ex101.htm


    Exhibit
10.1

     

    
 

    
      Confidential
Materials omitted and filed separately with the Securities
and Exchange Commission.  Asterisks denote omissions.

       

       

       

      SERVICES
AGREEMENT

       

       

      


       

       

      between

       

       

      


       

       

      Bottomline
Technologies (de), Inc.

       

       

      


       

       

      and

       

       

      


       

       

      Bank
of America, N.A.

       

       

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE OF
CONTENTS

       

       

       

      
        	
                ARTICLE
      1

              	
                PAYMODE
      SERVICES 

              	
                 

              


      

      
        	
                 
      

              	
                1.1

              	
                General 

              	
                 

              


      

      
        	
                 
      

              	
                1.2

              	
                Level
      of Services 

              	
                 

              


      

      
        	
                 
      

              	
                1.3

              	
                Use
      of PayMode System 

              	
                 

              


      

      
        	
                 
      

              	
                1.4

              	
                Customer
      Files 

              	
                 

              


      

      
        	
                 
      

              	
                1.5

              	
                Bank
      Services 

              	
                 

              


      

      
        	
                 
      

              	
                1.6

              	
                Cooperation 

              	
                 

              


      

      
        	
                 
      

              	
                1.7

              	
                Status
      Meetings 

              	
                 

              


      

      
        	
                 
      

              	
                1.8

              	
                Non-exclusive
      Provider 

              	
                 

              


      

       

      
        	
                ARTICLE
      2

              	
                ENHANCEMENTS 

              	
                 

              


      

      
        	
                 
      

              	
                2.1

              	
                Enhancements
      to PayMode System 

              	
                 

              


      

      
        	
                 
      

              	
                2.2

              	
                Product
      Roadmap. 

              	
                 

              


      

      
        	
                 
      

              	
                2.3

              	
                Specific
      Features and Functionality. 

              	
                 

              


      

      
        	
                 
      

              	
                2.4

              	
                Changes
      to the Product Roadmap, Etc 

              	
                 

              


      

      
        	
                 
      

              	
                2.5

              	
                Bank
      Cooperation 

              	
                 

              


      

      
        	
                 
      

              	
                2.6

              	
                [**] 

              	
                 

              


      

      
        	
                 
      

              	
                2.7

              	
                Annual
      Enhancement Value 

              	
                 

              


      

      
        	
                 
      

              	
                2.8

              	
                Delivery
      of General Enhancements 

              	
                 

              


      

      
        	
                 
      

              	
                2.9

              	
                Acceptance
      of Enhancements. 

              	
                 

              


      

       

      
        	
                ARTICLE
      3

              	
                CUSTOMIZATIONS 

              	
                 

              


      

      
        	
                 
      

              	
                3.1

              	
                Development
      of Customizations by Tech 

              	
                 

              


      

      
        	
                 
      

              	
                3.2

              	
                Changes 

              	
              


      

       

      
        	
                ARTICLE
      4

              	
                MAINTENANCE
      AND SUPPORT SERVICES 

              	
                 

              


      

      
        	
                 
      

              	
                4.1

              	
                General 

              	
                 

              


      

      
        	
                 
      

              	
                4.2

              	
                Maintenance 

              	
                 

              


      

      
        	
                 
      

              	
                4.3

              	
                Support
      and Customer Service 

              	
                 

              


      

      
        	
                 
      

              	
                4.4

              	
                [**]
      Project 

              	
                 

              


      

       

      
        	
                ARTICLE
      5

              	
                TRAINING 

              	
                 

              


      

       

      
        	
                ARTICLE
      6

              	
                FEES,
      INVOICING AND PAYMENTS 

              	
                 

              


      

      
        	
                 
      

              	
                6.1

              	
                Invoicing 

              	
                 

              


      

      
        	
                 
      

              	
                6.2

              	
                Invoice
      Requirements 

              	
                 

              


      

      
        	
                 
      

              	
                6.3

              	
                Payment
      Terms 

              	
                 

              


      

      
        	
                 
      

              	
                6.4

              	
                Amounts
      Not Invoiced 

              	
                 

              


      

      
        	
                 
      

              	
                6.5

              	
                Taxes. 

              	
                 

              


      

      
        	
                 
      

              	
                6.6

              	
                Records 

              	
              


      

       

      
        	
                ARTICLE
      7

              	
                SALES
      AND MARKETING 

              	
                 

              


      

      
        	
                 
      

              	
                7.1

              	
                Responsibilities 

              	
                 

              


      

      
        	
                 
      

              	
                7.2

              	
                PayMode
      Marks 

              	
                 

              


      

       

      i

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      8

              	
                INTELLECTUAL
      PROPERTY 

              	
                 

              


      

      
        	
                 
      

              	
                8.1

              	
                Ownership. 

              	
                 

              


      

      
        	
                 
      

              	
                8.2

              	
                Licenses. 

              	
                 

              


      

      
        	
                 
      

              	
                8.3

              	
                Bank
      Information and Tech Information. 

              	
                 

              


      

      
        	
                 
      

              	
                8.4

              	
                No
      Implied Licenses 

              	
                 

              


      

      
        	
                 
      

              	
                8.5

              	
                Representation
      and Warranty 

              	
                 

              


      

       

      
        	
                ARTICLE
      9

              	
                SOURCE
      CODE 

              	
                 

              


      

      
        	
                 
      

              	
                9.1

              	
                Escrow
      of Upgraded Application Software 

              	
                 

              


      

      
        	
                 
      

              	
                9.2

              	
                Original
      Application Software 

              	
                 

              


      

      
        	
                 
      

              	
                9.3

              	
                Updates
      and Verification 

              	
                 

              


      

      
        	
                 
      

              	
                9.4

              	
                Escrow
      Costs 

              	
                 

              


      

      
        	
                 
      

              	
                9.5

              	
                Escrow
      Release Conditions 

              	
                 

              


      

      
        	
                 
      

              	
                9.6

              	
                Escrow
      Licenses. 

              	
                 

              


      

       

      
        	
                ARTICLE
      10

              	
                CONFIDENTIALITY

              


      

      
        	
                 
      

              	
                10.1

              	
                Information
      Exchanges 

              	
                 

              


      

      
        	
                 
      

              	
                10.2

              	
                Confidential
      Information 

              	
                 

              


      

      
        	
                 
      

              	
                10.3

              	
                Exclusions 

              	
                 

              


      

      
        	
                 
      

              	
                10.4

              	
                Restrictions
      on Disclosure 

              	
                 

              


      

      
        	
                 
      

              	
                10.5

              	
                Custody
      of Confidential Information 

              	
                 

              


      

      
        	
                 
      

              	
                10.6

              	
                Return
      and Destruction of Confidential Information 

              	
                 

              


      

      
        	
                 
      

              	
                10.7

              	
                Disclosure
      Required by Law 

              	
                 

              


      

      
        	
                 
      

              	
                10.8

              	
                Ownership
      & Publicity 

              	
                 

              


      

      
        	
                 
      

              	
                10.9

              	
                User
      Documentation 

              	
                 

              


      

       

      
        	
                
                  ARTICLE
      11

                

              	
                PAYMODE
      DATA SECURITY

              


      

      
        	
                 
      

              	
                11.1

              	
                Information
      Security 

              	
                 

              


      

      
        	
                 
      

              	
                11.2

              	
                Business
      Associate Addendum 

              	
                 

              


      

      
        	
                 
      

              	
                11.3

              	
                PayMode
      Security Program. 

              	
                 

              


      

      
        	
                 
      

              	
                11.4

              	
                Modifications
      Requested by Bank 

              	
                 

              


      

      
        	
                 
      

              	
                11.5

              	
                Additional
      Participation with Bank 

              	
                 

              


      

      
        	
                 
      

              	
                11.6

              	
                Subcontractors 

              	
                 

              


      

      
        	
                 
      

              	
                11.7

              	
                Bank
      Network 

              	
                 

              


      

      
        	
                 
      

              	
                11.8

              	
                Injunctive
      Relief 

              	
                 

              


      

       

      
        	
                ARTICLE
      12

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

      
        	
                 
      

              	
                12.1

              	
                Mutual
      Representation and Warranties 

              	
                 

              


      

      
        	
                 
      

              	
                12.2

              	
                Viruses
      Warranty 

              	
                 

              


      

      
        	
                 
      

              	
                12.3

              	
                Open
      Source 

              	
                 

              


      

      
        	
                 
      

              	
                12.4

              	
                Service
      Quality 

              	
                 

              


      

      
        	
                 
      

              	
                12.5

              	
                Software
      and Service Level Warranty 

              	
                 

              


      

      
        	
                 
      

              	
                12.6

              	
                Intellectual
      Property Warranty 

              	
                 

              


      

      
        	
                 
      

              	
                12.7

              	
                BAA
      Compliance 

              	
                 

              


      

      
        	
                 
      

              	
                12.8

              	
                Privacy
      and Security Warranty 

              	
                 

              


      

      
        	
                 
      

              	
                12.9

              	
                Customer
      Service Agreement Warranty 

              	
                 

              


      

       

      ii

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      13

              	
                INDEMNIFICATION

              


      

      
        	
                 
      

              	
                13.1

              	
                General 

              	
                 

              


      

      
        	
                 
      

              	
                13.2

              	
                Tech
      IP Indemnity 

              	
                 

              


      

      
        	
                 
      

              	
                13.3

              	
                Additional
      Remedy 

              	
                 

              


      

      
        	
                 
      

              	
                13.4

              	
                Exclusions 

              	
                 

              


      

      
        	
                 
      

              	
                13.5

              	
                Indemnification
      Procedure 

              	
                 

              


      

      
        	
                 
      

              	
                13.6

              	
                Cooperation
      in Litigation 

              	
                 

              


      

       

      
        	
                ARTICLE
      14

              	
                LIMITATIONS
      OF LIABILITY; DISCLAIMER

              


      

      
        	
                 
      

              	
                14.1

              	
                Consequential
      Damages 

              	
                 

              


      

      
        	
                 
      

              	
                14.2

              	
                General
      Limits 

              	
                 

              


      

      
        	
                 
      

              	
                14.3

              	
                Exceptions.. 

              	
                 

              


      

      
        	
                 
      

              	
                14.4

              	
                DISCLAIMER
      OF WARRANTIES 

              	
                 

              


      

       

      
        	
                ARTICLE
      15

              	
                TERM
      AND TERMINATION

              


      

      
        	
                 
      

              	
                15.1

              	
                Term 

              	
                 

              


      

      
        	
                 
      

              	
                15.2

              	
                Termination
      Events 

              	
                 

              


      

      
        	
                 
      

              	
                15.3

              	
                Termination
      for Convenience 

              	
                 

              


      

      
        	
                 
      

              	
                15.4

              	
                Effect
      of Termination or Expiration 

              	
                 

              


      

      
        	
                 
      

              	
                15.5

              	
                Termination
      Fee. 

              	
                 

              


      

      
        	
                 
      

              	
                15.6

              	
                Transition
      Services 

              	
                 

              


      

       

      
        	
                ARTICLE
      16

              	
                TECH
      PERSONNEL

              


      

      
        	
                 
      

              	
                16.1

              	
                Bank
      Benefit Plans 

              	
                 

              


      

      
        	
                 
      

              	
                16.2

              	
                Replacement
      of Tech Resources 

              	
                 

              


      

      
        	
                 
      

              	
                16.3

              	
                Subcontractors 

              	
                 

              


      

      
        	
                 
      

              	
                16.4

              	
                Conduct 

              	
                 

              


      

      
        	
                 
      

              	
                16.5

              	
                Hiring
      and Background Checks 

              	
                 

              


      

      
        	
                 
      

              	
                16.6

              	
                Notification 

              	
                 

              


      

       

      
        	
                ARTICLE
      17

              	
                INSURANCE

              


      

      
        	
                 
      

              	
                17.1

              	
                General 

              	
                 

              


      

      
        	
                 
      

              	
                17.2

              	
                Insurance
      Certificates 

              	
                 

              


      

       

      
        	
                ARTICLE
      18

              	
                ARBITRATION

              


      

      
        	
                 
      

              	
                18.1

              	
                Binding
      Arbitration 

              	
                 

              


      

      
        	
                 
      

              	
                18.2

              	
                Procedure 

              	
                 

              


      

      
        	
                 
      

              	
                18.3

              	
                Decisions 

              	
                 

              


      

      
        	
                 
      

              	
                18.4

              	
                Other
      Remedies 

              	
                 

              


      

       

      
        	
                ARTICLE
      19

              	
                AUDIT

              


      

      
        	
                 
      

              	
                19.1

              	
                Maintenance
      of Records 

              	
                 

              


      

      
        	
                 
      

              	
                19.2

              	
                [**] 

              	
                 

              


      

      
        	
                 
      

              	
                19.3

              	
                Bank
      Confidential Audits 

              	
                 

              


      

      
        	
                 
      

              	
                19.4

              	
                Regulators 

              	
                 

              


      

      
        	
                 
      

              	
                19.5

              	
                Other
      Audits 

              	
                 

              


      

       

      iii

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      20

              	
                NON-DISCRIMINATION
      AND DIVERSITY

              


      

      
        	
                 
      

              	
                20.1

              	
                Equal
      Opportunity Employers 

              	
                 

              


      

      
        	
                 
      

              	
                20.2

              	
                General 

              	
                 

              


      

      
        	
                 
      

              	
                20.3

              	
                Representation
      by Tech 

              	
                 

              


      

       

      
        	
                ARTICLE
      21

              	
                ENVIRONMENTAL
      INITIATIVE

              


      

       

      
        	
                ARTICLE
      22

              	
                DEFINITIONS;
      INTERPRETATION

              


      

       

      
        	
                ARTICLE
      23

              	
                GENERAL

              


      

      
        	
                 
      

              	
                23.1

              	
                Compliance
      with Laws 

              	
                 

              


      

      
        	
                 
      

              	
                23.2

              	
                OCC
      Compliance 

              	
                 

              


      

      
        	
                 
      

              	
                23.3

              	
                Financial
      Responsibility 

              	
                 

              


      

      
        	
                 
      

              	
                23.4

              	
                Business
      Continuity and Disaster Recovery 

              	
                 

              


      

      
        	
                 
      

              	
                23.5

              	
                Force
      Majeure 

              	
              


      

      
        	
                 
      

              	
                23.6

              	
                Affiliates
      and Restriction on other Third Party Beneficiaries 

              	
                 

              


      

      
        	
                 
      

              	
                23.7

              	
                Entire
      Agreement 

              	
              


      

      
        	
                 
      

              	
                23.8

              	
                Succession
      and Assignment 

              	
                 

              


      

      
        	
                 
      

              	
                23.9

              	
                Counterparts
      and Facsimile Signature 

              	
                 

              


      

      
        	
                 
      

              	
                23.10

              	
                Headings 

              	
              


      

      
        	
                 
      

              	
                23.11

              	
                Notices 

              	
                 

              


      

      
        	
                 
      

              	
                23.12

              	
                Governing
      Law 

              	
                 

              


      

      
        	
                 
      

              	
                23.13

              	
                Consents
      and Approvals 

              	
                 

              


      

      
        	
                 
      

              	
                23.14

              	
                Amendments
      and Waivers. 

              	
                 

              


      

      
        	
                 
      

              	
                23.15

              	
                Construction 

              	
                 

              


      

      
        	
                 
      

              	
                23.16

              	
                Severability 

              	
                 

              


      

      
        	
                 
      

              	
                23.17

              	
                Relationship
      of the Parties 

              	
                 

              


      

      
        	
                 
      

              	
                23.18

              	
                Remedies 

              	
                 

              


      

       

      SCHEDULE
A - PayMode Services/Deliverables

      SCHEDULE
B - PayMode Service Levels/Support Services

      SCHEDULE
C - Annual Enhancement Value

      SCHEDULE
D - Service Fees

      SCHEDULE
E - Bank and Tech Sales and Marketing Responsibilities

      SCHEDULE
F - Model Escrow Agreement

      SCHEDULE
G - PayMode Security Requirements

      SCHEDULE
H - Business Associate Agreement

      SCHEDULE
I - Agreements Subject to Consent Requirement

      SCHEDULE
J - Background Checks

      SCHEDULE
K - Business Continuity Requirements

       

       

      iv

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SERVICES
AGREEMENT

       

      This
SERVICES AGREEMENT (the “Services Agreement”)
is made effective as of the Closing Date, by and between Bottomline Technologies
(de), Inc., a Delaware corporation (“Tech”), and Bank of
America, N.A., a national banking association (“Bank”).

       

      Tech and
Bank are parties to an Asset Purchase Agreement entered contemporaneously with
this Services Agreement, whereby Tech acquired substantially all of the assets
and related operations of Bank’s PayMode business (the “Acquisition
Agreement”).  Tech and Bank are also parties to a Transition
Services Agreement entered contemporaneously with this Services Agreement that
sets out how the PayMode Services will be transitioned from Bank to Tech (the
“Transition
Agreement”).

       

      This
Services Agreement contemplates that Tech will provide to Bank the PayMode
Services for the benefit of Bank’s Customers, as well as certain other related
services, on the terms and conditions set forth herein.

       

      Capitalized
terms used in this Services Agreement shall have the meanings ascribed to them
in Article 22 or as otherwise set forth in the body of this Services
Agreement.

       

      In
consideration of the mutual agreements and covenants set forth herein and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound hereby, the
Parties  agree as follows.

       

      ARTICLE
1

       

      


       

      PAYMODE
SERVICES

       

      1.1 General.  Beginning
on the Closing Date and during the Term of this Services Agreement, Tech shall
provide the PayMode Services to Bank and, at Bank’s direction, to Bank’s
Customers.  Tech shall operate and maintain the PayMode System and all
facilities, connectivity, hardware, software and other materials and shall
employ all personnel necessary to provide the PayMode Services to Bank and
Bank’s Customers as anticipated and required herein.  Unless the
Parties otherwise agree in writing, all PayMode Services shall be provided,
whether in whole or in part, by Tech, its employees, Representatives and/or
Subcontractors in and from a location or locations in one or more of the fifty
states of the United States of America only, all subject to applicable laws and
regulations.  Notwithstanding the foregoing, Tech and/or its
Subcontractors may perform software coding and/or programming outside the fifty
states of the United States of America, provided that Tech shall not send,
utilize or access PayMode Data outside the fifty states of the United States of
America at any time without the prior written consent of Bank.

       

      1.2 Level of
Services.  Tech shall provide the PayMode Services to Bank
and/or Bank’s Customers at levels that meet or exceed the performance levels set
forth in Schedule B (the “Service Levels”), but
in no event having functionality and performance levels less than the Bank
provided for itself immediately prior to the Closing Date.  Without
limitation of any other remedies available to Bank, failure to meet the Service
Levels shall result in a [**] to the Bank 

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      as set
forth in Schedule B, provided that any such [**] received by Bank shall [**]
available to Bank.

       

      1.3 Use of PayMode
System.  Tech shall use the PayMode System to provide the
PayMode Services to Bank and/or Bank’s Customers, and as the PayMode System is
enhanced and improved, pursuant to Article 3 and otherwise, Tech will
incorporate all Enhancements into its provision of the PayMode Services to Bank
and Bank’s Customers and will make available to Bank such other enhancements and
improvements on similar terms and conditions as such enhancements and
improvements are made generally available to other customers of
Tech.

       

      1.4 Customer
Files.  In its provision of the PayMode Processing Services,
Tech shall accept and process files that are received directly from Bank’s
Customers as well as Customer-initiated files that are routed through Bank’s
network and systems prior to being submitted to Tech for
processing.

       

      1.5 Bank
Services.  At no cost to Tech, Bank shall provide use of ACH
and wire transfer systems to debit and credit accounts and shall enable
interfaces to Bank systems as outlined in Appendix A to Schedule A (“Bank Interfaces”) as
necessary to complete the transactions facilitated by the PayMode Processing
Services, solely for Bank’s Customers.  Bank shall provide sponsorship
of Tech to [**] as a condition of Tech entering into a direct relationship with
[**] solely to provide the PayMode Processing Services to Bank’s
Customers.

       

      1.6 Cooperation.  Each
Party shall name a point of contact (such Party’s “Relationship
Manager”), who shall be responsible for the day-to-day implementation of
this Services Agreement, including attempted resolution of any issues that may
arise during the performance of either Party’s obligations
hereunder.  The Relationship Manager of each Party (i) must be
reasonably acceptable to the other Party; (ii) will meet regularly with the
other Party’s Relationship Manager; and (iii) will have the authority to make
decisions with respect to actions to be taken by such Party in the ordinary
course of performance of this Services Agreement.

       

      1.7 Status
Meetings.  Tech and Bank shall meet on a semi-annual basis to
review the status, objectives and future plans for the PayMode
Services.  In addition to the Parties’ respective Relationship
Managers and others whose attendance will be beneficial, a member of Tech’s
senior management and Bank’s head of Global Project Management (or an individual
having substantially the same responsibility) shall attend such
meetings.

       

      1.8 Non-exclusive
Provider.  The Parties acknowledge and agree that Bank has no
obligation whatsoever to obtain the Services or any other services from Tech and
that Tech shall not be considered Bank’s exclusive provider of any goods or
services provided hereunder.  Bank retains the unconditional right to
utilize other vendors in the provision of services and products whether or not
the same as or similar to the Services.

       

      ARTICLE
2

       

      


       

      ENHANCEMENTS

       

      2.1 Enhancements to PayMode
System.  Tech shall be responsible for the continued
development of the PayMode System.  Without limiting the generality of
the foregoing, Tech 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      shall
develop and incorporate into the PayMode System and PayMode Services the
additional features and functionality identified in Section 2.3(a)
(collectively, “[**] Enhancements”).  Further, over time Tech will
determine, with input from Bank as set forth in Section 2.2(c), additional
features and functionality that Tech shall develop and incorporate into the
PayMode System and PayMode Services (collectively, [**] Enhancements [**]
Enhancements, “Enhancements”).

       

      2.2 Product
Roadmap.

       

      (a) [**]
roadmap [**] (the “Product
Roadmap”).  Tech acknowledges and agrees that, at a minimum,
the Product Roadmap shall include the [**] Enhancements set forth in Section
2.3(a).

       

      (b) With
respect to [**] Enhancements, the Product Roadmap shall include, at a minimum,
the completion dates for particular [**] Enhancements, any interim milestones
applicable to the development, and an indication as to how the Annual
Enhancement Value (as that term is defined in Section 2.7 below) will be
allocated amongst such [**] Enhancements.  Tech shall develop [**]
Enhancements in accordance with the Product Roadmap and must deliver the [**]
Enhancements to Bank for acceptance testing pursuant to Section 2.9 by the
Delivery Date.  In the event Tech fails to deliver the [**]
Enhancements for acceptance testing by the Delivery Date, Bank shall be entitled
to [**] until the [**] Enhancements are accepted by Bank.  If Tech
delivers the [**] Enhancements to Bank for acceptance testing prior to the
Delivery Date such that Bank conducts acceptance testing after the Delivery
Date, then, in the event the [**] with the functional business requirements
pursuant to Section 2.9, Bank shall be entitled to [**], which shall apply
retroactively to the Delivery Date, until the [**] Enhancements are accepted by
Bank.  Either of the foregoing conditions giving rise to Bank’s
entitlement to a [**] shall be a material breach of this Services Agreement and
Bank, at its option, may immediately terminate this Services Agreement upon
either of the foregoing conditions being met, in addition to other remedies
available to it pursuant to this Services Agreement or otherwise.

       

      (c) Any [**]
to which Bank is entitled as a result of the terms of this Section 2.2 shall be
determined as follows: (i) for the first month following the Delivery Date, the
[**]; (ii) for the month following the first month, the [**]; and (iii) for each
month thereafter, the [**].  In the event Bank accepts a [**]
Enhancement prior to the expiration of a complete month according to the
foregoing schedule, the [**] due hereunder for that month shall be pro-rated to
the date of acceptance by Bank.

       

      (d) Following
acceptance of the [**], Tech shall establish a [**] on which Bank shall have a
permanent seat, which shall meet on a quarterly basis with Tech’s senior product
management executives for the PayMode business.  Subject to Section
2.3(b), the [**] with respect to the development of any [**] and may make
modifications and additions to the [**] as it relates to [**].  With
respect to [**], the [**] shall include, at a minimum, the anticipated
completion dates for particular [**] and, if applicable, an indication as to how
the Annual Enhancement Value will be allocated amongst such [**].  In
the event the Parties agree that the [**] will be established prior to the
acceptance of 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      the [**],
the [**] shall have no authority to modify or eliminate any [**] set forth in
Section 2.3(a) or to change the [**] with respect to [**], unless agreed to in
writing by Bank.

       

      2.3 Specific Features and
Functionality.

       

      (a) The
following [**] Enhancements shall be included in the Product Roadmap for
development during Contract Years [**]:

       

      1. [**];
and

       

      2. [**].

       

      (b) Unless
otherwise agreed by Tech and Bank in writing, the [**] shall select [**]
Enhancements for inclusion in the Product Roadmap from the following features
and functionality:

       

      [**]

       

      2.4 Changes to the Product
Roadmap, Etc.  Bank and Tech acknowledge that the Parties’
priorities may change from time to time, and changes to the Product Roadmap may
be required.  Furthermore, the timing of delivery of Enhancements may
change based on the various transition activities of the Parties pursuant to the
Transition Agreement. Changes to the Product Roadmap that materially impact the
timing of delivery of [**] Enhancements or the expected functionality or
features included in [**] Enhancements shall be mutually agreed to in writing by
the Parties prior to any changes being made.  No changes or deletions
may be made to the Product Roadmap that affect the [**] Enhancements without
Bank’s prior written consent.  Tech will not publically announce the
availability of [**] Enhancements or [**] Enhancements without prior written
notification to Bank.

       

      2.5 Bank
Cooperation.  Bank shall reasonably cooperate, and shall cause
its applicable Affiliates to reasonably cooperate, with Tech to carry out all
tasks reasonably necessary for the development, integration, and acceptance of
Enhancements in accordance with the Product Roadmap and as anticipated
herein.

       

      2.6 [**] to
any financial institution or similar entity for a [**] period commencing upon
the date that such features and functionality are deployed into
production.  Additionally, Tech agrees that the [**] shall be made
available exclusively to Bank’s Customers, and not to other customers of Tech or
customers of any other financial institution.  Bank and Tech will use
reasonable efforts to mutually agree upon terms in which the [**] is offered to
Tech’s direct customers.

       

      2.7 Annual Enhancement
Value.  During each Contract Year, Tech shall deliver ongoing
Enhancements, supporting technology and other infrastructure having a value of
at least [**] United States Dollars ($[**]), as calculated in accordance with
Schedule C attached hereto (the “Annual Enhancement
Value”) and Bank shall have no obligation or liability for such Annual
Enhancement Value, which shall be solely borne by
Tech.  Notwithstanding anything herein or in the Services Agreement to
the contrary, a minimum of $[**] of the $[**] shall be 

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      directly
attributed to development and implementation of the [**] Enhancements and [**]
Enhancements.  Upon the reasonable request of Bank, Tech shall provide
Bank with documentation reasonably acceptable to Bank setting forth how the
Annual Enhancement Value is being or has been applied for a particular Contract
Year.  If, in any particular Contract Year, the Annual Enhancement
Value is not applied in its entirety, whether due to the rejection of
Enhancements by Bank pursuant to Section 2.9 or otherwise, the remaining
unexpended portion of the Annual Enhancement Value will be allocated to
Enhancements in subsequent Contract Years.  Upon expiration of the
Initial Term, any unexpended portion of the Annual Enhancement Value, which
amount shall include the difference between $[**] and the value of all
Enhancements delivered and accepted by Bank during the Initial Term, shall be
available to Bank as a [**].  If Tech delivers Enhancements having an
aggregate value that exceeds the Annual Enhancement Value in any Contract Year,
Tech’s obligation with respect to delivering Enhancements in the remaining
Contract Years of the Initial Term shall be reduced in the aggregate by the
amount of such excess.

       

      2.8 Delivery of [**]
Enhancements.  Subject to Section 2.4, Tech shall use
Reasonable Best Efforts to deliver the [**] Enhancements for use by Bank in
accordance with the Product Roadmap.

       

      2.9 Acceptance of
Enhancements.

       

      (a) [**]
Enhancements.  As part of Tech’s product development process,
Tech shall provide Bank with pre-development, functional business requirements
for the [**] Enhancements for Bank’s review and written
approval.  Following timely receipt of Bank’s approval, and upon Tech
satisfying itself that the [**] Enhancements conform to the functional business
requirements, Tech will provide Bank with the applicable Acceptance
Materials.  Bank shall review the Acceptance Materials and shall
accept or reject the corresponding [**] Enhancement prior to expiration of the
Acceptance Period.  If Bank discovers that any [**] Enhancement does
not meet the approved functional business requirements, Bank shall notify Tech
of the deficiencies, including which acceptance criteria were not
met.  Tech, at its own expense and as part of the Annual Enhancement
Value, shall modify, repair, adjust or replace the [**] Enhancement in order to
correct the deficiency and submit the revised Acceptance Materials within thirty
(30) calendar days or such other mutually agreed time frame following the date
of Bank’s deficiency notice.  Bank will review the revised Acceptance
Materials and determine whether the modified [**] Enhancement is
acceptable.  Tech shall assist Bank, as reasonably requested, in
reviewing the acceptance tests as anticipated herein.  Bank’s
rejection of any [**] Enhancement after two Acceptance Periods shall be a
material breach of this Services Agreement and Bank, at its option, may
immediately terminate this Services Agreement.  In addition to other
remedies that Bank may have under this Services Agreement or otherwise, in the
event two (2) or more [**] Enhancements deployed into production result in
material production issues, Tech and Bank will mutually modify the acceptance
process to allow for additional bank involvement in the overall Enhancement
testing process.

       

      (b) [**] Enhancements. As
part of Tech’s product development process, Tech shall provide Bank with
pre-development, functional business requirements for the [**] 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Enhancements
that have been approved by the [**].  Upon Tech satisfying itself that
the [**] Enhancements conform to the functional business requirements, Tech will
provide Bank with the applicable Acceptance Materials.  Bank shall
review the Acceptance Materials and shall, within the Acceptance Period, either
confirm that the corresponding [**] Enhancement materially conforms to the
functional business requirements or notify Tech that the [**] Enhancement does
not conform to the functional business requirements, including specifying the
particular manner in which the [**] Enhancement does not so
conform.  In the event Tech receives notification that a [**]
Enhancement does not conform to the functional business requirements, Tech, at
its own expense and as part of the Annual Enhancement Value, shall modify,
repair, adjust or replace the [**] Enhancements in order to correct the
identified deficiencies and submit the revised Acceptance Materials within
thirty (30) calendar days or such other mutually agreed time frame following the
date of Bank’s deficiency notice.  Bank will review the revised
Acceptance Materials, and will either confirm that the resubmitted [**]
Enhancement materially conforms to the functional business requirements or
notify Tech again that the [**] Enhancement does not so conform.  Tech
shall assist Bank, as reasonably requested, in reviewing the Acceptance
Materials as anticipated herein.  If after [**] Acceptance Periods
Bank has not confirmed that a [**] Enhancement materially conforms to the
functional business requirements, Tech, at its option, may: (a) at its own
expense and not as part of the Annual Enhancement Value, repair, modify, adjust
or replace the [**] Enhancement so that such [**] Enhancement materially
conforms to the functional business requirements; or (b) elect to exclude the
value of such [**] Enhancement (as calculated in accordance with Schedule C)
from the Annual Enhancement Value; provided, however, that in the event Tech
chooses option (a) above and does not satisfactorily adjust, modify, repair or
replace the [**] Enhancement within ninety (90) days of the Bank’s third
notification of rejection, the value of such [**] Enhancement, as calculated in
accordance with Schedule C, shall not be included in the Annual Enhancement
Value.

       

      (c) The
Parties acknowledge and agree that, prior to the commencement of the formal
Acceptance Period set forth above with respect to Acceptance Materials, Tech may
deliver, and Bank may review and conduct preliminary tests with respect to, the
Acceptance Materials (or components thereof).  In addition, Bank may
from time to time consult with Tech to monitor the interim progress of the
creation and development of Enhancements, and Bank may provide preliminary
feedback to Tech as to the suitability of any such Enhancements.  The
Parties acknowledge and agree that no such informal reviews, preliminary
testing, interim monitoring or feedback shall be deemed to be part of the formal
acceptance testing procedure set forth in Section 2.9, nor shall it be deemed to
act as an acceptance or rejection of any such Enhancements, and Bank shall not
be deemed to have waived any of its rights, or any of Tech’s obligations, set
forth in this Section 2.9 or elsewhere in this Services
Agreement.  Any acceptance or rejection of any Enhancements shall
occur only during the Acceptance Periods, as set forth
above.  Contemporaneously with its formal delivery to Bank of the
Acceptance Materials for acceptance testing, Tech shall provide a written notice
to Bank (the “Acceptance Testing
Notice”), and Bank’s receipt of such Acceptance Testing Notice shall
signal the formal commencement of the acceptance testing with respect to
Acceptance Materials.  The Acceptance Testing Notice shall state that
Tech has delivered versions of Acceptance 

       

       

      
        
          
          

        

        
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      Materials,
which Tech reasonably believes to be production ready, to Bank for formal
acceptance testing in accordance with Section 2.9 of this Services
Agreement.

