**Exhibit 10.6**

 

**Master Services Agreement**

 

This Master ServicesAgreement (the “Agreement”) is entered into as of September 12,2008 (the “Effective Date”) by and between First Covenant Bank, aGeorgia banking association (“Vendor”) and First Century Bank, anational banking association (“Client”). In consideration of the mutual agreements contained herein, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:

 

# ARTICLE1

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SERVICES

 

## Section 1.1                                      General.  This Agreement establishes the general termsunder which Vendor will provide to Client certain services as provided in Schedule1.1 to this Agreement and any additional schedules for services that maylater be agreed to in writing by the parties and attached hereto (the “Services”).  The conversion and implementation of theServices will be conducted according to the then current version of the ProjectPlan, which the parties hereby mutually agree to perform, as it may exist fromtime to time.

##  

## Section 1.2                                      Schedules.  Schedule 1.1 and any additionalschedules for services that may later be agreed to by the parties and attachedhereto shall: (i) describe the Services, including, but not limited to,the resources to be provided or obligations to be discharged by Vendor underthe schedule; (ii) describe any obligations of Client related to theServices; and (iii) specify any other terms appropriate to the Servicesand the obligations of the parties.  Anyamendments to this Agreement or to any Schedules (including portion ofSchedules that the parties have agreed may be completed at a later time) shallbe in writing, signed by the parties, dated and refer to the Schedule or otherprovision being amended.

##  

## Section 1.3                                      Change Requests.

##  

### (a)                                  A partydesiring a modification of the Services or Schedule that would affect thescope, pricing or functionality of the Services shall submit a change request (“ChangeRequest”) to the other party.  TheChange Request will set forth in reasonable detail the change requested andimpact on pricing, implementation timing, and Services.  Neither party is obligated to proceed withany Service changes unless and until such change is reflected in a ChangeRequest that is mutually executed by the parties.  The parties shall bear their own expensesassociated with the negotiation of any Service changes or Change Request.  Client shall bear the cost of changes itrequests in systems, applications features, functions or methods that areunique to Client.

###  

### (b)                                 If Clientrequests any services not covered by the fees listed on Schedule 2.1,Vendor shall submit to Client a written estimate of the fees for suchadditional services before performing such additional services.  If Client approves such fee estimate inwriting, Client shall pay Vendor fees for such additional services properlyperformed as set forth in Section 2.1 hereof.

 

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## Section 1.4                                      Delivery System. Vendor shallprovide the Delivery System necessary to provide the Services, includingtelecommunications and electronic data transmissions to and from the locationwhere the care, custody and control of such communications are transferred fromClient to Vendor.  Vendor shall encryptall data sent and received electronically as required by Client.  Vendor shall notify Client of any securitybreaches or other intrusions into or breaches of the Delivery system used toperform the Services as soon as possible but in any event within twenty-fourhours of such occurrence.

##  

## Section 1.5                                      ServiceImprovements.  Inproviding the Services, Vendor agrees to use commercially reasonable efforts to(i) meet industry standards; and (ii) continually seek to adoptimprovements, enhancements and updates to reduce costs.

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## Section 1.6                                      ResourceAllocation.  The partiesagree that Vendor may also provide services similar to the Services to othercustomers and share communications and facilities, infrastructure and otherresources with other customers, but not to the extent a Schedule provides fordedication of such resources to Client.

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## Section 1.7                                      Vendor Training.  Vendor agrees to provide to Client personneltraining regarding the Services, including, but not limited to, implementation,conversion, operations and changes in the Services, in a manner and degreereasonably satisfactory to Client.

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## Section 1.8                                      ScheduledOutages.  Vendor shall give Clientreasonable prior written notice of the times and durations of scheduled outagesfor preventative maintenance and shall notify Client of all other outages andinterruptions in the Services as soon as practicable.

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# ARTICLE2

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PAYMENT

 

## Section 2.1                                      Fees.  Client shall pay Vendor the fees set forth inSchedule 2.1 (“Fees”) for Services properly performed and invoiced.  All Fees will be computed through the lastcalendar day of each calendar month and are due and payable by the 20th day of the following month.  All fees will be subject to at least annualreview for price adjustments; provided, however, such price adjustments shallnot exceed a 10% increase at each annual review.

