Exhibit 10.(g)


 


MARKETING SERVICES AGREEMENT


 


THIS MARKETING SERVICES AGREEMENT is made as of December 17, 2008
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 provide consulting
services and assist DNB in the execution of its branding strategy for the purpose
of successfully differentiating DNB’s products and services.  To achieve that goal, Service Provider shall consult
with and assist DNB in the development of the 2008 Annual Report.  Service provider shall also provide
occasional consulting services on creative and or advertising concepts or
programs.


 


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


 


2. Compensation.  In consideration for Service Provider
rendering the Marketing Services, DNB shall (i) reimburse Service Provider
its reasonable out-of-pocket expenses in providing the Marketing Services. All
such expenses are subject to prior approval by DNB’s Retail Banking Division’s
Executive Vice President; and (ii) pay Service Provider a monthly
retainer of $2,500.00 per month for each calendar month in 2009 for each month
that this Agreement remains in effect.


 


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


 

















 


Agreement and the compensation payable hereunder from time to time to
conform to any applicable regulatory requirements.  Service Provider shall each be subject to
examination by DNB’s regulators to the extent deemed appropriate or necessary
by such regulators in connection with this Agreement.


 


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


 


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


 


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


 


7. Termination. This Agreement will expire on December 31,
2009; however, either party may terminate this Agreement prior to such date by written
notice of termination upon sixty (60) days written notice. Upon such
termination, the parties’ relative rights and obligations shall be governed by
this Agreement and applicable law, but notwithstanding any termination, the
provisions of Sections 3, 4 and 5 of this Agreement shall survive and continue
to bind both parties.


 


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


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  DNB FIRST, NATIONAL ASSOCIATION

  	
  TSG, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Richard J. Hartmann

  	
   

  	
  By:

  	
  /s/ Eli Silberman

  
	
   

  	
  Richard J. Hartmann,

  	
   

  	
   

  	
  President, TSG

  
	
   

  	
  Executive Vice President, DNB

  	
   

  	
   

  



 


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