       

      ARTICLE
3                      

       

      


       

      CUSTOMIZATIONS

       

      3.1 Development of
Customizations by Tech.  Bank may request that Tech develop
specific features or functionality that are not included in the Product Roadmap
for incorporation into the PayMode Services in order to meet the specific
requirements of Bank or one or more of Bank’s Customers (the “Customizations”).  Unless
Tech has a reasonable basis for not doing so, Bank and Tech shall enter into a
mutually agreed upon Statement of Work for development of each Customization,
setting forth, at a minimum: (a) the Customization and other Work Product to be
provided by Tech to Bank pursuant to the Statement of Work; (b) specifications
for the Customization and/or other Work Product; (c) a Schedule detailing the
timeframe for the work and delivery of the Customization and/or other Work
Product; and (d) the fees, if any, that Bank will pay Tech for the development
(the “Customization
Fees”).  Bank shall reasonably cooperate with Tech to carry out
all tasks reasonably necessary for Tech’s development of Customizations in
accordance with the time Schedule described in the Statement of
Work.  All Customizations and other Work Product provided to Bank
pursuant to a Statement of Work hereunder shall be subject to the acceptance
testing procedure set forth for [**] Enhancements in Section 2.9(a)
above.

       

      3.2 Changes.  Bank
may direct changes to Statements of Work, including changes to Customizations
and schedules.  If Bank directs any such change, Tech will promptly
notify Bank in writing if Tech believes that such change merits an adjustment to
the Customization Fees.  Following receipt of such information, Bank
may elect to withdraw its request for the change or enter into negotiations with
Tech regarding adjustments to the Customization Fees.  Any agreed upon
changes, including adjustments to the Customization Fees, will be reflected in
written amendments to the affected Statements of Work, executed by the
Relationship Managers of both Parties.

       

      ARTICLE
4

       

      


       

      MAINTENANCE
AND SUPPORT SERVICES

       

      4.1 General.  Tech
shall provide to Bank and/or Bank’s Customers maintenance and support services
and assistance reasonably required to permit Bank and Bank’s Customers to use
the PayMode System, the Application Software, the Customizations and other Work
Product, and to otherwise utilize the Services provided hereunder as
contemplated by this Services Agreement and/or any Statement of Work, and to
ensure that the Application Software is Operative and that the PayMode Services
are being provided in accordance with Schedule B at all times (as further
defined below, the “PayMode Maintenance
Services” and the “PayMode Support
Services”).

       

      4.2 Maintenance.  The
“PayMode Maintenance Services” shall include maintenance of the PayMode System,
the Application Software, Customizations and any other Work Product,


       

       

      
        
          
          

        

        
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      the
provision of any and all changes, periodic patches, fixes, error corrections,
agreed-upon modifications, enhancements, updates, upgrades, and all other
additions, improvements or alterations thereto and increased functionality
thereof regardless of the nature or advancement of the technologies upon which
they are based which are reasonably required or useful for the operation of, or
otherwise enhance the efficiency and effectiveness of the PayMode Services and
the Work Product.

       

      4.3 Support and Customer
Service.  The “PayMode Support Services” shall include
administrative, technical and troubleshooting support via telephone, facsimile,
e-mail, Internet and remote access, as further set forth in Schedule B attached
hereto.

       

      4.4 [**]
Project.  Upon request by Bank, which shall not be made sooner than
one hundred and eighty (180) days after the Closing Date, Tech will provide
Bank, at Bank’s expense or as [**], in the sole discretion of Bank, with a
written proposal detailing the scope of work associated with Tech developing and
implementing enhancements to the PayMode System to allow Bank to [**] (the “[**]
Project”).  Bank shall provide reasonable cooperation to Tech in
formulating the proposal.  Tech shall provide said proposal no later
than one hundred and eighty (180) days after receiving Bank’s
request.  The proposal shall include, at a minimum, the cost to Bank,
the time required for Tech to complete the [**] Project, and any potential
impact to the Product Roadmap.  Bank shall be under no obligation to
accept the [**] Project proposal.  Notwithstanding anything herein to
the contrary and without limiting any other rights or remedies available to
Bank, the Parties agree that upon the occurrence of Tech providing the PayMode
Processing Services to [**] of Bank, and upon one hundred and eighty (180) days
prior written notice from Bank, Tech shall perform the [**] Project at Bank’s
expense or as [**], in the sole discretion of Tech.  In the event Tech
determines that the [**] Project will be performed at Bank’s expense, the [**]
Project shall be deemed a Customization for purposes of this Services
Agreement.  In addition, in the event that the performance metrics for
either Service Calls or Abandonment Rate receives a score of [**] as set forth
in Attachment 1 to Schedule B, for [**], then, upon written notice from Bank,
Tech shall perform the [**] Project at Tech’s expense and Bank may
[**].

       

      ARTICLE
5

       

      


       

      TRAINING

       

      As
reasonably requested by Bank and at Tech’s expense, Tech shall from time to time
provide training on the use of the PayMode Services and the Application Software
for Bank personnel to perform internal Bank personnel and Customer
training.  Any such training provided hereunder shall be reasonable in
scope and frequency, and shall be provided at locations mutually agreed upon by
the Parties.  Tech shall provide training documentation for each
attendee at any training classes Tech conducts and shall make such training
documentation available online.  If Bank desires to train its own
personnel, Tech shall provide Bank, at no charge, with all trainer/class
leadership materials that Tech has available and/or used in connection with the
training classes conducted for Bank.  Bank may duplicate these
materials for Bank’s use exclusively and use them to conduct other classes at
Bank’s discretion.  Such materials shall be considered Confidential
Information of Tech.  In extraordinary circumstances and when
requested by Bank, Tech may agree to provide direct Customer
training.  If such 

       

       

      
        
          
          

        

        
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      training
is to be conducted at a Customer’s site, Bank will reimburse Tech for reasonable
out-of pocket travel expenses.

       

      ARTICLE
6

       

      


       

      FEES,
INVOICING AND PAYMENTS

       

      6.1 Invoicing.  Bank shall pay
Tech the fees for the provision of the PayMode Services as set forth in Schedule
D (the “Service
Fees”), [**].  The Subscription Fees and all other Service Fees
will be invoiced monthly in arrears on a single invoice totaling all Service
Fees applicable to provision of the PayMode Services during the
month.  Customization Fees will be invoiced pursuant to the
corresponding Statement of Work or, if not specified, monthly in
arrears.

       

      6.2 Invoice
Requirements.  Tech shall invoice Bank for all amounts payable
under this Services Agreement using a Bank-designated
method.  Invoices shall contain such detail as Bank may reasonably
require from time to time including, as applicable: (a) the amount for each item
on the invoice, (b) the state where any invoiced services were performed, (c)
the Bank Services Agreement reference number, and (d) the Statement of Work
number if applicable.  Invoices (i) omitting the (A) state where the
invoiced services were performed, (B) Agreement reference number or (C)
Statement of Work number if applicable, or (ii) that fail to list services
separately, or that are incorrect, incomplete or inaccurate, will not be paid,
and will be returned to Tech.  The Bank Relationship Manager will
contact the Tech Relationship Manager to address any incorrect invoice
informally prior to initiating the dispute resolution process under this
Services Agreement.

       

      6.3 Payment
Terms.  Bank shall pay Tech for all services and applicable
taxes invoiced in accordance with the terms of this Services Agreement within
[**] of the date of receipt of a valid and correct invoice by
Bank.  Tech shall accept payment through ACH transfer.  Bank
reserves the right to pay prior to the expiration of the [**]
period.

       

      6.4 Amounts Not
Invoiced.  Amounts not invoiced by Tech to Bank within [**]
after such amounts could first be invoiced under this Services Agreement may not
thereafter be invoiced, and Bank shall not be required to pay such
amounts.

       

      6.5 Taxes.

       

      (a) Invoices
shall include and list all applicable VAT, sales, use or excise taxes that are a
statutory obligation of Bank as separate line items identifying each separate
tax category and taxing authority.  Bank will reimburse Tech for all
VAT, sales, use or excise taxes levied in accordance with the general statutes
or other authoritative directives of the taxing authority on amounts payable by
Bank to Tech pursuant to this Services Agreement, however, Bank shall not be
responsible for remittance of such taxes to applicable tax
authorities.

       

      (b) Bank
shall not be responsible for any ad valorem, income, gross receipts, franchise,
privilege, value added or occupational taxes of Tech.  Bank and Tech
shall 

       

       

      
        
          
          

        

        
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      each bear
sole responsibility for all taxes, assessments and other real or personal
property-related levies on its owned or leased real or personal
property.  Tech shall ensure that the business personal property tax
exemption granted to financial institutions by California, Missouri, Virginia,
Maryland, South Carolina, or other states is properly applied.

       

      (c) Tech
shall be responsible for the payment of all interest and penalties related to
any taxes assessed or levied as contemplated by this Section 6.5 to the extent
that Tech fails to accurately and timely invoice Bank for such taxes and remit
such taxes directly to the applicable taxing authority; provided, however, in no
event shall Tech be responsible for the payment of the underlying tax liability,
which tax liability shall always be a liability of Bank.  In the event
that a taxing authority performs a sample and projection audit of Bank, then
Tech shall be responsible for the payment of all interest and penalties on any
projected taxes assessed resulting from taxing errors identified by such taxing
authority on Tech’s invoices. In the event Tech voluntarily registers to collect
sales tax at some future date, and wishes to remit historical taxes Tech deems
due, Bank will only be responsible for the taxes due for the time period that
Bank is statutorily obligated to the tax authorities in each state.

       

      (d) Tech
shall cooperate with Bank and any taxing authority involving any audit of sales,
use or excise taxes.  Upon request from Bank, Tech will provide copies
of invoices in electronic form that have been selected for review by any taxing
authority, together with documents supporting the identification of taxable and
nontaxable portions of amounts reflected on such invoices.  Bank may
furnish Tech with certificates or other evidence supporting applicable
exemptions from sales, use or excise taxation.  If Bank pays or
reimburses Tech under this Section 6.5, Tech hereby assigns and transfers to
Bank all of its right, title and interest in and to any refund for such taxes
paid.  Any claim for refund of taxes against the assessing authority
may be made in the name of Bank or Tech, or both, at Bank’s
option.  Bank may initiate and manage litigation brought in the name
of Bank or Tech, or both, to obtain refunds of amounts paid under this Section
6.5.  Tech shall cooperate fully with Bank, at Bank’s expense, in
pursuing any refund claims, including any related litigation or administrative
procedures.

       

      6.6 Records.  Tech
shall keep and maintain complete and accurate accounting records in accordance with generally accepted
accounting principles consistently applied to support and document all amounts
becoming payable to Tech hereunder.  Tech will retain these records
for a period of seven (7) years or such longer period as may be required by
law.  Upon request from Bank and within a reasonably prompt time after
such request, Tech shall provide to Bank (or a Representative designated by
Bank) access to such records for the purpose of auditing such records during
normal business hours.

       

      ARTICLE
7

       

      


       

      SALES
AND MARKETING

       

      7.1 Responsibilities.  The
Parties shall comply with the obligations set forth in Schedule E attached
hereto.  Notwithstanding anything herein to the contrary, including
the 

       

       

      
        
          
          

        

        
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      foregoing
sentence, Bank shall only be responsible for those sales and marketing
activities relating to the PayMode Services as Bank deems prudent, in its sole
discretion.

       

      7.2 PayMode
Marks.  Any use of the PayMode Marks by Bank shall be solely in
connection with Bank’s efforts to sell, market and provide the PayMode Services
to Bank’s Customers, and shall be in accordance with the usage guidelines
provided to Bank by Tech.  Subject to the foregoing, Tech hereby
grants to Bank a non-exclusive, royalty-free, world-wide right and license to
use (and to sublicense the use of) the PayMode Marks in connection with Bank’s
sale, marketing, and provision of PayMode Services.

       

      ARTICLE
8

       

      


       

      INTELLECTUAL
PROPERTY

       

      8.1 Ownership.

       

      (a) Tech will
own exclusively the PayMode System, including the Application Software, related
Documentation, and any Enhancements, including the Upgraded Application
Software.  Except for Bank’s Information (as defined below), Bank
hereby assigns to Tech all right, title and interest (including all Intellectual
Property) in any Enhancements that Bank may have arising out of its
participation in the development of Enhancements as anticipated
herein.  Bank shall provide Tech, upon request and at Tech’s cost,
with all assistance reasonably required to register, perfect or enforce such
right, title and interest, including providing pertinent information and,
executing all applications, specifications, oaths, assignments and all other
instruments that Tech shall deem necessary.

       

      (b) Bank will
own exclusively all Work Product and Tech hereby assigns to Bank all right,
title and interest (including all Intellectual Property) in the Work
Product.  Work Product, to the extent permitted by law, shall be
deemed “works made for hire” (as that term is defined in the United States
Copyright Act).  Tech shall provide Bank, upon request and at Bank’s
cost, with all assistance reasonably required to register, perfect or enforce
such right, title and interest, including providing pertinent information and,
executing all applications, specifications, oaths, assignments and all other
instruments that Bank shall deem necessary.

       

      8.2 Licenses.

       

      (a) Subject
to the terms of this Services Agreement, Tech hereby grants to Bank: (i) a
worldwide, non-exclusive license to access and use the PayMode System, including
the Application Software, and any Enhancements thereto, including the Upgraded
Application Software, including all Intellectual Property in any of the
foregoing, for the benefit of Bank and Customers, consistent with the terms and
conditions of this Services Agreement during the Term; and (ii) a worldwide,
non-exclusive license to sublicense the access and use of the PayMode System,
including the Application Software, and any Enhancements thereto, including the
Upgraded Application Software, including all Intellectual Property in any of the
foregoing, to 

       

       

      
        
          
          

        

        
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      Bank’s
Customers in connection with their use of the PayMode Services consistent with
the terms and conditions of this Services Agreement and any applicable Customer
Service Agreement during the Term.  The foregoing licenses expressly
exclude any right of Bank to disclose, decompile, reverse engineer, or
disassemble the Application Software or any portion thereof.

       

      (b) Subject
to the terms of this Services Agreement, Bank hereby grants to Tech a worldwide,
non-exclusive, royalty-free license under all of Bank’s Intellectual Property in
any and all Work Product solely to provide the Services to Bank and Bank’s
Customers as anticipated herein and perform its other obligations under this
Services Agreement.

       

      (c) If,
during the Term as part of Bank’s collaboration with Tech, participation on the
[**], or otherwise in connection with this Services Agreement, Bank learns of
any features, functionality, software, Enhancements, ideas, processes, products,
inventions, methodologies, tools,  technology, and information owned
in whole or in part by Tech (“Tech Proprietary
Property”) that Bank, in its discretion, desires to incorporate into
products or services of the Bank other than PayMode Processing Services, then,
upon provision of written notice by Bank, the Parties shall agree upon
reasonable terms that permit use of the desired Tech Proprietary Property by
Bank.  Tech shall use Reasonable Best Efforts to retain sufficient
rights in Tech Proprietary Property to grant the license anticipated herein to
Bank.

       

      8.3 Bank Information and Tech
Information.

       

      (a) In
performing its obligations hereunder, the Bank may provide for Tech’s use
proprietary technology, information, works of authorship or products that were
not created specifically for Tech or for exclusive use with the PayMode System
and/or PayMode Services, including software, methodologies, tools,
specifications, drawings, sketches, models, samples, records, data and
documentation, as well as Intellectual Property (all of the foregoing,
collectively, “Bank
Information”).  Bank Information will be the sole property of
Bank and is expressly excluded from the assignment made by Bank in Section
8.1(a) above.  To the extent that Bank requires Tech to incorporate
Bank Information or any derivative work thereof into the PayMode System and/or
the PayMode Services as provided to Bank or generally to Tech’s customers, Bank
hereby grants to Tech a non-exclusive, perpetual, irrevocable, royalty-free,
fully paid-up, transferable license, with the right to sublicense, to use, make,
reproduce, import, modify, create derivative works based on, store on its
servers, display, perform, promote, market, distribute, offer for sale and sell,
export, permit the online use of or other electronic use of such Bank
Information without identifying or seeking the consent of Bank, but only to the
extent Bank has the right to grant such license.  The license granted
herein shall not apply to any Bank Information which Bank did not expressly
provide to Tech for its use hereunder.

       

      (b) As part
of Tech’s performance of its obligations hereunder, Tech may utilize proprietary
technology, information, works of authorship or products that were not created
specifically for Bank or in connection with Tech’s performance of this Services


       

       

      
        
          
          

        

        
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      Agreement,
including software, methodologies, tools, specifications, drawings, sketches,
models, samples, records, data and documentation, as well as Intellectual
Property, which have been originated, developed or purchased by Tech or by third
parties under contract to Tech (all of the foregoing, collectively, “Tech
Information”).  Tech Information will be the sole property of
Tech and will be deemed not to be Work Product.  To the extent Tech
incorporates Tech Information or any derivative work thereof into Work Product,
Tech hereby grants to Bank a non-exclusive, perpetual, irrevocable,
royalty-free, fully paid-up, transferable license, with the right to sublicense,
to use, make, reproduce, import, modify, create derivative works based on, store
on its servers, display, perform, promote, market, distribute, offer for sale
and sell, export, permit the online use of or other electronic use of such Tech
Information (but not the PayMode System) without identifying or seeking the
consent of Tech.

       

      8.4 No Implied
Licenses.  Except as expressly provided in this Services
Agreement, nothing in this Services Agreement shall give rise to any licenses
under any Intellectual Property of either Party, whether by implication or
otherwise.

       

      8.5 Representation and
Warranty.  Each Party represents and warrants to the other that
it has all rights necessary to give full force and effect to the assignments and
licenses set forth in this Article 8.

       

      ARTICLE
9

       

      


       

      SOURCE
CODE

       

      9.1 Escrow of Upgraded
Application Software.  Upon request by Bank, which shall not
occur earlier than a first release of Upgraded Application Software being used
in production, the Parties will enter into an escrow agreement with the Escrow
Agent substantially similar to the escrow agreement attached hereto as Schedule
F.  Tech shall promptly thereafter provide to the Escrow Agent, the
following items (collectively referred to as the “Deposit
Materials”):

       

      (a) Source
Code on magnetic or optical/CD ROM media in the original programming code
language for, as applicable, (1) the Original Application Software, and (2)
Upgraded Application Software;

       

      (b) Descriptions
of the system/program generation;

       

      (c) Description
of proprietary software, system/programs required for use or support that Tech
does not possess, or for which Tech does not have rights sufficient to allow
transfer or sublicense;

       

      (d) Description
of menu and support programs and subroutine libraries;

       

      (e) Detailed
explanation of compilation and execution procedures in human and
machine-readable form (may be supplemented with video explanation);

       

      (f) Object
Code for, as applicable, the Original Application Software and the Upgraded
Application Software; and

       

       

      
        
          
          

        

        
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      (g) The legal
names, EIN numbers, addresses, phone numbers, and email addresses of those
entities of the Vendor Network that are associated with Bank’s Customers, as
such information is originally supplied by Bank's Customers and thereafter
supplemented by Tech through the use of third party resources in order to
execute vendor enrollment (collectively, the “Vendor
Information”).

       

      9.2 Original Application
Software.  Bank shall be entitled to retain a copy of the
Deposit Materials in the form they take on the Closing Date in the event that an
Escrow Release Condition occurs before Tech has provided Deposit Materials to
the Escrow Agent.

       

      9.3 Updates and
Verification.  Tech will update the Deposit Materials at least
once per Quarter, except that Tech shall only be obligated to update the Vendor
Information portion of the Deposit Materials once per Contract
Year.  Upon each delivery of the Deposit Materials to the Escrow
Agent, Bank shall have the right to have the Escrow Agent verify, at Bank’s
expense, the Deposit Materials for accuracy, completeness and sufficiency, and
to confirm that the Source Code compiles to the pertinent Object Code of the
Application Software using the procedures established by the Escrow Agent
(“Verification
Services”).  Bank shall notify Tech of dates on which any such
Verification Services will be performed, and the results
thereof.  Each Party may elect to observe the Verification Services at
its own expense.

       

      9.4 Escrow
Costs.  Tech shall bear all costs associated with delivering
the Deposit Materials to the Escrow Agent and Bank shall pay all fees charged by
the Escrow Agent solely as such fees relate to the escrow of the Deposit
Materials in connection with this Services Agreement.  Bank shall be
entitled to access and use the Deposit Materials pursuant to the escrow licenses
granted herein upon the occurrence of an Escrow Release
Condition.  Until an Escrow Release Condition occurs, Bank shall not
be permitted to access or use the Source Code.

       

      9.5 Escrow Release
Conditions.  Any of the following events shall be deemed an
“Escrow Release
Condition” for purposes of this Services Agreement: (a) Tech fails to
provide the PayMode Processing Services in all material respects for two (2)
consecutive days;  (b) Tech causes Bank to be in material violation of
any law or regulation governing the financial services industry that affects or,
in Bank’s reasonable judgment, may affect the delivery or performance of the
PayMode Services; (c) in the event that Tech fails to provide the PayMode
Processing Services in all material respects for a period of time longer than
fourteen (14) days due to a force majeure event; and (d) all of the events
giving Bank a right to terminate this Services Agreement in accordance with
Section 15.2.

       

      9.6 Escrow
Licenses.

       

      (a) Subject
to the terms and conditions of this Services Agreement, Tech hereby grants to
Bank, commencing upon an Escrow Release Condition, a non-exclusive,
non-transferrable, non-royalty bearing license to review and study the Deposit
Materials in order to plan for the provision and transition of the PayMode
Services through alternative means in the event that any applicable Escrow
Release Condition is not resolved as provided herein.  The foregoing
license shall terminate upon either the effective date of the license granted in
Section 9.6(b) below or the satisfactory resolution 

       

       

      
        
          
          

        

        
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      of the
relevant Escrow Release Condition within thirty (30) days after the occurrence
of such Escrow Release Condition.

       

      (b) In the
event that any Escrow Release Condition is not resolved to the satisfaction of
Bank within thirty (30) days after the occurrence of such Escrow Release
Condition, or in the event that Bank terminates this Services Agreement pursuant
to Section 15.2, subject to the terms and conditions of this Services Agreement,
Tech hereby grants to Bank a non-exclusive, non-transferable, license
to:

       

      1. Copy,
install, operate, modify, improve, and create derivative works from the Deposit
Materials solely for purposes of improving and maintaining the Application
Software.

       

      2. Copy,
install, review, study, use, create derivative works from and operate the
Deposit Materials (and any derivative works thereof created by Bank pursuant to
this license) in a production environment at a data center operated by (or for
the benefit of) Bank solely for purposes of providing PayMode Services to Bank’s
customers.

       

      (c) The
license granted in subsection (b) shall automatically terminate four (4) years
after the date of the grant.  Following such termination of the
license, at Bank’s option, the Parties shall mutually agree upon a new license
for Bank to use the Deposit Materials on reasonable terms and conditions,
including the payment of reasonable license fees.

       

      ARTICLE
10

       

      


       

      CONFIDENTIALITY

       

      10.1 Information
Exchanges.  Subject to applicable law and good faith claims of
privilege, each Party shall provide the other Party with all information
regarding itself, the Customers, and the transactions under this Services
Agreement that the disclosing Party reasonably believes is required to comply
with all applicable laws in connection with the provision of Services pursuant
to this Services Agreement.

       

      10.2 Confidential
Information.  The term “Confidential
Information” shall mean the terms of this Services Agreement, all
information exchanged pursuant to Section 10.1 and all other data, trade
secrets, business information and other information of any kind whatsoever that
a Party (“Discloser”)
discloses, in writing (including email or other electronic transfer), orally,
visually or in any other medium, to the other Party (“Recipient”) or to
which Recipient obtains access and that relates to Discloser or its
Representatives, customers, third party vendors or licensors.  Bank’s
Confidential Information includes PayMode Data.  For avoidance of
doubt, the Vendor Network, all User Documentation, and the Deposit Materials
shall be deemed the Confidential Information of Tech, provided, however, that
Bank’s obligations with respect to Tech’s Confidential Information shall not
apply to Bank’s treatment and/or use of the Deposit Materials to the extent such
obligations are inconsistent with the scope of the licenses granted in Section
9.6.

       

       

      
        
          
          

        

        
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      10.3 Exclusions.  Confidential
Information shall not include any information that (a) Recipient rightfully has
in its possession when disclosed to it, free of obligation to Discloser to
maintain its confidentiality; (b) Recipient independently develops without
access to Discloser’s Confidential Information; (c) is or becomes known to the
public other than by breach of this Article 10, or (d) is rightfully received by
Recipient from a third party without the obligation of
confidentiality.  Any combination of Confidential Information
disclosed with information not so classified shall not be deemed to be within
one of the foregoing exclusions merely because individual portions of such
combination are free of any confidentiality obligation or are separately known
in the public domain.  Notwithstanding the foregoing, possession by
Bank prior to the Closing Date of Vendor Network information, User
Documentation, and Deposit Materials shall not deprive such information of its
status after the Closing Date as Confidential Information of Tech under this
Services Agreement.

       

      10.4 Restrictions on
Disclosure.  Each of the Parties, as Recipient, hereby agrees
that it will not, and will cause its Representatives, consultants, Affiliates,
permitted Subcontractors and independent contractors not to disclose
Confidential Information of the other Party during or after the Term of this
Services Agreement, other than on a “need to know” basis and then
only:  (a) to its Affiliates, employees or officers; (b) to
its  independent contractors at any level, its agents and consultants,
provided that all such persons are subject to a written confidentiality
agreement that shall be no less restrictive than the provisions of Article 10
and, if applicable, Article 11 hereof; (c) pursuant to an exception set forth in
15 U.S.C. 6802(e) and accompanying regulations, which disclosures are made in
the ordinary course of business; or (d) as required by law or as otherwise
expressly permitted by this Services Agreement.  Recipient shall not
use or disclose Confidential Information of the other Party for any purpose
other than to carry out its obligations under this Services
Agreement.  Without limiting the generality of the foregoing, neither
Party shall use the Confidential Information of the other to solicit business or
customers.  Bank shall not use the Confidential Information of Tech to
develop or sell services that compete with the PayMode Processing Services.
Notwithstanding anything herein to the contrary, Tech may use aggregate data
based on PayMode Data that does not include any personally identifiable
information for marketing and advertising purposes.

       

      10.5 Custody of Confidential
Information.  Recipient shall treat Confidential Information of
the other Party with no less care than it employs for its own Confidential
Information of a similar nature that it does not wish to disclose, publish or
disseminate, but not less than a reasonable level of care.

       

      10.6 Return and Destruction of
Confidential Information.  Subject to Tech’s obligations under
Section 15.6, upon expiration or termination of this Services Agreement for any
reason or at the written request of a Party during the Term of this Services
Agreement, the other Party shall promptly return to the requesting Party or
destroy, at the requesting Party’s election, all Confidential Information of the
requesting Party in the possession of the other Party or its subcontractors,
subject to and in accordance with the terms and provisions of this Services
Agreement.  In the event that Bank requests destruction of
Confidential Information, Tech shall destroy such Confidential Information in
accordance with the Information Destruction Requirements described within
Schedule G.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      10.7 Disclosure Required by
Law.  Recipient may disclose Confidential Information as
required by law; provided however, to the extent legally permitted, Recipient
shall notify Discloser of any actual or threatened requirement of law to
disclose Confidential Information promptly upon receiving actual knowledge
thereof and shall cooperate with Discloser’s reasonable, lawful efforts to
resist, limit or delay such disclosure.  Nothing in this Section 10.7
shall require any notice or other action by Bank in connection with requests or
demands for Confidential Information by bank examiners.

       

      10.8 Ownership &
Publicity.  All Confidential Information disclosed by a Party
shall at all times remain the property of the Disclosing Party.  All
PayMode Data shall at all times remain the property of Bank or the applicable
Customer.  Each Party shall have responsibility for and bear all risk
of loss or damage to Confidential Information of the other Party while such
Confidential Information is in its possession, as well as damages resulting from
the negligence or willful misconduct of the other Party, its Representatives or
subcontractors in handling the Confidential Information of the other
Party.  Except as otherwise
agreed in writing, including as set forth in Section 11.1 of  the
Acquisition Agreement, neither Party shall issue any media releases, public
announcements and public disclosures, relating to this Services Agreement or use
the name or logo of the other Party, including in promotional or marketing
material or on a list of customers, provided that nothing in this paragraph
shall restrict any disclosure required by legal, accounting or regulatory
requirements beyond the reasonable control of the releasing
Party.

       

      10.9 User
Documentation.  Bank shall require its Customers to maintain as
confidential any User Documentation that is distributed or disclosed to such
Customers for use in connection with the PayMode Services.

       

      ARTICLE
11

       

      


       

      PAYMODE
DATA SECURITY

       

      11.1 Information
Security.  Tech acknowledges that Bank is required to comply
with the information security standards required by the Gramm-Leach-Bliley Act
(15 U.S.C. 6801, 6805(b)(1)) and the regulations issued there under (12 C.F.R.
Part 40), the Fair and Accurate Credit Transactions Act (15 U.S.C. 1681, 1681w)
and the regulations issued there under (12 C.F.R. Parts 30 and 41), the Health
Insurance Portability and Accountability Act of 1996 (PL 104-191) and the
regulations issued thereunder, as amended from time to time, and with other
statutory, legal and regulatory requirements (collectively, “Privacy
Laws”).  If applicable, Tech shall make reasonable best efforts
to assist Bank to so comply and Tech shall itself comply and conform with
applicable Privacy Laws, as amended from time to time, and with Bank policies
for information protection as modified by Bank from time to
time.  Tech hereby acknowledges and agrees that Tech has no right to
access, receive, accept, transmit, store or otherwise use Bank’s Customer
Information under any circumstance whatsoever unless and until Bank has approved
the PayMode Security Program (as described below) and confirmed Tech’s
compliance therewith and with such other terms or conditions as Bank may
require.  After granting such rights to Tech, Bank may suspend, revoke
or terminate such rights in its reasonable discretion upon written notice to
Tech.  Upon receipt of such notice from Bank, Tech shall (i)
immediately stop accessing and/or accepting Customer Information and (ii)
promptly disable access to the 

       

       

      
        
          
          

        

        
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      PayMode
Processing Services by any Customer identified by the
Bank.  Notwithstanding anything herein to the contrary, Tech shall not
be liable for any failure to provide Services or perform its other obligations
under this Services Agreement to the extent such failure is due to Bank’s
suspension, revocation or termination of Tech’s rights to use Bank Customer
Information under this Section 11.1, except if such suspension, revocation, or
revocation is due to a breach by Tech of its obligations in this Services
Agreement or other act or omission of Tech.

       

      11.2 Business Associate
Addendum.  Tech hereby agrees to the terms of, and further
agrees to execute, the Business Associate Addendum attached hereto as Schedule H
(the “BAA”).

       

      11.3 PayMode Security
Program.

       

      (a) Bank
shall cooperate with Tech in the formulation of a PayMode Security Program that
complies with the requirements of subsection (b) below, including providing to
Tech information about the security program utilized by Bank prior to the
Closing Date.  As soon as practically possible after the Closing Date,
Tech shall provide Bank with a proposed PayMode Security Program for review by
Bank and mutual agreement by the parties.  Bank shall notify Tech of
any perceived deficiencies in the PayMode Security Program proffered by Tech and
Tech, with Bank’s cooperation, shall submit a revised PayMode Security Program
for review and approval by Bank.  Tech shall obtain Bank’s approval of
the PayMode Security Program prior to System Day One.  On or prior to
System Day One, Tech shall implement the approved PayMode Security Program and
shall maintain the PayMode Security Program throughout the Term.  Tech
shall not materially deviate from the PayMode Security Program in meeting its
obligations under this Services Agreement without Bank’s prior written
approval.  After the Closing Date and prior to receipt of Bank’s
written approval of the PayMode Security Program Tech shall use the same
security program utilized by Bank on the Closing Date.

       

      (b) At a
minimum, the PayMode Security Program shall include:

       

      (i) Descriptions
of systems or procedures designed to ensure the security, integrity and
confidentiality of PayMode Data;

       

      (ii) Descriptions
of systems or procedures designed to protect against any anticipated threats or
hazards to the security or integrity of PayMode Data;

       

      (iii) Descriptions
of systems or procedures designed to protect against unauthorized access to or
use of PayMode Data that could result in substantial harm or inconvenience to
the person or entity that is the subject of such PayMode Data;

       

      (iv) Descriptions
of systems or procedures designed to ensure the proper destruction of PayMode
Data;

       

      (v) Descriptions
of governance and risk assessment processes to maintain controls over PayMode
Data;

       

       

      
        
          
          

        

        
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      (vi) A
security awareness program that communicates security policies to all Tech
Representatives having access to PayMode Data;

       

      (vii) Network
diagrams depicting Tech perimeter controls and security policies and processes
relevant to the protection of PayMode Data.  Examples of these
policies include access control, physical security, patch management, password
standards, encryption standards, and change control;

       

      (viii) Procedures
for notifying Bank of changes that may impact the security of PayMode
Data.  Such changes requiring notification include outsourcing of
computer networking, data storage, management and processing or other
information technology functions or facilities and the implementation of
external Web-enabled (Internet) access to PayMode Data; and

       

      (ix) Use of
strong, industry-standard encryption of PayMode Data transmitted over public
networks (e.g., Internet, non-dedicated leased lines) and backup tapes residing
at off-site storage facilities.

       

      11.4 Modifications Requested by
Bank.  As reasonably requested by Bank and/or as necessitated
by a change in the PayMode Security Requirements, Tech shall modify the PayMode
Security Program and promptly implement the modifications.  If such
modifications are made at Bank’s request and Tech does not anticipate
incorporating the modifications into its provision of services for other of its
customers, Bank shall pay for such modifications and they shall be subject to
the terms of Article 3.

