Letter Deadlines — XXX shall make every effort to meet cash letter deadlines for all pre-encoded (qualified) work received two (2) hours prior to that deadline, four (4) hours for non-encoded work. XXX will attempt to meet deadlines for all items received after the two hour/four hour deadline, but makes no guarantees. The bank shall be notified each morning of any amounts that did not make the deadlines from the previous night.

	3)		Statement Preparation — XXX shall prepare statements and have them ready to mail within three (3) business days of the statement cycle date. All cripple statements will receive an additional two (2) days to locate the item or items that are missing and mail the statement. If the missing item can not be located, an image will be printed and inserted in the statement.

	(G)		Service Fee Credits and Bonuses — In the event JHA’s standard of performance falls below the prescribed level of performance for critical performance standards (Sub-sections A, B, C, and F above) over the prescribed Measurement Period, XXX shall promptly credit against Client’s next invoice for Services three percent (3%) of the fee for the applicable service until such time as the performance levels exceed the minimum level of performance. If any cash letters are delivered late to clearing houses due solely to problems that are the responsibility of XXX, XXX will credit Client’s monthly processing invoice for the appropriate interest amount based on the current Fed Funds rate.

			In the event JHA’s standard of performance exceeds the prescribed level of performance for all critical performance standards (Sub-sections A, B, C, and F above) during each month, XXX will receive a credit of 1% of the fee for the applicable service to be used against future performance shortfalls as described in the preceding paragraph.

14.		BILLING AND PAYMENT FOR SERVICES

		Client agrees to accept the Services and equipment described in this Agreement and in the attached Exhibit “A” and Exhibit “B”(If applicable) and to pay XXX all amounts due hereunder in accordance with such Exhibits. Following the end of each billing period, XXX shall xxxx Client for all amounts due XXX hereunder for such billing period (including, but not limited to, all standard repetitive charges, all charges for additional requested Services, and other charges incurred by the Client whether contemplated by this Agreement or agreed to by independent written contract or verbal contract or otherwise requested). JHA’s billing terms are payable net 30 days from the date of invoice. Client will pay XXX 1.5% interest per month (18% annually), plus all attorney fees and expenses actually incurred by XXX in collecting any delinquent or past due fees, payments or reimbursements of any kind due XXX by Client. XXX reserves the right to halt the delivery of any Software, equipment or services if Client is delinquent in the payment of any amounts due XXX, except where such amounts are, in the good faith judgment of XXX, legitimately in dispute.

15.		MAGNETIC INK CHARACTER RECOGNITION

		XXX requires that the magnetic ink character recognition (MICR) line printed on certain Client input documents conform to standards acceptable to XXX. XXX shall not be liable for failure of its equipment to read Client’s input documents, nor for any subsequent errors in transmission of data or printed listing if the MICR specifications are not adhered to. Items returned in error or processed in error due to the inability of XXX equipment to read unacceptable MICR of any of Client’s input documents shall be the sole liability of Client. Upon request, XXX will furnish Client with detailed specifications for acceptable MICR standards.

16.		SEVERABILITY

		If any provision of this Agreement or the application of any provision to either party or third person should be held invalid by a court of law, the remainder of this Agreement or the application of such provision to the parties or third parties other than those to which it is held invalid, shall not be affected thereby and shall remain in full force and effect.

17.		ENTIRE AGREEMENT

		This Agreement, including all attached exhibits constitutes the sole and entire Agreement between XXX and Client pertaining to the provision of subject Data Processing Services and supersedes all prior agreements and understandings of the parties in connection therewith.

		XXX makes no representations or warranties, expressed or implied, by operation of law or otherwise, except those expressly stated herein. This Agreement shall not be modified, amended, rescinded or waived in whole or in part except by a duly executed written document signed by the parties.

		This Agreement and the exhibits and schedules attached hereto shall be governed by the laws of the State of Missouri, and the rules and regulations of the appropriate financial institution regulatory agencies. The parties hereto bind themselves and their successors and assigns to the faithful observance and performance of this Agreement and the terms and conditions hereof; provided that the Client shall not assign its rights hereunder without the prior written consent of XXX.