##  

## Section 2.2                                      InvoiceDisputes.  Client maydispute invoiced amounts or billing errors and/or credits under this Agreement,and withhold the disputed amount while the parties negotiate to resolve thedispute.  Client shall not be in defaultunder this Agreement if Client reasonably disputes the fees as provided in thisSection 2.2, and if Client pays invoiced amounts which are not indispute.  To do so, Client shall informVendor of the basis for such dispute in writing as soon as reasonablypracticable after discovering the facts forming the basis for such dispute, andClient and Vendor shall use reasonable efforts to resolve such dispute withinten (10) days.  Pending such disputeresolution, the parties shall continue to meet their other obligations underthis Agreement.  In the event the partiesare unable to resolve such dispute within ten (10) days, either party maythereafter refer the matter to arbitration pursuant to Section 12.14hereof.

 

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## Section 2.3                                      Taxes.  Client agrees to pay Vendor the federal orstate sales, use, or excise taxes which are measured directly by payments madeunder this Agreement and are required by law to be collected by Vendor fromClient.  If Client pays any tax to Vendorand the tax is later determined not to be due or is subject to a refund, Vendorshall promptly refund the amount thereof to Client.

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# ARTICLE3

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TERM AND TERMINATION

 

## Section 3.1                                      Term.  This Agreement shall commence as of theEffective Date and, subject to the termination provisions provided in thisAgreement, shall continue in effect for 12 months.  This Agreement shall automatically renew forsuccessive periods of 12 months unless (i) either party provides writtennotice of its intent to terminate the Agreement 30 days prior to the end of thethen-current term; or (ii) this Agreement has been terminated earlier byone or both of the parties as provided in this Agreement.  It being understood that if propernotification is not given, the term will automatically be renewed for one year.

##  

## Vendor and Client will meetquarterly to determine appropriate procedural or service changes which need tobe made under this contract.

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## Section 3.2                                      Termination byClient.  Notwithstanding anything tothe contrary, Client may terminate this Agreement at any time for any reason bygiving notice to Vendor in writing at least 30 days prior to the effective dateof termination.  Article 9references the process by which the termination will occur.

##  

## Section 3.3                                      Termination byVendor.  Notwithstanding anything tothe contrary, Vendor may terminate this Agreement at any time for any reason bygiving notice to the customer in writing at least 30 days prior to theeffective date of the termination.  Ifthis Agreement is terminated by Vendor, all deconversion data shall bedelivered to Client and all deconversion charges will be waived.  Article 9 references the process bywhich the termination will occur.

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# ARTICLE4

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VENDOR PERSONNEL

 

## Section 4.1                                      Vendor Key Individual.  Vendor shall assign key individuals to overseeand manage the performance of Vendor’s obligations under this Agreement andshall serve as Vendor’s primary point of contact with Client.  Client will be notified regarding any replacementof key individuals.  The initial keyindividual for Vendor is Michelle Harold, and the initial key individual forClient is Kurt Hansen.

##  

## Section 4.2                                      Client Policies.  Vendor agrees to comply with, and to requireits representatives who are assigned to perform the Services to comply withClient’s information security policies, guidelines and standards, as amendedfrom time to time.

 

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# ARTICLE5

 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR

 

Vendor represents, warrantsand covenants that:

 

## Section 5.1                                      Vendor isvalidly organized and existing under the laws of its state of incorporation andhas full power and is qualified to do business at the location(s) whereServices are provided, and has full power and authority to execute and deliverthis Agreement, which constitutes a legal, valid and binding agreement ofVendor enforceable in accordance with its terms, and to perform the Servicesdescribed herein.

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## Section 5.2                                      This Agreementdoes not conflict, breach or cause a material default of its organizationaldocuments or any agreements or other obligations to which it is a party.

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## Section 5.3                                      Vendor is andat all times during the term of this Agreement will be in compliance in allmaterial respects with Laws and Regulations applicable to Vendor and/or Clientin connection with the Services; provided, however, if compliance with changesin such Laws and Regulations would materially increase Vendor’s costs ofproviding the Services, the parties shall promptly meet to consider the availableoptions, including sharing of such costs, and if a commercially reasonable,cost-effective solution is not available, Client may terminate this Agreementpursuant to Article 3.  Each partyshall notify the other of any changes in Laws and Regulations which mayadversely impact the Services and Vendor, and subject to the precedingsentence, shall make all changes necessary to the Services to comply with allLaws and Regulation.

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## Section 5.4                                      Vendor shallgenerate, retain and provide Client with such reports, data and files in suchformats as Client reasonably requires to comply with requirements of applicablelaws and regulations, its regulatory bodies and its auditors and to determinecompliance by Vendor and Client with their obligations herein.