       

      11.5 Additional Participation
with Bank.  Upon request by Bank, Tech will: (a) participate in
Bank’s assessment process including the completion of online or on-site
assessment(s), as appropriate, and remediation of any findings; and (b)
participate in periodic discussions between Bank personnel and Tech Information
Technology security personnel to review Tech’s security controls and compliance
with the PayMode Security Requirements.

       

      11.6 Subcontractors.  Tech
shall require any Subcontractors who have access to PayMode Data to implement
and administer an information protection program and plan that complies with
PayMode Security Requirements.  Tech shall include or shall cause to
be included in written agreements with such Subcontractors or other persons or
entities substantially the terms of this Article and the provisions of Schedules
F and G.

       

      11.7 Bank
Network.  Bank reserves the right to monitor Tech-maintained
platforms that reside on the Bank network.  Tech may be required, at
the expense of Bank, to assist with installation, support and problem resolution
of Bank-owned equipment or processes, or to provide an information feed from
such Tech-maintained platform to the Bank monitoring processes.

       

      11.8 Injunctive
Relief.  In view of the potential for irreparable harm in the
event of a breach of the Articles of this Services Agreement entitled
“Confidentiality” and “PayMode Data Security”, and without limitation of any
other remedies available to it, a Party shall have the right 

       

       

      
        
          
          

        

        
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      to obtain
injunctive relief, without the necessity of posting bond, in the event of a
breach of such Sections by the other Party.

       

      ARTICLE
12

       

      


       

      REPRESENTATIONS
AND WARRANTIES

       

      12.1 Mutual Representation and
Warranties.  Each Party represents and warrants the following:
(a) it is in good standing in the state of its incorporation and is qualified to
do business in each of the states in which it has operations, (b) it has
secured, or shall secure, all permits, licenses, regulatory approvals, and
registrations required to perform its obligations pursuant to this Services
Agreement; (c) it shall perform all obligations pursuant to this Services
Agreement, and shall ensure that its Representatives and Subcontractors shall
perform all obligations pursuant to this Services Agreement in compliance with
all laws, rules, regulations and other legal requirements, including, but not
limited to, Privacy Laws; (d) this Services Agreement is the valid and binding
obligation of the representing Party, enforceable against such Party in
accordance with its terms; (e) such Party is not subject to any pending or
threatened litigation or governmental action which could interfere with such
Party’s performance of its obligations hereunder; and (f) its execution,
delivery and performance of this Services Agreement (i) have been authorized by
all necessary corporate action, (ii) do not violate the terms of any law,
regulation, or court order to which such Party is subject or the terms of any
material agreement to which the Party or any of its assets may be subject, (iii)
will not result in the breach of any other agreement or obligation, and (iv)
except as set forth on Schedule I, are not subject to the consent or approval of
any third party.

       

      12.2 Viruses
Warranty.  Tech represents and warrants that the PayMode
Services and the Application Software do not contain, and that Tech will not
introduce into any computer or electronic data storage system used by Bank, any
disabling device, virus, worm, back door, Trojan horse or other disruptive or
malicious code that may or are intended to impair their intended performance or
otherwise permit unauthorized access to, hamper, delete or damage any computer
system, software, network or data.  Notwithstanding the foregoing, the
foregoing does not include any representation or warranty as to the presence or
absence of Harmful Code in the Original Application Software in the form
provided by Bank to Tech pursuant to the Acquisition Agreement.

       

      12.3 Open
Source.  Tech represents and warrants that it will
not:

       

      (a) incorporate
or otherwise combine with any Work Product any Open Source Materials that
require, as a condition of use of such Open Source Materials, that other
software or data incorporated into, derived from or distributed with such Open
Source Materials be (x) disclosed or distributed in source code form, (y)
licensed for the purpose of making derivative works, or (z) redistributable at
no charge or minimal charge.

       

      (b) incorporate
or otherwise combine with any Application Software any Open Source Materials
that require, as a condition of use of such Open Source Materials, that other
data incorporated into, derived from or distributed with such Open Source


       

       

      
        
          
          

        

        
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      Materials
be (x) disclosed or distributed in source code form, (y) licensed for the
purpose of making derivative works, or (z) redistributable at no charge or
minimal charge.

       

      12.4 Service
Quality.  Tech represents and warrants that the Services shall
be (i) provided in a high quality manner and on a timely basis by employees with
the proper skill, training and background necessary to accomplish his or her
assigned tasks, and (ii) rendered by competent individuals who possess the
skills necessary to perform the Services with the degree of skill and care that
is required by current good and sound procedures and practices in accordance
with industry standards.

       

      12.5 Software and Service Level
Warranty.  Tech represents and warrants to Bank that the
Application Software will be Operative for the Term of this Services
Agreement.  Tech further warrants that, following the Closing Date,
the PayMode Services shall conform to or exceed, in all material respects, the
Service Levels.

       

      12.6 Intellectual Property
Warranty.  Tech represents and warrants to Bank that the
provision and use of the PayMode Services and the PayMode System, including any
Upgraded Application Software and Work Product furnished under this Services
Agreement, and including Documentation, do not and shall not infringe,
misappropriate or otherwise violate any Intellectual Property of any third
party.  Notwithstanding the foregoing, Tech does not make any
representation or warranty that the use of the Original Application Software by
the Bank or any Customer in the same manner used by Bank or any Customer
immediately prior to the Closing Date does not infringe, misappropriate or
otherwise violate any Intellectual Property of any third party.

       

      12.7 BAA
Compliance.  Tech represents and warrants that it shall comply
with the terms of the BAA during the Term of this Services
Agreement.

       

      12.8 Privacy and Security
Warranty.  Tech represents and warrants to Bank that the
Services shall be provided and that Tech shall otherwise be in compliance with
the PayMode Security Program.

       

      12.9 Customer Service Agreement
Warranty.  Bank represents and warrants that it has entered
into a Customer Service Agreement with each Customer listed on Schedule 7.3(a) to
the Acquisition Agreement and that it will use reasonable efforts to enter into
a Customer Service Agreement with each Customer acquired after the Closing
Date.

       

      ARTICLE
13

       

      


       

      INDEMNIFICATION

       

      13.1 General.  Each
Party (the “Indemnifying Party”)
shall indemnify, defend, and hold harmless the other Party and its
Representatives, successors, permitted assigns and customers from and against
any and all claims or legal actions of whatever kind or nature that are made or
threatened by any third party and all related losses, expenses, damages, costs
and liabilities, including reasonable attorneys’ fees and expenses incurred in
investigation, defense or settlement (“Damages”), which
arise out of, are alleged to arise out of, or relate to (a) any negligent act or
omission or willful misconduct by the Indemnifying Party, its Representatives or


       

       

      
        
          
          

        

        
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      any
subcontractor engaged by the Indemnifying Party in the performance of the
Indemnifying Party’s obligations under this Services Agreement, or (b) any
breach of a representation, warranty, covenant or obligation of the Indemnifying
Party contained in this Services Agreement.

       

      13.2 Tech IP
Indemnity.  Tech shall defend or settle at its expense any
threat, claim, suit or proceeding against Bank, its Affiliates, Customers, and
each of their Representatives alleging infringement, misappropriation or other
violation of any Intellectual Property or any other rights arising from or
relating to the PayMode System, any Enhancement, Upgraded Application Software,
Customizations, Work Product or Services (“Action”).  Tech
shall indemnify and hold Bank, its Affiliates, Customers and each of their
Representatives harmless from and against and pay any Damages, including
royalties and license fees attributable to, such Action.

       

      13.3 Additional
Remedy.  If any Enhancement, Application Software, Work Product
or Service furnished under this Services Agreement, including
software,  system design, equipment or Documentation, becomes, or in
Bank’s or Tech’s reasonable opinion is likely to become, the subject of any
claim, suit, or proceeding arising from or alleging facts that if true would
constitute infringement, misappropriation or other violation of, or in the event
of any adjudication that any Enhancement, Application Software, Work Product or
Service infringes, misappropriates or otherwise violates any Intellectual
Property or any other rights of a third party, Tech, at its own expense, shall
take the following actions in the listed order of preference:  (a)
secure for Bank the right to continue using the Enhancement, Upgraded
Application Software, Work Product or Service; or (b) if commercially reasonable
efforts are unavailing, replace or modify the Enhancement, Application Software,
other Work Product or Service to make it non-infringing; provided, however, that
such modification or replacement shall not degrade the operation or performance
of the Enhancement, Application Software, Work Product or Service.

       

      13.4 Exclusions.  The
indemnity in Section 13.2 shall not extend to any claim of infringement
resulting solely from: (a) modification of the Application Software or any Work
Product by Bank; or (b) the use of the Original Application Software by Bank or
any Customer in the same manner as used by Bank or any Customer immediately
prior to the Closing Date.

       

      13.5 Indemnification
Procedure.  If notified promptly in writing of any Action
brought against any indemnitee based on a claim for which the indemnitee is
entitled to indemnification under this Article 13, the Indemnifying Party shall
defend such action at its expense and pay all costs (including reasonable
attorneys’ fees) and damages finally awarded in such Action or settlement which
are attributable to such claim.  The Indemnifying Party shall have
control of the defense of any such Action and all negotiations for its
settlement or compromise, provided that the Indemnifying Party shall use counsel
reasonably acceptable to the Indemnified Party and the Indemnifying Party may
only enter into a settlement or compromise of such Action with the prior written
approval of the Indemnified Party.  The Indemnified Party shall
reasonably cooperate with the Indemnifying Party in the defense of such claim,
and, notwithstanding anything herein to the contrary, may participate in the
defense of any claim, as it determines in its sole discretion, and be
represented, at the Indemnified Party’s expense, by counsel of the Indemnified
Party’s selection.

       

       

      
        
          
          

        

        
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      13.6 Cooperation in
Litigation.  From and after the Closing Date, each Party shall
fully cooperate with the other in the defense of any litigation or proceeding
which is instituted against such other Party relating to or arising out of
Tech’s provision of the Services to Bank.  The Party requesting such
cooperation shall pay the reasonable out-of-pocket expenses incurred in
providing such cooperation (including legal fees and disbursements) by the Party
providing such cooperation and by its officers, directors, employees and agents,
but shall not be responsible for reimbursing such Party or its officers,
directors, employees and agents, for their time spent in such
cooperation.

       

      ARTICLE
14

       

      


       

      LIMITATIONS
OF LIABILITY; DISCLAIMER

       

      14.1 Consequential
Damages.  EXCEPT AS SET FORTH IN SECTION 14.3 HEREOF, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO,
LOST PROFITS, EVEN IF SUCH PARTY ALLEGED TO BE LIABLE HAS KNOWLEDGE OF THE
POSSIBILITY OF SUCH DAMAGES.

       

      14.2 General
Limits.  EXCEPT AS SET FORTH IN SECTION 14.3 HEREOF, A PARTY’S
LIABILITY TO THE OTHER PARTY UNDER THIS SERVICES AGREEMENT SHALL BE LIMITED TO
THE AMOUNT OF $[**] (LESS ANY AMOUNTS PREVIOUSLY PAID BY THE LIABLE PARTY TO THE
OTHER PARTY AS COMPENSATION FOR DAMAGES IN CONNECTION WITH THIS SERVICES
AGREEMENT).  NEITHER PARTY SHALL BE RESPONSIBLE FOR THE ACTS OR
OMISSIONS OF THE OTHER PARTY, OR THE OTHER PARTY’S OFFICERS, EMPLOYEES OR AGENTS
(INCLUDING WITH RESPECT TO THE AMOUNT, ACCURACY, TIMELINESS OR AUTHORIZATION OF
ANY INSTRUCTIONS OR INFORMATION FROM THE OTHER PARTY).

       

      14.3 Exceptions.  NOTWITHSTANDING
SECTIONS 14.1 AND 14.2, THE LIMITATIONS SET FORTH IN THIS ARTICLE SHALL NOT
APPLY TO OR IN ANY WAY LIMIT THE OBLIGATIONS OR LIABILITIES OF A PARTY UNDER THE
ARTICLES OF THIS SERVICES AGREEMENT ENTITLED “INDEMNIFICATION,”
“CONFIDENTIALITY” AND “PAYMODE DATA SECURITY,” OR THE LIABILITY OF A PARTY FOR
ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

       

      14.4 DISCLAIMER OF
WARRANTIES.  THE EXPRESS WARRANTIES SET FORTH IN THIS SERVICES
AGREEMENT, ANY SCHEDULES, ADDENDA OR STATEMENTS OF WORK HEREUNDER ARE THE SOLE
WARRANTIES PROVIDED BY THE PARTIES HEREUNDER.  EXCEPT AS MAY BE SET
FORTH IN THE ANCILLARY AGREEMENTS, THE ACQUISITION AGREEMENT, THE INTELLECTUAL
PROPERTY LICENSE AGREEMENT AND THE TRANSITION AGREEMENT, THE PARTIES
SPECIFICALLY DISCLAIM, TO THE FULL EXTENT PERMITTED BY LAW, ALL OTHER
REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTY (A) OF
MERCHANTABILITY, (B) OF FITNESS FOR A 

       

       

      
        
          
          

        

        
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      PARTICULAR
PURPOSE, (C) OF NON-INFRINGEMENT, OR (D) ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING, OR USAGE OF TRADE.  EXCEPT AS SET FORTH ELSEWHERE
IN THIS SERVICES AGREEMENT, TECH DOES NOT WARRANT THAT THE APPLICATION SOFTWARE
WILL BE UNINTERRUPTED OR ERROR FREE.

       

      ARTICLE
15

       

      


       

      TERM
AND TERMINATION

       

      15.1 Term.  Unless
earlier terminated in accordance with the provisions of this Article 15, the
term of this Services Agreement shall be in effect for an initial term of five
(5) years commencing on the Closing Date (the “Initial
Term”).  Upon expiration of the Initial Term, this Services
Agreement shall automatically renew for successive three (3) year periods (each,
a “Renewal
Term”) unless either Party provides the other with written notice of
non-renewal at least one hundred and eighty (180) days prior to the expiration
of the Initial Term or the then-current Renewal Term.  Collectively,
the Initial Term and all Renewal Terms shall be referred to as the “Term.”

       

      15.2 Termination
Events.  In addition to
any other remedies available, upon the occurrence of a Termination Event (as
defined below) with respect to either Party, the other Party may immediately
terminate this Services Agreement or a Statement of Work entered pursuant to
this Services Agreement by providing written notice of termination.  A
Termination Event shall have occurred if:  (a) the other Party
materially breaches its obligations (or breaches a series of obligations any one
of which is not material, but when taken collectively are material) under this
Services Agreement, and the breach is not Cured within forty-five (45) calendar
days after written notice of the breach and intent to terminate is provided by
the other Party; (b) the other Party becomes insolvent (generally unable to pay
its debts as they become due) or the subject of a bankruptcy, conservatorship,
receivership or similar proceeding, or makes a general assignment for the
benefit of its creditors; (c) Tech: (i) merges with another entity where Tech is
not the surviving entity, without the prior written consent of Bank, (ii) is
subject to a transaction or series of related transactions wherein a third party
acquires more than fifty percent (50%) of its voting securities on a fully
diluted basis without Bank’s prior written consent, or (iii) transfers all, or
substantially all, of its assets relating to the PayMode Services without Bank’s
prior written consent; (d) in providing Services hereunder, Tech materially
violates any law or regulation governing the financial services industry or any
Privacy Laws, or causes Bank to be in material violation of any law or
regulation governing the financial services industry, which breach, if capable
of Cure, is not Cured within fifteen (15) calendar days after written notice of
the breach and intent to terminate is provided by Bank; (e) Bank has the right
to terminate under the Section entitled “Acceptance of Priority Enhancements;”
(f) Tech materially breaches the Service Levels; or (g) a Party attempts to
assign this Services Agreement in breach of the Section entitled “Succession and
Assignment”.  In order to be effective, any notice of termination
under this Section 15.2 must be provided within eighty-five (85) calendar days
after the Party providing such notice knows or reasonably should know of a
Termination Event.

       

      15.3 Termination for
Convenience.  Bank may terminate this Services Agreement for
its convenience, without cause, at any time following expiration of the first
Contract Year upon 

       

       

      
        
          
          

        

        
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      at least
ninety (90) days prior written notice to Tech, and Bank thereupon shall have no
further obligations under this Services Agreement except as described in
Section 15.5.

       

      15.4 Effect of Termination or
Expiration.  Subject to Section 15.6 below, upon termination or
expiration of this Services Agreement for any reason, all rights and obligations
of the Parties under this Services Agreement shall cease and be of no further
force or effect, except that the Sections of this Services Agreement entitled
“First-Mover Advantage”, “Fees, Invoicing and Payments”, “Intellectual
Property”, “Confidentiality”, “PayMode Data Security”, “Indemnification”,
“Limitation of Liability; Disclaimer”, “Term and Termination”, “Arbitration” and
“Governing Law” shall survive.  In addition, Bank’s obligations to pay
all fees that accrued and were attributable to the period prior to the effective
date of termination or expiration, less any applicable [**], shall survive any
termination or expiration of this Services Agreement.

       

      15.5 Termination
Fee.

       

      (a) If Bank
terminates this Services Agreement pursuant to Section 15.3 during the Initial
Term, provided that Bank provides notice of termination at least one hundred and
eighty (180) days before the expiration of the Initial Term, Bank shall be
obligated to pay to Tech an early termination fee equal to the lesser of $[**]
payable hereunder for the time period remaining in the Initial Term following
the date of termination of this Services Agreement.  If Bank
terminates this Services Agreement pursuant to Section 15.3 during any Renewal
Term, provided that Bank provides notice of termination at least one hundred and
eighty (180) days before the expiration of the Renewal Term, Bank shall be
obligated to pay to Tech an early termination fee equal to the lesser of $[**]
payable hereunder for the time period remaining in the Renewal Term following
the date of termination of this Services Agreement.  If Bank provides
notice of termination pursuant to Section 15.3 less than one hundred and eighty
(180) days before the expiration of the Initial Term or any Renewal Term, then
Bank shall pay an early termination fee equal to $[**] payable hereunder for the
time period remaining in the then-current Initial Term or Renewal Term following
the date of termination of this Services Agreement.

       

      (b) The
amounts set forth in Section 15.5(a) shall be reduced by any [**] outstanding at
the date of termination of this Services Agreement and any and all payments made
to Tech for Transition Services.

       

      (c) Any early
termination fee payable by Bank hereunder shall be due within thirty (30) days
following the date of termination of this Services Agreement, except that in the
event Bank requests Transition Services pursuant to Section 15.6 below, the
early termination fee shall be due within thirty (30) days following the date of
termination of such Transition Services.

       

      15.6 Transition
Services.  Upon termination or expiration of this Services
Agreement for any reason, and upon the request of Bank, Tech will continue
uninterrupted provision of PayMode Services and will reasonably cooperate with
Bank in the transition from use of the PayMode Services to other services
provided by Bank and/or a third party (“Transition
Services”).  Bank shall provide Tech with written notice of its
need for Transition Services as 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      soon as
reasonably possible.  The fees associated with such Transition
Services shall be in accordance with the fees for PayMode Services in effect at
the expiration or termination of this Services Agreement.  In Bank’s
sole discretion, such continued rendering of Services and any other required
transition assistance shall extend up to the second anniversary of the date of
termination, provided that in the event Bank intends to terminate the Transition
Services prior to the second anniversary of the date of termination, Bank shall
provide Tech with written notice of such termination at least ninety (90) days
in advance.  At Bank’s request following termination or expiration of
this Services Agreement, Tech shall promptly provide Bank with all requested
PayMode Data in a form acceptable to Bank (including in an electronic file
format acceptable to Bank).

       

      ARTICLE
16

       

      


       

      TECH
PERSONNEL

       

      16.1 Bank Benefit
Plans.  Tech’s personnel are not eligible to participate in any
of the employee benefit or similar programs of Bank.  Tech shall
inform all of its personnel providing services pursuant to this Services
Agreement that they will not be considered employees of Bank for any purpose,
and that Bank shall not be liable to any of them as an employer for any claims
or causes of action arising out of or relating to their assignment.

       

      16.2 Replacement of Tech
Resources.  Upon the request
of Bank, Tech shall promptly remove any of Tech’s Representatives or
Subcontractors performing Services under this Services Agreement that interact
with Bank’s Customers or have entered or have reason to enter facilities
controlled by Bank, and Tech shall replace such Representative or Subcontractor
as soon as practicable.  Upon the request of Bank, Tech shall
promptly, and after consultation with Bank, address any concerns or issues
raised by Bank regarding any of Tech’s Representatives or Subcontractors
performing Services under this Services Agreement, which may include, as
appropriate, replacing such Representative or Subcontractor.

       

      16.3 Subcontractors.  The
engagement of a Subcontractor by Tech shall be subject to Bank’s prior written
consent, and shall not relieve Tech of any of its obligations under this
Services Agreement.  Tech shall be responsible for the performance or
nonperformance of its Subcontractors as if such performance or nonperformance
were that of Tech.  Tech shall require all Subcontractors, as a
condition to their engagement, to agree to be bound by provisions substantially
the same as those included in this Services Agreement, particularly the Sections
entitled “Tech Personnel,” “Insurance,” “Confidentiality,” “PayMode Data
Security,”  “Audit” and “Business Continuity,” and to comply with the
terms of the BAA.

       

      16.4 Conduct.  Tech
shall comply and shall cause its Representatives to comply with all personnel,
facility, safety and security policies, rules and regulations and other
instructions of Bank, when performing work at a Bank facility or accessing any
Bank systems and shall conduct its work at Bank facilities or on Bank systems in
such a manner as to avoid endangering the safety, or interfering with the
convenience of, Bank Representatives or customers.  Tech understands
that Bank operates under various laws and regulations that are unique to the
security-sensitive banking industry.  As such, persons engaged by Tech
to provide PayMode Services are held to a higher standard of conduct and
scrutiny than in other industries or business 

       

       

      
        
          
          

        

        
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      enterprises.  Tech
agrees that its Representatives providing PayMode Services shall possess
appropriate character, disposition and honesty.  Tech shall, to the
extent permitted by law, exercise reasonable and prudent efforts to comply with
the security provisions of this Services Agreement.

       

      16.5 Hiring and Background
Checks.  Tech further represents that, through its hiring
policies and procedures including background checks, it endeavors to hire the
best candidates with appropriate character, disposition, and honesty; provided,
however, Tech shall have no obligation to perform background checks on any
former Bank employees that were transferred to, and hired by, Tech in connection
with the Acquisition Agreement.  Subject to applicable law, the
background checks utilized by Tech shall include at least a check for criminal
convictions and the other requirements of Schedule J. Tech shall not knowingly
permit a Representative to have access to Bank Confidential Information or
premises when such Representative: (a) has been convicted of a crime or has
agreed to or entered into a pretrial diversion or similar program in connection
with: (i) a dishonest act or a breach of trust, as set forth in Section 19 of
the Federal Deposit Insurance Act, 12 U.S.C. 1829(a); or (ii) a felony; or (b)
uses illegal drugs.

       

      16.6 Notification.  Bank
shall notify Tech of any act of dishonesty or breach of trust committed against
Bank, which may involve a Tech Representative or Subcontractor of which Bank
becomes aware, and Tech shall notify Bank if it becomes aware of any such
offense.  Following such notice, at the request of Bank and to the
extent permitted by law, Tech shall cooperate with investigations conducted by
or on behalf of Bank.

       

      ARTICLE
17

       

      


       

      INSURANCE

       

      17.1 General.  Tech
shall at its own expense secure and continuously maintain, and Tech shall
require its Subcontractors to secure and continuously maintain, throughout the
Term, the following insurance with companies qualified to do business in the
jurisdiction in which the applicable PayMode Services will be performed and
rated A-VII or better in the current Best’s Insurance Reports
published by A. M. Best.  Tech shall, within thirty (30) days after
the Closing Date and prior to commencing work, furnish to Bank certificates
evidencing the insurance described in (c), (d), and (e) and indicating that the
issuer of the certificate will endeavor to notify such Bank at least ten (10)
days in advance of any cancellation of the described policies prior to the
expiration date.  Bank shall also be named as an additional insured by
endorsement to the policies described in (c), (d) and (e) below for the purpose
of protecting Bank from any expense or liability arising out of, alleged to
arise out of, related to, or connected with the PayMode Services.

       

      (a) Worker’s
Compensation Insurance which shall fully comply with the statutory requirements
of all applicable state and federal laws.

       

      (b) Employers’
Liability Insurance which limit shall be $[**] per accident for Bodily Injury
and $[**] per employee/aggregate for disease.

       

       

      
        
          
          

        

        
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      (c) Commercial
General Liability Insurance with a minimum combined single limit of liability of
$[**] per occurrence and $[**] aggregate for bodily injury, death, property
damage and personal injury, and specifically covering infringement of
Intellectual Property.  This policy shall include products/completed
operations coverage and shall also include contractual liability
coverage.

       

      (d) Business
Automobile Liability Insurance covering all owned, hired and non-owned vehicles
and equipment used by such Party with a minimum combined single limit of
liability of $[**] for injury or death or property damage.

       

      (e) Excess
coverage with respect to (b), (c) and (d) above with a per occurrence limit of
$[**]. The limits of liability required in (b), (c) and (d) above may be
satisfied by a combination of those policies with an Umbrella/Excess Liability
policy.

       

      (f) Errors
and Omissions Insurance with a minimum limit of $[**].

       

      (g) E-commerce
Liability Insurance with a minimum limit of $[**] per occurrence and annual
aggregate during the first and second Contract Years, and with a minimum limit
of $[**] per occurrence and annual aggregate thereafter.  This shall
include, but is not limited to, coverage for:

       

      (i) Infringement
of copyright, title, slogan, trademark, trade name, trade dress, service mark,
or service name;

       

      (ii) Plagiarism,
misappropriation of trade secrets, or unauthorized use of titles, formats,
performances or artists or other performers, style, characters, plots, or
material;

       

      (iii) Libel,
trade libel, slander, disparagement of a person, organization or product or
other forms of defamation;

       

      (iv) Unauthorized
disclosure of information, which results in an invasion of privacy or other
invasion, infringement, or interference with the right of privacy or publicity,
whether under common or statutory law;

       

      (v) Unfair
competition involving the misuse of material, including trademark dilution,
deceptive trade practices, passing-off, and violations of Section 43(a) of the
Lanham Act or similar statutes;

       

      (vi) Breach of
contract limited to only those, which are implied in fact or in law, resulting
from the alleged misuse of material;

       

      (vii) False
advertising or misrepresentation in advertising;

       

      (viii) Any
actual or alleged breach of duty, neglect, error, act, mistake, omission, or
failure arising out of Tech's internet and network activities which results in
any of the following:

       

       

      
        
          
          

        

        
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                ·  

              	
                An
      attack that has the intent to affect, alter, copy, corrupt, destroy,
      disrupt, damage, or provide unauthorized access or unauthorized use of
      Tech’s or Bank’s computer systems;

              


      

       

      
        	
                ·  

              	
                Computer
      crime or information theft;

              


      

       

      
        	
                ·  

              	
                Denial
      of service;

              


      

       

      
        	
                ·  

              	
                Extortion;

              


      

       

      
        	
                ·  

              	
                Introduction,
      implantation, or spread of Harmful
Code;

              


      

       

      
        	
                ·  

              	
                Loss
      of service;

              


      

       

      
        	
                ·  

              	
                Unauthorized
      access or use, including the gaining of access to Tech’s or Bank’s
      computer system by an unauthorized person or persons or an authorized
      person in an unauthorized manner;
and

              


      

       

      (ix) Any
actual or alleged breach of duty, neglect, error, act, mistake, omission Any
actual or alleged infringement of copyright by Tech or a person or entity for
whom Tech is legally responsible relating to software code, user interfaces, or
any associated documentation in connection with Tech’s internet and network
activities.

       

      (h) Tech
shall be responsible for loss to Bank property and Customer property, directly
or indirectly, and shall maintain Fidelity Bond or Crime coverage for the
dishonest acts of its employees in a minimum amount of $[**].  Tech
shall endorse such policy to include a “Client Coverage” or “Joint Payee
Coverage” endorsement.

       

      17.2 Insurance
Certificates.  The failure of Tech to obtain certificates,
endorsements, or other forms of insurance evidence (or the failure of Tech to
obtain such evidence from its Subcontractors) is not a waiver by Tech of any
requirements for Tech and its Subcontractors to secure and continuously maintain
the specified coverages.  Tech shall notify and shall advise its
Subcontractors to notify insurers of the coverages required hereunder. Bank’s
acceptance of certificates or endorsements that in any respect do not comply
with the requirements of this Section 17.2 does not release Tech from compliance
herewith.  Should Tech or its Subcontractors fail to secure and
continuously maintain the insurance coverage required under this Services
Agreement, Tech shall itself be responsible to Bank for all the benefits and
protections that would have been provided by such coverage, including the
defense and indemnification protections.

       

       

      
        
          
          

        

        
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      ARTICLE
18

       

      


       

      ARBITRATION

       

      18.1 Binding
Arbitration.  Any controversy or claim arising under this
Services Agreement, other than those specifically excluded, between or among the
Parties not otherwise resolved, shall be finally resolved by binding
arbitration.  The arbitration shall be conducted by three (3)
independent arbitrators, each of whom shall be an attorney or retired judge
practicing in the areas of banking or information technology law.  The
arbitration shall be held in New York, New York in accordance with the United
States Arbitration Act (9 U.S.C. 1 et seq.), notwithstanding any choice of law
provision in this Services Agreement, and under the auspices of the AAA and the
Commercial Rules.

       

      18.2 Procedure.  Consistent
with the expedited nature of arbitration, each Party will, upon the written
request of the other Party, promptly provide the other with copies of documents
relevant to the issues raised by any claim or counterclaim on which the
producing Party may rely in support of or in opposition to any claim or
defense.  Within thirty (30) days after the designation of the
arbitrator, the arbitrator and the Parties shall meet, at which time the Parties
shall be required to set forth in writing all disputed issues and a proposed
ruling on the merits of each such issue.  At the request of a Party,
the arbitrator shall have the discretion to order examination by deposition of
witnesses to the extent the arbitrator deems such additional discovery relevant
and appropriate.  Depositions shall be limited to a maximum of three
(3) per Party and shall be held within thirty (30) days of the making of a
request.  Additional depositions may be scheduled only with the
permission of the arbitrator, and for good cause shown.  Each
deposition shall be limited to a maximum of three (3) hours
duration.  All objections are reserved for the arbitration hearing
except for objections based on privilege and proprietary or confidential
information.  Any dispute regarding discovery, or the relevance or
scope thereof, shall be determined by the arbitrator, which determination shall
be conclusive.  All discovery shall be completed within sixty (60)
days following the appointment of the arbitrator.

       

      18.3 Decisions.  The
arbitrator shall give effect to statutes of limitation in determining any claim,
and any controversy concerning whether an issue is arbitratable shall be
determined by the arbitrator. The arbitrator shall follow the law in reaching a
reasoned decision and shall deliver a written opinion setting forth findings of
fact, conclusions of law and the rationale for the decision.  The
arbitrator shall reconsider the decision once upon the motion and at the expense
of a Party.  The Article of this Services Agreement entitled
“Confidentiality” shall apply to the arbitration proceeding, all evidence taken,
and the arbitrator’s opinion, which shall be Confidential Information of both
Parties.  Judgment upon the decision rendered by the arbitrator may be
entered in any court having jurisdiction.

       

      18.4 Other
Remedies.  No provision of this Article 18 shall limit the
right of a Party to obtain provisional or ancillary equitable remedies from a
court of competent jurisdiction before, after, or during the pendency of any
arbitration.  The exercise of a remedy does not waive the right of
either Party to resort to arbitration.  The institution and
maintenance of an action for judicial relief or pursuit of a provisional or
ancillary equitable remedy shall not constitute a waiver of the right of either
Party to submit the controversy or claim to arbitration if the other Party
contests such action for judicial relief.

       

       

      
        
          
          

        

        
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      ARTICLE
19

       

      


       

      AUDIT

       

      19.1 Maintenance of
Records.  Tech shall maintain at no additional cost to Bank, in
a reasonably accessible location, all records pertaining to the Services for a
period of seven (7) years or as required by law, if longer.  Such
records may be inspected, audited and copied by Bank, its Representatives or by
federal or state agencies having jurisdiction over Bank, during normal business
hours and at such reasonable times as Bank and Tech may
determine.  Records available for review shall exclude: (a) any
information pertaining to Tech’s other customers that is deemed proprietary and
confidential; and (b) Tech confidential and proprietary information not
associated with Tech’s performance of the Services.  Tech shall give
prior notice to Bank of requests by federal or state authorities to examine Bank
records held by Tech.  At Bank’s written request, Tech shall use
reasonable best efforts to cooperate with Bank in seeking a protective order
with respect to such records.

       

      19.2 [**].  No
later than [**] after System Day One, and [**] thereafter, Tech shall, at its
sole cost and expense, engage a [**] to audit Tech’s controls related to
performance of the Services [**].  Each report will cover a minimum
six (6) calendar month period.  Tech shall provide a copy of the
report to Bank upon request.  [**].

       

      19.3 Bank Confidential
Audits.  Commencing on the Closing Date, during regular
business hours but no more frequently than once a year, Bank may, at its sole
expense, audit, test, and inspect Tech’s compliance with the PayMode Security
Requirements in the provision of the PayMode Services and the handling of
PayMode Data. Such audits shall be conducted on a mutually agreed upon date
which shall be no more than ten (10) Business Days after Bank’s written notice
of time, location and duration, subject to reasonable postponement by Tech, upon
Tech’s reasonable request, provided, however, that no such postponement shall
exceed twenty (20) Business Days.  Bank shall provide Tech a summary
of the findings from each report prepared in connection with any such
audit.  In the event Tech’s failure to comply is not an event of
termination hereunder, or Bank otherwise chooses to not terminate, Bank and Tech
will discuss the findings and agree to an appropriate remediation
plan.  Bank shall be entitled to perform up to two (2) additional such
audits in that year in accordance with the procedure set forth in this Section
19.3 for purposes of verifying remediation.