18.		NOTICE

		Any notices under this Agreement shall be written and shall be deemed delivered when actually received, or five days after they are deposited with the United States Postal Service, certified mail return receipt requested, or with a recognized national courier service with return receipt requested, when addressed to the other party at its above address, which may be changed by written notice.

19.		AUDIT RESPONSIBILITY

		XXX shall cause to be performed, on an annual basis, a third party operational review of its data processing centers. A copy of the most recently completed audit for Client’s servicing center will be made available upon written request to the manager of the center. XXX shall, upon request, schedule a mutually convenient time whereby Client audit representatives may visit the processing center for further audit needs. Reasonable expenses incurred by XXX on the Client’s behalf during the course of such examination may, at JHA’s sole discretion, be charged to Client by XXX with itemized accounting of such expenses.

		Client shall review on a daily basis any audit, maintenance and exception reports available from XXX.

20.		TIME FRAMES FOR RECEIPT AND DELIVERY OF WORK

		XXX shall make available the following:

	•		Access to on-line files between 7:00 A.M. and 7:00 P.M. daily.

	•		Access to print spool files for initiating of report printing at Client location between 6:00 A.M. and 7:00 P.M. daily.

Additional access to on-line and print files may be made available upon request by Client.

Client shall make data available to XXX for daily processing as follows:

	•		Maintenance transactions for new and existing Client customers by 7:00 P.M.

	•		MICR data file transmissions for items processed and captured by Client or a third party processor by 7:00 PM. Later availability times may be made available on written request by Client for exception conditions. Late delivery of these items will result in the assessment of additional fees by XXX.

XXX recognizes that availability of certain data required for processing of Client’s work (such as ATM and ACH transactions) may not be under Client’s direct control. XXX will make reasonable efforts to accommodate the processing time frames of these other providers.

For Clients utilizing backroom check processing services of XXX, a courier pickup and delivery schedule will be developed prior to implementation to allow for adequate check clearing time frames.

21.		NOTIFICATION OF CHANGES

		XXX shall notify Client in advance of any changes that would affect Client procedures, system access or functionality, reports, or processing time frames.


		ADDENDUM TO: DATA PROCESSING SERVICES AGREEMENT (Check 211) DATE: January 31, 2006

OFFICE ADDRESS:
XXXX XXXXX & ASSOCIATES, INC.
000 XXXXXXX 00 • P. O. XXX 000
XXXXXX, XX 00000

NAME AND ADDRESS OF CLIENT:
Reliance Bank
00000 Xxxxxxxxxx Xxx
Xxx Xxxxx, XX 00000

WHEREAS, Xxxx Xxxxx & Associates, Inc., (XXX) and the undersigned CLIENT entered into a Data Processing Services Agreement (‘Agreement’); and

WHEREAS, XXX will furnish said Additional Services to Client which will be installed on JHA’s Service Bureau computer for Client’s use; and

WHEREAS, said Agreement is adopted, ratified and incorporated herein by reference by XXX and Client, and shall govern the furnishing and use of said Additional Services, however, in regard to the Additional Services the terms and conditions contained in this Addendum shall apply and shall prevail over any conflicting or contradictory terms in the Agreement; and

WHEREAS, Client has executed JHA’s Check 21 Exchange Services Agreement and shall continue its receipt of services under said agreement throughout the term of this Addendum; and

WHEREAS, Client requests XXX to furnish the following Additional Services:


QTY		Description	One Time Fee		Monthly Fee
	1	XXX Check21 Cashletter	$	1,000.00	$	300.00
	1	XXX Check21 Exception Processing	2,500.00			275.00

		Total	$	3,500.00	$	575.00


Description	Price
Check21 Transit Document Retention (90 Days)		0.0100
Image Exchange Access and Archive		0.0150
Photo Copy Printing		0.0800

IN WITNESS WHEREOF, the parties thereto cause this Addendum to be duly executed and effective as of the date first above written.