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## Section 5.5                                      Vendor, itsagents and its representatives will at all times comply with Client’s policiesregarding outsourced system and data security, as they exist from time to timeand as such policies are provided in writing to Vendor.

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# ARTICLE6

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REPRESENTATIONS AND WARRANTIES OF CLIENT

 

Client represents andwarrants that:

 

## Section 6.1                                      Client isvalidly organized and existing under the laws of the United States of Americaand has full power and authority to execute and deliver this Agreement, whichconstitutes a legal, valid and binding agreement of Client enforceable inaccordance with its terms, and to perform the Services described herein.

 

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## Section 6.2                                      This Agreementdoes not conflict, breach or cause a material default of its organizationaldocuments or any agreements or other obligations to which it is a party.

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## Section 6.3                                      Client is andat all times during the term of this Agreement will be in compliance with Lawsand Regulations applicable to Client a violation of which might have a materialadverse effect on Vendor’s provision of Services.

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# ARTICLE7

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RECORDKEEPING AND AUDITS

 

## Section 7.1                                      Client’s Audits.  As reasonably requested by Client, or asrequested by Client’s regulators, Vendor shall cooperate with Client and itsinternal or external auditors for the purpose of Client’s regulatory compliancewith respect to the performance of the Services provided by Vendor to Clienthereunder.  Promptly following any suchaudit, whether conducted by Client’s internal or external auditors, Client willinstruct its auditors to conduct an exit conference with Vendor and provideVendor as soon thereafter as reasonably possible a copy of each report preparedas a result of such audit examination relating to the Services, whether indraft or final form.  Vendor shall begiven the opportunity to review and comment on any reports reflectingnegatively on the Services before such report(s) are finalized.  Vendor shall cause its representatives tocooperate in the same manner as Vender is required by this Section.  Client shall maintain the confidentiality ofany report pertaining to Vendor and shall not provide such report to any thirdparty, except as required by any Laws or Regulations.

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## Section 7.2                                      CorrectingDeficiencies.  Should anaudit (including any examination by any regulatory authority) reveal unresolvedmaterial deficiencies without a management plan to correct them, Client mayrequire Vendor to promptly provide a management plan to cure the deficiency andto provide documentation to demonstrate such cure to Client’s reasonablesatisfaction.  Vendor shall bear thecosts of the management plan and of any required remedial action.

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## Section 7.3                                      Reimbursementfor Modifications.  Clientshall reimburse Vendor for any pre-approved, written agreed upon costs incurredby Vendor in developing customized programs or modifications to programs tosatisfy the requirements of Client or Client’s independent auditors, includingthe cost of the computer time to run said programs.  It is further agreed that such customizedprograms or modifications become the property of Client, but Vendor shall havethe right to use said programs or modifications in its own business.

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# ARTICLE8

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CONFIDENTIALITY

 

## Section 8.1                                      Confidentialityof Data.  All records transmitted toVendor by Client shall remain the property of Client.  Vendor shall consider all informationtransmitted to it by Client to be of a confidential nature and Vendor shall useits best efforts to keep such information confidential, including the use ofreasonable care to prevent unauthorized access to information transmitted byClient pursuant to this Agreement.

 

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# ARTICLE9

 

DECONVERSION AND TERMINATION PROCESS

 

## Section 9.1                                      ContinuedPerformance.  If eitherparty terminates this Agreement or any of the Services, Vendor shall (i) continueto perform the applicable Services until Client completes the transfer of theterminated Services from Vendor for up to 3 months after the termination date;provided, however, Client has the option to extend the 3 month period for anadditional period of 3 months by providing written notice to Vendor; and (ii) cooperatewith Client in arranging for said transfer of Services.  All obligations and restrictions under thisAgreement shall continue until the deconversion services end or as otherwiseagreed by the parties.

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## Section 9.2                                      Return ofClient Files.  Beforeexpiration or termination of this Agreement, Vendor shall return Client’sinformation and other property, including, but not limited to, data in amachine readable format requested by Client and files as Client may requestalong with such information and assistance as is reasonable and customary toenable Client to transfer the Services.

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# ARTICLE10

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INDEMNIFICATION; DUTY OF CARE; LIMITATIONS OF LIABILITY; RESTRICTIVECOVENANTS

 

## Section 10.1                                Vendor’s Dutyof Care.  Vendor shall exercisereasonable care in performing its duties under this Agreement and Vendor shallbe liable for loss, destruction or damage of materials supplied by Client onlyif due to the negligence of, or breach by, Vendor, and then only to the extentof restoring the loss, destroyed or damaged materials; provided suchrestoration can reasonably be performed by Vendor and Client furnishes Vendorwith all source data necessary for such restoration.