       

      19.4 Regulators.  Tech
will allow Bank’s federal and state governmental regulators (at a minimum, to
the extent required by law), at Bank’s expense, to inspect records held by Tech
and t the procedures and facilities of Tech.  Pursuant to 12 U.S.C.
1867(c), the performance of such services will be subject to regulation and
examination by the appropriate federal banking agency to the same extent as if
the services were being performed by Bank itself.  Tech acknowledges
that regulatory agencies may have authority to audit Tech’s performance at any
time during normal business hours and that such audits may include both methods
and results under this Services Agreement.

       

      19.5 Other
Audits.  In addition to the requirements under this Article 19,
and upon Bank’s request, but only during the Term of this Services Agreement,
Tech shall deliver to Bank, within thirty (30) days after its receipt by its
board of directors or senior management, a copy of 

       

       

      
        
          
          

        

        
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      any final
report or audit of Tech by any third-party auditors retained by Tech, including
any management letter such auditors submit, and on any other audit or inspection
upon which Bank and Tech may mutually agree, provided that such report relates
to the Services provided to Bank hereunder.

       

      ARTICLE
20

       

      


       

      NON-DISCRIMINATION
AND DIVERSITY

       

      20.1 Equal Opportunity
Employers.  Bank and Tech represent that they are equal
opportunity employers and do not discriminate in employment of persons or
awarding of subcontracts because of a person’s race, sex, age, religion,
national origin, veteran or handicap status.  Tech is aware of and
fully informed of Tech’s responsibilities and agrees to the provisions under the
following:  (a) Executive Order 11246, as amended or superseded in
whole or in part, and as contained in Section 202 of said Executive Order as
found at 41 C.F.R. § 60-1.4(a)(1-7); (b) Section 503 of the Rehabilitation Act
of 1973 as contained in 41 C.F.R. § 60-741.4; and (c) The Vietnam Era Veterans’
Readjustment Assistance Act of 1974 as contained in 41 C.F.R. §
60-250.4.

       

      20.2 General.  Tech recognizes
the Bank’s Supplier Diversity efforts supporting minority, woman and disabled
owned business enterprises and its commitment to the participation of minority,
woman and disabled owned business enterprises in its construction, procurement
and professional services programs.

       

      20.3 Representation by
Tech.  Tech represents it is not a Minority-, Woman-, Disabled-
or Disabled Veteran-Owned Business Enterprise.  Tech’s expectations,
goal(s) and commitment(s) with respect to Bank’s Supplier Diversity effort are
as follows:

       

      (a) During
the Term of this Services Agreement, at no additional charge to Bank and
consistent with the efficient performance of this Services Agreement, Tech
shall, regardless of Tech’s representation set forth in this Section, use
reasonable best efforts to use Minority-Owned Business Enterprise(s),
Woman-Owned Business Enterprise(s) and Disabled-Owned Business Enterprise(s), as
suppliers or Subcontractors to Tech when practical and cost
effective.

       

      (b) Tech
shall provide Bank upon request with a report which specifies the total amounts
invoiced by and paid to Minority-, Woman- and Disabled-Owned Business
Enterprises for the quarter being reported.  The report shall be in
the format outlined in the Bank Primary Supplier Subcontracting Reporting
Procedures provided to Tech by Bank’s Global Operations & Supplier
Relationship Development group.

       

      ARTICLE
21

       

      


       

      ENVIRONMENTAL
INITIATIVE

       

      Tech
acknowledges that Bank encourages each supplier with which it enters into an
agreement for the provision of goods or services to use, consistent with the
efficient performance of such agreements, recycled paper goods and other
environmentally preferable products, and to 

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      implement
and adhere to other environmentally beneficial policies and
practices.  Tech represents and warrants that Tech uses
environmentally beneficial practices specific to its industry that meet at least
the minimum standard recommended for its industry.  Upon Bank’s
request, Tech will provide written information on its environmental policies and
procedures.

       

      ARTICLE
22

       

      


       

      DEFINITIONS;
INTERPRETATION

       

      22.1 Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings ascribed to them in the Acquisition Agreement.

       

      22.2 “Acceptance Materials”
means: (1) detailed documentation and screen shots based on the approved
functional business requirements; (2) certification that the Enhancements have
successfully completed Tech quality control testing; and (3) at Bank’s request,
a successful, interactive online demonstration of the Enhancements in Tech’s
test environment.

       

      22.3 “Acceptance Period”
means the period commencing on the date that a particular Enhancement or item of
Work Product is delivered or otherwise made available to Bank and continuing for
fifteen (15) Business Days thereafter, or such other period as the Parties may
agree upon in writing.

       

      22.4 “Affiliate” means a
business entity now or hereafter controlled by, controlling or under common
control with a Party.  Control exists when an entity owns or controls,
directly or indirectly, (a) 50% or more of the outstanding equity representing
the right to vote for the election of directors or (b) other managing authority
of the controlled entity.

       

      22.5 “Application Software”
means, with respect to PayMode Processing Services, the online web software that
performs such services.

       

      22.6 “Business Day” means
Monday through Friday, excluding days on which Bank is not open for business in
the United States of America.

       

      22.7 “Closing Date” has the
meaning ascribed to it in the Acquisition Agreement.

       

      22.8 “Confidential
Information” has the meaning set forth in Section 10.2.

       

      22.9 “Consumer Information”
means any record about an individual, whether in paper, electronic, or other
form, that is a consumer report as such term is defined in the Fair Credit
Reporting Act (15 USC 1681 et seq.) or is derived from a consumer report and
that is maintained or otherwise possessed by or on behalf of Bank for a business
purpose.  Consumer Information also means a compilation of such
records.  The term does not include any record that does not identify
an individual.

       

      22.10 “Contract Year” means
each twelve (12) month period during the Initial Term of this Services
Agreement.

       

       

      
        
          
          

        

        
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      22.11 “Cure” means a Party
has made reasonable best efforts to mitigate losses arising from the applicable
default or breach and implemented corrective measures in an attempt to prevent
the re-occurrence of the applicable default or breach.

       

      22.12 “Customer” means an
existing customer of Bank listed on Schedule 7.3(a) to the Acquisition Agreement
and each additional customer of Bank with whom Bank agrees to provide the
PayMode Processing Services during the Term.

       

      22.13 “Customer Information”
means any record containing information about a Customer, its usage of Bank’s
services, or about a customer’s accounts, whether in paper, electronic, or other
form that is maintained by or on behalf of Bank for a business
purpose.

       

      22.14 “Customer Service
Agreement” means one or more written, binding agreements between Bank and
a Customer pursuant to which Customer receives the PayMode
Services.

       

      22.15 “Customizations” has
the meaning set forth in Section 3.1.

       

      22.16 “Deposit Materials”
has the meaning set forth in Section 9.1.

       

      22.17 “Customization Fees”
has the meaning set forth in Section 3.1.

       

      22.18 “Delivery Date” means
the date two (2) years after the Closing Date.

       

      22.19 “Development Services”
means the development services provided by Tech pursuant to the Product Roadmap
and Statements of Work hereunder.

       

      22.20 “Disabled-Owned Business
Enterprise” is recognized as a “for profit” enterprise, regardless of
size, located in the United States or its trust territories, which is at least
fifty-one (51%) percent owned, operated and controlled, by an individual of
United States citizenship with a permanent mental or physical impairment that
substantially limits one or more of the major life activities and which has a
significant negative impact upon the company’s ability to successfully
compete.  The ownership and control shall be real and continuing and
not created solely to take advantage of special or set aside programs aimed at
supplier diversity.  Due to the absence of a certifying agency for
this category of business owners, the Disabled-Owned Business Enterprise must
complete an affidavit and provide supporting documentation to be eligible for
consideration towards diverse supplier participation.

       

      22.21 “Disabled Veteran-Owned
Business Enterprise” is recognized as a “for profit” enterprise,
regardless of size, located in the United States or its trust territories, which
is at least fifty-one (51%) percent owned, operated, and controlled by a
disabled veteran.  The disabled veteran’s ownership and control shall
be real and continuing and not created solely to take advantage of special or
set aside programs aimed at supplier diversity.  The Association of
Service Disabled Veterans, www.asdv.org provides certification for this category
of business owners throughout the United States.

       

      22.22 “Documentation” means
the User Documentation and the specifications for the PayMode Services,
including any specifications set forth in the Product Roadmap.

       

       

      
        
          
          

        

        
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      22.23 “Enhancements” has the
meaning set forth in Section 2.1.

       

      22.24 “Escrow Agent” means
Iron Mountain Intellectual Property Services or such other escrow agent as the
Parties may mutually agree.

       

      22.25 “Escrow Agreement”
means an agreement substantially equivalent to the model escrow agreement
attached as Schedule F.

       

      22.26 “Escrow Release
Condition” has the meaning set forth in Section 9.5.

       

      22.27 “Intellectual
Property” has the meaning ascribed to it in the Acquisition
Agreement.

       

      22.28 “Minority Group” means
African Americans, Hispanic Americans, Native Americans (American Indians,
Eskimos, Aleuts, and native Hawaiians), Asian-Pacific Americans, and other
minority group as recognized by the United States Small Business Administration
Office of Minority Small Business and Capital Ownership
Development.

       

      22.29 “Minority-Owned Business
Enterprise” is recognized as a “for profit” enterprise, regardless of
size, physically located in the United States or its trust territories, which is
at least fifty-one (51%) percent owned, operated and controlled, by one or more
member(s) of a Minority Group who maintain United States
citizenship.

       

      22.30 “Object Code” means
machine-readable computer instructions that can be executed by a
computer.

       

      22.31 “OCC” means Office of
the Comptroller of the Currency.

       

      22.32 “Open Source
Materials” has the meaning ascribed to it in the Acquisition
Agreement.

       

      22.33 “Operative” means
conforming in all material respects to the performance levels and technical
specifications described in the Documentation or, with respect to
Customizations, the applicable Statement of Work.

       

      22.34 “Original Application
Software” means the Application Software provided by Bank to Tech
pursuant to the Acquisition Agreement.

       

      22.35 “Party” means Bank or
Tech.

       

      22.36 “PayMode Data” means:
(a) all Consumer Information and Customer Information received by Tech from Bank
or Customers; (b) all data provided by Bank or Customers for processing by the
Application Software in connection with this Services Agreement; and (c) all
derivative data generated from any of the foregoing data.

       

      22.37 “PayMode Marks” means
the Business Trademarks and any other Trademarks used by Tech after the date
hereof exclusively in connection with the sales and marketing of the PayMode
Services.

       

       

      
        
          
          

        

        
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      22.38 “PayMode Security
Program” means the security program developed and/or maintained by Tech
pursuant to Section 11.3.

       

      22.39 “PayMode Security
Requirements” means the security requirements for provision of the
PayMode Processing Services as described in Schedule G and as required by the
Business Associate Agreement at Schedule H.

       

      22.40 “PayMode Services”
means the PayMode Processing Services, the PayMode Maintenance Services, and the
PayMode Support Services.

       

      (a) “PayMode Processing
Services” means the PayMode® transaction processing services for payments
set forth in Schedule A attached hereto and more fully described in Appendix A
to Schedule A, which processing services may be modified by mutual agreement of
the Parties from time to time in accordance with this Services
Agreement.

       

      (b) “PayMode Maintenance
Services” has the meaning set forth in Article 4.

       

      (c) “PayMode Support
Services” has the meaning set forth in Article 4.

       

      22.41 “PayMode System” means
the Application Software, the Web Site, the Vendor Network, and the computer,
communications and network systems, and other infrastructure and technology
utilized by Tech to provide the PayMode Services.

       

      22.42 “Quarter” has the
meaning set forth in Schedule D.

       

      22.43 “Representative” means
any individual providing labor to a Party or a Subcontractor, including
employees, officers, directors, advisors, and agents thereof.

       

      22.44 “[**]”
means a [**] may apply [**] hereunder.

       

      22.45 “Service Fees” has the
meaning set forth in Section 6.1.

       

      22.46 “Service Levels” has
the meaning set forth in Section 1.2.

       

      22.47 “Services” means
Development Services and PayMode Services.

       

      22.48 “Source Code” means
the human-readable code from which a computer can compile or assemble the Object
Code of the Application Software.

       

      22.49 “Statement of Work”
means a written instrument executed by both Parties as described in Section
3.1.

       

      22.50 “Subcontractor” means
a third party to whom Tech has delegated or subcontracted responsibility for
performance of PayMode Processing Services.

       

      22.51 “Subscription Fee” has
the meaning set forth in Schedule D.

       

       

      
        
          
          

        

        
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      22.52 “System Day One” means
the date of the first day on which the PayMode System is operated by Tech
outside of Bank-controlled premises.

       

      22.53 “Term” has the meaning
set forth in Section 15.1.

       

      22.54 “Upgraded Application
Software” means any Application Software other than the Original
Application Software, including any upgrades, modifications or enhancements
(including Enhancements) to the Original Application Software and excluding
Customizations.

       

      22.55 “User Documentation”
means the user manuals, user identification codes, passwords, codes, keys, test
keys, security devices, digital signatures and certificates, other similar
devices and information and other documentation that Tech provides in connection
with the PayMode Services, including documentation provided in electronic or
online format.

       

      22.56 “Vendor Network” has
the meaning ascribed to it in the Acquisition Agreement.

       

      22.57 “Web Site” means the
URL from which Customers access the PayMode Processing Services.

       

      22.58 “Woman-Owned Business
Enterprise” is recognized as a “for profit” enterprise, regardless of
size, located in the United States or its trust territories, which is at least
fifty-one (51%) percent owned, operated and controlled by a female of United
States citizenship.

       

      22.59 “Work Product” means
all information, data, materials, discoveries, inventions, works of authorship,
documents, documentation, models, deliverables, computer programs, software
(including Source Code and Object Code), Customizations, firmware, designs,
drawings, specifications, processes, procedures, techniques, algorithms,
diagrams, methods, and all tangible embodiments of each of the foregoing (in
whatever form and media) conceived, created, reduced to practice or prepared by
or for Tech at the request of Bank within the scope of any Statement of Work
hereunder.

       

      22.60 Interpretation.  Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the
word “shall.”  The word “or” shall be construed to have the same
meaning and effect as “and/or.”  Unless the context requires
otherwise, (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein or therein), (b) any reference to any laws
herein shall be construed as referring to any law, statute, rule, regulation,
code, ordinance or other pronouncement having the effect of law of any federal,
national, multinational, state, provincial, county, city or other political
subdivision, domestic or foreign, as they from time to time may be enacted,
repealed or amended, (c) any reference herein to any person or entity shall be
construed to include the person’s or entity’s successors and permitted assigns,
(d) the words “herein”, “hereof’ and “hereunder”, and words of similar import,
shall be construed to refer to this Services Agreement in its entirety and not
to any particular provision hereof, (e) any reference herein to the words
“mutually agree” or “mutual written agreement” shall not impose 

       

       

      
        
          
          

        

        
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      any
obligation on either Party to agree to any terms relating thereto or to engage
in discussions relating to such terms except as such Party may determine in such
Party’s sole discretion; and (f) all references herein to Articles, Sections,
Exhibits, Schedules or Annexes shall be construed to refer to Articles,
Sections, Exhibits, Schedules or Annexes of this Services
Agreement.

       

      ARTICLE
23

       

      


       

      GENERAL

       

      23.1 Compliance with
Laws.  Each Party’s obligations are subject to the export
administration and control laws and regulations of the United
States.  Each Party shall comply fully with such laws and regulations
in the provision of, and use of, services pursuant to this Services
Agreement.  Should any entity outside the United States be utilized to
provide PayMode Services in accordance with the terms of this Services
Agreement, Tech shall obtain all necessary export licenses.  Each
Party’s obligations are subject to the export administration and control laws
and regulations of the United States.  Each Party shall comply fully
with such laws and regulations in the export, reexport, sale or other
disposition of Product pursuant to this Services Agreement.  Tech
shall notify Bank in writing of any known restrictions on the export or
reexport, sale or other disposition of any Upgraded Application Software or any
Work Product not generally applicable to commercial software.

       

      23.2 OCC
Compliance.  Tech agrees to be subject to OCC supervision and
examination, subject to the limitations and requirements of 12 U.S.C. §§ 1820a
and 1831v.

       

      23.3 Financial
Responsibility.  Upon Bank’s
request, Tech shall promptly furnish its quarterly financial statements as
prepared by or for Tech in the ordinary course of its business.  If
Tech is subject to laws and regulations of the U.S. Securities & Exchange
Commission (SEC), the financial reporting and notification requirements
contained herein shall be limited to all information that can be provided and in
accordance with timelines which are legally permitted.  Financial
information provided hereunder shall be used by Bank solely for the purpose of
determining Tech’s ability to perform its obligations under this Services
Agreement.  To the extent any such financial information is not
otherwise publicly available, it shall be deemed Confidential Information of
Tech.  If Bank’s review of financial statements causes Bank to
question Tech’s ability to perform its duties hereunder, Bank may request, and
Tech shall provide to Bank, reasonable assurances that Tech has adequate
financial resources to perform its duties hereunder.  A failure to
provide such reasonable assurances shall be deemed a material breach
hereunder.

       

      23.4 Business Continuity and
Disaster Recovery.  Bank shall cooperate with Tech in the
formulation of a Business Continuity Plan.  Such cooperation shall
include providing to Tech information about the business continuity and disaster
recovery plan utilized by Bank prior to the Closing Date.  As soon as
practically possible after the Closing Date, Tech shall provide Bank with a
proposed Business Continuity Plan for review by Bank and mutual agreement by the
parties.  Bank shall notify Tech of any perceived deficiencies in the
Business Continuity Plan proffered by Tech and Tech, with Bank’s cooperation,
shall submit a revised Business Continuity Plan for review and approval by
Bank.  Tech shall obtain Bank’s written approval of the Business
Continuity Plan prior to System Day One and, thereafter, shall not materially


       

       

      
        
          
          

        

        
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      deviate
from the Business Continuity Plan in meeting its obligations under this Services
Agreement.  After the Closing Date and prior to receipt of Bank’s
written approval of the Business Continuity Plan Tech shall use the same
business continuity plan utilized by Bank on the Closing Date.  The
Business Continuity Plan shall be updated and delivered to Bank by Tech upon
Bank’s request and shall include the items set forth in Schedule K, entitled
“Business Continuity Requirements.”

       

      23.5 Force
Majeure.  Neither Party shall bear any responsibility or
liability for any damages arising out of any delay, inability to perform or
interruption of its performance of its obligations under this Services Agreement
due to acts of God, acts of the public enemy or due to war, or riot, provided,
however, that Tech shall only be excused from its obligations in accordance with
this Section 23.5 to the extent that strict adherence to Tech’s accepted
Business Continuity Plan would not have avoided the delay, inability to perform,
or interruption of Tech’s performance of its obligations hereunder.

       

      23.6 Affiliates and Restriction
on other Third Party Beneficiaries.  Tech acknowledges and
agrees that the rights of Bank set forth in this Services Agreement shall inure
to the benefit of Bank’s Affiliates.  Except as expressly set forth in
this Services Agreement and with the exception of the Affiliates of Bank, the
Parties do not intend the benefits of this Services Agreement to inure to any
person other than the Parties and their respective successors and permitted
assigns, and nothing contained herein shall be construed as creating any right,
claim or cause of action in favor of any such other person, against either of
the Parties hereto.

       

      23.7 Entire
Agreement.  This Services Agreement, the Schedules and other
documents incorporated herein by reference, the Acquisition Agreement, the
Intellectual Property License Agreement, the Ancillary Agreements, and the
Transition Agreement are the final, full and exclusive expression of the
agreement of the Parties and supersede all prior agreements, understandings,
writings, proposals, representations and communications, oral or written, of
either Party with respect to the subject matter hereof and the transactions
contemplated hereby.  Notwithstanding the foregoing, as it relates to
their subject matter, nothing contained herein shall supersede the terms and
conditions set forth in the Acquisition Agreement, the Intellectual Property
License Agreement, the Ancillary Agreements, the Transition Agreement, and the
Non-Disclosure Agreement dated June 24, 2008 between Bank and Tech, each of
which shall remain in effect in accordance with its terms.

       

      23.8 Succession and
Assignment.  Neither Party may assign this Services Agreement
or any of the rights hereunder or delegate any of its obligations hereunder,
without the prior written consent of the other Party, and any such attempted
assignment shall be void, except that Bank or any permitted Bank assignee may
assign any of its rights and obligations under this Services Agreement to any
Bank Affiliate, the surviving corporation with or into which Bank or such
assignee may merge or consolidate or an entity to which Bank or such assignee
transfers all, or substantially all, of its business and
assets.  Subject to the foregoing, this Services Agreement shall be
binding upon, and inure to the benefit of, the Parties and their respective
permitted successors and assigns.

       

      23.9 Counterparts and Facsimile
Signature.  This Services Agreement may be executed by the
Parties in one or more counterparts, and each of which when so executed shall be
an 

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      original
but all such counterparts shall constitute one and the same
instrument.  The Parties agree to accept a digital image of this
Services Agreement, as executed, as a true and correct original and admissible
as best evidence to the extent permitted by a court with proper
jurisdiction.

       

      23.10 Headings.  Section
headings are included for convenience or reference only and are not intended to
define or limit the scope of any provision of this Services Agreement and shall
not be used to construe or interpret this Services Agreement.

       

      23.11 Notices.  All
notices or other communications required under this Services Agreement shall be
given to the Parties in writing to the applicable addresses set forth on the
signature page, or to such other addresses as the Parties may substitute by
written notice given in the manner prescribed in this Section 23.11 as
follows:  (a) by first class, registered or certified United States
mail, return receipt requested and postage prepaid, (b) overnight express
courier, or (c) by hand delivery to such addresses.  Such notices
shall be deemed to have been duly given (i) five (5) Business Days after the
date of mailing as described above, (ii) one (1) Business Day after being
received by an overnight express courier during business hours, or (iii) the
next Business Day if by hand delivery.

       

      23.12 Governing
Law.  This Services Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
laws of any jurisdictions other than those of the State of
Delaware.  To the maximum extent permitted by the governing law, this
Services Agreement and the transactions called for herein shall not be governed
or affected by any version of the Uniform Computer Information Transactions Act
enacted in any jurisdiction.

       

      23.13 Consents and
Approvals.  Wherever this Services Agreement requires either
Party’s approval or consent, such approval or consent shall not be unreasonably
withheld, conditioned or delayed.

       

      23.14 Amendments and
Waivers.

       

      (a) No delay,
failure or waiver of either Party’s exercise or partial exercise of any right or
remedy under this Services Agreement shall operate to limit, impair, preclude,
cancel, waive or otherwise affect such right or remedy.  Any waiver by
either Party of any provision of this Services Agreement shall not imply a
subsequent waiver of that or any other provision of this Services
Agreement.

       

      (b) If any
provision of this Services Agreement is held invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions shall in no
way be affected or impaired thereby.

       

      (c) No
amendments or waiver of any provision of this Services Agreement shall be valid
unless made by an instrument in writing signed by both Parties specifically
referencing this Services Agreement.

       

      (d) Tech and
Bank shall mutually agree upon any amendment to this Services Agreement that is
necessary for compliance with a change in federal law, rule or 

       

       

      
        
          
          

        

        
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      regulation
that is binding upon and subject to enforcement against financial services
companies or the suppliers of financial services companies, provided, however,
that any failure of the Parties to mutually agree upon reasonable terms and
conditions for such amendment shall constitute a material breach of this
Services Agreement by Tech, subject to Cure by Tech as set forth in Section
15.2(a).

       

      23.15 Construction.  Notwithstanding
the general rules of construction, both Bank and Tech acknowledge that both
Parties were given an equal opportunity to negotiate the terms and conditions
contained in this Services Agreement, and agree that the identity of the drafter
of this Services Agreement is not relevant to any interpretation of the terms
and conditions of this Services Agreement.

       

      23.16 Severability.  If
any provision of this Services Agreement is held invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall in no way be affected or impaired thereby.

       

      23.17 Relationship of the
Parties.  The Parties are independent
contractors.  Nothing in this Services Agreement or in the activities
contemplated by the Parties hereunder shall be deemed to create an agency,
partnership, employment or joint venture relationship between the Parties (or
any of their subcontractors or Representatives).  Tech shall have no
lien and no legal right to assert control over any funds held by any Customer of
Bank.  Tech acknowledges that no privity of contract exists between
Tech and Bank’s Customers, and that Bank is solely liable for any payments that
may be due to Tech pursuant to this Services Agreement.  To the extent
required by a Customer Service Agreement, Tech shall be bound by any
negotiation, arbitration, appeal, adjudication or settlement of any dispute
between Bank and Customer to the extent such dispute affects this Customer
Service Agreement.  Bank shall pay (in accordance with the terms of
this Services Agreement) for any additional Services Tech may be required to
render as a result of any such negotiation, arbitration, appeal, adjudication or
settlement; provided, however, for avoidance of doubt, this provision shall not
relieve Tech from its liability for its breach of this Services Agreement or its
liability pursuant to Article 13.

       

      23.18 Remedies.  Except
where expressly stated otherwise, the remedies under this Services Agreement
shall be cumulative and are not exclusive.  Election of one remedy
shall not preclude pursuit of other remedies available under this Services
Agreement or at law or in equity.  In arbitration a Party may seek any
remedy generally available under the governing law.

       

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Parties have executed this Services Agreement as of the
Closing Date.

       

       

      TECH

       

      By:           /s/ Robert A.
Eberle                                                        

       

      Name:      Robert A.
Eberle                                                        

       

      Title:        President and
CEO                                                        

       

      BANK

       

      By:           s/ Mike
Butz                                                        

       

      Name:      Mike
Butz                                                        

       

      Title:        VP, Supply
Chain                                                        

      Addresses
for notices:

       

      
        	
                If to Bank:

                Bank
      of America

                525
      N. Tryon Street

                Charlotte,
      NC 28255

                NC1-023-09-01

                Attn:
      GPS Sourcing Manager

              	
                Copy to:

                Bank
      of America

                101
      S. Tryon Street

                Charlotte,
      NC 28255

                NC1-002-29-01

                Attn:
      SCM Legal

                 

              
	
                If to Tech:

                Robert
      A. Eberle

                President
      and CEO

                Bottomline
      Technologies (de), Inc.

                325
      Corporate Drive

                Portsmouth,
      NH 03801

                Fax:
      (603) 436-0300

              	
                Copy to:

                John
      A. Burgess, Esq.

                Wilmer
      Cutler Pickering Hale & Dorr LLP

                60
      State Street

                Boston,
      MA 02109

                Fax:
      (617) 526-5000

              


      

      


      Agreement Reference
Number:                                                                                                           

       

    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    
       

      


      SCHEDULE
A

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

       

      PAYMODE
SERVICES/DELIVERABLES

       

      
        	
                1.  

              	
                Executive
      Overview:

              


      

       

      Tech will
support and enhance the PayMode online solution to enable them to provide the
services listed in the description of services below to Bank
Customers.

       

      Tech
will:

       

      
        	
                ·  

              	
                host
      the Web Site for the PayMode
application

              


      

      
        	
                ·  

              	
                provide
      support for incoming and outgoing file transmissions of transactions to be
      processed or already processed

              


      

      
        	
                ·  

              	
                provide
      technical implementation support for new
  Customers

              


      

      
        	
                ·  

              	
                provide
      phone and email based business and technical customer support for the
      Customers using the service and their trading
  partners

              


      

      
        	
                ·  

              	
                provide
      sales support for Bank as outlined in Article 7 of the Services Agreement
      and Schedule E attached thereto

              


      

      
        	
                ·  

              	
                provide
      Customer billing and Bank management reporting
  support

              


      

       

      Tech also
will invest in and enhance the PayMode Services based upon the Product
Roadmap.  Processing Services described herein will evolve from time
to time to accommodate the Upgraded Application Software. Notwithstanding, Bank
and Tech agree there will be no elimination or material reduction of services or
deliverables unless mutually agreed to in writing between Bank and
Tech.

       

      
        	
                2.  

              	
                Description
      of Services

              


      

       

      The
following PayMode Services will be provided by Tech:

       

      PayMode Processing
Services

       

      
        	
                Index

              	
                Processing

                Service

              	
                Description

              
	
                1

              	
                PayMode

                (core
      product)

              	
                PayMode is an internet
      based payment system that enables the initiation, processing and
      transmission of electronic payments and remittance information between
      disbursing companies and their vendors, suppliers and service
      providers.  Payments are accompanied by Customer-specified,
      detailed remittance information.

              
	
                2

              	
                PayMode
      Plus

              	
                PayMode Plus, an
      extension of core PayMode, adds the
      ability for a Customer to include multiple payment types (check, card,
      wire, PayMode, etc.) in their PayMode payment files.  PayMode Plus joins
      electronically initiated payments such as card and wire with check print
      files to provide a fully integrated AP solution that initiates both
      electronic payments and paper checks.

              
	
                3

              	
                PayMode
      for Reimbursement

              	
                The
      PayMode for
      Reimbursement product, an extension of core PayMode, is an Internet
      based application that enables initiation, processing and electronic
      transmission of travel and procurement expense payments between Customers
      and their employees, contractors, directors, etc.

              
	
                4

              	
                PayMode
      Payer Invoice Management

              	
                PayMode’s Payer Invoice
      Management product enables the receipt, routing, approval or
      disputing of electronic invoices.  Flexible business rules,
      including optional purchase order matching, enable Customers to
      efficiently manage their incoming invoices.  The product also
      features the upload of an approved invoice file to the AP system,
      eliminating many aspects of the costly invoice entry
    process.

              
	
                5

              	
                PayMode
      Concentrator

              	
                The PayMode Concentrator
      Service provides Customers who receive payments initiated from home
      banking systems with consolidated electronic delivery of payment and
      remittance information in a format that is easily processed by their
      accounts receivable systems.  This provides significant
      advantages over existing paper-based, lockbox solution.

              
	
                6

              	
                PayMode
      Out of Network ACH

              	
                The PayMode Out of Network
      ACH product allows existing Customers of PayMode to originate ACH
      credit and debit instructions via the PayMode web user interface to
      entities that are not members of the PayMode network. The transactions are
      processed by Bank as if the submitter were ACH Origination customers
      rather than a PayMode Customer.

              
	
                7

              	
                PayMode
      Out of Network Wires

              	
                The PayMode Out of Network
      Wires product allows existing users of PayMode to initiate USD wire
      transfers via the PayMode web user interface to entities that are not
      members of the PayMode network. The transactions are processed by Bank as
      if the submitter were a wire transfer customer rather than a PayMode
      Customer.

              
	
                8

              	
                PayMode
      for Employees

              	
                The PayMode for
      Employees product is an Internet based application that enables the
      initiation, authorizing, processing and electronic transmission of travel
      and procurement expense claims and payments between employers and their
      employees.  It allows for feeds to & imports from, General
      Ledger and HR systems respectively for the purposes of ledger updates and
      the automated import of employee
data.

              


      

      


      SCHEDULE
A-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
addition, the following services will be provided during the agreed upon
transition period, allowing Bank to identify and implement an alternative
solution for the impacted Customers.

       

      
        	
                Index

              	
                Processing

                Service

              	
                Description

              
	
                9

              	
                [**]

              	
                The [**] in the [**] to [**] receiving these
      types of payments.  [**].

                 

                Bank
      of America utilizes [**]
      as the [**].

              
	
                10

              	
                [**]

              	
                PayMode
      provides support to [**]

              


      

       

      Additional
details with respect to the service description are found in
Appendix A.  In Appendix A, Customers initiating payments
may be referred to as “Disbursers” and entities receiving payments (except for
Customers that receive payments through the PayMode Concentrator Service) may be
referred to as “Collectors.”

       

      
        	
                3.  

              	
                Service
      Provider’s Responsibilities

              


      

       

      Tech’s
responsibilities are outlined in detail in Appendix A

       

      
        	
                4.  

              	
                Deliverables
      Schedule

              


      

       

      Tech will
begin to provide the described services on the Closing Date in accordance with
the terms and conditions of the Services Agreement and the Transition
Agreement.

       

      
        	
                5.  

              	
                Change
      Control Procedure

              


      

       

      Tech and
Bank may amend this Schedule A if required from time to time.  In the
event the Parties agree on a material change to the PayMode Processing Services
or Tech’s responsibilities hereunder, the Parties shall execute an amendment to
this Schedule A prior to the adoption of any such change.

       

       

      
        SCHEDULE
A-2

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      APPENDIX
A TO SCHEDULE A

       

      PAYMODE
SERVICES

       

       

      
        	
                I.  

              	
                KEY
      FEATURES AND FUNCTIONS

              


      

       

       

      
        	
                A.  

              	
                General
      (applies to all services)

              


      

       

      
        	
                a.  

              	
                Web
      access

              


      

       

      The
PayMode application will have a web user interface that allows Customers to send
and receive payments, manage their PayMode profile and view reports of their
payments.  The web user interface will be accessed through the web URL
of www.paymode.com.  Bank
may redirect Customers using the web URL www.bankofamerica.com/paymode
to the web site hosted by Tech at the URL of www.paymode.com.

       

      
        	
                b.  

              	
                Login

              


      

       

      The
application will require each user accessing the system to have a unique user ID
and confidential password to log in to the system.  Users will be
locked out of the system after [**] invalid logon attempts.