XXX:		CLIENT:
XXXX XXXXX & ASSOCIATES INC.		Reliance Bank

By:	/s/ Xxxxx XxXxxxxx	By:	/s/ Xxxx X. Xxxxxxxxx

Print/Type Name Xxxxx XxXxxxxx		Print/Type Name Xxxx X. Xxxxxxxxx
Title:	General Manager	Title:	President
Date: 2/15/2006		Date: 2/8/06


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Xxx Xxxxxx 00001733/JF/AO


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TERMS AND CONDITIONS

1. Definitions.

In addition to other terms defined elsewhere in this Addendum, the following terms shall have the following meanings when used in this Addendum, unless the context clearly requires otherwise:

a) “Products”: mean the Processing Services, computer software programs, Documentation, XXX-supported files and databases utilized by XXX, Additional Products (as defined below), and any modifications, revisions, enhancements, or updates to any of the foregoing.

b) “Documentation”: means the documentation for XXX Processing Services provided to Client, as amended from time-to-time.

c) “Check 21”. Check Truncation Act for the 21^st Century. This is the legislation signed into law on October 29, 2003 that defines a Substitute Check (SC) as legal tender in place of an original check.

d) “CheckClear LLC”: Parent company that has developed the Endpoint Exchange clearing network and related products.

e) Endpoint Exchange (EE): Product name for software and clearing network created by CheckClear LLC. EE provides the software and services that enable the clearing of images through NCHA, along with settlement services.

f) NCHA: The National Clearinghouse Association. A nationwide check clearinghouse that was organized to effect, assist, promote, supervise and regulate the daily and other exchanges and settlements among its members of checks and other items.

g) NCHA Member: A national member of NCHA operating under the National Rules as published by NCHA.

h) National Consolidator: A National Consolidator is a member of NCHA that has elected to form a mini-clearing house within NCHA

i) Image Clearing: The practice of exchanging files containing check images between financial institutions for settling funds in place of actually exchanging paper checks between financial institutions for settling funds.

j) Deposited Item: Individual check images deposited into a financial institution that is sent to EE for image clearing.

k) Inclearings: Those items presented to NCHA for settlement, either through a member or National Consolidator that are drawn on another member of NCHA. Items would be considered “inclearings” to the “drawn-on” member.

1) Substitute Check or Legally Equivalent Substitute Check: This is an item that was converted into an image, but had to be re-converted back into a piece of paper.

m) In District: Location of origin of a deposited item. An item is considered “In District” if it was originated within the same Federal Reserve District as the institution in which it was deposited.

n) Out of District: Location of origin of a deposited item. An item is considered “Out of District” if it was originated within a different Federal Reserve District than the institution in which it was deposited.


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o) On-We: A designation for items drawn on any institution within that particular National Consolidator’s membership.

p) Check 21 Exchange: A mini-clearing house established within NCHA by Xxxx Xxxxx. As a mini-clearinghouse, items are settled and exchanged within a separate server and software application prior to being forwarded to NCHA for settlement.

q) Check 21 Cash Letter: Software module developed by Xxxx Xxxxx to interface with EE for Image Clearing through NCHA. The Check 21 Cash Letter (21CL) module would provide interface and communications between EE, check image software (XXX and non-XXX) and the XXX core solutions.

r) EPM/SC Module Software: module developed by Xxxx Xxxxx to provide Exception Processing capabilities with respect to CHECK 21. Types of capabilities would be the creation and printing of SCs and the reconciliation functions required to process returned items and posting functions between the item processing software and the core deposit system.

s) “Additional Services”: means the computer data processing services provided by XXX to Client in accordance with this Addendum and may include terminal driving, electronic authorization, links to Networks, transaction switching, and other support services described in Exhibit A attached hereto.

2. JHA’s Reliance on Client’s Instructions.

In general, XXX will expect to receive any necessary instructions, information or data from Client. However, it is contemplated that data, information or certain instructions from time to time may be transmitted directly to XXX by third parties on behalf of Client. XXX agrees to respond to such data, information and instructions from third parties when it is customary for such to be provided in that manner. XXX shall be entitled to reasonably rely upon any data, information or instructions provided hereunder.