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## Section 10.2                                MutualIndemnification.  Client andVendor shall respectively fully indemnify and hold the other harmless from andagainst any and all losses, claims, demands, actions, damages, liability,costs, or expenses, including reasonable attorney fees actually incurred,arising from, out of, or in connection with, the acts or omissions of suchindemnifying party, and the indemnifying party’s employees, representatives andagents, and the operation of the indemnifying party’s business, in connectionwith such indemnifying party’s performance of this Agreement.  This mutual indemnity shall survive theexpiration or earlier termination of the term of this Agreement, regardless ofthe reason for, manner or method of same.

##  

## Section 10.3                                Calamities andDelays.  Vendor shall not be heldliable for any loss, destruction, mutilation of records, or any expense, damageor liability resulting from any delay in performance of its duties under thisagreement, caused by or attributable to failure or destruction of equipment,fire, hurricanes, flood, theft, Act of God, labor strike, work stoppage orslowdown, civil or military authority, riots, epidemics, war, governmentalregulations, or any event beyond its reasonable control or occurring withoutgross negligence or willful misconduct on the part of Vendor, except as may beprovided in this Article.

 

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## Section 10.4                                LIMITATIONS OFLIABILITY.  NEITHERPARTY’S TOTAL LIABILTY TO THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED TOSUCH PARTY’S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO,MALFUNCTION OF SUCH PARTY’S EQUIPMENT, FAILURE OR NEGLIGENCE OF SUCH PARTY’SEMPLOYEES AND AGENTS, OR DEFECTIVE PROGRAMS SHALL EXCEED THE TOTAL CHARGES PAIDOR PAYABLE BY CLIENT FOR SERVICES PERFORMED BY VENDOR DURING THE TERM OF THISAGREEMENT.

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THE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND FOR VENDOR’SLIABILITY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDEDHEREUNDER AND ANY OTHER PERFORMANCE BY VENDOR UNDER OR PURSUANT TO THISAGREEMENT SHALL BE LIMITED AS SET FORTH HEREIN. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALLOTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  VENDOR SHALL NOT BE LIABLE FOR ANY SPECIAL,INCIDENTIAL, INDRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, SUCHAS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE, DATA, INCREASEDBUSINESS EXPENSES, OR OTHER ECONOMIC LOSS, EVEN THOUGH VENDOR MAY HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, IN CONNECTIONWITH, OR ARISING OUT OF THE EXISTENCE OF, THE FURNISHING, FUNCTIONING OR CLIENT’SUSE OF ANY ITEM OF EQUIPMENT OR SERVICES PROVIDED FOR IN THIS AGREEMENT, OR FORTHE SPECIFIC PERFORMANCE; PROVIDED, HOWEVER, IN THE EVENT OF VENDOR’S BREACH,CLIENT SHALL HAVE THE RIGHT TO “COVER” AS PROVIDED UNDER THE UNIFORM COMMERCIALCODE.

 

## Section 10.5                                NON-DISCLOSURE  During the term of the Agreement and duringthe two (2) year period following the expiration or termination of theterm, regardless of the reason for, manner or method of same (the “Non-DisclosurePeriod”), Client and Vendor shall respectively maintain the other party’sConfidential Information in strict confidence and shall use its best efforts toprevent the unauthorized use, exploitation, release, dissemination, transfer,or disclosure of such other party’s Confidential Information by implementingmanagement and technological security safeguards (including, for illustrationpurposes, audit trails, controlled access user menus, use of encryptionsoftware and confidentiality agreements with employees that have access to suchinformation).  In addition, Client andVendor respectively agree that it shall not, except with the prior writtenconsent of the disclosing party, directly or indirectly, divulge, report,publish, reveal, transfer or disclose any of the disclosing party’sConfidential Information to any other person or entity, nor shall it use,exploit or permit others within its reasonable control to use or exploit suchdisclosing party’s Confidential Information in a way which would be detrimentalto the disclosing party.  “ConfidentialInformation” means information, data and materials which relate to thebusiness, operations, finances, research, developments, or activities of aparty: (i) which has been or are disclosed to the non-disclosing party orof which the non-disclosing has become or becomes aware through the performanceof this Agreement; (ii) which has value to the non-disclosing party and isnot generally known to its competitors; and (iii) which is treated by thenon-disclosing party as confidential, whether or not 