       

      Passwords
will have a minimum password expiration time period and a minimum password
length that are consistent with Bank’s information security
standards.  Password composition requirements (e.g. contain at least
[**] character) also will be consistent with Bank’s information security
standards.

       

      Tech
users will not have access to any Customer user passwords.  They will
be able to assist properly authenticated users by resetting
passwords.  Password resets will generate a confidential email to the
email address on file for the user and the application will require the user to
change their password upon the first login after a password reset.

       

      As each
user is added to the PayMode application, they will receive a validation email
with a confidential link which is to be used for their assigned user ID to login
to the application.  The link is valid for [**] hours and the user
must utilize this activation link in order to complete their first login to the
system.  Users experiencing difficulty with the link can work with
Tech’s customer support team to have the validation link resent.

       

      
        	
                c.  

              	
                Enrollment

              


      

       

      Each
Customer using the PayMode Processing Services must enroll in PayMode through
the user interface.  During enrollment, the user enters information
about the Customer, about the bank account(s) to be used to send or receive
payments, about one PayMode account to be associated with that bank account and
about themselves as the enrolling user.  Customers will not be
required to accept any 

       

      
        APPENDIX
TO SCHEDULE A-1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Terms of
Use in order to access the PayMode Processing Services, except that in the event
a Customer wishes to be a Collector or a biller using the PayMode Payer Invoice
Management service, the application will prompt the user to review and accept
the PayMode Terms of Use agreement.  The user can accept the
agreement, decline it, or forward it via system generated email to another user
at their company for review and approval.  If the agreement is
declined the enrollment is not completed and the new membership is not
authenticated and activated.

       

      After the
enrollment is completed, the company cannot use PayMode to send or receive
payments until the Authentication process described in Section II-B of this
Appendix A is completed.  The enrolling user, however, can utilize
profile administration to add and update information while they are waiting for
the authentication to be completed.

       

      
        	
                d.  

              	
                Profile
      administration

              


      

       

      Users
with the appropriate privileges will be able to use the PayMode membership
administration function to:

       

      
        	
                ·  

              	
                Update
      company information for the membership (name, address, tax ID,
      etc.)

              


      

      
        	
                ·  

              	
                [**]

              


      

      
        	
                ·  

              	
                [**]

              


      

      
        	
                ·  

              	
                [**]

              


      

      
        	
                ·  

              	
                Add,
      delete or change the profile of users on the
  membership.

              


      

      
        	
                ·  

              	
                Add,
      delete or change the user privileges associated with each user for each
      PayMode account

              


      

      


      
        	
                e.  

              	
                User
      security

              


      

       

      Every
user will have a unique set of privileges that defines what functions they can
use within the PayMode system.  When user privileges are changed, an
email notification is sent to all of the administrative users on the PayMode
membership.

       

      The user
privilege set will be sufficiently granular to allow Customers to segregate
duties in a way that meets audit and risk management requirements, including,
but not limited to, allowing Customers using PayMode for healthcare claims
payments to meet the minimum necessary access requirement for the HIPAA
regulations.

       

      As new
functions are added to the application, new privileges will be added as
needed.

       

      
        	
                f.  

              	
                User
      home page

              


      

       

      
        APPENDIX
TO SCHEDULE A-2

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
application will present to each user that logs in to the system, a user home
page that presents them with a variety of useful information:

       

      [**]

      


      
        	
                g.  

              	
                Customer
      facing reports

              


      

       

      The
application will provide a variety of Customer facing reports which provide
information applicable to the functions for which the Customer is using the
specified report.

       

      The
reports will have a consistent look and feel.  When applicable, each
report will have the following common functionality:

       

      [**]

      


      
        	
                h.  

              	
                Web
      Site navigation

              


      

       

      The Web
Site will have a consistent look and feel with navigation that utilizes best
practices for website navigation.  As new web technologies evolve, the
Web Site will take advantage of those technologies which are stable to provide
the best possible user experience when navigating the site.

       

      When
possible, the Web Site will provide multiple options for navigating to
frequently used functions, so as to meet the needs of users with preferences for
varying approaches.  For example, reports and administration can be
accessed through tabs and/or through links on the sidebar.

       

      Tech will
execute usability testing when introducing significant new functionality to the
Web Site in order to ensure that the navigation of the Web Site is intuitive to
users and easy to use.  Use of the Web Site should continue to be
intuitive enough that minimal printed user documentation is
required.  Online help functions should be sufficient in most cases to
supplement the intuitive navigation presented on the web pages
themselves.

       

      The Web
Site will be able to be accessed and utilized by users with the following
minimum system requirements.  The requirements will be updated as
technological advancements require that they evolve.

       

      PayMode®
Minimum System Requirements

       

      For
optimum workstation performance, the following is recommended:

       

      * Intel®
1 GHz processor or higher (or equivalent)

       

      * 56 Kbps
modem or faster Internet connection

       

      * 512 MB
of RAM (1024 MB or higher recommended)

       

      * monitor
capable of 800x600 resolution (1024 x 768 recommended)

       

      *
Microsoft XP® (Home or Professional edition) or later

       

      
        APPENDIX
TO SCHEDULE A-3

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      *
Microsoft® Internet Explorer 6 SP1 or later, or Mozilla Firefox® 2.0 or later
(your browser must support Java® and JavaScript®)

       

      
        	
                i.  

              	
                Online
      help information

              


      

       

      The
application will provide online help that provides information designed to
support users who prefer to be self sufficient in researching additional
information on how to use the system.  This information will
include:

       

      
        	
                ·  

              	
                Background
      information on PayMode and it’s features and
  benefits

              


      

      
        	
                ·  

              	
                Topic
      based information on all major functions of the
  system

              


      

      
        	
                ·  

              	
                Frequently
      asked questions and their answers

              


      

      


      In
addition to a specific “Help” function, online assistance will be available in
the form of “More Info” links associated with each of the key functions in the
system.

       

      
        	
                j.  

              	
                Settlement
      Options

              


      

       

      The
PayMode application will support a variety of options for how payment settlement
with Customers can take place.  The purpose of the settlement options
is to allow [**].  In addition,
the settlement options provide the [**].

       

      Settlement
options are configured at the PayMode membership level and can be applied
to:

       

      [**]

      For each
settlement option, the following parameters can be specified:

       

      [**]

      


       

      
        	
                k.  

              	
                Payment
      Processing Controls

              


      

       

      The
application will provide a set of non-Customer facing reports designed to
provide the payment processing controls needed to ensure that all payments are
processed accurately and timely and to ensure that no payment is lost or altered
in processing.  This includes reports needed for payment and
transaction balancing and reconciliation.  These reports take two
forms:  reports designed to provide sub-ledger detail for expected
balances in system settlement accounts and reports designed to provide
“warehouse” balancing for transactions in some state of being
processed.

       

      
        	
                l.  

              	
                Administrative/operational
      functions

              


      

       

      In
addition to the Support Services functions outlined elsewhere in this Appendix
A, Tech will provide Bank a variety of administrative services to support the
delivery of the PayMode service to Bank Customers.  These
include:

       

      
        APPENDIX
TO SCHEDULE A-4

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                Daily
      processing of payment and invoice files, including processing of incoming
      Customer payment instruction files and distribution of outgoing settlement
      and reporting files to payment systems and/or
  Customers

              


      

      
        	
                ·  

              	
                Daily
      monitoring of the website and the underlying
  application

              


      

      
        	
                ·  

              	
                Technical
      problem resolution for any problems experienced with the Web Site or the
      underlying application

              


      

      
        	
                ·  

              	
                Daily
      processing and settlement account balancing and reconciliation designed to
      provide early problem detection as well as to meet prudent audit and risk
      management requirements.  There will be segregation of duties
      between the reconciliation and payment processing functions and a daily
      management review and sign-off on the
  reconciliation.

              


      

      
        	
                ·  

              	
                Month
      end reporting of the reconciliation of settlement accounts to the Bank
      owner of the settlement account, for any settlement account owned by
      Bank

              


      

      
        	
                ·  

              	
                Monthly
      preparation of reports of customer service volumes for delivery to
      facilitate billing via the analysis
system

              


      

      
        	
                ·  

              	
                Monthly
      invoicing of Customers that cannot be billed via the analysis
      systems

              


      

      
        	
                ·  

              	
                Daily
      SLA tracking and monitoring and monthly SLA
  reporting

              


      

      
        	
                ·  

              	
                Weekly
      OFAC monitoring of currently enrolled companies and
  users

              


      

      


      
        	
                m.  

              	
                Bank
      interfaces

              


      

       

      The
PayMode application will interface with Bank systems necessary to provide
payment and invoice processing services for Bank’s
Customers.  Initially, these interfaces include:

       

      
        	
                ·  

              	
                A
      file based interface to the ACH
system

              


      

      
        	
                ·  

              	
                A
      file based interface to the [**] application (for
      ePayables transactions)

              


      

      
        	
                ·  

              	
                A
      file based interface to [**] product (for select
      ACH, wire and International
payments)

              


      

      
        	
                ·  

              	
                A
      message based interface to the wire system via [**] (formerly [**])

              


      

      
        	
                ·  

              	
                An
      online and a file based interface to [**] or similar tool
      ([**]) for wire
      drawdown initiation

              


      

      
        	
                ·  

              	
                A
      spreadsheet based interface to the analysis systems ([**] and [**]) for billing
      purposes

              


      

      
        	
                ·  

              	
                A
      spreadsheet based interface to [**] for float revenue
      reporting

              


      

      
        	
                ·  

              	
                A
      file based interface from the bank’s M2M (machine to machine) information
      reporting

              


      

      


      For the
avoidance of doubt, Tech acknowledges and agrees that it shall have no right,
title or interest in any systems of Bank, its Affiliates or vendors with which
the PayMode application interfaces.

       

      
        	
                n.  

              	
                Other
      interfaces

              


      

       

      
        APPENDIX
TO SCHEDULE A-5

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
PayMode application will interface with other service providers’ systems
necessary to provide PayMode services to Bank’s Customers.  These
interfaces are described in the context of the specific service to which they
apply.

       

      
        	
                o.  

              	
                Data
      retention

              


      

       

      Tech will
ensure that all processing records required for Customer reporting and for
non-repudiation of any alleged processing errors will be retained for a minimum
of seven years.  Customer reporting data will be available to
Customers in an online real-time environment for a minimum of [**] months. [Note: archiving
is not currently an element of the system]

       

       

      
        	
                B.  

              	
                PayMode

              


      

       

      
        	
                a.  

              	
                Payment
      initiation

              


      

       

      The
PayMode application will support a variety of options through which Customers
can initiate payments to their vendors who are members of the PayMode
Network.  Regardless of the payment initiation method, the entity
being paid is identified using the [**].  There is no
need for the company [**].

       

      Payments
can be initiated through a manual data entry function in the PayMode user
interface.  Users enter payment data and also enter remittance data
associated with the payment to be initiated, using a variety of [**].

       

      Payments
also can be initiated by importing a payment instruction file through the user
interface.  During the import process, the user will be given the
ability to browse the directories on their network to find the file to be
imported.  Once selected, the location of the file can be saved as the
default directory for future imports.  Users are also prompted to
[**] for that
Customer.

       

      In
addition payments can be initiated via the delivery of a payment instruction
file through any secure file transfer mechanism.  Tech will support a
variety of file transfer mechanisms, including, but not limited to:

       

      
        	
                ·  

              	
                FTP
      with PGP encryption

              


      

      
        	
                ·  

              	
                HTTPS

              


      

      
        	
                ·  

              	
                SSHFTP

              


      

      
        	
                ·  

              	
                AS2
      with appropriate encryption, such as
S/MIME

              


      

      


      Regardless
of the input method (browser based import or other secure file transfer
mechanism), the application will feature a flexible integration infrastructure
which allows customized parsers to quickly and easily be developed for each
Customer, enabling the Customers to deliver their payment instructions in
whatever file format is easiest for them to produce.

       

      The
application will require PayMode payment instruction files to be digitally
signed with a valid digital certificate prior to processing.  [**].
Tech will never be 

       

      
        APPENDIX
TO SCHEDULE A-6

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      in
possession of the certificates, but will have the ability to assist Customers by
revoking and/or reissuing certificates should the need arise.

       

      Payments
will [**].  It is only after the payments receive all required
approvals that the debit to the disbursing Customer or the credit to the vendor
being paid will be released to the wire and/or ACH systems.

       

      During
the processing of payment instructions, the application will perform a variety
of file and transaction level validations on the files and
payments.  [**].

       

      
        	
                b.  

              	
                Payment
      management

              


      

       

      The
PayMode application will provide users with appropriate privileges with the
ability to [**].  In addition, prior to the release of the settlement
transactions to the payment systems, users will have the ability to [**].

       

      Should an
erroneous payment be detected by a Customer after the [**], Tech’s customer support
unit will work with the Disburser to assist in retrieving the payment from the
vendor to whom it was sent.

       

      The
PayMode application will allow the user to search for payments via the user
interface using a number of different parameters to filter the
search.  A list of payments matching the search criteria will be
presented and the user will have [**].

       

      If there
is a return of an ACH debit or ACH credit related to a PayMode payment, Tech’s
Customer Support team will research and resolve the return and will use the
application’s Payment Management function to [**].

       

      
        	
                c.  

              	
                Payment
      Receipt

              


      

       

      The
PayMode application will [**].  It will not
contain confidential data, but it will include a [**].

       

      Payments
are typically sent in CCD format, but for those vendors wishing to receive the
remittance detail through the ACH network, the PayMode application will send a
CTX formatted ACH transaction.  A Tech technical implementation
consultant will work with the vendor to configure the options for their CTX
set-up and test that set-up.

       

      
        	
                d.  

              	
                Reports

              


      

       

      Customer
facing reports for PayMode will include:

       

      [**]

      


      In
addition to the human readable reports specified here, specialized file based GL
reporting will be made available to Customers with this feature enabled
(currently 

       

      
        APPENDIX
TO SCHEDULE A-7

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      one
Customer).  This specialized reporting merges information from Bank’s
M2M balance reporting for the Customer with information about PayMode payments
sent and received to provide a GL posting file for a line of business that
doesn’t have a sophisticated GL system.

       

       

      
        	
                C.  

              	
                PayMode
      Plus

              


      

       

      
        	
                a.  

              	
                Payment
      initiation

              


      

       

      The
application will support the initiation of a comprehensive payment instruction
file that contains multiple payment types.  This type of file will be
accepted in the format that it is easiest for Bank’s Customer to produce,
[**].  Files can be delivered via the same secure file transfer
methods listed in section B.  This type of payment instruction cannot
be imported through the browser using the PayMode application
itself.

       

      During
the processing of payment instructions, the application will perform a variety
of file and transaction level validations on the files and
payments.  [**].

       

      The
PayMode integration processing will process the comprehensive payment
instruction file splitting the payments based on the payment type and will
forward the various payment types according to the following chart:

       

      
        	
                Payment
      Type

              	
                Destination

              
	
                Check

              	
                Check
      Print and Mail Supplier

              
	
                PayMode

              	
                PayMode
      application

              
	
                ePayables

              	
                [**]
      application at Bank

              
	
                Out-of-Network
      ACH

              	
                PayMode
      application

              
	
                Out-of-Network
      Wire

              	
                PayMode
      application

              
	
                Other
      Wires, ACH and International Payments

              	
                [**]

              


      

      


      Payments
destined for the PayMode application will be [**].

       

      Check
payments will be delivered to the print mail supplier for either same day or
next day printing, based on the deadlines provided by the
supplier.  Should Tech choose to move to a new supplier, deadlines
will continue to be no later than the currently established
deadlines.  Same day checks must be delivered to the print mail
supplier no later than [**]
in order to be printed and mailed that day and next day checks must be
delivered to the print mail supplier no later than [**] in ordered to be printed
and mailed the next Business Day.  To meet these deadlines, Customers
are asked to deliver same day checks to Tech no later than [**].  Certain large
volume print mail Customers, such as those delivering semi-monthly health care
claims payments files, will be processed according to a mutually agreed upon
time schedule.

       

      
        APPENDIX
TO SCHEDULE A-8

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Tech will
ensure that the check printing and mailing service includes the following
features:

       

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**].

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      for Customers to [**]

              


      

      
        	
                ·  

              	
                Ability
      for Customer to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Check
      stock with industry standard fraud protection features including, but not
      limited to:

              


      

      [**]

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Ability
      to [**]

              


      

      
        	
                ·  

              	
                Robust
      testing of [**]

              


      

      
        	
                ·  

              	
                Production
      of a set of test checks for [**]

              


      

      
        	
                ·  

              	
                Control
      procedures designed to ensure [**]

              


      

      
        	
                ·  

              	
                Control
      procedures design to verify that [**]

              


      

      


      Payments
destined for Bank’s [**]
and [**] applications
will be delivered to those applications as defined in mutually agreed upon
schedules.

       

      
        	
                b.  

              	
                Payment
      management

              


      

       

      Payments
destined for the PayMode application will have the same payment management
functionality described in Section B.

       

      For check
payments, Customers may request Tech’s support group to have the print/mail
supplier “pull” a check if it has not yet been mailed.

       

      
        APPENDIX
TO SCHEDULE A-9

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      For
payments delivered to [**], Customers will need to
use the [**] application
to manage those payments.

       

      
        	
                c.  

              	
                Processing
      controls

              


      

       

      Tech will
implement reconciliation processes to ensure that files delivered to other
applications for processing are received and processed.  Where
possible, this will include receipt and review of some sort of report or
acknowledgment from the receiving system.

       

      
        	
                d.  

              	
                Interfaces

              


      

       

      As part
of the PayMode Plus comprehensive payment service, Tech will establish and
maintain interfaces to the destination systems, as identified in the table in
part a of this Section C.

       

       

      
        	
                D.  

              	
                PayMode
      for Reimbursement

              


      

       

      
        	
                a.  

              	
                Initial
      and recurring employee load file
processing

              


      

       

      Tech will
process csv formatted files from Customers that wish to have an automated load
of their initial employee profile data for PayMode for
Reimbursement.  For Customers with large volumes of changes, Tech also
will process a regular (e.g. weekly or daily) file with updates to employee
profiles.

       

      
        	
                b.  

              	
                Profile
      maintenance

              


      

       

      For each
employee, officer, director, consultant or other individual to whom a Customer
needs to make expense reimbursement payments, the Customer will have the ability
to [**].  The
profile will include the following information:

       

      [**]

      


      Profile
information can be [**].

       

      
        	
                c.  

              	
                Payment
      initiation and receipt

              


      

       

      PayMode
for Reimbursement payments can be initiated using the same mechanisms used for a
PayMode payment.  The [**].  This
includes:  [**].

       

      Individuals
paid through PayMode for Reimbursement do not have [**].

       

      
        	
                d.  

              	
                Payment
      management

              


      

       

      PayMode
for Reimbursement payments can be managed using the same mechanisms used for a
PayMode payment.

       

      
        	
                e.  

              	
                Reports

              


      

       

      
        APPENDIX
TO SCHEDULE A-10

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PayMode
for Reimbursement payments can be viewed on the same reports used for PayMode
payments.  In addition, they can be viewed on the [**].

       

      For those
Customers using an automated employee load file, the PayMode application will
also provide an [**]

       

       

      
        	
                E.  

              	
                PayMode
      Payer Invoice Management

              


      

       

      
        	
                a.  

              	
                Payer
      functionality

              


      

       

      
        	
                i.  

              	
                PO
      files

              


      

       

      Customers
will have the ability to deliver a file of purchase order information against
which incoming electronic invoices can be matched.  This file will
have information about [**].

       

      The PO
file can be delivered through any of the [**].  In addition,
the PO can be [**].

       

      The
Customer will be able to [**].  Tech will
support an integration infrastructure that allows them to quickly and easily
[**].

       

      
        	
                ii.  

              	
                Profile
      management

              


      

       

      In
addition to the profile details managed for PayMode payments, PayMode Invoice
Management Customers will have to ability to [**].  Users with
the appropriate privilege set [**].  These [**].

       

      [**].

       

      
        	
                iii.  

              	
                Invoice
      Processing

              


      

       

      When
electronic invoices are delivered to the PayMode application, the invoices are
processed using the [**].  This includes
[**] such as the
following:

       

      [**]

      


      Successfully
processed electronic invoices are routed to the users with appropriate
privileges to act upon them.  The invoices are [**]for the users and the
PayMode application [**].

       

      
        	
                iv.  

              	
                Unmatched
      Invoices

              


      

       

      Unmatched
invoices are [**].  Users with appropriate privileges will be able to
use the PayMode application to [**].  Alternatively, the user can
[**].

       

      Other
actions which also can be taken on invoices in the [**] include:

       

      
        APPENDIX
TO SCHEDULE A-11

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [**]

      
        	
                v.  

              	
                Matched
      Invoices

              


      

       

      Users
with appropriate privileges will be able to take the following actions on
invoices in their [**]:

       

      [**]

      
        	
                vi.  

              	
                Invoices
      Pending Approval

              


      

       

      Users
with appropriate privileges will be able to take the following actions on
invoices in their invoices [**]:

       

      [**]

      


      
        	
                vii.  

              	
                Dispute/Rejection
      Process

              


      

       

      Users
with appropriate privileges can dispute [**].  When disputing an
invoice, the PayMode application will prompt the user to [**].  In
addition, there will be an opportunity to [**].  When an invoice is
disputed, it is placed in the [**].

       

      Users
with appropriate privileges also can [**], sending them back to the
[**].  Rejected invoices are in a state that [**].  When the
invoice is rejected, the [**].  In addition, there will be an
opportunity to [**].  When an invoice is rejected, an
[**].

       

      
        	
                viii.  

              	
                Post
      approval maintenance

              


      

       

      Users
with appropriate privileges also will be able to [**].  They will have
a [**].  This function is designed to give the Customer the
[**].

       

      
        	
                ix.  

              	
                Reporting

              


      

       

      The
following invoice management reports are available to users with the appropriate
privileges:

       

      [**]

       

      
        	
                b.  

              	
                Biller
      functionality

              


      

       

      
        	
                i.  

              	
                Profile
      management

              


      

       

      Billers
using the invoice management service will have the ability to
[**].  In addition, they can establish a [**].

       

      
        	
                ii.  

              	
                Invoice
      entry

              


      

       

      Billers
enrolled in the PayMode network will be given the ability to [**].

       

      
        APPENDIX
TO SCHEDULE A-12

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      First,
invoices can be [**].  When using the [**], the PayMode application
will [**].  If the line item type includes a [**].  In
addition, it will [**].

       

      Second,
the PayMode application will provide an opportunity to [**].  Invoices
files can be [**].  Tech will support a [**].  When
importing a file, the user will be prompted to [**].  Once selected,
[**].

       

      Finally,
invoice files can be delivered via any of the secure file transfer mechanisms
that are offered.  Like files imported through the browser, these
files can be [**].  When a file is delivered, the PayMode application
will send a [**].

       

      
        	
                iii.  

              	
                Dispute
      process

              


      

       

      Users
with appropriate privileges will be able to take the following actions on
disputed invoices in their queue:

       

      [**]

      


      
        	
                iv.  

              	
                Reporting

              


      

       

      The
following reports will be available to billers submitting electronic invoices to
the PayMode network:

       

      [**]

       

       

      
        	
                F.  

              	
                PayMode
      Concentrator

              


      

       

      
        	
                a.  

              	
                Payment
      processing

              


      

       

      Concentrator
payments are home banking payments destined to PayMode Concentrator
Customers.  Tech will receive those payments through a number of
channels, including but not limited to:

       

                                  [**]

      Incoming
payment files from all of the Concentrator channels are processed by
[**].  In addition, the funds are [**].

       

      b.           [**]  PayMode
Concentrator uses [**]
to provide three kinds of services to Customers:

       

      [**]

      


      c.      Settlement
options

       

      PayMode
Concentrator Customers can choose to receive [**].  Exceptions
exist when [**].

       

      
        APPENDIX
TO SCHEDULE A-13

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      d.      Returns

       

      PayMode
Concentrator will provide Customers with the ability to [**].  This is done
through the [**].  Payments
flagged for return are [**].

       

      e.      Reporting

       

      PayMode
Concentrator Customers can view [**].  In addition,
those using a [**]

       

      f.      A/R
files

       

      PayMode
Concentrator Customers can elect to [**].  This file
contains the [**].  It is produced in the [**].  A/R files
can be [**].

       

      PayMode
Concentrator Customers also can receive [**]. A Tech technical
implementation consultant will work with the Customer to [**]

       

       

      
        	
                G.  

              	
                PayMode
      Out-of-Network ACH

              


      

       

      
        	
                a.  

              	
                Payment
      initiation

              


      

       

      PayMode
Out-of-Network ACH payments can be initiated using the same mechanisms used for
a PayMode payment.  [**].  These
payments are being sent to entities that are not members of the PayMode network,
so the Customer’s payment instruction file needs to include all the data
elements needed to originate an ACH credit or debit.  This information
is [**].  It
includes:

       

      [**]

      


      
        	
                b.  

              	
                Payment
      management

              


      

       

      The
PayMode application will provide users with appropriate privileges with the
ability to [**].  In addition, prior to the release of the
out-of-network transaction to the ACH system, users will have the ability to
[**].

       

      Should an
erroneous payment be detected by a Customer after the release of the transaction
to ACH, Tech’s customer support unit will [**].

       

      The
PayMode application will allow the user to [**].

       

      [**].  The return
reporting will be set-up this way by Tech’s technical implementation consultant
during the implementation.

       

      
        	
                c.  

              	
                Reports

              


      

       

      PayMode
Out-of-Network ACH payments can be viewed on the same reports used for PayMode
payments.

       

       

      
        	
                H.  

              	
                PayMode
      Out-of-Network Wires

              


      

       

      
        APPENDIX
TO SCHEDULE A-14

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                a.  

              	
                Payment
      initiation

              


      

       

      PayMode
Out-of-Network Wire payments can be initiated using the same mechanisms used for
a PayMode payment.  Unlike PayMode payments, the payment recipient is
[**].  These
payments are being sent to entities that are not members of the PayMode network,
so the Customer’s payment instruction file needs to [**].  This
information is [**].  It
includes:

       

      [**]

      


      As
payments are processed by Bank’s wire transfer system, the following [**].

       

      [**]

      


      
        	
                b.  

              	
                Payment
      management

              


      

       

      The
PayMode application will provide users with appropriate privileges with the
ability to reject [**].
PayMode Out-of-Network Wire payments are processed using a [**].  As a result,
there is no opportunity for the user to [**].

       

      Should an
erroneous payment be detected by a Customer after the release of the transaction
to wire, Tech’s customer support unit will [**].

       

      The
PayMode application will allow the user to [**].

       

      If Bank’s
wire system rejects the wire payment, the change in status is [**].

       

      
        	
                c.  

              	
                Reports

              


      

       

      PayMode
Out-of-Network Wire payments can be viewed on the same reports used for PayMode
payments.

       

       

      
        	
                I.  

              	
                PayMode
      for Employees

              


      

       

      
        	
                a.  

              	
                Profile
      Management

              


      

       

      PayMode
for Employees Customers can use the PayMode user interface to update their
processing profile.  The following parameters can be
updated:

       

      [**]

      
        	
                b.  

              	
                Approval
      Hierarchy Management

              


      

       

      Customers
using PayMode for Employees will be given the ability to
[**].  Sometimes referred to as a GL file, this file provides
[**].  In addition, it [**].

       

      Approval
hierarchy information also can be updated via the PayMode user
interface.  This functionality can be [**].

       

      
        	
                c.  

              	
                Expense
      Report Submission

              


      

       

      
        APPENDIX
TO SCHEDULE A-15

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
PayMode application will provide a web user interface through which users can
enter and submit expense reports.  This entry process will
[**].  The entry process includes the following features:

       

      [**]

      
        	
                d.  

              	
                Expense
      Report Approval

              


      

       

      When an
expense report is successfully submitted, the expense report is [**].

       

      Approving
users will be given the opportunity to review expense report details and warning
messages. They can reject the expense report, [**].

       

      
        	
                e.  

              	
                Payment
      Processing

              


      

       

      For
expense reports that are approved by the time the last ACH file of the day is
being produced, the PayMode application will [**].  Both the
employee submitting the expense report and the card issuer will be [**].

       

      
        	
                f.  

              	
                Reports

              


      

       

      The
PayMode application will provide the following reports to assist PayMode for
Employees Customers in managing their Expense Reimbursement
program.

       

      [**]

       

      
        	
                g.  

              	
                General
      Ledger File

              


      

       

      The
PayMode application will provide a periodic general ledger update file that
reflects the details of the expenses submitted and paid.  This file
will be generated in the [**]
that are available.

       

       

      
        	
                J.  

              	
                Transition
      Only:  PayMode Bill Payment
Service

              


      

       

      
        	
                a.  

              	
                Payment
      and DMP Processing

              


      

       

      Credit
counseling and remote banking consumer payments and administrative messages to
be originated through the [**]
network can be initiated through the PayMode Bill Payment Service using
the same payment initiation methods available for PayMode
payments.  One exception is that they cannot be initiated through
manual payment entry.  These types of payments and administrative
messages (e.g. debt management proposals, balance verifications and other
message types used by the credit counseling industry to coordinate with billing
entities) are only accepted in the [**] file format defined by
[**]; however, they can
be delivered via any of the secure file transfer mechanisms and all of the
approval signature requirements and business rules apply.

       

      Once a
Customer’s payment instruction file has received all the necessary approvals and
the funds have been collected from the disburser, an ACH credit is 

       

      
        APPENDIX
TO SCHEDULE A-16

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      sent to a
PayMode settlement account that has been designated for these payments and the
payment details are sent to [**] by the PayMode
application.  [**]
will process the payment file and draw the funds down from the settlement
account using a wire drawdown.

       

      
        	
                b.  

              	
                Returns

              


      

       

      When
[**] or the billing
entity receiving the payments are unable to process the payments, the payments
are returned.  The PayMode application receives return information on
a [**] formatted file
delivered from [**].  In addition,
[**] wires funds for the
returned payments into the designated settlement account.

       

      When the
PayMode application processes a return file, it [**].

       

      
        	
                c.  

              	
                Reporting

              


      

       

      PayMode
Bill Payment Service features the following reports:

       

      [**]

       

      
        	
                K.  

              	
                Transition
      Only:  Other Translation
Services

              


      

       

      
        	
                a.  

              	
                NACHA
      to BAI Translation – ACH Entry Detail
Report

              


      

       

      PayMode’s
integration services receive NACHA formatted entry detail reports for Customer’s
requesting this for their ACH Origination activity.  These files are
delivered from Bank’s ACH system.  PayMode translates this information
into a BAIv2 formatted entry detail report and delivers it to the Customer using
any of the secure file transfer methods.

       

      Customers
may choose whether to have payments reported upon presentment or on settlement
date or on the day after the settlement date.  Customers also can
choose whether to have the BAI transaction codes that match the payments used or
to use the BAI codes that match the offsetting settlement transaction to their
account.

       

      
        	
                b.  

              	
                SWIFT
      TO BAI Translation – International Balance
  Reporting

              


      

       

      PayMode’s
integration services receive incoming SWIFT balance reporting messages (940s or
950s) sent to a Bank SWIFT BIC designated to receive these international cash
management balance reports.  Customers are set-up to have these
messages translated into a BAIv2 formatted balance reporting file and then
transmitted to them using any of the secure file transfer methods.

       

      Account
numbers on incoming messages are compared to a table listing SWIFT BICS and
account numbers for accounts to be included in each transmission.  If
a message is received for an account that is not found, an exception email is
sent to Tech’s customer support team.  Tech is to forward this email
to the designated 

       

      
        APPENDIX
TO SCHEDULE A-17

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      contact(s)
in Bank’s International Client Servicing team for coordination with the Customer
to determine if a new account needs to be added.

       

      
        	
                c.  

              	
                Legacy
      EDI Translation – Version 3020 to 4030 for Check
  Print

              


      

       

      PayMode’s
integration services receive 820s for check print activity destined for The
Payment Network (TPN).  These 820s are transmitted from a Customer and
are in a legacy format (version 3020) and PayMode translates them into Bank’s
standard 820 format (version 3040) and delivers the file to TPN

       

      [**]

       

       

      
        	
                II.  

              	
                VENDOR
      ONBOARDING

              


      

       

       

      
        	
                A.  

              	
                Enrollment
      Campaigns

              


      

       

      Vendor
enrollment is a core process within the PayMode application.  New and
existing Customers will provide [**].  An enrollment
manager will be assigned to the Customer who will [**]. Tech will:

       

      
        	
                a)  

              	
                Provide
      Customer with segmented [**]

              


      

      
        	
                b)  

              	
                Conduct
      enrollment campaigns [**].

              


      

      
        	
                c)  

              	
                [**]

              


      

       

      
        	
                B.  

              	
                Authentication
      and Activation

              


      

       

      
        	
                a)  

              	
                The
      authentication and activation process is a key component of the network
      expansion and security.  Tech will provide all authentication
      and activation processes as outlined in established SOPs.  The
      authentication and activation process
includes:

              


      

      
        	
                b)  

              	
                [**];

              


      

      
        	
                c)  

              	
                [**];

              


      

      
        	
                d)  

              	
                [**];

              


      

      
        	
                e)  

              	
                [**];
  and

              


      

      
        	
                f)  

              	
                [**]

              


      

       

      
        	
                C.  

              	
                Activation
      Reporting

              


      

       

      The
activation reporting is a key component of the Customer implementation and
network usage.  Tech will provide reports of [**].  Reports
may be sent [**]. Tech will notify Customer and Bank upon completion of campaign
program.

       

       

      
        	
                III.  

              	
                SUPPORT
      SERVICES

              


      

       

       

      
        	
                A.  