3. Client Duties and Responsibilities.

a) Third Party Products and Processing Services.

(i) In order to receive the Processing Services under this Addendum Client will be required to sign an agreement with the NCHA to become an NCHA Member. Client agrees to comply with the terms of all applicable NCHA and EE Client (or its successors) agreements, all applicable rules and regulations, and to pay any fees imposed by any necessary third party service providers with respect to Client. Client shall indemnify, defend and hold XXX harmless from any fees, costs, liability or obligation to the third party service provider arising out of any such agreement or otherwise, unless XXX has specifically assumed such fees, costs, liabilities or obligations hereunder, and notwithstanding any provision of any such “processor” or other agreement signed by XXX. It is understood and agreed that any sponsorship for Client under this Addendum shall be coterminous with this Addendum; provided, however, that both parties shall comply with any applicable operating rules and regulations and all applicable laws after any termination of any sponsorship provided for pursuant to this Addendum.

(ii) Changes to the Processing Services. If any necessary third party service provider mandates changes to the Processing Services, or changes are required to or because of the Check 21 law or its interpretation as used for the Processing Services, then this Addendum shall be amended to incorporate said changes.

b) Cooperation. The obligations of XXX under this Addendum are subject to and conditioned upon the cooperation and timely performance by Client of its obligations, including but not limited to compliance by


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Client with any requirements contained in the Documentation.

c) Financial Obligations. Client will maintain account(s) within their own institution or with such financial institutions as may be required for sponsorship and to maintain such balances as may be required for settlement of transaction activity, authorized adjustments or any other financial obligations arising under the Processing Services.

d) Client is responsible for reviewing its monthly billing for Services provided by XXX. In the event that Client does not report any discrepancy with said billing or challenge any charges in writing on any xxxx within ninety days of the bills presentation to Client then Client shall be deemed to have waived any correction of such non reported and/or non challenged errors and XXX shall have no further obligations relating to said billing.

e) Client is responsible for making true and accurate copies of the items to be processed under this Agreement prior to providing said items to XXX for Services related to said items. Client shall be required to maintain said copies of the items to be processed in an industry standard format for the duration of time mandated by law and uniform banking practice.

4. Payment.

In accordance with the terms described in this Addendum Client agrees to pay upon presentation by XXX of an electronic funds transfer debit for such amount, the then applicable charges for the additional Services covered thereby. Unless specified otherwise, all amounts are due when the Processing Services have been completed. XXX shall provide an invoice to the Client for review prior to initiation of the electronic funds transfer debit. Set-up fees and annual fees will be invoiced and are payable in advance. Amounts outstanding after the due date are subject to an interest charge to date of payment of the lesser of 18% per annum or the highest legally allowable rate. In addition to fee increases due to increases in necessary third party services or other associated transaction fees, XXX may adjust its fees annually, upon at least sixty (60) days written notice; provided no such increase, except with respect to rates for professional services, shall exceed 10%. Notwithstanding the foregoing, unless otherwise specified in Exhibit A, XXX reserves the unrestricted right to charge Client the amount of any increases in third party telecommunications charges (plus any JHA’s service charge), Network pass-through fees or other such expenses incurred on behalf of Client by XXX. Additionally XXX reserves the right to immediately terminate Processing Services under this Addendum and to terminate this Addendum if any amount due hereunder shall not be paid via ACH within (5) five days of its original ACH transfer attempt or if any ACH payment due under this Addendum is reversed without written notice to XXX of said reversal and JHA’s written acceptance of said reversal.

5. Changes to Processing Services.

XXX reserves the right to modify the Processing Services provided during the term of this Addendum. In the event of a modification that materially degrades the quality or performance of the Processing Services to Client, and said degradation has not been corrected by XXX within ninety (90) days of written notice to XXX of said degradation, Client may cancel the Addendum within thirty (30) days of the receipt of updated Documentation describing the modification, without penalty, effective sixty (60) days after receipt by XXX of written notice of termination from Client.