 

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## marked “confidential.”  Notwithstanding the above, “ConfidentialInformation” excludes information: (t) required to be disclosed by courtorder,  provided the non-disclosing partygives the disclosing party reasonable prior written notice so that it may seeka protective order, (u) that was publicly known or available to receivingparty on a non-confidential basis at the time disclosed to the non-disclosingparty by the disclosing party, (v) becomes generally available to thepublic other than as a result of a disclosure by the receiving party, (w) becomesavailable to receiving party from a source other than the disclosing party,without such source being to the receiving party’s knowledge in breach of anapplicable confidentiality agreement, if any, (x) is already in receivingparty’s possession or in the possession of any of its affiliates orrepresentatives, (y) is independently developed by the receiving party,its affiliates or representatives without reference to the confidentialmaterial, or (z) that both parties agree in writing is not confidential.

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Section 10.6                                NON-SOLICITATIONOF EMPLOYEES.  Unless theClient or Vendor consents in writing, duringthe term of this Agreement and for a period of one (1) year following the expiration or termination of theterm of this Agreement, regardless of the reason for or manner or method ofsame, neither party shall, directly or indirectly, on such party’s own behalfor on behalf of any other person, firm or entity, solicit, induce, or divertaway from the other party (or attempt to solicit, induce, or divert away fromthe other party) any person who is at that time, and was, at any time duringthe term of this Agreement: (i) an employee, agent, or independentcontractor of such other party; and (ii) with whom such party had materialcontact during the term of this Agreement, for the purpose of performing forsuch other party any services which are identical or substantially similar tothe services which such person performed for the other party.  Asused in the previous sentence, the term “solicit,” “induce,” or “divert away”shall not include (a) general advertising for applicants for a position(so long as such advertising does not specifically target officers or employeesof the other party), or (b) engaging a recruiting firm to search for andscreen prospects for a position (so long as such recruiting firm is notinstructed to seek officers or employees of the other party).

 

# ARTICLE11

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INSURANCE

 

## Section 11.1                                ClientInsurance.  Clientshall procure and maintain insurance in the form of its Financial InstitutionBond, its Directors and Officers’ Liability Policy and its FinancialInstitutions Reimbursement and Indemnity Policy which shall contain adequateprotection to the Client against internal and external computer theft, lossesand liabilities.  The Client will providecopies of such insurance policies to Vendor if so requested.

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## Section 11.2                                VendorInsurance.  Vendor willmaintain insurance in the form of Financial Bond, Directors and Officers’Liability Policy and Financial Institution Reimbursement and Indemnity Policyextending coverage on its employees and operations.  Vendor will provide copies of such insurancepolicies to Client if so requested.

 

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# ARTICLE12

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MISCELLANEOUS

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## Section 12.1                                DisasterRecovery.  Vendoragrees to provide a back-up site and make necessary arrangements forappropriate systems and equipment to be used in the event Vendor’s computersystems or primary location is inaccessible for an extended period oftime.  The Vendor will provide Clientwith its disaster recovery policy documentation and testing results on anannual basis.

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## Section 12.2                                VendorOwnership of Documentation and Processes.  All specifications, programs, documentation(including manuals, routines, sub-routines or techniques) and original ideas orformulae relating to the Services utilized or developed by Vendor in connectionwith this Agreement are and shall remain the sole property of Vendor, unlessspecifically provided herein.  It isagreed that Client will not copy related materials or divulge the contents ofsaid programs or ideas to any third party without permission for suchdisclosure or use being granted in writing by Vendor.

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## Section 12.3                                Laws andRegulations.  “Laws andRegulations” shall mean all federal, state and local laws, rules, regulations,guidelines, statutes, codes, ordinances, case law, judgments, orders, decreesand/or consent orders applicable to the parties or to the Services.

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## Section 12.4                                Notices.  Any written notice required or permitted tobe given hereunder shall be given in person or upon receipt, as evidenced by areturn receipt or undeliverable of notice, sent via the United States Mail,registered or certified mail return receipt requested, with proper postageprepaid and addressed to the respective party at the address below, or suchother address as such party shall designate, in writing, hereafter:

##  

If to Client:

 

First Century Bank, N.A.