              	
                Toll
      free phone support

              


      

       

      The help
desk support of PayMode is a key driver to overall Customer/vendor satisfaction.
Tech will provide a toll free number for Customers and vendors to access


       

      
        APPENDIX
TO SCHEDULE A-18

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      operator
support Monday through Friday 8:00 AM – 8:00 PM ET excluding bank holidays.
Service levels for this support are outlined in Schedule B.

       

       

      
        	
                B.  

              	
                Email
      support

              


      

       

      In
addition to live phone support, PayMode Customers and vendors also rely on
timely response to email inquiries.  Tech will provide support for
Customer inquiries that come through the email channel.  Specific
service levels for email servicing are outlined in Schedule B.

       

       

      
        	
                C.  

              	
                Dedicated
      Customer Support

              


      

       

      Tech will
provide a dedicated customer support contact for those Customers that: 1) Bank
is currently providing such services for, 2) Bank Customers that are anticipated
to generate $[**], and
3) Bank and Tech mutually agree have a level of complexity that warrant
dedicated customer support. A dedicated contact is defined as an individual whom
the Customer can contact with issues instead of using the toll free
number.  Such a contact may support more than one Customer provided
that Tech ensures that the Customer is highly satisfied with the
service.

       

       

      
        	
                D.  

              	
                Escalation
      of service issues

              


      

       

      A process
for escalation of service issues is key to the ongoing Customer satisfaction of
the PayMode system/service.  Tech will provide appropriate escalation
process/support for Customers as outlined in Schedule B of this Services
Agreement. This may include:

       

      
        	
                a)  

              	
                Escalation
      to Technology partners in the event of a system
  issue.

              


      

      
        	
                b)  

              	
                Escalation
      to appropriate levels of Tech management as
  required

              


      

      
        	
                c)  

              	
                Escalation
      to Bank Customer team for:

              


      

      
        	
                1.  

              	
                Customer
      issues not resolved to customer
satisfaction

              


      

      
        	
                2.  

              	
                Customer
      issues with pricing of service

              


      

      
        	
                d)  

              	
                Escalation
      to Bank Risk/Fraud team for issues relating
to:

              


      

      
        	
                1.  

              	
                Suspected
      Fraud

              


      

      
        	
                2.  

              	
                Suspected
      misuse of system

              


      

      
        	
                e)  

              	
                Escalation
      to Bank Product team for issues relating
to:

              


      

      
        	
                1.  

              	
                Any
      issues escalated to any Bank team; Bank Product team should be notified of
      any escalation to Bank team.

              


      

       

      
        	
                IV.  

              	
                IMPLEMENTATION
      SUPPORT

              


      

       

      Implementation
Support is a key function of the PayMode service that includes all aspects of
the Customer technical integration for new or existing Customers (changes). Bank
and Tech understand that Bank will manage the Customer implementations, and be
the primary Customer contact for the majority of Implementation-related
communications.

       

      Specific
components of this process include:

       

      APPENDIX
TO SCHEDULE A-19

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                A.  

              	
                File
      mapping

              


      

       

      This
component includes the mapping of a customer file for development of a [**]. File mapping requires
the Bank to provide a test file or appropriate file specification from the
Customer as part of the Bank’s Implementation responsibilities. Tech will
provide a [**].

       

       

      
        	
                B.  

              	
                Membership
      Configuration Consulting

              


      

       

      This
component includes the requirement for Tech to provide consultative support to
Bank Customers in the set up of the Customer’s membership within the PayMode
application. Membership configuration consulting specifically
includes:

       

      
        	
                a)  

              	
                Identification
      of products to be used and appropriate settings activated to use such
      products

              


      

      
        	
                b)  

              	
                Settlement
      options required for appropriate execution of Customer’s payment
      initiations and/or receipt of payments as defined by product(s) utilized
      (See description of product services in Schedule
  A).

              


      

      
        	
                c)  

              	
                Establishment/consultation
      of user privileges as required by Customer and product(s)
      utilized

              


      

      
        	
                d)  

              	
                Identification
      of any HIPAA type payments and required settings to support such
      payments

              


      

      
        	
                e)  

              	
                Check
      print options/setup

              


      

      
        	
                f)  

              	
                Identification
      of any special remittance type options required by Customer to ensure
      optimal vendor/Customer experience

              


      

      
        	
                g)  

              	
                Identification
      of business rules and associated account set up required by Customer to
      ensure optimal usage of the PayMode membership and account
      setups.

              


      

       

      
        	
                C.  

              	
                [**]
      Development and Testing

              


      

       

      [**]
development and testing are key functions that are required to utilize the
PayMode payment initiation process of the system.  Tech
will:

       

      
        	
                a)  

              	
                Develop
      Customer [**] in
      accordance with test files/maps/file specs
  provided

              


      

      
        	
                b)  

              	
                Develop
      Customer [**]
      business rules as identified in requirements documents and maps developed
      by Tech’s implementation support
team

              


      

      
        	
                c)  

              	
                Test
      all Customer [**]
      and business rules including negative testing scenarios to ensure
      successful Customer implementation to
  production.

              


      

       

      
        	
                D.  

              	
                A/R
      Formatter Development and Testing

              


      

       

      A/R
Formatters are required for PayMode Concentrator Customers receiving AR files of
payments received.  Tech will:

       

      
        	
                a)  

              	
                Develop
      Customer [**] files in accordance with the test files/maps/file specs
      provided

              


      

      
        	
                b)  

              	
                Develop
      Customer [**] business rules as identified in
  requirements

              


      

      
        	
                c)  

              	
                Develop
      [**] as appropriate for Customers requesting such
  service

              


      

      
        	
                d)  

              	
                Test
      all A/R files and [**] including negative testing scenarios to ensure
      successful Customer implementation to
  production.

              


      

       

      APPENDIX
TO SCHEDULE A-20

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                E.  

              	
                CTX
      Configuration and Testing

              


      

       

      PayMode
network vendors and/or PayMode Concentrator Customers may request the settlement
of their ACH transaction in the CTX format. Tech will provide this service,
specifically:

       

      
        	
                a)  

              	
                Develop
      CTX format in accordance with Customer or bank provided
      specification

              


      

      
        	
                b)  

              	
                Test
      all CTX files including negative testing scenarios to ensure successful
      Customer/vendor implementation to
production.

              


      

       

      
        	
                F.  

              	
                UAT/Training
      Coordination and Support

              


      

       

      Other key
components of a successful Customer implementation of the PayMode service
include the delivery of a Customer-facing User Acceptance Test and appropriate
Customer training. Tech will provide support for these key services as required
by Bank implementation team.  Specific services as requested by Bank
of America include but are not limited to: Providing a Customer-facing User
Acceptance environment with Customer set up configured

       

      
        	
                a)  

              	
                Coordination
      and processing of Customer test files to the UAT
    environment

              


      

      
        	
                b)  

              	
                Successful
      processing of Customer files through UAT
  environment

              


      

      
        	
                c)  

              	
                Support
      for any issues encountered by Bank or Customer in UAT environment
      including file transmission

              


      

      
        	
                d)  

              	
                Support
      for Customer or bank specified training including, but not limited
      to:

              


      

      
        	
                1.  

              	
                Providing
      materials

              


      

      
        	
                2.  

              	
                Conducting
      training

              


      

      
        	
                3.  

              	
                Providing
      coaching of Bank associates

              


      

      
        	
                4.  

              	
                Providing
      onsite customer support for strategic Customers as
  needed

              


      

      
        	
                5.  

              	
                Providing
      on-call technical support

              


      

       

      
        	
                G.  

              	
                Implementation
      Management Coordination with Bank

              


      

       

      Tech will
meet with Bank for an implementation status call at a minimum of twice a week on
a mutually agreed upon schedule.  The purpose of the call is to
facilitate communication that will enable rapid implementation with high
customer satisfaction ratings.  In addition, Tech will provide a
monthly status report of implementations assigned, in progress and
completed.

       

       

      
        	
                V.  

              	
                SALES
      SUPPORT

              


      

       

      Continued
growth of the PayMode suite of products requires appropriate resources to
support sales efforts.  Tech will provide sales support as identified
below:

       

       

      
        	
                A.  

              	
                Pricing

              


      

       

      APPENDIX
TO SCHEDULE A-21

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Pricing
for PayMode payment deals requires an analysis of customer-provided vendor
history files.  [**]. Tech will provide this
support in accordance with the established Service Levels as outlined in
Schedule B to specifically include:

       

      [**]

       

      
        	
                B.  

              	
                Input
      for product collateral

              


      

       

      Another
key component of the continued growth of the PayMode suite of products is the
product collateral available to the Banks sales/customer team.  Tech
will work with Bank to assist in the development of new collateral for
enhancements as well as updates to existing collateral as required by
Bank.

       

       

      
        	
                C.  

              	
                Consulting
      for large deals

              


      

       

      Large
deals often require detailed support and/or exceptions to
processes.  In accordance with Article 7, Tech will work with the Bank
to consult on large deals.  Services will include, but are not limited
to:

       

      
        	
                a)  

              	
                RFP
      support

              


      

      
        	
                b)  

              	
                Customer
      calls/visits

              


      

      
        	
                c)  

              	
                Customer
      customization requests

              


      

      
        	
                d)  

              	
                Solutions
      development

              


      

       

      
        	
                VI.  

              	
                MANAGEMENT
      REPORTING

              


      

       

       

      
        	
                A.  

              	
                Monthly
      billing

              


      

       

      Tech will
provide monthly billing/reconciliation reporting to the Bank which
includes:

       

      
        	
                a)  

              	
                Files/reports
      of transactions to be fed to Bank’s appropriate analysis systems: [**]

              


      

      
        	
                b)  

              	
                Revenue
      file of all transactions for Bank tracking reconciliation of
      revenue

              


      

      
        	
                c)  

              	
                File/Report
      of all direct billed revenue and number of days funds have been held for
      the purposes of calculating [**] by Customer for
      input into Bank’s [**]
      system for revenue tracking and
  recognition.

              


      

       

      
        	
                B.  

              	
                Monthly
      scorecard

              


      

       

      Tech will
provide a monthly scorecard for Bank to review.  The format and
content of the scorecard are outlined in Schedule B.

       

       

      
        	
                C.  

              	
                Weekly
      implementation tracking

              


      

       

      Tech will
provide Bank with implementation updates for Bank to incorporate into Bank’s
weekly implementation reports.

       

       

      APPENDIX
TO SCHEDULE A-22

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
B

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
B

       

      PayMode Service
Levels/Support Services

       

      
        	
                I.  

              	
                System
      Availability and Maintenance

              


      

       

      
        	
                A.  

              	
                System
      Availability

              


      

       

      Tech will
make the PayMode System available for Customer access 24 hours a day, except
during periods of scheduled system maintenance (see below).

       

      To
satisfy customer demand for robust service, Tech will maintain a minimum
availability of [**]
excluding scheduled maintenance windows.

       

      
        	
                B.  

              	
                System
      Maintenance

              


      

       

      Tech will
regularly conduct system maintenance to maintain and enhance the PayMode
System.  Maintenance will be performed during Scheduled Maintenance
windows unless non-scheduled maintenance is required.

       

      Scheduled
Maintenance:  Scheduled Maintenance is used to perform routine
software and hardware upgrades to the PayMode System.  Scheduled
Maintenance periods are scheduled in accordance with release planning and are
typically from 11:30 PM ET Friday to 12:00 PM ET Saturday.  Tech will
insure that all scheduled transmissions and files and processes have occurred
prior to shut down. Every attempt is made to schedule necessary upgrades and
system enhancements into these maintenance windows.  In the event
Scheduled Maintenance occurs at any other time, Customers and Bank shall be
notified in accordance with the Maintenance Notification Schedule
below.

       

      Tech will
also provide Bank with an annual maintenance schedule, subject to change in
accordance with the release planning process.

       

      Non-Scheduled
Maintenance:  Non-Scheduled Maintenance may be required as a
result of recommended software patches, critical operational maintenance or fix
deployment.  In most cases this maintenance work does not impact
system performance.  If maintenance is necessary prior to a scheduled
maintenance window and the maintenance has a customer impact of more than 15
minutes during business hours, Tech will provide notification to Bank in
accordance with the Maintenance Notification Schedule below.

       

      Emergency
Maintenance:  Emergency maintenance may occur as a result of
unexpected events and is used when system components are at
risk.  Tech will make every attempt to provide Customers and end users
with prior notification of emergency maintenance.  Due to the nature
of emergency maintenance, however, prior notification may not be
possible.  In these cases Tech will notify Bank and end users as
appropriate as soon as possible, but this notification may occur after emergency
maintenance has been completed.

       

      SCHEDULE
B-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      MAINTENANCE
NOTIFICATION SCHEDULE

       

      
        	 
      	
                Bank
      of

                America

              	
                End
      Users

              	
                System
      Availability

              
	
                SCHEDULED MAINTENANCE:

              	
                Routine
      maintenance scheduled in accordance with release planning; typical outages
      are from 11:30 PM ET Friday to 12:00 PM ET Saturday.

              
	 
      	
                Tech
      will issue an email to Bank of America’s designated distribution 5
      calendar days in advance of the outage

              	
                Scheduled
      maintenance notification is posted on users Home Page on PayMode Web Site
      at least 3 Business Days in advance of outage.

              	
                Unavailable

              
	
                Non-Scheduled MAINTENANCE/

                Emergency MAINTENANCE:

              	
                Urgent
      maintenance to repair or upgrade service that should not be delayed until
      a scheduled maintenance period.

              
	 
      	
                Tech
      will issue an email to Bank of America’s designated distribution as soon
      as outage is known.

              	
                Maintenance
      notification will be posted on users Home Page on PayMode website as soon
      as outage is determined if outage is to be longer than 15
      minutes

              	
                Unavailable

              


      

      


      
        	
                II.  

              	
                Production
      Support

              


      

       

      Tech will
provide ongoing production support to PayMode Customers and
users.  Issues will be categorized as Critical (caused by a functional
flaw (“bug”) in the production application for which there is no workaround;),
High (important, but a work around is available), Medium or Low. Tech will make
every reasonable attempt to resolve Critical issues within
[**].  Issues categorized as High, Medium and Low will be managed
through a prioritization process for inclusion in a future planned release.
Customer issues which are not caused by a flaw in the application, but which may
delay the processing of payments, are also treated as Critical with respect to
the urgency with which detailed information about the error is researched and
provided to the Customer.

       

      
        	
                A.  

              	
                System
      issues

              


      

       

      Tech will
identify system issues utilizing the Bank standard severity matrix (as defined
in the matrix below).  All Sev 1 and Sev 2 issues will be reported to
the Bank within [**] of identification of said Sev 1 or Sev 2 level, to the
designated Bank distribution list (to be provided).  Status
notifications will be sent to the designated distribution every 1 hour for Sev 1
and every 2 hours for Sev 2 until issue is closed. Bank may, at its discretion
require conference call updates in addition.

       

      SCHEDULE
B-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Metric
      Definitions                                                      

              	 
      	 
      	 
      
	
                Legend

              	
                Definition

              	 
      	 
      	 
      
	
                Severity
      1

              	
                Systems
      down or seriously impacted, products/services are
    unavailable

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Severity
      2

              	
                Systems
      are degraded/unreliable; performance or legal agreements
    are

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                SLA
      – Wire End-of Day

              	
                Processing
      Wire End-of-Day

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                SLA
      – ACH-End-of-Day

              	
                Processing
      ACH-End-of-Day

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                SLA
      – Application Avail

              	
                Web
      App 24x7 Availability

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Metric
      #4

              	 
      	 
      	 
      	 
      
	
                Overall
      Daily (Row 5)

              	 
      	 
      	 
      	 
      
	
                Monthly
      Frequency

              	
                #
      of green days per month divided by total # of business days per
      month

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Monthly
      Intensity

              	
                Total
      # of FCI’s

              	
                [**]

              	
                [**]

              	
                [**]

              


      

      


      
        	
                B.  

              	
                Help
      Desk & Support Escalation

              


      

       

      Tech will
provide Network Operations Support for all PayMode jobs/files 24/7 either via
live operator or pager notification as set forth below.

       

      
        	
                a)  

              	
                Support During Business
      Hours: Tech will provide live operator support during Business
      Hours, including support for all jobs including manual
      intervention.  Business Hours are defined as Monday through
      Friday, 8:00 AM ET to 8:00 PM ET, excluding Bank holidays. Due to the
      nature of the PayMode process, business hour support must coincide with
      published Bank holiday schedules.

              


      

       

      
        	
                b)  

              	
                Support During Non-Business
      Hours:  Non-Business Hours are defined as Monday through
      Thursday from 8:00 PM ET to 8:00 AM ET, Friday 8:00 PM ET through Monday
      8:00 AM ET, and all Bank holidays.  Email and telephone support
      requests received during Non-Business Hours will be responded to within
      [**] of the start
      of subsequent Business Hours.

              


      

       

      
        	
                c)  

              	
                Issues
      with Bank Interfaces

              


      

       

      To the
extent that services are delivered to PayMode Customers through interfaces with
Bank systems, Bank will provide Tech with a contact list for each interface,
including after hours and escalation contacts.  Tech and Bank will
work together to determine the cause of any issues and to resolve them as
quickly as possible.  In the event that an issue is the result of an
underlying system issue with a Bank system, Bank will make every effort to
ensure PayMode processing is completed successfully without negative impact to
PayMode Customers.

       

      SCHEDULE
B-3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                III.  

              	
                Support
      Services

              


      

       

      Tech will
provide toll free customer service to all Bank Customers and associated network
members.  Live service support hours of service should be no less than
8:00 AM ET to 8:00 PM ET Monday through Friday, excluding Bank holidays. In
addition, Tech will provide all services as listed and described in Schedule
A.

       

      
        	
                A.  

              	
                Call
      Center Service Metrics

              


      

       

      The
following minimal service standards will be provided by Tech:

       

      
        	
                a)  

              	
                Calls:  Percent
      of calls answered within [**] shall be no less
      than [**]% of the calls.

              


      

       

      
        	
                b)  

              	
                Average
      Speed to Answer Calls: < [**]

              


      

       

      
        	
                c)  

              	
                Abandonment
      Rate: Percent of abandoned calls shall be less than <
      [**]%.

              


      

       

      
        	
                d)  

              	
                Customer
      Satisfaction Scores:  > [**]%.  Tech to provide
      opportunity for Bank to do Quality Listening or provide third party
      Customer satisfaction results

              


      

       

      
        	
                e)  

              	
                Average
      Handle Time ≤[**]

              


      

       

      
        	
                f)  

              	
                First
      Call Resolution: Tech will resolve [**]% of First Call
      Resolution Calls (i.e.  Password resets, application
      functionality-training, etc) within [**] of initial call.  Bank
      to provide Tech with a list of call-types that are “First Call Resolutions
      Calls” for the purposes of this
metric.

              


      

       

      
        	
                B.  

              	
                Processing
      Metrics

              


      

       

      The
following service standards will be met for transactional
processing:

       

      
        	
                a)  

              	
                ACH:  Tech
      will run a minimum of [**] ACH runs per day with a normal schedule of
      [**].  Exceptions due to system or customer issues will be
      communicated to the Bank via escalation contact list (to be
      provided).  PayMode system/process delays that result in a
      delayed settlement to the vendors or Customers will be the sole liability
      of Tech and Tech will assume responsibility for any resulting late fees or
      loss of interest by the impacted
party.

              


      

       

      
        	
                b)  

              	
                Wire Drawdown/Wire
      Customer Initiated:  Tech will run a minimum of [**] wire
      runs per day with a normal schedule of [**] to ensure appropriate time for
      receipt of funds.  Exceptions due to system or Customer issues
      will be communicated to the Bank via escalation contact list (to be
      provided) if the delay is to go beyond
[**].

              


      

       

      SCHEDULE
B-4

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                c)  

              	
                [**]
      Reconciliation:  Tech will provide [**] processing and
      settlement account balancing and reconciliation of the system and all
      funds flowing through PayMode.  Any discrepancies not resolved
      within [**] impacting a Bank Customer will be communicated to the Bank in
      the form of the monthly report as defined in the Report Section of
      Schedule B.

              


      

       

      
        	
                d)  

              	
                In
      addition, Tech will provide a report of the month-end reconciliation of
      any settlement accounts used which are owned by the Bank.  This
      month end report will be delivered to the bank no later than the [**] of
      the month. Note that any transfer from a Bank owned DDA settlement account
      to General Ledger Account of the Bank will be handled by
    Bank.

              


      

       

      
        	
                e)  

              	
                Bank Account
      Authentications:  All Bank changes processed by Tech or
      the Customers/vendors will be authenticated as defined in the SOP within
      [**] of notification that the account has
  changed.

              


      

       

      
        	
                f)  

              	
                Email Response
      Times:  Customer email inquiries to Tech will be
      responded to within [**] of receipt, for all products except
      Concentrator.

              


      

       

      
        	
                g)  

              	
                General Research
      Response Times:  All general research items received will
      be resolved within [**] of receipt.

              


      

       

      
        	
                h)  

              	
                ACH
      Returns:  All ACH returns received will be acted upon
      within [**] of notification from the
Bank.

              


      

       

      
        	
                i)  

              	
                Concentrator Research
      Items:  All Concentrator research will be acted upon and
      Customer follow-up provided within [**] of
  request.

              


      

       

      
        	
                j)  

              	
                Billing:  Billing
      files for direct bills and [**] for Bank to calculate [**] revenue will be
      sent to Bank per the schedule to be provided by
  Bank.

              


      

       

      
        	
                C.  

              	
                Customer Escalation
      Reporting - Tech will generate reporting to track escalations and
      resolutions to provide to Bank.  Tech will acknowledge all
      escalation requests from Bank of America within [**] of sending during
      normal business hours.  Tech will have [**] to provide a
      resolution to the Customer or Bank escalation or a timeline for
      resolution.  All escalations exceeding [**] will require a [**]
      status update with material milestones completed towards
      resolution.

              


      

       

      
        	
                IV.  

              	
                New
      Customer Implementations

              


      

       

      Tech will
be responsible for the execution of new Customer implementations and existing
Customer changes as defined in the services section of Schedule A. Tech will be
responsible for acknowledging and identifying the Tech Implementation contact,
and contact information, within [**] of any submitted implementation
request.

       

      Tech
implementation representative will respond to any inquiries from Bank
implementation personnel within [**] of request.

       

      SCHEDULE
B-5

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ESCALATIONS:  Tech
will acknowledge all escalation requests from Bank of America within [**] of
sending during normal business hours.  Tech will have [**] to provide
a resolution to the Customer or Bank escalation or a timeline for
resolution.  All escalations exceeding [**] will require a [**] status
update with material milestones completed towards resolution.

       

      
        	
                PayMode
      Plus & Comprehensive (Integrated Payments)

              
	
                Client Expectation: [**]
      from receipt of test file

              	 
      	 
      	 
      	 
      
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                PayMode
      (Core)

              
	
                Client
      Expectation:  [**] from receipt of test
    file

              	 
      	 
      	 
      	 
      
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Concentrator

              
	
                Client
      Expectation:  [**] from receipt of test file
      [**]

              	 
      
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                Simple:
      UI Enabled

              	 
      	 
      	 
      	 
      	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Custom
      AR Format

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Cross
      Reference File

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Translation
      Services – NACHA to BAI ONLY

              
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Modifications/Changes

              
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                Deletions

              
	
                Implementation
      Assigned

              	
                Test
      File/Reqs to Dev

              	
                Development

              	
                QC

              	
                Production
      Deployment

              	
                Total

              	 
      
	
                1
      day – 24 hour to assignment to BT Tech

              	 
      	 
      	 
      	
                [**]

              	
                [**]

              


      

      


      In the
rare event a Customer’s implementation requirements exceed typical levels of
complexity, Tech and Bank will define a mutually agreed upon service level for
the particular implementation once the requirements are understood.

       

      In
addition to the timeframes outlined above, Tech will work with Bank on a best
efforts basis to complete rush implementation requests in the timeframe
requested by the Customer.  Bank will implement processes and
procedures designed to ensure the validity of the business reason for and to
minimize the number of rush requests.

       

      SCHEDULE
B-6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Implementation UAT/Training
and Support - Tech will make available a UAT test environment to Bank at
least [**] prior to Customer training. Bank shall provide Tech with prior notice
of Customer training at least [**] prior to the Customer training.

       

      
        	
                V.  

              	
                Vendor
      Onboarding

              


      

       

      
        	
                A.  

              	
                Enrollment
      Campaigns

              


      

       

      Tech will
execute vendor enrollment programs for all new and existing Customers, even if
existing network matches meet or exceed [**].  Unless otherwise
instructed by Bank or Customer, Tech will:

       

      
        	
                a)  

              	
                [**] of Customer
      achieving first pay capability, providing Customer has returned all
      necessary approvals and materials needed to execute vendor campaigns
      within the agreed upon timeline.

              


      

       

      
        	
                b)  

              	
                [**]

              


      

       

      
        	
                c)  

              	
                Customer
      Reporting: Provide Customer reporting on designated, Customer preferred
      frequency

              


      

       

      
        	
                d)  

              	
                Success
      Rates:  Average conversion rate of [**] within [**] for new Customer
      campaigns.

              


      

       

      
        	
                B.  

              	
                Authentications

              


      

       

      Tech will
be responsible for full authentication of new vendors which will comply with all
Bank standards, regulatory and compliance requirements, including Bank standards
around: [**] and as
outlined in the SOP (Standard Operating Procedure).   Tech will
notify Bank of any material changes to the SOP [**] of the
change.

       

      
        	
                VI.  

              	
                Sales
      Support

              


      

       

      Tech will
provide support to the Bank:

       

      
        	
                a)  

              	
                Pricing:
      deliver vendor segmentation and vendor adoption forecasts for pricing
      support and Customer proposal purposes as outlined in Schedules A and E
      within [**] of
      vendor file in good order and all other required applicable
      information

              


      

       

      
        	
                VII.  

              	
                Management
      Routines and Reporting

              


      

       

      Tech
shall provide monthly reports, unless otherwise indicated, on the
following:

       

      SCHEDULE
B-7

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Data

              	
                Definition

              	
                Monthly
      (unless otherwise stated)

              
	
                Severity
      1 Incidents

              	
                A
      problem where systems are down or seriously impacted and/or
      products/services are unavailable. Report should include number of
      incidents per month by date.

              	 
      
	
                Severity
      2 Incidents

              	
                A
      problem where systems are degraded/unreliable; performance and/or legal
      agreements are at risk. Report should include number of incidents per
      month by date.

              	 
      
	
                Critical
      Production Support Requests

              	
                -
      Resolved within [**] or agreed upon time frame

                - #
      successfully resolved/total # reported

              	 
      
	
                Average
      Speed of Answer

              	
                Average
      duration of time it takes to answer a call

              	 
      
	
                Email
      Response Rate

              	
                Average
      number of hours to respond to client emails

              	 
      
	
                Quality
      Listening - 3 Quality listenings per associate per month (client
      satisfaction)

              	
                Report
      of average scores by Product for the listening sessions

              	 
      
	
                Initial
      Call Resolution (ICR)**

              	
                %
      First Call Problem Resolution

              	 
      
	
                Bank
      Account Authentications

              	
                %
      Completed w/in [**]

              	 
      
	
                ACH
      Returns

              	
                An
      ACH is returned back, which is usually caused by a bad account number.
      (Vendor has changed bank or account).  Report to include volume
      and average turnaround time

              	 
      
	
                Modifications

              	
                Updates
      to existing clients account (i.e. changes to file formats, adding check
      printing and other services).  Include in report: 1) # of
      requests, and 2) Time in days from receipt of Customer File in good order,
      to completion

              	 
      
	
                Deletions

              	
                Any
      clients exiting the product of the Bank.  Include in report: 1)
      # of requests, and 2) Time in days from receipt of request from
      Implementation in good order, to completion

              	 
      
	
                Sales
      Support: Pricing Support Inventory and Turnaround Report

              	
                Report
      tracks Pricing Support Inventory and Turnaround Time (actual performance
      versus Tech 5 [**] -  time
      from when PayMode vendor file and/or ePayables Works Match file received
      by Tech to delivery of data to Bank as outlined in “V: Sales Support
      (Pricing)” in Schedule A.

              	
                Semi-monthly
      (15th of month and end of month).

              
	
                Key
      Metrics Report

              	
                #
      of transactions, total $ processed, and total active Customers (monthly
      and YTD) for each PayMode Processing Service.  Include Rejected
      invoices, Approved invoices, Returned transactions where
      applicable

              	
                Monthly
      (15th of month).

              
	
                Implementations-
      Concentrator Basic, Custom A/R Formatter and Cross Reference
      File

              	
                Time
      in days from receipt of Customer File in good order, to deployed in
      production

              	 
      


      

      


      
        	
                VIII.  

              	
                Remedies

              


      

       

      
        	
                A.  

              	
                Failure
      to Achieve Availability Service Level
Standard

              


      

       

      
        	
                a)  

              	
                Failure
      to Fulfill System Availability Standard over One
  Month

              


      

       

      If the
monthly PayMode System Availability falls below the standard ([**]%) during
[**], Tech shall deliver to Bank within 10 Business Days after the close of the
month, a written plan of corrective action describing the steps that Tech will
take to cause PayMode System Availability to equal or exceed the standard during
the current month and each month thereafter.  

       

      SCHEDULE
B-8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Bank may
comment on this plan, and Tech shall consider in good faith and make reasonable
efforts implementing Bank’s suggestions.

       

      
        	
                b)  

              	
                Failure
      to Fulfill Availability Standard over Several
  Months

              


      

       

      If
monthly PayMode System Availability metric falls below the standard ([**]%) for
[**] during a [**], Tech shall meet with Bank’s representative at Bank’s request
to determine a course of action.  Bank may make commercially
reasonable requests to Tech to add redundant facilities, eliminate single points
of failure, replace components and otherwise to supply additional resources, at
Tech’s sole expense, that are reasonably designed to improve availability, and
Tech shall make reasonable efforts to comply with those
requests.  Bank’s making requests and Tech’s complying with them do
not relieve Tech of its obligation to fulfill its obligations under this
Services Agreement.

       

      B.           [**]

       

      [**]

       

      [**] shall apply based on
other metrics as set forth in the Scorecard attached to this Schedule B as
Attachment 1.  [**]
are based on the total Subscription Fee and Per-Transaction Fee in the
month the service level metrics is missed and are cumulative of all
metrics.  [**]
for Implementations are cumulative of all implementations.

       

      No [**] will be assessed for
Technology metrics prior to System Day 1.  No [**]will be assessed for
Vendor Onboarding, Implementation or Service during the first 180 days following
the Closing Date.

       

      
        	
                B.  

              	
                Material
      Breach

              


      

       

      If
PayMode System Availability falls below the standard set forth for any four
months during a six-month period, such failure shall be deemed a material breach
of the Service Levels.

       

       

      SCHEDULE
B-9

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      ATTACHMENT
1 TO SCHEDULE B

       

      


       

      [**]

       

       

      SCHEDULE
B-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
C

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
C

       

      The
Annual Enhancement Value shall be determined as follows:

       

       

      
        	
                1)  

              	
                ITEMS INCLUDED IN THE
      ANNUAL ENHANCEMENT VALUE

              


      

       

       

      
        	
                i.  

              	
                Items
      Tech will cover at its own expense and specifically not included in
      the Annual Enhancement Value are as
follows:

              


      

       

      [**]

       

      
        	
                ii.  

              	
                Items
      included in the Annual Enhancement Value are as
  follows:

              


      

       

      
        	
                a.  

              	
                [**]

              


      

      
        	
                b.  

              	
                The
      value of Enhancements, as calculated in accordance with Section 2 below,
      subject to the terms of Section 2.9 of the Services
    Agreement.

              


      

      
        	
                c.  

              	
                Expenses
      directly related to the items set forth in subsections (a) and (b) above,
      such as travel, shipping, taxes, duties and the
  like.

              


      

       

      
        	
                2)  

              	
                GUIDELINES FOR
      CALCULATING VALUE OF
ENHANCEMENTS

              


      

       

       

      
        	
                i.  

              	
                Development
      work will be accounted for in accordance with the Rate Card set forth in
      Schedule D.

              


      

       

       

      
        	
                ii.  

              	
                Hardware
      will be accounted for at cost plus a [**]% administrative
      fee.

              


      

       

       

      
        	
                iii.  

              	
                Software
      purchased from vendors and third party professional services will be
      accounted for at cost plus [**]%.

              


      

       

       

      SCHEDULE
C-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
D

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
D

       

      Service
Fees

       

      The
following defined terms apply to calculation of the Service Fees:

       

       

      
        	
                1.  

              	
                “Concentrator
      Transactions” means PayMode Concentrator transactions processed as defined
      in Schedule A.

              


      

       

       

      
        	
                2.  

              	
                “Core
      PayMode Transactions” means PayMode, PayMode Plus (electronic
      transactions), PayMode for Reimbursement, PayMode Out-of-Network ACH and
      PayMode Out of Network Wire transactions as defined in Schedule
      A

              


      

       

       

      
        	
                3.  

              	
                “Implementation
      Fees” means fees for Customer
implementations.

              


      

       

       

      
        	
                4.  

              	
                “Per-Transaction
      Fees” means per transaction processing fees paid by Bank to Tech per the
      schedule below.

              


      

       

       

      
        	
                5.  

              	
                “[**] Revenue-Sharing”
      means a [**]
      Revenue Sharing is currently computed monthly based on the [**].

              


      

       

       

      
        	
                6.  

              	
                “RPPS
      Fees” means the per transaction fees paid by Bank to [**] to process
      Concentrator Transactions and Bill Payment
  Services

              


      

       

       

      
        	
                7.  

