Exhibit 10(m)


Exhibit
10(m)


 

MARKETING
SERVICES AGREEMENT




THIS
MARKETING SERVICES AGREEMENT is made as of April 11, 2005 between DNB FIRST,
NATIONAL ASSOCIATION, a national banking association with an address at 4
Brandywine Avenue, Downingtown, PA 19335 (“DNB”) and TSG, INC., a Pennsylvania
business corporation with an address at P.O. Box 156, 1212 Scott Road,
Unionville, PA 19375 (“Service Provider”).




Background:




A.
DNB does not presently have sufficient staff to provide all of the “Marketing
Services” referred to below for itself. 

 

B.
Eli Silberman, the principal of Service Provider, is uniquely situated to assist
DNB with the Marketing Services because of his marketing industry knowledge and
experience, and his knowledge of DNB.

 

In
consideration of the premises and mutual obligations contained herein, and
intending to be legally bound, the parties hereto agree as follows:

 

1.
Marketing
Services.
Service Provider shall consult with and assist DNB in developing a branding
strategy for the purpose of successfully differentiating DNB’s products and
services. To achieve that goal, Service Provider shall provide the following
services:

 

(a)
Provide a comprehensive analysis of DNB’s product and service offerings,
competitive position and customer profiles, including interviews with selected
samples of customers of DNB and other financial institutions;

 

(b)
Consult with and assist DNB’s management in establishing strategies for branding
based on the foregoing analysis and research;

 

(c)
Assist DNB with marketing, public relations and customer relations strategies to
implement the new branding strategies.

 

(d)
Provide DNB with ongoing creative supervision and copywriting
support.

 

The
foregoing services shall produce the deliverables, and be consistent with, the
documented discussions DNB and Service Provider have had to date, and shall be
subject to such performance measures for each stage of performance as the
parties shall identify prior to commencement of each stage of services. The
foregoing are sometimes referred to in this Agreement as the “Marketing
Services.” The Marketing Services shall be provided within such deadlines as the
parties may mutually agree from time to time, but shall in all events be
consistent with DNB’s marketing requirements.

 

2.
Compensation.
(a) In consideration for Service Provider rendering the Marketing Services
listed in items (a), (b) and (c) above, DNB shall (i) reimburse 

 

 

 




















 



Service
Provider its reasonable out-of-pocket expenses in providing the Marketing
Services; and (ii) pay Service Provider a fee of $40,000.00, (b) In
consideration for services provided relating to the marketing services listed in
paragraph 1(d) above, DNB should pay a fee of $85.00 per hour.





3.
Regulatory
Compliance.
This Agreement shall in all events be subject to all applicable banking laws and
regulations. The performance of Marketing Services by the Service Provider is
subject to examination oversight by DNB’s applicable banking regulators. Without
limiting the foregoing, the provision of Marketing Services and the payment of
compensation therefor shall be on terms and at compensation rates that are
substantially the same, or at least as favorable to DNB, as those available to
DNB for comparable services from other nonaffiliated service providers. The
parties agree to modify this Agreement and the compensation payable hereunder
from time to time to conform to any applicable regulatory requirements. Service
Provider shall each be subject to examination by DNB’s regulators to the extent
deemed appropriate or necessary by such regulators in connection with this
Agreement.

 

4.
Intellectual
Property.
Any work product and intellectual property, such as DNB’s name, logo, trademark,
and copyrighted material, shall be the sole property of DNB.

 

5.
Confidentiality;
Preservation and Disposition of Confidential Information.
All information relating to DNB, including without limitation relating to its
products, services, methods, branding and other business strategies, product
designs, and customers and consumers, and all information relating to any DNB
customers or consumers, shall be confidential (collectively “Confidential
Information”) and shall not be disclosed by Service Provider to any third party
without DNB’s prior written consent. Service Provider shall, consistent with
DNB’s policies and procedures and laws and regulations applicable to DNB: (a)
establish policies, safeguards, methods and procedures to ensure the
confidentiality of Confidential Information; (b) establish policies, safeguards,
methods and procedures for disposing of Confidential Information; (c) establish
policies, safeguards, methods, and procedures consistent with DNB policies and
procedures and the laws and regulations applicable to DNB to assure, to DNB’ s
reasonable satisfaction, that no third party will gain unauthorized access to
any Confidential Information; and (d) upon completion of the engagement for
Marketing Services, take such steps as DNB may request to turn over to DNB or
destroy all Confidential Information.

 

6.
Business
Resumption and Contingency Plans.
Service Provider shall be responsible for backing up and otherwise protecting
all program and data files of Service Provider relating to DNB and the Marketing
Services, for protecting any equipment used in providing the Marketing Services,
and for maintaining disaster recovery and contingency plans reasonably
acceptable to DNB, including plans and procedures for testing of those plans and
providing results to DNB when requested.

 

7.
Default;
Termination.
Either party may terminate this Agreement by written notice of termination upon
material default by the other party, if such default continues for at least
thirty (30) days after written notice of default is given to the defaulting
party

 

 







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 by
the non-defaulting party. Upon such termination, the parties’ relative rights
and obligations shall be governed by this Agreement and applicable law, but
notwithstanding any termination, for default or otherwise, the provisions of
Sections 3, 4 and 5 of this Agreement shall survive and continue to bind both
parties.

 

8.
Authorization.
Service Provider and DNB each respectively represents and warrants, one to the
other, that this Agreement has been duly authorized by their respective boards
of directors and that a copy of this Agreement, fully executed, shall be
continuously maintained hereafter as a part of its corporate
records.

 

9.
Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any of the parties hereto without the
prior written consent of the other parties.

 

10.
Entire
Agreement.
This agreement embodies the entire agreement and understanding of the parties
with respect to the transactions contemplated hereby and supersedes all prior
written or oral commitments, arrangements or understandings with respect
thereto. There are no restrictions, agreements, promises, warranties, covenants
or undertakings with respect to the transactions contemplated hereby other than
those expressly set forth herein or therein.

 

11.
Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall
be considered one and the same agreement and each of which shall be deemed an
original.

 

12.
Governing
Law.
This Agreement shall be governed by the internal laws of the Commonwealth of
Pennsylvania (regardless of the laws that might be applicable under principles
of conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect and performance, except to the extent such laws
are pre-empted by applicable federal laws or regulations.

 

13.
Severability.
If any one or more of the provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not be affected thereby. To the
extent permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invalid, illegal or unenforceable in any
respect.

 

14.
Amendments.
This Agreement may not be changed, modified or amended except by written
agreement signed by all parties hereto.

 







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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

 


	
      DNB
      FIRST, NATIONAL ASSOCIATION

       

       

      By:___________________________

          William
      S. Latoff

          Chief
      Executive Officer
	
      TSG,
      INC.

       

       

      By:___________________________

      President







 

 

 

 

 

 

 

 

 

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