807 Dorsey Street

Gainesville, GA 30501

Attn: Kurt Hansen

 

If to Vendor:

 

First Covenant Bank

680 Engineering Drive, Suite 100

Norcross, GA 30092

Attn: Michelle Harold

 

## Section 12.5                                Applicable Law;Jury Trial Waiver.  ThisAgreement shall be governed by the laws of the State of Georgia without regardto its principles of conflicts of laws.  Each of the parties to this Agreement hereby irrevocably waives allright to a trial by jury in any action, proceeding or counterclaim between themarising out of or relating to this Agreement or the transactions contemplatedhereby.

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## Section 12.6                                Assignment.  This Agreement and all the provisions hereofshall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and 

 

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## permitted assigns butneither this Agreement nor any of the rights, interests or obligationshereunder shall be assignable or transferable by either party without the priorwritten consent of the other party hereto, and any such unauthorized transferwill be void.

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## Section 12.7                                Subcontractors. Vendor maynot utilize third party subcontractors in the performance of services unlesspre-approved by Client (which approval shall not be unreasonably withheld),provided, Vendor may hire temporary employees without Client’s approval. All such subcontractors will be comply with all elements of this agreementincluding but not limited to the confidentiality of client data, and thestandards of care in providing such services to Client.

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## Section 12.8                                Amendments.  This Agreement may be amended at any time bythe mutual written agreement of the parties. Time is of the essence of each and every provision of this Agreement.

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## Section 12.9                                EntireAgreement.  This Agreementand the Schedules attached hereto constitute the entire agreement between theparties with respect to the subject matter hereof and shall supersede allprevious negotiation, commitments and writings with respect to the Services.  No representation or statement not expresslycontained in this Agreement, or incorporated herein by reference, shall bebinding upon Vendor as a warranty or otherwise.

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## Section 12.10                          Severability.  The provisions of this Agreement areseverable, and in the event that any one or more provisions are deemed illegalor unenforceable the remaining provisions shall remain in full force andeffect.

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## Section 12.11                          Title andHeadings:  Titles andheadings to sections herein are inserted for convenience of reference only andare not intended to be part of or to affect the meaning or interpretation ofthis Agreement.

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## Section 12.12                          Execution inCounterparts.  ThisAgreement may be executed in any number of counterparts via facsimile or otherelectronic transmission, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

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## Section 12.13                          Resolution byBoard of Directors.  Aresolution must be passed by the Board of Directors giving the officers ofClient authority to enter into this Agreement as well as any other agreementswith Vendor.  This resolution must giveVendor the authority to permit Regulatory Authorities to examine any records,reports and entries which they may desire to examine, or as prescribed by law,in connection with periodic examinations of Client.

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Section 12.14                          Jurisdiction;Service of Process.  Each party (a) consents to the personaljurisdiction of any state or federal court located in Hall County, Georgia (andany corresponding appellate court) in any proceeding arising out of or relatingto this Agreement, (b) waives any venue or inconvenient forum defense toany proceeding maintained in such courts, and (c) agrees not to initiateany proceeding arising out of or relating to this Agreement in any other court orforum.  Process in any such proceeding may be served on any party anywherein the world.

 

[signatures on next page]

 

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IN WITNESS WHEREOF, theparties have caused this Agreement to be duly executed and delivered as of thedate first above written.

 

 
| CLIENT:                        |                |
|--------------------------------|---------------------|
|                           |                |
| FIRST CENTURY BANK, N.A.       |                |
|                           |                |
|                           |                |
| By:                       | /s/ William Blanton |   |
| Name: William Blanton          |                |
| Title: Chairman & CEO |                |
|                           |                |
|                           |                |
| VENDOR:                        |                |
|                           |                |
| FIRST COVENANT BANK            |                |
|                           |                |
|                           |                |
| By:                       | /s/ Joe E. McCart   |   |
| Name: Joe E. McCart            |                |
| Title:  Chairman of Board      |                |

 

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**Schedule 1.1    Services**

 

**Data Processing**

 

Item 1: Data Processing Services Billing

 

Item 2:  Network Support ServicesBilling

 

**Operational Support**

 

Item 3:  Accounting/TreasuryBookkeeping Services Billing

 

Item 4:  Human Resources ServicesBilling

 

Item 5:  Loan Processing ServicesBilling

 

Item 6:  Operations ManagementServices

 

**Management & Advisory**

 

Item 7:  Compliance Services

 

Item 8:  Accounting Management &Advisory Services

 

Item 9:  Human ResourceManagement & Advisory Services

 

Item 10:  Treasury/InvestmentManagement & Advisory Services

 

Item 11:  Mortgage DivisionManagement & Oversight Services

 

Item 12:  CEO AdministrativeAssistant

 

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