              	
                “Subscription
      Fee” means the fixed fees paid by Bank to Tech to perform PayMode
      Processing Services

              


      

       

       

      
        	
                1.  

              	
                Service
      Fees

              


      

       

      Service
fees are comprised of: 1) a Subscription Fee, 2) Per-Transaction Fees, and 3)
[**]
Revenue-Sharing.

       

      SUBSCRIPTION FEE: The
Subscription Fee will be paid monthly per the schedule
below.  “Payment will commence with the first full month of Tech
providing Processing Services”

       

      SCHEDULE
D-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                
                  Processing
      Month

                

              	
                
                  Subscription
      Fee

                

              	
                
                  Processing
      Month

                

              	
                
                  Subscription
      Fee

                

              
	
                Month
      1

              	
                [**]

              	
                Month
      31

              	
                [**]

              
	
                Month
      2

              	
                [**]

              	
                Month
      32

              	
                [**]

              
	
                Month
      3

              	
                [**]

              	
                Month
      33

              	
                [**]

              
	
                Month
      4

              	
                [**]

              	
                Month
      34

              	
                [**]

              
	
                Month
      5

              	
                [**]

              	
                Month
      35

              	
                [**]

              
	
                Month
      6

              	
                [**]

              	
                Month
      36

              	
                [**]

              
	
                Month
      7

              	
                [**]

              	
                Month
      37

              	
                [**]

              
	
                Month
      8

              	
                [**]

              	
                Month
      38

              	
                [**]

              
	
                Month
      9

              	
                [**]

              	
                Month
      39

              	
                [**]

              
	
                Month
      10

              	
                [**]

              	
                Month
      40

              	
                [**]

              
	
                Month
      11

              	
                [**]

              	
                Month
      41

              	
                [**]

              
	
                Month
      12

              	
                [**]

              	
                Month
      42

              	
                [**]

              
	
                Month
      13

              	
                [**]

              	
                Month
      43

              	
                [**]

              
	
                Month
      14

              	
                [**]

              	
                Month
      44

              	
                [**]

              
	
                Month
      15

              	
                [**]

              	
                Month
      45

              	
                [**]

              
	
                Month
      16

              	
                [**]

              	
                Month
      46

              	
                [**]

              
	
                Month
      17

              	
                [**]

              	
                Month
      47

              	
                [**]

              
	
                Month
      18

              	
                [**]

              	
                Month
      48

              	
                [**]

              
	
                Month
      19

              	
                [**]

              	
                Month
      49

              	
                [**]

              
	
                Month
      20

              	
                [**]

              	
                Month
      50

              	
                [**]

              
	
                Month
      21

              	
                [**]

              	
                Month
      51

              	
                [**]

              
	
                Month
      22

              	
                [**]

              	
                Month
      52

              	
                [**]

              
	
                Month
      23

              	
                [**]

              	
                Month
      53

              	
                [**]

              
	
                Month
      24

              	
                [**]

              	
                Month
      54

              	
                [**]

              
	
                Month
      25

              	
                [**]

              	
                Month
      55

              	
                [**]

              
	
                Month
      26

              	
                [**]

              	
                Month
      56

              	
                [**]

              
	
                Month
      27

              	
                [**]

              	
                Month
      57

              	
                [**]

              
	
                Month
      28

              	
                [**]

              	
                Month
      58

              	
                [**]

              
	
                Month
      29

              	
                [**]

              	
                Month
      59

              	
                [**]

              
	
                Month
      30

              	
                [**]

              	
                Month
      60

              	
                [**]

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                5
      YEAR TOTAL

              	
                [**]

              


      

      


       

      Notwithstanding
Implementation Fees, service fees for 2009 to perform PayMode Processing
Services will be limited to Subscription Fees and any applicable Implementation
Fees.

       

      [**]

       

      2009
calendar year [**] and [**] amounts will serve as floors for the schedules below
for the balance of the Term.  Beginning [**], for PayMode products
listed below, [**] and [**] will apply for actual volumes processed and revenues
realized each calendar year above the floor. The floor will continue to be based
on [**] for each year of the contract term and any Renewal Term(s); the floor
will not re-set annually, however actual volumes processed and revenues realized
each calendar year will be reset to zero on January 1st for
each calendar year. For the schedules below that are tiered, pricing and [**]
Revenue Sharing levels will only apply for volumes within the specific
tier.  [**].  For Example, in 2011, if [**] exceed the floor
in [**], Tech would invoice Bank for monthly transactions in accordance with
Article 6 for [**] for volumes above the floor beginning in [**].  In
[**], Tech would invoice bank for monthly transactions up to and including [**],
then invoice Bank for [**]
thereafter for that calendar year.

       

      PER-TRANSACTION
FEE SCHEDULE

       

      
        	
                PRODUCT

              	
                VOLUME
      ABOVE

                FLOOR

              	
                FEE

              
	
                Concentrator  (excluding
      RPPS Fees)

              	
                [**]

              	
                [**]

              
	
                Core
      PayMode

              	
                [**]

              	
                [**]

              
	
                PayMode
      Invoice Management

              	
                [**]

              	
                [**]

              
	
                PayMode
      Plus Check Print/Mail Services

              	
                [**]

              	
                [**]

              


      

       

      * Floor
does not apply.  Fees will be charged on all
transactions.

       

      
        SCHEDULE
D-2

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [**] REVENUE SHARING
SCHEDULE

       

      
        	
                PRODUCT

              	
                REVENUE
      ABOVE

                FLOOR
      ($)

              	
                Revenue
      Share

                to
      Tech

              
	
                Core
      PayMode

              	
                [**]

              	
                [**]

              


      

       

      
        	
                2.  

              	
                Implementation
      Fees

              


      

       

      [**].  Custom
implementations will generally include one of the following characteristics: 1)
greater than [**] or [**], 2) A disburser sending [**], 3) multiple ERP
interfaces, 4) inclusion of foreign wires, or 5) [**]. Such implementations are
anticipated to be less than [**] implementations. Bank and Tech shall mutually
agree on the amount of Implementation Fees on a case-by-case basis, and Bank
shall not be liable for any Implementation Fees other than those agreed upon by
Bank in advance.

       

       

      
        	
                3.  

              	
                Transition
      Products

              


      

       

      In
Schedule A, Bank and Tech have identified certain PayMode Processing Services as
not being performed by Tech indefinitely (“Transition Only”). Notwithstanding
the foregoing, Tech agrees to process each service outlined below as part of the
Subscription Fee.  Except as otherwise noted, Bank will not add any
new Transition Only customers.

       

      PayMode Bill Payment
Service: Tech will process transactions through [**]

       

      Translation
Services – NACHA to BAI Translation: Tech will process transactions through
[**].  Bank will continue to add new NACHA to BAI Translation Services
into Implementation through [**].

       

      Translation
Services – SWIFT to BAI: Tech will process transactions through
[**].  If Tech is still processing these transactions on [**] for Bank
Customers, Bank shall pay Tech a [**] for processing services for the balance of
[**]

       

      Translation
Services – Legacy EDI Translation: Tech will process transactions through
[**].  If Tech is still processing these transactions on [**] for Bank
Customers, Bank shall pay Tech a [**] for processing services for the balance of
[**].

       

      Translation
Services – [**]
Translation: Tech will process transactions through [**].   If
Tech is still processing these transactions on [**] for Bank Customers, Bank
shall pay Tech a [**] for processing services for the balance of [**].

       

       

      
        	
                4.  

              	
                PayMode for
      Employees

              


      

       

      [**].  Notwithstanding
the foregoing, as part of the Subscription Fee, Tech will continue to service
the existing Bank Customer using PayMode for Employees through [**].

       

      
        SCHEDULE
D-3

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.  

              	
                Non-Standard
      Pricing

              


      

       

      From time
to time, [**],
non-standard pricing is needed [**].  Bank and Tech
agree to collaboratively work on constructing non-standard pricing where
mutually beneficial.

       

       

      
        	
                6.  

              	
                Future
      Products

              


      

       

      In
accordance with Article 2, Tech will develop and incorporate Enhancements into
the PayMode offering.  Where applicable, Tech agrees to work closely
with Bank to develop competitive Service Fees for Enhancements to enable Bank to
successfully sell Enhancements to Customers and prospects.

       

       

      
        	
                7.  

              	
                Development
      Fees

              


      

       

      Fees for
development of Customizations will be billed according to the Rate Card unless
otherwise mutually agreed to by the Parties in the Statement of
Work.  The “Rate Card” is as follows:

       

      
        	
                Staff

              	
                Daily
      Rates

              	
                Hourly

              
	 
      	 
      	 
      
	
                Project
      manager

              	
                [**]

              	
                [**]

              
	
                Senior
      Developer

              	
                [**]

              	
                [**]

              
	
                Developer

              	
                [**]

              	
                [**]

              
	
                QA

              	
                [**]

              	
                [**]

              
	
                QA
      Manager

              	
                [**]

              	
                [**]

              
	
                Consulting
      engineer

              	
                [**]

              	
                [**]

              
	
                Blended
      Offshore Support

              	
                [**]

              	
                [**]

              


      

      


       

      The rates
in the Rate Card shall apply for a [**] period commencing on the
Closing Date.  Thereafter Tech may in increase the rates by written
notice to Bank by an amount not to exceed the rate of increase of the Consumer
Price Index for all Urban Workers published by the US Department of Labor,
Bureau of Labor Statistics over the period of time since the previous twelve
months (the second anniversary of the Closing Date).  In the event the
Consumer Price Index ceases to be published, the Parties may substitute a
comparable index.

       

      8.           [**]

       

      [**].  If Bank, acting
reasonably and based on market intelligence, requests Tech to validate [**], Tech will comply by
providing supporting data, subject to Tech customer confidentiality. Without
limiting the foregoing, the fees charged by Tech to Bank during the Term of this
Services Agreement for PayMode Services, taken as a whole, will be no greater
[**] for comparable
services, provided under comparable terms and conditions, to the services
provided under this Service Agreement.

       

       

      9.          Renewal
Term Pricing

       

      
        SCHEDULE
D-4

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      During
any Renewal Term, pricing will be set at a $[**] Subscription
Fee.  All other fees, terms, conditions, and calculations remain in
place.

       

       

      
        SCHEDULE
D-5

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
E

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
E

       

      Bank and Tech Sales and
Marketing Responsibilities

       

      Bank’s
responsibilities include:

       

      
        	
                1.  

              	
                Sales
      Forecasting.  Thirty (30) days prior to commencement of each
      quarter, Bank will provide Tech with the number of Core PayMode deals
      offered to Customer which Tech can use for forecasting purposes. Sales
      forecasts shall not be binding upon
Bank.

              


      

       

      
        	
                2.  

              	
                Annual
      Marketing Plan.  Bank will create an annual marketing plan,
      incorporating new product releases, and providing Tech a summary of that
      plan.  Bank will work closely with Tech in creating product
      launch plans, including marketing activities, for new product
      releases.  The Annual Marketing Plan shall be Confidential
      Information of Bank and Bank shall not be obligated to fulfill the Annual
      Marketing Plan.

              


      

       

      
        	
                3.  

              	
                Customer-Specific
      Presentations and Marketing Materials. Notwithstanding anything in the
      Services Agreement to the contrary, Bank is empowered to use the PayMode
      Marks and create and use customer-specific, customized presentation
      materials for sales and marketing activities without the written approval
      of Tech.

              


      

       

      
        	
                4.  

              	
                Training.  Bank
      will engage in training activities from time to time to ensure that Bank
      Representatives have the requisite knowledge to market PayMode to
      prospective Customers.  Tech will provide support as requested
      by Bank in providing content and/or participating in training.
      Additionally, Tech will provide Bank training on all new product releases
      at least 30 days prior to the scheduled date of
  release.

              


      

       

      
        	
                5.  

              	
                Sales
      Support.  Tech shall provide Bank PayMode subject matter expert
      support (at Tech’s expense) to assist in advancing strategic, complex
      sales opportunities and Request for Proposal responses, including online
      demo support. If the support request requires Tech resources to be on site
      for Bank Customer visits, Bank and Tech will mutually agree in advance on
      Tech reimbursements for reasonable per diem and/or out of pocket expenses
      on a case by case basis. All such requests requiring Tech to travel for
      Sales Support must be approved by Bank Relationship
    Manager.

              


      

       

      
        	
                6.  

              	
                Tech
      agrees to perform vendor segmentation analyses and vendor adoption
      forecasts as requested by Bank on each sales opportunity for Bank pricing
      and Customer proposal purposes as outlined in Schedules A and
      B.

              


      

       

      
        	
                7.  

              	
                Customer
      Requirements.  Bank will use reasonable efforts to maintain
      prospective customers at the minimum volume and revenue levels in place
      for PayMode Processing Services as of the Closing Date. As the PayMode
      vendor network expands, Bank and Tech will work to reduce the minimum
      thresholds for transaction volumes and
revenue.

              


      

       

      
        	
                8.  

              	
                Bank
      and Tech will meet at a mutually agreed schedule to
    perform:

              


      

       

      
        	
                (a)  

              	
                Sales
      review.  Discuss prior quarter activities and any support
      required of Tech.

              


      

       

      
        SCHEDULE
E-1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                Operational
      review.  Review Customer issues and
  escalations

              


      

       

      
        	
                (c)  

              	
                Vendor
      Network Review.  Review performance versus
  plan

              


      

       

      Rules of Engagement for Tech
Direct Sales Activities

       

      Bank and
Tech will cooperate to minimize conflict between Bank and Tech sales
efforts.  In the normal course of Tech’s direct sales activities, Tech
will use reasonable efforts to determine whether Tech’s prospects have a
commercial banking relationship with Bank.  In instances where Tech
believes that such a relationship exists, Tech’s direct sales force will inform
such prospects that PayMode Services are also available through their Bank
relationship.  Both Tech and Bank agree that the prospective
customer’s preference will dictate whether the customer relationship ultimately
belongs to Bank or Tech.

       

      
SCHEDULE
E-2 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
F

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
F

       

      Model Escrow
Agreement

       

      THREE-PARTY
ESCROW SERVICE AGREEMENT

       

      Deposit Account
Number:______________________

       

      
        	
                1.  

              	
                Introduction.

              


      

       

      This
Three Party Escrow Service Agreement (the “Agreement”) is entered into by
and between Bottomline Technologies, Inc. (the “Depositor”), and by Bank of
America, N.A. (the “Beneficiary”) and by
_______________________ (“Escrow Agent”) on this __ day
of      , 20009 (the “Effective Date”). Depositor,
Beneficiary, and Escrow Agent may be referred to individually as a “Party” or
collectively as the “Parties” throughout this Agreement.

       

      (a) The use
of the term services in this Agreement shall refer to Escrow Agent services that
facilitate the creation, management, and enforcement of software or other
technology escrow accounts (“Services”). A Party shall
request Services under this Agreement by submitting a work request for certain
Escrow Agent Services (“Work
Request”) via written instruction.

       

      (b) The
Beneficiary and Depositor have entered into a Services Agreement dated
_________________ (the “Services Agreement”), which
agreement conveys intellectual property rights to the Beneficiary, and the
Parties intend this Agreement to be considered as supplementary to such
agreement, pursuant to Title 11 United States [Bankruptcy] Code, Section
365(n).

       

      (c) Capitalized
Terms used herein and not otherwise defined shall have the meaning set forth in
the Services Agreement.

       

      
        	
                2.  

              	
                Depositor
      Responsibilities and
Representations.

              


      

       

      (a) Depositor
shall make an initial deposit that is complete and functional of all Deposit
Materials to Escrow Agent within thirty (30) days of the Effective Date.
Depositor shall also update Deposit Materials each Quarter during the Term of
this Agreement, except that Depositor shall only be obligated to update the
Vendor Information portion of the Deposit Materials once per Contract Year. At
the time of each deposit or update, Depositor will provide an accurate and
complete description of all Deposit Materials sent to Escrow Agent.

       

      (b) Depositor
represents that it lawfully possesses all Deposit Materials provided to Escrow
Agent under this Agreement free of any liens or encumbrances as of the date of
their deposit. Any Deposit Materials liens or encumbrances made after their
deposit will not prohibit, limit, or alter the rights and obligations of Escrow
Agent under this Agreement. Depositor warrants that with respect to the Deposit
Material, Escrow Agent’s proper administration of this Agreement will not
violate the rights of any third parties.

       

      SCHEDULE
F-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) Depositor
represents that all Deposit Materials is readable and useable in its then
current form; if any portion of such Deposit Materials is encrypted, the
necessary decryption tools and keys to read such material are deposited
contemporaneously.

       

      (d) Depositor
agrees, upon request by Escrow Agent, in support of Beneficiary’s request for
Verification Services, to promptly complete and return any questionnaires
provided by Escrow Agent. Depositor consents to Escrow Agent’s performance of
any level(s) of Verification Services and Depositor further consents to Escrow
Agent’s use of a subcontractor to perform Verification Services. Any such
subcontractor shall be bound by the same confidentiality obligations as Escrow
Agent and shall not be a direct competitor to either Depositor or Beneficiary.
Escrow Agent shall be responsible for the delivery of Services of any such
subcontractor as if Escrow Agent had performed the Services. Depositor
represents that all Deposit Materials is provided with all rights necessary for
Escrow Agent to verify such proprietary technology and materials upon receipt of
a Work Request for such Services or agrees to use commercially reasonable
efforts to provide Escrow Agent with any necessary use rights or permissions to
use materials necessary to perform verification the Verification Services.
Depositor agrees to reasonably cooperate with Escrow Agent by providing
reasonable access to its technical personnel for Verification Services whenever
reasonably necessary.

       

      
        	
                3.  

              	
                Beneficiary
      Responsibilities and
Representations.

              


      

       

      (a) Beneficiary
acknowledges that, as between Escrow Agent and Beneficiary, Beneficiary assumes
all responsibility for the completeness and functionality of all Deposit
Material.

       

      (b) Beneficiary
may submit a Work Request to Escrow Agent for Verification Services and further
consents to Escrow Agent’s use of a subcontractor if needed to provide such
Verification Services. Beneficiary warrants that Escrow Agent’s use of any
materials supplied by Beneficiary to perform the Verification Services is lawful
and does not violate the rights of any third parties.

       

      
        	
                4.  

              	
                Escrow Agent
      Responsibilities and
Representations.

              


      

       

      (a) Escrow
Agent agrees to use commercially reasonable efforts to provide the Services
requested by Authorized Person(s) (as identified in the “Authorized
Person(s)/Notices Table” below) representing the Depositor or Beneficiary in a
Work Request. Escrow Agent may reject a Work Request (in whole or in part) that
does not contain all required information at any time upon notification to the
Party originating the Work Request.

       

      (b) Escrow
Agent will conduct a visual inspection upon receipt of any Deposit Materials and
associated descriptions. If Escrow Agent determines that the Deposit Materials
does not match the description provided by Depositor, Escrow Agent will notify
Depositor of such discrepancies.

       

      (c) Escrow
Agent will provide notice to the Beneficiary of all Deposit Materials that is
accepted and deposited into the escrow account under this
Agreement.

       

      (d) Escrow
Agent will work with a Party who submits any Work Request for Verification
Services covered under this Agreement to either fulfill any standard
Verification Services Work Request or develop a custom Statement of Work (“SOW”). Escrow Agent and the
requesting 

       

      SCHEDULE
F-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Party
will mutually agree in writing to an SOW on the following terms and conditions
that include but are not limited to: description of Deposit Materials to be
tested; description of Verification testing; requesting Party responsibilities;
Escrow Agent responsibilities; Service Fees; invoice payment instructions;
designation of the paying Party; designation of authorized SOW representatives
for both the requesting Party and Escrow Agent with name and contact
information; and description of any final deliverables prior to the start of any
fulfillment activity. After the start of fulfillment activity, each SOW may only
be amended or modified in writing with the mutual agreement of both Parties, in
accordance with the change control procedures set forth therein.

       

      (e) Escrow
Agent will hold and protect Deposit Materials in physical or electronic vaults
that are either owned or under the control of Escrow Agent, unless otherwise
agreed to by the Parties.

       

      (f) Upon
receipt of written instructions by both Depositor and Beneficiary, Escrow Agent
will permit the replacement or removal of previously submitted Deposit Material.
The Party making such request shall be responsible for getting the other Party
to approve the joint instructions.

       

      
        	
                5.  

              	
                Payment.

              


      

       

      The Party
responsible for payment of fees (“Paying Party”) shall pay to
Escrow Agent all fees as set forth in the Work Request (“Service Fees”). Except as set
forth below, all Service Fees are due within thirty (30) calendar days from the
date of invoice in U.S. currency and are non-refundable. Escrow Agent may update
Service Fees with a ninety (90) calendar day written notice to the Paying Party
during the term of this Agreement. The Paying Party is liable for any taxes
related specifically to Services purchased under this Agreement or shall present
to Escrow Agent an exemption certificate acceptable to the taxing authorities.
Applicable taxes shall be billed as a separate item on the invoice. Depositor
and Beneficiary agree that if this Agreement terminates during the term for any
reason, other than for the fault of Escrow Agent, all prepaid fees shall be
non-refundable. Any Service Fees not collected by Escrow Agent when due shall
bear interest until paid at a rate of one percent (1%) per month (12% per annum)
or the maximum rate permitted by law, whichever is less. Notwithstanding, the
nonperformance of any obligations of Depositor to deliver Deposit Materials
under the License Agreement or this Agreement, Escrow Agent is entitled to be
paid all Service Fees that accrue during the Term of this
Agreement.

       

      
        	
                6.  

              	
                Term and
      Termination.

              


      

       

      (a) The
“Term” of this Agreement
is for a period of one (1) year from the Effective Date (“Initial Term”) and will
automatically renew for additional one (1) year terms (“Renewal Term”) and continue in
full force and effect until one of the following events occur: (i) Depositor and
Beneficiary provide Escrow Agent with sixty (60) days’ prior written joint
notice of their intent to terminate this Agreement; (ii) Beneficiary provides
Escrow Agent and Depositor with sixty (60) days’ prior written notice of their
intent to terminate this Agreement; (iii) the Agreement terminates under another
provision of this Agreement; or (iv) any time after the Initial Term, Escrow
Agent provides a sixty (60) days’ prior written notice to the Depositor and
Beneficiary of Escrow Agent’s intent to terminate this Agreement. If the
Effective Date is 

       

      SCHEDULE
F-3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      not
specified in the Introduction section, then the last date noted on the signature
blocks of this Agreement shall be the Effective Date.

       

      (b) Unless
the express terms of this Agreement provide otherwise, upon termination of this
Agreement, Escrow Agent shall return the Deposit Materials to the Depositor. If
reasonable attempts to return the Deposit Materials to Depositor are
unsuccessful, Escrow Agent shall destroy the Deposit Material.

       

      (c) In the
event of the nonpayment of undisputed Service Fees owed to Escrow Agent, Escrow
Agent shall provide all Parties to this Agreement with written notice of Escrow
Agent’s intent to terminate this Agreement. Any Party to this Agreement shall
have the right to make the payment to Escrow Agent to cure the default. If the
past due payment is not received in full by Escrow Agent within thirty (30)
calendar days of the date of such written notice, then Escrow Agent shall have
the right to terminate this Agreement at any time thereafter by sending written
notice to all Parties. Escrow Agent shall have no obligation to perform the
Services under this Agreement (except those obligations that survive termination
of this Agreement) so long as any undisputed Service Fees due Escrow Agent under
this Agreement remain unpaid.

       

      
        	
                7.  

              	
                General
      Indemnity.

              


      

       

      Subject
to Section 10 and 11, Depositor and Beneficiary shall defend, indemnify and hold
harmless Escrow Agent and its officers, directors, employees, and agents and its
successors and assigns from and against any and all claims, losses, liabilities,
damages, and expenses (including, without limitation, reasonable attorneys’
fees), arising under this Agreement from the negligent or intentional acts or
omissions of the indemnifying Party or its subcontractors, or the officers,
directors, employees, agents, successors and assigns of either of
them.  Subject to Section 10 and 11, Escrow Agent shall defend,
indemnify and hold harmless Depositor and Beneficiary and their respective
officers, directors, employees, and agents and their respective successors and
assigns from and against any and all claims, losses, liabilities, damages, and
expenses (including, without limitation, reasonable attorneys’ fees), arising
under this Agreement from the negligent or intentional acts or omissions of
Escrow Agent or its subcontractors, officers, directors, employees, agents,
successors and assigns.

       

      
        	
                8.  

              	
                Warranties.

              


      

       

      (a) ESCROW
AGENT WARRANTS ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY
APPLICABLE LAW.  AN AGGRIEVED PARTY MUST NOTIFY ESCROW AGENT PROMPTLY
OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY’S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO
ESCROW AGENT BY PAYING PARTY FOR SUCH NON-

       

      SCHEDULE
F-4

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CONFORMING
SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY
AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY
PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS
AGREEMENT.

       

      (b) Depositor
warrants that all Depositor information provided hereunder is accurate and
reliable and undertakes to promptly correct and update such Depositor
information during the Term of this Agreement.

       

      (c) Beneficiary
warrants that all Beneficiary information provided hereunder is accurate and
reliable and undertakes to promptly correct and update such Beneficiary
information during the Term of this Agreement.

       

      (d) Ownership
Warranty. Depositor warrants that it is the owner or legal custodian of the
Deposit Materials and has full authority to store the Deposit Materials and
direct their disposition in accordance with the terms of this Agreement.
Depositor shall reimburse Escrow Agent for any expenses reasonably incurred by
Escrow Agent (including reasonable legal fees) by reason of Escrow Agent’s
compliance with the instructions of Depositor in the event of a dispute
concerning the ownership, custody or disposition of Deposit Materials stored by
Depositor with Escrow Agent.

       

      
        	
                9.  

              	
                Confidential
      Information.

              


      

       

      Escrow
Agent shall have the obligation to reasonably protect the confidentiality of the
Deposit Material. Except as provided in this Agreement Escrow Agent shall not
use or disclose the Deposit Material. Escrow Agent shall not disclose the terms
of this Agreement to any third Party. If Escrow Agent receives a subpoena or any
other order from a court or other judicial tribunal pertaining to the disclosure
or release of the Deposit Material, Escrow Agent will notify the Parties to this
Agreement unless prohibited by law. After notifying the Parties, Escrow Agent
may comply in good faith with such order. It shall be the responsibility of
Depositor or Beneficiary to challenge any such order; provided, however, that
Escrow Agent does not waive its rights to present its position with respect to
any such order. Escrow Agent will cooperate with the Depositor or Beneficiary,
as applicable, to support efforts to quash or limit any subpoena, at such
party’s expense. Any party requesting additional assistance shall pay Escrow
Agent’s standard charges or as quoted upon submission of a detailed
request.

       

      
        	
                10.  

              	
                Limitation of
      Liability.

              


      

       

      NOTWITHSTANDING
ANYTHING ELSE IN THIS AGREEMENT , ALL LIABILITY, IF ANY, WHETHER ARISING IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED
TO ESCROW AGENT UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A
SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES
RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY
FOR: (I) ANY CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER
PROPRIETARY RIGHT; (II) LIABILITY FOR 

       

      SCHEDULE
F-5

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DEATH OR
BODILY INJURY; (III) PROVEN THEFT; OR (IV) PROVEN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

       

      
        	
                11.  

              	
                Consequential Damages
      Waiver.

              


      

       

      IN NO
EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST
DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE
SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN
IN ADVANCE TO ONE OR MORE PARTIES.

       

      
        	
                12.  

              	
                General.

              


      

       

      (a) Incorporation of Work
Requests. All valid Depositor and Beneficiary Work Requests are
incorporated into this Agreement.

       

      (b) Purchase Orders. In
the event that the Paying Party issues a purchase order or other instrument used
to pay Service Fees to Escrow Agent, any terms and conditions set forth in the
purchase order which constitute terms and conditions which are in addition to
those set forth in this Agreement or which establish conflicting terms and
conditions to those set forth in this Agreement are expressly rejected by Escrow
Agent.

       

      (c) Right to Make Copies.
Escrow Agent shall have the right to make copies of all Deposit Materials as
reasonably necessary to perform the Services. Escrow Agent shall copy all
copyright, nondisclosure, and other proprietary notices and titles contained on
Deposit Materials onto any copies made by Escrow Agent. Any copying expenses
incurred by Escrow Agent as a result of a Work Request to copy will be borne by
the Party requesting the copies. Escrow Agent may request Depositor’s reasonable
cooperation in promptly copying Deposit Materials in order for Escrow Agent to
perform this Agreement.

       

      (d) Choice of Law. The
validity, interpretation, and performance of this Agreement shall be controlled
by and construed under the laws of Delaware, USA, as if performed wholly within
the state and without giving effect to the principles of conflicts of
laws.

       

      (e) Authorized Person(s).
Depositor and Beneficiary must each authorize and designate one person whose
actions will legally bind such party (“Authorized Person” who shall be
identified in the Authorized Persons (s) Notices Table of this Agreement) and
who may manage the Escrow Agent escrow account through the Escrow Agent website
or written instruction. The Authorized Person for each the Depositor and
Beneficiary will maintain the accuracy of their name and contact information
provided to Escrow Agent during the term of this Agreement.

       

      (f) Right to Rely on
Instructions. Escrow Agent may act in reliance upon any instruction,
instrument, or signature reasonably believed by Escrow Agent to be genuine and
from an Authorized Person(s), officer, or other employee of a Party. Escrow
Agent may assume that such representative of a Party to this Agreement who gives
any written notice, request, or instruction has the authority to do so. Escrow
Agent will not be required to inquire into the truth or evaluate 

       

      SCHEDULE
F-6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the merit
of any statement or representation contained in any notice or document
reasonably believed to be from such representative. With respect to Release and
Destruction of Deposit Materials, Escrow Agent shall rely on an Authorized
Person(s).

       

      (g) Force Majeure. No
Party shall be liable for any delay or failure in performance due to events
outside the defaulting Party’s reasonable control, including without limitation
acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts
of terrorism, fire, epidemics, or delays of common carriers or other
circumstances beyond its reasonable control. The obligations and rights of the
excused Party shall be extended on a day-to-day basis for the time period equal
to the period of the excusable delay.

       

      (h) Notices. All notices
regarding Exhibit A (release) shall be sent by commercial express mail or other
commercially appropriate means that provide prompt delivery and require proof of
delivery. All other correspondence, including invoices, payments, and other
documents and communications, may be sent electronically or via regular mail.
The Parties shall have the right to rely on the last known address of the other
Parties. Any correctly addressed notice to last known address of the other
Parties that is relied on herein and that is refused, unclaimed, or
undeliverable because of an act or omission of the Party to be notified as
provided herein shall be deemed effective as of the first date that said notice
was refused, unclaimed, or deemed undeliverable by electronic mail, the postal
authorities by mail, through messenger or commercial express delivery
services.

       

      (i) No Waiver. No waiver
of rights under this Agreement by any Party shall constitute a subsequent waiver
of this or any other right under this Agreement.

       

      (j) Assignment. Except in
those circumstances where assignment of the Services Agreement is permitted, no
assignment of this Agreement by Depositor or Beneficiary or any rights or
obligations of Depositor or Beneficiary under this Agreement is permitted
without the written consent of Escrow Agent, which shall not be unreasonably
withheld or delayed. Escrow Agent shall have no obligation in performing this
Agreement to recognize any successor or assign of Depositor or Beneficiary
unless Escrow Agent receives clear, authoritative and conclusive written
evidence of the change of parties.

       

      (k) Severability. In the
event any of the terms of this Agreement become or are declared to be illegal or
otherwise unenforceable by any court of competent jurisdiction, such term(s)
shall be null and void and shall be deemed deleted from this Agreement. All
remaining terms of this Agreement shall remain in full force and effect. If this
paragraph becomes applicable and, as a result, the value of this Agreement is
materially impaired for any Party, as determined by such Party in its sole
discretion, then the affected Party may terminate this Agreement by written
notice to the others.

       

      (l) Independent Contractor
Relationship. Depositor and Beneficiary understand, acknowledge, and
agree that Escrow Agent’s relationship with Depositor and Beneficiary will be
that of an independent contractor and that nothing in this Agreement is intended
to or should be construed to create a partnership, joint venture, or employment
relationship.

       

      SCHEDULE
F-7

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (m) Attorneys’ Fees. In
any suit or proceeding between the Parties relating to this Agreement, the
prevailing Party will have the right to recover from the other(s) its costs and
reasonable fees and expenses of attorneys, accountants, and other professionals
incurred in connection with the suit or proceeding, including costs, fees and
expenses upon appeal, separately from and in addition to any other amount
included in such judgment. This provision is intended to be severable from the
other provisions of this Agreement, and shall survive and not be merged into any
such judgment.

       

      (n) No Agency. No Party
has the right or authority to, and shall not, assume or create any obligation of
any nature whatsoever on behalf of the other Parties or bind the other Parties
in any respect whatsoever.

       

      (o) Disputes. Any
dispute, difference or question relating to or arising among any of the Parties
concerning the construction, meaning, effect or implementation of this Agreement
or the rights or obligations of any Party hereof will be submitted to, and
settled by arbitration by a single arbitrator chosen by the corresponding
Regional Office of the American Arbitration Association in accordance with the
Commercial Rules of the American Arbitration Association. The Parties shall
submit briefs of no more than 10 pages and the arbitration hearing shall be
limited to two (2) days maximum. The arbitrator shall apply Massachusetts law.
Unless otherwise agreed by the Parties, arbitration will take place in Boston,
Massachusetts, U.S.A. Any court having jurisdiction over the matter may enter
judgment on the award of the arbitrator. Service of a petition to confirm the
arbitration award may be made by regular mail or by commercial express mail, to
the attorney for the Party or, if unrepresented, to the Party at the last known
business address. If however, Depositor or Beneficiary refuse to submit to
arbitration, the matter shall not be submitted to arbitration and Escrow Agent
may submit the matter to any court of competent jurisdiction for an interpleader
or similar action. Unless adjudged otherwise, any costs of arbitration incurred
by Escrow Agent, including reasonable attorney’s fees and costs, shall be
divided equally and paid by Depositor and Beneficiary.

       

      (p) Regulations. All
Parties are responsible for and warrant, to the extent of their individual
actions or omissions, compliance with all applicable laws, rules and
regulations, including but not limited to: customs laws; import; export and
re-export laws; and government regulations of any country from or to which the
Deposit Materials may be delivered in accordance with the provisions of this
Agreement.

       

      (q) No Third Party
Rights. This Agreement is made solely for the benefit of the Parties to
this Agreement and their respective permitted successors and assigns, and no
other person or entity shall have or acquire any right by virtue of this
Agreement unless otherwise agreed to by all the parties hereto.

       

      (r) Entire Agreement. The
Parties agree that this Agreement, which includes all the Exhibits attached
hereto and all valid Work Requests submitted by the Parties, is the complete
agreement between the Parties hereto concerning the subject matter of this
Agreement and replaces any prior or contemporaneous oral or written
communications between the Parties. There are no conditions, understandings,
agreements, representations, or warranties, expressed or implied, which are not
specified herein. Each of the Parties herein represents and warrants that the
execution, delivery, and performance of this Agreement has been duly authorized
and signed by 

       

      SCHEDULE
F-8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      a person
who meets statutory or other binding approval to sign on behalf of its business
organization as named in this Agreement. This Agreement may only be modified by
mutual written agreement of the Parties.

       

      (s) Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

       

      (t) Survival. Sections 6
(Term and Termination), 7 (General Indemnity), 8 (Warranties), 9 (Confidential
Information), 10 (Limitation of Liability) 11(Consequential Damages Waiver), and
12 (General) of this Agreement shall survive termination of this Agreement or
any Exhibit attached hereto.

       

      
        	
                BENEFICIARY:

                 

                BANK
      OF AMERICA, N.A.

                 

                By:                ____________________________

                Print
      Name:  ____________________________                        

                Title:             ____________________________             

                 

              	
                DEPOSITOR:

                 

                BOTTOMLINE
      TECHNOLOGIES, INC.

                 

                By:                ___________________________                  

                Print
      Name:  ____________________________    

                Title:             ____________________________         

                 

              
	
                ESCROW AGENT:

                 

                 

                 

                By:                ____________________________          

                Print
      Name:  ____________________________                        

                Title:            
      ____________________________             

                 

              	 
      


      

      


      SCHEDULE
F-9

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
A

       

      RELEASE
OF DEPOSIT MATERIALS

       

      Deposit Account
Number:____________________________

       

      Escrow
Agent will use the following procedures to process any Beneficiary Work Request
to release Deposit Material. All notices under this Exhibit A shall be sent
pursuant to the terms of Section 12(h) Notices.

       

      1. Release Conditions.
The Depositor and Beneficiary agree that a Work Request for the release of the
Deposit Materials shall be based solely on one or more of the Escrow Release
Conditions set forth in Section 9.5 of the Services Agreement.

       

      2. Release Work Request.
A Beneficiary may submit a Work Request to Escrow Agent to release the Deposit
Materials covered under this Agreement. Escrow Agent will send a written notice
of this Beneficiary Work Request within five (5) business days to the
Depositor’s Authorized Person(s).

       

      3. Contrary
Instructions. From the date Escrow Agent mails written notice of the
Beneficiary Work Request to release Deposit Materials covered under this
Agreement, Depositor authorized representative(s) shall have ten (10) business
days to deliver to Escrow Agent contrary instructions. Contrary instructions
shall mean the written representation by Depositor that a Release Condition has
not occurred or has been cured (“Contrary Instructions”).
Contrary Instructions shall be on company letterhead and signed by an authorized
Depositor representative. Upon receipt of Contrary Instructions, Escrow Agent
shall promptly send a copy to Beneficiary’s Authorized Person(s). Additionally,
Escrow Agent shall notify both Depositor and Beneficiary Authorized Person(s)
that there is a dispute to be resolved pursuant to the Disputes provisions of
this Agreement. Escrow Agent will continue to store Deposit Materials without
release pending (i) joint instructions from Depositor and Beneficiary with
instructions to release the Deposit Material; or (ii) dispute resolution
pursuant to the Disputes provisions of this Agreement; or (iii) receipt of an
order from a court of competent jurisdiction.

       

      4. Release of Deposit
Material. If Escrow Agent does not receive Contrary Instructions from an
authorized Depositor representative, Escrow Agent is authorized to release
Deposit Materials to the Beneficiary or, if more than one Beneficiary is
registered to the deposit, to release a copy of Deposit Materials to the
Beneficiary. Escrow Agent is entitled to receive any undisputed, unpaid Service
Fees due Escrow Agent from the Parties before fulfilling the Work Request to
release Deposit Materials covered under this Agreement. Any Party may cure a
default of payment of Service Fees.

       

      5. Termination of Agreement
Upon Release. This Agreement will terminate upon the effective date of
the license granted under Section 9.6(b) of the Services Agreement following
release of Deposit Materials held by Escrow Agent.

       

      6. Right to Use Following
Release. Beneficiary has the right under this Agreement to use the
Deposit Materials for the sole purpose of continuing the benefits afforded to
Beneficiary by the Services Agreement. Notwithstanding, the Beneficiary shall
not have access to the Deposit 

       

      SCHEDULE
F-10

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Materials
unless there is a release of the Deposit Materials in accordance with this
Agreement. Beneficiary shall be obligated to maintain the confidentiality of the
released Deposit Material.

       

      


      SCHEDULE
F-11

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
G

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
G

       

      PayMode Security
Requirements

       

      In
addition to the other provisions in the Services Agreement relating to
confidentiality, the handling of data, etc., the following security requirements
shall apply.  Notwithstanding anything in the Services Agreement to
the contrary, Bank may amend these requirements from time to time.

       

      
        	
                1.  

              	
                Privacy
      Policy

              


      

       

      1.1 With
respect to all PayMode Data, Tech’s privacy policy will conform, in [**]
reasonable judgment, to that of [**], as it may exist from time to
time.

       

      
        	
                2.  

              	
                Protection

              


      

       

      2.1 Tech
shall implement reasonable controls to ensure that access to its systems
[**].  Tech shall notify Bank of any [**].  No such change
[**] of PayMode Data, may be [**] shall have the right to approve these types of
changes prior to their becoming effective.

       

      2.2 Tech
shall conduct [**] testing on those portions of the Tech network which [**]
PayMode Data on a mutually agreed schedule and terms.  Tech agrees to
[**] this service.

       

      2.3 Tech
shall permit [**], and PayMode Data [**] on a mutually agreed schedule and
terms.  Tech’s agreement with [**] of this Services Agreement shall
likewise [**].

       

      2.4 Subject
to the terms of this Services Agreement and the Schedules attached hereto, Tech
will use reasonable best efforts to [**] PayMode Data, [**] by
Tech.  Tech shall [**], in order to ensure [**] in accordance with the
terms of this Services Agreement, its Schedules, [**].

       

      
        	
                3.  

              	
                Detection
      and Response

              


      

       

      3.1 Tech
shall monitor [**].  Tech shall notify Bank [**], in the event of a
[**].  Per Section IV of the Supplier Security Requirements, [**]
shall be contacted by calling [**] retains the right to make appropriate
notifications to [**] shall make no notice to [**] without the written
permission, and at the written direction, of [**] shall cooperate fully with all
[**].

       

      3.2 Tech
shall maintain for a mutually agreed-upon length of time, [**] PayMode
Data.  Bank may [**] upon reasonable prior notice.  Tech
acknowledges and agrees that [**] PayMode Data [**] in the event of a
[**].  Upon the request of Bank, Tech shall [**].  Nothing
in this Section 3.2 shall give [**].

       

      3.3 Tech
shall monitor [**] in an adequate and timely manner.  Unless otherwise
expressly agreed in writing, [**].  This obligation [**].

       

      3.4 Tech will
perform [**].  Tech will promptly provide the results to
Bank.

       

      
        	
                4.  

              	
                Security
      Program Features

              


      

       

      SCHEDULE
G-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.1 At the
request of Bank, Tech shall meet with the Bank [**] at mutually agreeable times
and locations.

       

      4.2 Bank
acknowledges and agrees that the information Tech so provides [**], as defined
in this Services Agreement, and is [**]. Tech shall provide [**].

       

      [**].

       

      
        	
                5.  

              	
                Information
      Destruction Requirements

              


      

       

      5.1 At Bank’s
direction, subject to Section 10.6 of the Services Agreement, Tech shall destroy
all Bank’s Confidential Information [**] after it is no longer needed for
performance under this Services Agreement or to satisfy regulatory
requirements.  Tech must have in place [**].  These
information destruction requirements are to be applied to [**].

       

      5.2 [**]
includes [**].  This media must be [**] and it is no longer
needed.  This media may be [**].  The media may be
[**].  Tech is responsible for [**].  Confidential
Information in this media must be [**] for any purpose.

       

      5.3 [**]
includes [**].  This media is to be [**].  The resulting
media must be [**] for any purpose.

       

      5.4 These
processes must be [**].  The procedure must also [**].  Tech
shall keep records [**].

       

       

      
        SCHEDULE
G-2

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
H

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
H

       

      Business
Associate Addendum

       

      This
Business Associate Addendum (the “Addendum”) is made and entered into as of
Effective Date by and between BANK OF AMERICA, N. A.
(“Bank”) and BOTTOMLINE
TECHNOLOGIES, INC. (the “Tech”) (each a “Party” and collectively the
“Parties”).

       

      WHEREAS, Bank and Tech are
entering into the Services Agreement to which this Addendum is attached (the
“Services Agreement”), pursuant to which Tech will provide services to Bank;
and

       

      WHEREAS, the services provided
by Bank to its customers that are “covered entities” (“Covered Entities”) (as
defined below) under privacy and information security regulations, including the
regulations contained in 45 C.F.R. Parts 160 and 164, as amended from time to
time (the “HIPAA Regulations”) promulgated under the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) cause Bank to be considered
a “business associate” of those Covered Entities, and pursuant to the Services
Agreement, Tech will provide certain services to Bank requiring Tech to have
access to Protected Health Information (“PHI”) (as defined below) of the Covered
Entities; and

       

      WHEREAS, under its business
associate agreements with the Covered Entities, Bank is required to obtain
contractual assurances from its subcontractors who receive or obtain PHI of the
Covered Entities in the course of providing services to Bank that they will
safeguard the PHI in accordance with applicable requirements under the HIPAA
Regulations; and

       

      WHEREAS, Bank and Tech desire
to incorporate into the Services Agreement certain provisions required to be
implemented by Bank under its business associate agreements with the Covered
Entities.

       

      NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained herein and the
continued provision of PHI by Bank to Tech under the Services Agreement in
reliance on this Addendum, the Parties agree as follows:

       

      
        	
                1.  

              	
                Definitions.  For
      purposes of this Addendum, the terms below shall have the meanings given
      to them in this Section.

              


      

       

      
        	
                (a)  

              	
                Covered Entities shall
      mean the customers of Bank that are covered entities as defined in 45
      C.F.R. § 160.103.

              


      

       

      
        	
                (b)  

              	
                Data Aggregation shall
      mean, with respect to PHI created or received by Bank in its capacity as
      the business associate of a Covered Entity, the combining of such PHI by
      Tech with the PHI received by Bank in its capacity as a business associate
      of another Covered Entity, to permit data analyses that relate to the
      Health Care Operations (defined below) of the respective Covered
      Entities.

              


      

       

      
        	
                (c)  

              	
                Designated Record Set
      shall mean a group of Records maintained by or for Bank that: (a) consists
      of medical records and billing records about individuals maintained by or
      for a Covered Entity; (b) consists of the enrollment, payment, claims
      adjudication, and case or medical management record systems maintained by
      or for a health plan; or (c) consists of Records used, in whole or part,
      by or for the Covered Entity to make decisions about individual
      patients.  As used herein, the term “Record” shall mean any
      item, collection or grouping of information that includes PHI and is
      maintained, collected, used or disseminated by or for a
      provider.

              


      

       

      
        SCHEDULE
H-1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)  

              	
                De-Identify shall mean
      to alter the PHI such that the resulting information meets the
      requirements described in 45 C.F.R. § 164.514(a) and
  (b).

              


      

       

      
        	
                (e)  

              	
                Effective Date shall
      mean the date first written above.

              


      

       

      
        	
                (f)  

              	
                Electronic PHI shall
      mean any PHI maintained in or transmitted by “electronic media” as defined
      in 45 C.F.R.  § 160.103.

              


      

       

      
        	
                (g)  

              	
                Health Care Operations
      shall have the meaning given to that term at 45 C.F.R. §
      164.501.

              


      

       

      
        	
                (h)  

              	
                HHS shall mean the U.S.
      Department of Health and Human
Services.

              


      

       

      
        	
                (i)  

              	
                HITECH Act shall mean
      the Health Information Technology for Economic and Clinical Health Act
      included in the American Recovery and Reinvestment Act of
      2009.

              


      

       

      
        	
                (j)  

              	
                Protected Health
      Information or PHI shall have the
      meaning given to that term at 45 C.F.R. §
  164.501.

              


      

       

      
        	
                (k)  

              	
                Security Incident shall
      mean the attempted or successful unauthorized access, use, disclosure,
      modification, or destruction of PHI or interference with system operations
      in an information system that contains
PHI.

              


      

       

      
        	
                2.  

              	
                Use
      and Disclosure of PHI.

              


      

       

      
        	
                (a)  

              	
                Except
      as otherwise provided in this Addendum, Tech may use or disclose PHI as
      reasonably necessary to provide the services described in the Services
      Agreement, or to undertake other activities of Tech permitted or required
      by this Addendum or as required by
law.

              


      

       

      
        	
                (b)  

              	
                Except
      as otherwise limited by this Addendum, Bank authorizes Tech to use the PHI
      in its possession for the proper management and administration of Tech’s
      business and to carry out its legal responsibilities.  Tech may
      disclose PHI for its proper management and administration, provided that
      (i) such disclosures are required by law; or (ii) Tech obtains, in
      writing, prior to making any disclosure to a third party: (a) reasonable
      assurances from such third party that the PHI will be held confidential as
      provided under this Addendum and used or further disclosed only as
      required by law or for the purpose for which it was disclosed to such
      third party; and (b) an agreement from such third party to notify Tech
      immediately of any breaches of the confidentiality of the PHI, to the
      extent it has knowledge of such
breach.

              


      

       

      SCHEDULE
H-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                Bank
      does not authorize Tech to De-Identify the PHI or to perform Data
      Aggregation services without the prior written consent of
      Bank.

              


      

       

      
        	
                (d)  

              	
                Tech
      shall not use or disclose PHI in a manner other than as provided in this
      Addendum, as permitted under the HIPAA Regulations, or as required by
      law.  Tech will not use or disclose PHI in any manner that would
      violate applicable laws or regulations, including, without limitation, the
      HIPAA Regulations, if done by a Covered
Entity.

              


      

       

      
        	
                (e)  

              	
                Upon
      request, Tech shall make available to Bank any PHI of the Covered Entities
      that Tech, or any of its subcontractors or agents, have in their
      possession.

              


      

       

      
        	
                3.  

              	
                Safeguards
      Against Misuse of PHI.  Tech shall
      implement administrative, physical and technical safeguards that
      reasonably and appropriately protect the confidentiality, availability,
      and integrity of the Electronic PHI that it creates, receives, maintains,
      or transmits on behalf of Bank or its Covered Entity clients, and shall
      use appropriate safeguards to prevent the use or disclosure of all PHI
      other than as provided by the Services Agreement or this
      Addendum.  In particular, but without limitation, Tech shall
      provide security for all PHI provided to it under this Addendum that meets
      the standards set forth in the Guidance issued by HHS under the HITECH
      Act, as published in 74 Fed. Reg. 19006, et seq. (April 27, 2009), as such
      standards may be modified or amended by HHS.  Tech agrees to
      take reasonable steps to ensure that the actions or omissions of its
      employees or agents do not cause Tech to breach the terms of this
      Addendum.

              


      

       

      
        	
                4.  

              	
                Reporting
      to Bank.  Tech shall
      report to Bank in writing (1) any use or disclosure of PHI not provided
      for by this Addendum of which it becomes aware, or (2) any Security
      Incident affecting Electronic PHI that it creates, receives, maintains, or
      transmits on behalf of Bank or its Covered Entity customers of which it
      becomes aware in accordance with the following
    requirements:

              


      

       

      
        	
                (a)  

              	
                Tech
      will report to Bank any use or disclosure of the PHI pursuant to any
      Security Incident of which it becomes aware in accordance with the
      following reporting procedures for Security Incidents that result in
      unauthorized access, use, disclosure, modification or destruction of
      information or interference with system operations (“Successful Security
      Incidents”) and for Security Incidents that do not so result
      (“Unsuccessful Security
Incidents”):

              


      

       

      (1) For
Unsuccessful Security Incidents, Tech and Bank agree that this paragraph
constitutes notice of such Unsuccessful Security Incidents. By way of example,
the Parties consider the following to be illustrative of Unsuccessful Security
Incidents when they do not result in actual unauthorized access, use,
disclosure, modification or destruction of Electronic PHI or interference with
an information system that contains or processes Electronic PHI: (i) pings on a
firewall, (ii) port scans, (iii) attempts to log on to a system or enter a
database 

       

      SCHEDULE
H-3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      with an
invalid password or username, (iv) denial-of-service attacks that do not result
in a server being taken off-line, and (v) Malware (worms, viruses,
etc.).

       

      (2) For
Successful Security Incidents, Tech will give Bank immediate notice after
learning of the Successful Security Incident.

       

      
        	
                5.  

              	
                Mitigation
      of Disclosures of PHI.  Tech shall
      mitigate, to the extent practicable, any harmful effect that is known to
      Tech of any use or disclosure of PHI by Tech or its agents or
      subcontractors in violation of the requirements of this
      Addendum.

              


      

       

      
        	
                6.  

              	
                Agreements
      with Agents or Subcontractors.  Tech shall
      ensure that any agent or subcontractor that has access to or to which Tech
      provides PHI agrees in writing to the restrictions and conditions
      concerning uses and disclosures of PHI contained herein, and agrees to
      implement reasonable and appropriate safeguards to protect any Electronic
      PHI that it creates, receives, maintains, or transmits on behalf of Bank
      or a Covered Entity.

              


      

       

      
        	
                7.  

              	
                Access
      to PHI by Individuals.

              


      

       

      
        	
                (a)  

              	
                Upon
      request, Tech agrees to furnish Bank with copies of the PHI maintained by
      Tech in a Designated Record Set in the time and manner designated by
      Bank.

              


      

       

      
        	
                (b)  

              	
                In
      the event any individual or personal representative requests access to the
      individual’s PHI directly from Tech, Tech shall forward that request
      immediately to Bank.  Any disclosure of, or decision not to
      disclose, the PHI requested by an individual or a personal representative
      and compliance with the requirements applicable to an individual’s right
      top obtain access to PHI shall be the sole responsibility of the Covered
      Entity contracting with Bank.

              


      

       

      
        	
                8.  

              	
                Amendment
      of PHI.

              


      

       

      
        	
                (a)  

              	
                Upon
      request and instruction from Bank, Tech shall amend PHI or a Record about
      an individual in a Designated Record Set that is maintained by, or
      otherwise within the possession of, Tech as directed by Bank in accordance
      with procedures established by 45 C.F.R. § 164.526.  Any request
      by Bank to amend such information shall be completed by Tech promptly upon
      the request from Bank.

              


      

       

      
        	
                (b)  

              	
                In
      the event that any individual requests that Tech amend such individual’s
      PHI or Record in a Designated Record Set, Tech shall forward such request
      immediately to Bank.  Any amendment of, or decision not to
      amend, the PHI or Record as requested by an individual and compliance with
      the requirements applicable to an individual’s right to request an
      amendment of PHI shall be the sole responsibility of the Covered Entity
      contracting with Bank.

              


      

       

      
        	
                9.  

              	
                Accounting of
      Disclosures.

              


      

       

      
        	
                (a)  

              	
                Tech
      shall document any disclosures of PHI made by it, except for disclosures
      relating to treatment, payment or health care operations of the Covered
      Entities of Bank or other disclosures excepted under 45 C.F.R. § 164.528
      (a).  Tech also shall make available information related to such
      disclosures as would be required for the Covered Entity customers of Bank
      to respond to a request for an accounting of disclosures in accordance
      with 45 C.F.R. § 164.528.  At a minimum, Tech shall furnish Bank
      the following with respect to any covered disclosures by
      Tech:  (i) the date of disclosure of PHI; (ii) the name of the
      entity or person who received PHI, and, if known, the address of such
      entity or person; (iii) a brief description of the PHI disclosed; and (iv)
      a brief statement of the purpose of the disclosure which includes the
      basis for such disclosure.

              


      

       

      SCHEDULE
H-4

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                Tech
      hereby agrees to implement an appropriate recordkeeping system to enable
      it to comply with the requirements of this Section.  Tech agrees
      to retain such records for a minimum of six (6)
  years.

              


      

       

      
        	
                (c)  

              	
                Tech
      shall furnish to Bank information collected in accordance with this
      Section, in the time and manner designated by Bank, to permit the Covered
      Entity contracting with Bank to make an accounting of disclosures as
      required by 45 C.F.R. § 164.528.

              


      

       

      
        	
                (d)  

              	
                In
      the event that an individual delivers the request for an accounting
      directly to Tech, Tech shall forward such request immediately to
      Bank.  The Covered Entity contracting with Bank shall maintain
      sole responsibility for preparing and delivering any accounting requested
      and for complying with the requirements applicable to an individual’s
      right to obtain an accounting of disclosures of
  PHI.

              


      

       

      
        	
                10.  

              	
                Availability
      of Books and Records.  Tech shall
      make available to Bank its internal practices, books, agreements, records,
      and policies and procedures relating to the use and disclosure of PHI and,
      upon request, to the Secretary of HHS for purposes of determining a
      Covered Entity’s compliance with the HIPAA
      Regulations.  Notwithstanding the foregoing, prior to any such
      disclosure to the Secretary of HHS or any other federal or state agency,
      Tech shall notify Bank in writing immediately of such request and shall
      furnish Bank with copies of such request.  Bank and Tech agree
      to work together in responding to any such request, including but not
      limited to engaging in an effort to obtain a confidentiality agreement,
      protective order, injunction or court order, if necessary, to preserve any
      applicable privilege.

              


      

       

      
        	
                11.  

              	
                Term and
      Termination.

              


      

       

      
        	
                (a)  

              	
                This
      Addendum shall become effective on the Effective Date and shall continue
      in effect until all obligations of the Parties have been met under the
      Services Agreement and under this
Addendum.

              


      

       

      
        	
                (b)  

              	
                Bank
      may terminate immediately this Addendum, the Services Agreement, and any
      other related agreements if Tech has breached a material term of this
      Addendum and Tech has failed to cure that material breach, to the
      reasonable satisfaction of Bank, within forty-five (45) days after written
      notice from Bank; provided, however, that if Bank determines in its
      reasonable judgment that the material breach cannot be cured feasibly
      within forty-five (45) days or that immediate termination is necessary to
      prevent further unauthorized uses or disclosures of PHI, it shall have the
      right to terminate this Addendum and/or the Services Agreement
      immediately.

              


      

       

      SCHEDULE
H-5

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                Upon
      termination of the Services Agreement for any reason, all PHI maintained
      by Tech shall be returned to Bank or destroyed by Tech.  Tech
      shall not retain any copies of such information.  This provision
      shall apply to PHI in the possession of Tech’s subcontractors and
      agents.  If return or destruction of the PHI is not feasible in
      Tech’s reasonable judgment, Tech shall furnish Bank with notification, in
      writing, of the conditions that make return or destruction
      infeasible.  Upon mutual agreement of the Parties that return or
      destruction of the PHI is infeasible, Tech will extend the protections of
      this Addendum to such information for as long as Tech retains such
      information and will limit further uses and disclosures to those purposes
      that make the return or destruction of the information not
      feasible.  This Section 11(c) shall survive any termination of
      this Addendum.

              


      

       

      
        	
                12.  

              	
                Effect of
      Addendum.

              


      

       

      
        	
                (a)  

              	
                This
      Addendum is a part of and subject to the terms of the Services Agreement,
      except that to the extent any terms of this Addendum conflict with any
      term of the Services Agreement, the terms of this Addendum shall control
      and all other terms of the Services Agreement shall remain in full force
      and effect.  In the event of inconsistency between the
      provisions of this Addendum and mandatory provisions of the HIPAA
      Regulations, as amended, or their interpretation by any court or
      regulatory agency of competent authority and jurisdiction over either
      Party hereto, the HIPAA Regulations, as interpreted by such court or
      agency, shall control.  Where the provisions of this Addendum
      are different from those mandated in the HIPAA Regulations, but are
      nonetheless permitted by such rules as interpreted by courts or agencies,
      the provisions of this Addendum shall
control.

              


      

       

      
        	
                (b)  

              	
                Except
      as expressly stated herein or as provided by law, this Addendum shall not
      create any rights in favor of any third
party.

              


      

       

      
        	
                13.  

              	
                Regulatory
      References.  A reference
      in this Addendum to a section in the HIPAA Regulations means the section
      as in effect or as amended.

              


      

       

      
        	
                14.  

              	
                Notices.  All
      notices, requests and demands or other communications to be given
      hereunder to a Party shall be made via first class mail, registered or
      certified or express courier to such Party’s address given below, and/or
      via facsimile to the facsimile telephone numbers listed
    below:

              


      

       

      SCHEDULE
H-6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                If to Bank, to:

                 

                Michael
      J. Butz

                Sourcing
      Manager I

                Bank
      of America

                Mail
      Code: NC1-023-09-01

                525
      N Tryon St.

                Charlotte,
      NC 28255

                Facsimile
      number: 617.310.2235

                 

                 

              	
                With a copy to:

                 

                Kelly
      Spinard

                Senior
      Compliance Manager

                Bank
      of America

                Mail
      Code: RI1-537-08-02

                1
      Financial Plaza

                Providence,
      RI 02903

                Facsimile
      number: 617.310.2313

                 

                 

              
	
                If to Tech, to:

                 

                Robert
      A. Eberle

                President
      and CEO

                Bottomline
      Technologies (de), Inc.

                325
      Corporate Drive

                Portsmouth,
      NH 03801

                Facsimile
      number: 603. 436.0300

              	
                With a copy to:

                 

                John
      A. Burgess, Esq.

                Wilmer
      Cutler Pickering Hale & Dorr LLP

                60
      State Street

                Boston,
      MA 02109

                Facsimile
      number: 617. 526.5000

              


      

      


       

      
        	
                15.  

              	
                Amendments;
      Waiver.  This
      Addendum may not be modified, nor shall any provision be waived or
      amended, except in writing duly signed by authorized representatives of
      the Parties.  The Parties acknowledge that federal laws
      regarding health information privacy and data security are undergoing
      rapid change and hereby agree to amend, upon the mutual agreement of the
      parties, this Addendum from time to time as is necessary for Bank and its
      Covered Entity customers to comply with these statutory
      requirements.  Should the parties fail to agree promptly to
      reasonable terms and conditions to amend this Addendum as required in
      order to comply with a new or revised law, rule or regulation, Bank may
      promptly terminate this Addendum and/or the Services Agreement (pursuant
      to Sections 15.2 and 23.14(d) of the Services Agreement).  A
      waiver with respect to one event shall not be construed as continuing, or
      as a bar to or waiver of any right or remedy as to subsequent
      events.

              


      

       

      
        	
                16.  

              	
                HITECH
      Act Compliance.  The Parties
      acknowledge that the HITECH Act includes several provisions impacting the
      health care industry, including significant changes to the HIPAA
      Regulations. The Privacy Subtitle of the HITECH Act sets forth provisions
      that significantly change the requirements for business associates and the
      agreements between business associates and covered entities under the
      HIPAA Regulations and many of these changes will be clarified in
      forthcoming regulations and guidance.  Each Party agrees to
      comply with the applicable provisions of the HITECH Act and any
      implementing regulations and guidance issued thereunder.  Also,
      the Parties agree to modify this Addendum as reasonably necessary to
      comply with the HITECH Act and its implementing regulations, guidance, and
      interpretations as they become
effective.

              


      

       

       

      SCHEDULE
H-7

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
 

      In Witness Whereof, this
Addendum is executed by the Parties as of the date first written
above.

       

      
        	
                BANK
      OF AMERICA, N.A.

                 

                By:   /s/ Mike
      Butz                                                           

                Print
      Name:   Mike
      Butz                                                           

                Title:   VP, Supply
      Chain                                                           

              	
                BOTTOMLINE
      TECHNOLOGIES, INC.

                 

                By:   /s/ Robert A.
      Eberle                                                                 

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      Name:   Robert A.
      Eberle                                                                 

                Title:   President and
      CEO                                                                 

                 

              


      

      


       

      


       

      SCHEDULE
H-8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
I

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
I

       

      Agreements Subject to
Consent Requirement

       

      
        	
                1)  

              	
                Customer
      Service Agreement with [**]

              


      

       

      
        	
                2)  

              	
                Customer
      Service Agreement with [**]

              


      

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
J

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
J

       

      Background
Checks

       

      In
accordance with and subject to the terms and conditions of this Services
Agreement, within [**] after executing this Services Agreement with respect to
any person that is a former employee of Bank being assigned to participate in
the provision of Services to Bank, and prior to participating in the provision
of Services to Bank with respect to any person who is not a former employee of
Bank, the following background screening guidelines must be administered to and
successfully passed by each Representative of Tech (“Contract
Person”):

       

      
        	
                (b)  

              	
                Search
      of the Contract Person’s social security number to verify the accuracy of
      the individual’s identity and current and previous
    addresses.

              


      

       

      
        	
                (c)  

              	
                A
      criminal background search of all court records in each venue of the
      Contract Person’s current and previous addresses
  [**].

              


      

       

      
        	
                (d)  

              	
                A
      minimum of at least [**] work references prior to assignment at
      Bank.

              


      

       

      
        	
                (e)  

              	
                Verification
      of highest post high school education or degrees, i.e., B.A., B.S.,
      Associate, or professional
certifications.

              


      

       

      
        	
                (f)  

              	
                Validation
      of United States citizenship or certification to work in the United
      States.

              


      

       

      Tech
shall keep copies of background screening documentation and provide
certification of their completion to Bank when requested.

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
K

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
K

       

      Business Continuity
Requirements

       

      
        	
                1.  

              	
                Tech
      shall establish, maintain and implement a Business Continuity Plan per the
      terms of this Services Agreement.  The Business Continuity Plan
      shall include recovery strategy, loss of critical personnel, documented
      recovery plans covering all areas of operations necessary to delivering
      Tech’s Services pursuant to this Services Agreement, vital records
      protection and testing plans.  The plans shall provide, without
      limitation, for off-site backup of critical data files, Confidential
      Information, software, documentation, forms and supplies as well as
      alternative means of transmitting and processing Confidential
      Information.

              


      

       

      
        	
                2.  

              	
                The
      recovery strategy shall provide for recovery after both short and long
      term disruptions in facilities, environmental support, workforce
      availability, and data processing equipment. Although short term outages
      can be protected with redundant resources and network diversity, the long
      term strategy must allow for total destruction of Tech’s business
      operations for a period of [**] or longer and set forth a recovery
      strategy.

              


      

       

      
        	
                3.  

              	
                Tech’s
      recovery objectives shall not exceed the following during any recovery
      period:

              


      

       

      
        	
                (a)  

              	
                Time
      to Full Restoration from time of disruption event:
  [**]

              


      

      
        	
                (b)  

              	
                Maximum
      Data Loss (stated in hours) from time of disruption event:
      [**]

              


      

      
        	
                (c)  

              	
                Percentage
      Reduction of Service Levels: [**]

              


      

       

      
        	
                4.  

              	
                Bank
      agrees to work with Tech to determine a mutually agreeable date for Tech
      to match the new objectives if
necessary.

              


      

       

      
        	
                5.  

              	
                Tech
      shall continue to provide Services to Bank, at Bank’s expense, if Bank
      activates its contingency plan or moves to an interim site to conduct its
      business, including during tests of Bank’s contingency operations
      plans.

              


      

       

      
        	
                6.  

              	
                Tech
      shall furnish contingency recovery plans, contingency exercise and testing
      schedules annually or upon request.  Tech shall provide to Bank,
      annually, or upon request, copies of all contingency exercise final
      reports, and shall include disaster scenario description, exercise scope
      and objectives, detailed tasks, exercise issues list and remediation, and
      exercise results. If requested, Tech shall allow Bank, at its own expense,
      to observe a contingency test.

              


      

       

      
        	
                7.  

              	
                If
      Tech provides electronic interchange of data with Bank, Tech shall
      participate, if requested and at Bank’s expense, in the recovery exercises
      of Bank to validate recovery
capability.

              


      

       

      
        	
                8.  

              	
                Tech
      shall provide evidence of capability to meet any applicable regulatory
      requirements concerning business
continuity.

              


      

       

      
        	
                9.  

              	
                Tech
      shall participate, if reasonably requested by Bank and at Bank’s expense,
      in recovery testing of a mutually agreed upon scope and
      frequency.