XXX and Client will, subsequent to the execution of this Addendum, enter into a separate written agreement which will determine the applicable schedule for the delivery of Services to be performed under this Addendum.

6. Warranties.

Client’s Remedies and Limitation of Liability. XXX and Client acknowledge that circumstances could arise entitling Client to damages or rescission arising from performance by XXX of its obligations hereunder or a failure by XXX to perform its obligations and have agreed in all such circumstances that Client’s remedies and JHA’s liabilities will be limited to those set forth in this Addendum.

Client shall provide XXX with all documentation necessary to prove any claimed loss by Client. XXX shall not be liable for any loss which is settled or compromised by Client without prior written consent of XXX. At the request of XXX, Client shall transfer and assign to XXX all rights and remedies of Client with


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respect to any claim which is ultimately paid by XXX.

The warranties contained herein shall be divided into the following categories:

Equipment:

XXX shall use software and current equipment such as is indicated by JHA’s specific needs and Industry standards. All equipment shall be maintained in a reasonable fashion which shall be compliant with industry standards. Except for errors caused by a material breach of the Equipment warranty XXX shall not be liable to Client or to any third party, including, but not limited to, customers of Client, for errors resulting from defects or malfunctions of the mechanical or electronic equipment used in performing its Processing Services hereunder.

Processing:

XXX warrants to provide the Processing Services under this Addendum in a competent manner consistent with industry standards. In the event that the Processing Services provided by XXX shall fail to meet the foregoing standard XXX shall diligently and in good faith attempt to correct the Processing Services without additional cost to Client. If within a reasonable time XXX is unable to correct the Processing Services, Client shall be entitled to an equitable reduction in fees paid to XXX for the defective Processing Services. Client shall not expect XXX to provide any conforming Processing Services without compensation. The remedies herein in regard to price reductions are exclusive.

XXX shall not be liable for delays or failures in the performance or completion of any of its obligations under or with respect to this Addendum beyond its reasonable control including, but not limited to, delays caused in whole or in part by acts of civil or military authority, riots, epidemics, war, governmental regulations, fire, hurricanes, flood, insurrection, catastrophes, failures of transportation, communications or power supply, unavoidable mechanical difficulty with its computer equipment, acts of God, or other causes beyond its control or due to third parties.

XXX shall not be liable or responsible to Client or to any third party, including, but not limited to, customers of Client, for any consequential, special, indirect, or incidental damages, even if XXX has been advised of the possibility of such damages. Any liability of XXX to Client resulting from failure to comply with the terms of this Addendum wherein XXX shall become legally obligated to pay for damages resulting from any claim arising from this Addendum shall be limited to the actual damages suffered by Client and under no circumstances shall the total aggregate liability of XXX under this Addendum exceed the lesser of either i)the fees paid by Client to XXX during the previous twelve months of this Addendum less the various expenses and pass through costs defined on Exhibit A; or ii) $10,000.00 during the term of the Addendum.

IN NO EVENT SHALL XXX BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF PROFITS, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND OR NATURE. XXX WILL NOT AS A PART THIS AGREEMENT PRINT ANY SUBSTITUTE CHECKS. IF CLIENT PRINTS ANY SUBSTITUTE CHECK(S) THEN CLIENT SHALL BE WHOLLY LIABLE FOR ALL CHECK 21 WARRANITES AND APPLICABLE IMDEMNIFICATIONS ASSOCIATED WITH SAID PRINTED SUBSTITUTE CHECK(S). ADDITIONALLY XXX SHALL NOT BE LIABLE FOR THE DUPLICATIVE PRESENTMENT WARRANTY OR ANY SUBSITUTE CHECK INDEMNITY AS THEY MAY ARISE UNDER CHECK 21. XXX SHALL ONLY BE RESPONSIBLE FOR THE LEGAL EQUIVALENCE WARRANTY UNDER THIS AGREEMENT IF XXX IS THE PARTY WHO DOES THE INTIAL CONVERSION OF CLIENT’S ITEMS TO A SUBSTITUTE CHECK AND IN NO EVENT SHALL XXX BE LIABLE FOR ANY SUBSEQUENT DEGRADATION TO SAID SUBSTITUTE CHECK WHICH MAY OCCUR DUE TO THE HANDLING OF ANY THIRD PARTY. THE FOREGOING WARRANTIES SET FORTH IN THIS ADDENDUM ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE.

The forgoing warranties set forth in this Addendum are in lieu of all other warranties, express or implied, whether of merchantability, fitness or otherwise. Client agrees that XXX shall have no duty of


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indemnity or contribution for a third party claim arising from the use of the Products or JHA’s performance or non-performance of any Processing Services hereunder.

Client acknowledges and agrees that the damage and liability limitations set forth in this Section 6 are reasonable in light of all present and reasonably foreseeable events and the possible amount of actual damages to Client. The limitations set forth in this Section 6 will survive termination of this Addendum notwithstanding Client election to rescind or otherwise be discharged from this Addendum.

7. Third Party Providers and Subcontracting.

Client understands and agrees that XXX will use third party products and services in connection with providing the Services. Some providers may from time to time have certain additional terms and service levels which may impact Client XXX shall use its best efforts to provide Client 30 days prior notice of any changes in third party terms and Client may terminate this Addendum if any such changes substantially and negatively impact Client. Notice of any such termination must be given in writing to XXX within 20 days after receipt of the notice of change in third party terms and such notice shall set forth in detail the negative impact to Client.

8. Infrastructure.

In order to receive these Services Client shall be required to utilize software licensed from XXX which is associated with the Services and Client shall receive the Services via a virtual private network (VPN) which XXX shall establish for Client under this Addendum.

9. Merchant Interaction.

Client shall have sole and exclusive responsibility for sales and marketing services to merchants including but not limited to arranging for hardware shipment, delivery, installation, proposing rollout schedules to XXX for JHA’s approval, ensuring compliance by merchants with applicable rules and regulations, handling of all adjustments and chargebacks, XXX does not as a result of this Addendum agree to undertake any direct relationship or privity with any merchant or third party. In the event that Client requests that XXX interact directly with any such merchant behind Client to an extent beyond JHA’s provision of the Processing Services hereunder, Client shall compensate XXX for such interaction on a time and materials basis.

10. Equipment Return. Any equipment provided by XXX and placed at the Client’s site during the term of this Addendum must be returned at termination of this Addendum at the expense of Client. Client will pay to XXX an amount equal to the fair market value of any equipment not returned to XXX within thirty (30) days after termination. Equipment may include, but is not limited to: ATM modems, JHA’s workstations and other telecommunications equipment. If Client changes the Processing Services provided to Client under this Addendum and said change results in Equipment, communications systems and lines which will no longer be needed, the Client shall bear all fees associated with said items including but not limited to buyouts of the contracts and leases and termination fees associated therewith as applicable.

11. Expiration of Offer.

This offer for Products in this Addendum will expire if not executed by the Client and returned to XXX within sixty (60) days from the date first listed above.

12. Fees.

Client guarantees payment of all the above fees to XXX, together with reimbursement of sales/use taxes (if any), and all XXX actual out-of-pocket expenses including, but not limited to travel, lodging, meals, telephone, postage, and shipping costs. The Monthly and Install Fees for Additional Services starts when Additional Services are installed. The initial Monthly Fee will be prorated from the start date through the end of the month of installation.

13. Entire Agreement.

This Addendum and said Agreement shall be governed by the laws of Missouri, and contain the entire agreement between the parties with respect to the transactions contained herein, and they may be modified or changed only by a written instrument signed by all parties hereto. This Addendum term shall be coterminous with said Agreement.

14. Conflicts.

If there is any conflict between the terms of said Agreement and this Addendum, this Addendum shall prevail.


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15. Client’s Assurances.

Client covenants to XXX as follows:

a. Said Additional Services will be used only to process Client’s own data, and for no other use or purpose.

b. Client has and will treat all intellectual property, software and documentation of XXX and provided for in said Agreement and this Addendum, with absolute confidentiality.


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Attached C Exhibits: