FY2003 10K Exhibit 10.8





Agreement Number:                     



 

 

 

 

 

 

 

 

AGREEMENT



between



FISERV SOLUTIONS, INC.

255 Fiserv Drive

Brookfield, WI 53045-5815



and



Heritage Commerce Corp.

150 Almaden Blvd.

San Jose, CA 95113



 

 

 

 

 

 

 

Date:  October 20, 2003



 

 

 

 

© Copyright 2000 by Fiserv Solutions, Inc.

All Rights Reserved


This document contains proprietary and confidential information of Fiserv
Solutions, Inc. and may not be copied, published, disclosed or distributed
without the express written consent of Fiserv Solutions, Inc. The material in
this document, including terms, procedures, fees and other conditions, comprise
an agreement to consider which will remain valid for ninety (90) days from
August 4, 2003. 

AGREEMENT dated as of October 20, 2003 ("Agreement") between FISERV
SOLUTIONS, INC., a Wisconsin corporation ("Fiserv"), and Heritage Commerce
Corp., a California corporation ("Client").






Fiserv and Client hereby agree as follows:



1.Term.  The initial term of this Agreement
shall be five (5) years following the date Fiserv Services (as defined below)
are first used by Client and unless written notice of non-renewal is provided by
either party at least 120 days prior to expiration of the term, this Agreement
shall automatically renew for a term of five (5) years.  This Agreement shall be
effective on the day services are first provided to Client by Fiserv
("Effective Date").



2.Services.  (a) Services Generally.
Fiserv, itself and through its affiliates, agrees to provide Client, and Client
agrees to obtain from Fiserv services ("Services") and products ("Products")
(collectively, "Fiserv Services") described in the attached Exhibits:



Exhibit A - Account Processing Services

Exhibit B - Item Processing Services



The Exhibits set forth specific terms and
conditions applicable to the Services and/or Products, and, where applicable,
the Fiserv affiliate so performing.  Client may select additional services and
products from time to time by incorporating an appropriate Exhibit to this
Agreement.



(b) Implementation Services.  Fiserv will provide
services (i) to convert Client's existing applicable data and/or information to
the Fiserv Services and/or (ii) to implement the Fiserv Services.  These
activities are referred to as "Implementation Services".  Client
agrees to cooperate with Fiserv in connection with Fiserv's provision of
Implementation Services and to provide all necessary information and assistance
to facilitate the conversion and/or implementation.  Client is responsible for
all out-of-pocket expenses associated with the Implementation Services. Fiserv
will provide Implementation Services as required in connection with Fiserv
Services.



(c) Training Services.  Fiserv shall provide
training, training aids, user manuals, and other documentation for Client's use
as Fiserv finds necessary to enable Client personnel to become familiar with
Fiserv Services.  If requested by Client, classroom training in the use and
operation of Fiserv Services will be provided at a training facility designated
by Fiserv.  All such training aids and manuals remain Fiserv's property.



3.Fees for Fiserv Services.  (a)
General.  Client agrees to pay Fiserv:


(i) Fees for Fiserv Services for the following month as
specified in the Exhibits;

(ii) out-of-pocket charges for the following month payable by
Fiserv for the account of Client; and

(iii) Taxes (as defined below) thereon (collectively,
"Fees").




Fiserv shall timely reconcile Fees paid by Client for the
Fiserv Services for the month and the fees and charges actually due Fiserv based
on Client's actual use of Fiserv Services for such month.  Fiserv shall either
issue a credit to Client or provide Client with an invoice for any additional
fees or other charges owed.  Fiserv may change the amount of Fees billed to
reflect appropriate changes in actual use of Fiserv Services.  Fees may be
increased from time to time as set forth in the Exhibits, provided, however,
that Client receives 60 days prior written notice of such fee increases.  Upon
60 days prior written notification to Client and upon acceptance by Client,
Fiserv may increase its fees in excess of amounts listed in the Exhibits in the
event that Fiserv implements major system enhancements as required by changes in
law or government regulation; provided that any such fee increase: (A) shall be
similarly applied to Fiserv's clients receiving similar services; and (B) shall
not exceed 20%.



(b) Additional Charges.  Fees for out-of-pocket
expenses, such as telephone, microfiche, courier, and other charges incurred by
Fiserv for goods or services obtained by Fiserv on Client's behalf shall be
billed to Client at cost plus the applicable Fiserv administrative fee.  Such
out-of-pocket expenses may be changed from time to time upon notification of a
fee change from a vendor/provider.  The Fees do not include, and Client shall be
responsible for, furnishing transportation or transmission of information
between Fiserv's service center(s), Client's site(s), and any applicable
clearing house, regulatory agency, or Federal Reserve Bank.



(c) Taxes.  Fiserv shall add to each invoice any
sales, use, excise, value added, and other taxes and duties however designated
that are levied by any taxing authority relating to the Fiserv Services
("Taxes").  In no event shall "Taxes" include taxes based
upon the net income of Fiserv.



(d) Payment Terms.  Estimated Fees are due and
payable monthly 15 days after Client's receipt of invoice; except that Client
may withhold an invoiced amount that is disputed by Client in good faith,
provided that Client gives Fiserv written notice and explanation of such good
faith dispute within 15 days after Client's receipt of invoice.  Client shall
pay Fiserv through the Automated Clearing House.  In the event any undisputed
amounts due remain unpaid beyond the 30th day after payment is due,
Client shall pay a late charge of 1.5 % per month.  With the exception of
amounts disputed in good faith as set forth herein, Client agrees that it shall
neither make nor assert any right of deduction or set-off from Estimated Fees on
invoices submitted by Fiserv for Fiserv Services.



4.Access to Fiserv Services.  (a)
Procedures.  Client agrees to comply with applicable regulatory
requirements and procedures for use of Services established by Fiserv.



(b) Changes.  Fiserv continually reviews and
modifies Fiserv systems used in the delivery of Services (the "Fiserv System")
to improve service and comply with government regulations, if any, applicable to
the data and information utilized in providing Services.  Fiserv reserves the
right to make changes in Services, including but not limited to operating
procedures, type of equipment or software resident at, and the location of
Fiserv's service center(s), provided that any such change shall not have a
material adverse affect on the Services.  Fiserv will provide at least 30 days
prior written notification to Client of any material change that affects
Client's normal operating procedures, reporting, or service costs prior to
implementation of such change. 



(c) Communications Lines.  Fiserv shall
order the installation of appropriate communication lines and equipment to
facilitate Client's access to Services.  Client understands and agrees to pay
charges relating to the installation and use of such lines and equipment as set
forth in the Exhibits.  



(d) Terminals and Related Equipment.  Client shall
obtain necessary and sufficient terminals and other equipment, approved by
Fiserv and compatible with the Fiserv System, to transmit and receive data and
information between Client's location(s), Fiserv's service center(s), and/or
other necessary location(s). Fiserv's terminal and equipment requirements shall
be set forth on the applicable exhibits.  Fiserv and Client may mutually agree
to change the type(s) of terminal and equipment used by Client.



5.Client Obligations.  (a) Input.
Client shall be solely responsible for the input, transmission, or delivery to
and from Fiserv of all information and data required by Fiserv to perform
Services unless Client has retained Fiserv to handle such responsibilities, as
specifically set forth in the Exhibits.  The information and data shall be
provided in a format and manner approved by Fiserv.  Client will provide at its
own expense or procure from Fiserv all equipment, computer software,
communication lines, and interface devices required to access the Fiserv System.
If Client has elected to provide such items itself, Fiserv shall provide Client
with a list of compatible equipment and software; Client agrees to pay Fiserv's
standard fee for recertification of the Fiserv System resulting therefrom. 



(b) Client and Fiserv Personnel.  Client shall
designate appropriate Client personnel for training in the use of the Fiserv
System.  Client shall supply Fiserv with reasonable access to Client's site
during normal business hours for Implementation Services and shall cooperate
with Fiserv personnel in their performance of Services.  Fiserv shall cause its
representatives to comply with Client's facility, safety, and security rules and
regulations and other reasonable instructions of Client when performing work at
a Client facility, provided that Client supplies Fiserv with copies of all such
rules and regulations in writing and reasonably in advance, and shall conduct
its work at Client facilities in such a manner as to avoid endangering the
safety, or interfering with the convenience of, Client's representatives of
customers.  Upon the reasonable request of Client, in the event any Fiserv
representative violates any of such rules and regulations while performing
Services at Client's facility, Fiserv agrees to remove such Fiserv
representative as soon as practically possible and replace such representative
as soon as practicable. 



(c) Use of Fiserv System.  Client shall (i) comply
with any operating instructions on the use of the Fiserv System provided by
Fiserv; (ii) review all reports furnished by Fiserv for accuracy; and (iii) work
with Fiserv to reconcile any out of balance conditions.  Client shall determine
and be responsible for the authenticity and accuracy of all information and data
submitted to Fiserv.



(d) Year 2000 Compliance.  Client shall be
responsible for ensuring that its systems are Year 2000 compliant and capable of
passing and/or accepting date formats from and/or to the Fiserv System.



6.Ownership and Confidentiality.  (a)
Definition.


(i) Client Information.  "Client
Information" means:  (A) the following type of information that is marked
with a restrictive legend, or if not so marked with such legend or is disclosed
orally, is identified as confidential at the time of disclosure (and written
confirmation thereof is promptly provided to Fiserv): confidential plans,
customer lists, data, trade secrets, business information, research,
development, business affairs (including that of Client's affiliates, customers,
or vendors or suppliers), proprietary material, and any other information of any
kind whatsoever which Client discloses, in writing, orally or visually, to
Fiserv or to which Fiserv obtains access in connection with the negotiation and
performance of this Agreement which relates to the Client, its customers and
employees, or third-party vendors of licensors who have made confidential or
proprietary information available to Client;  and (B) any information and data
concerning the Client's customers or the business and financial records and
accounts of Client's customers (whether or not any such information is marked
with a restrictive legend); and (C) any information and data received from
Client that Fiserv reasonably ought to know is confidential (whether or not any
such information is marked with a restrictive legend).



(ii) Fiserv Information. "Fiserv
Information" means:  (A) confidential plans, information, research,
development, trade secrets, business affairs (including that of any Fiserv
client, supplier, or affiliate), and other proprietary material of Fiserv that
is marked with a restrictive legend, or if not so marked with such legend or is
disclosed orally, is identified as confidential at the time of disclosure (and
written confirmation thereof is promptly provided to Client); and (B) Fiserv's
proprietary computer programs, including custom software modifications, software
documentation and training aids, and all data, code, techniques, algorithms,
methods, logic, architecture, and designs embodied or incorporated therein
(whether or not any such information is marked with a restrictive legend); and
(C) any information and data received from Fiserv that Client reasonably ought
to know is confidential (whether or not any such information is marked with a
restrictive legend).



(iii) Information.  "Information" means
Client Information and Fiserv Information.  No obligation of confidentiality
applies to any Information that the receiving party ("Recipient") (A)
already possesses without obligation of confidentiality; (B) develops
independently; or (C) rightfully receives without obligation of confidentiality
from a third party.  No obligation of confidentiality applies to any Information
that is, or becomes, publicly available without breach of this Agreement.




(b) Obligations.  Recipient agrees to hold as
confidential all Information it receives from the disclosing party
("Discloser").  All Information shall remain the property of Discloser
or its suppliers and licensors.  Information will be returned to Discloser at
the termination or expiration of this Agreement.  Fiserv acknowledges that
Client has a responsibility to its customers to keep information about its
customers and their records and accounts strictly confidential.  In addition to
the other confidentiality obligations set forth in this Agreement,  Fiserv
specifically agrees that it will not use any information about Client's
customers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act and
it will not disclose or use any customer information other than to carry out the
specific purposes for which Client disclosed such information to Fiserv.
Recipient will use the same care and discretion to avoid disclosure of
Information as it uses with its own similar information that it does not wish
disclosed, but in no event less than a reasonable standard of care.  Recipient
may only use Information in accordance with the purpose of this Agreement.
Recipient may disclose Information to (i) employees and employees of affiliates
who have a need to know; and (ii) any other party with Discloser's written
consent.  Before disclosure to any of the above parties, Recipient will have a
written agreement with such party sufficient to require that party to treat
Information in accordance with this Agreement.  Recipient may disclose
Information to the extent required by law.  However, Recipient agrees to give
Discloser prompt notice so that it may seek a protective order.  The provisions
of this sub-section survive any termination or expiration of this Agreement.



(c) Residuals.  Nothing contained in this
Agreement shall restrict Recipient from the use of any ideas, concepts, know-
how, or techniques contained in Information that are related to Recipient's
business activities ("Residuals"), provided that in so doing,
Recipient does not breach its obligations under this Section and subject further
to the patents and copyrights of the Discloser.  However, this does not give
Recipient the right to disclose the Residuals except as set forth elsewhere in
this Agreement.



(d) Fiserv System.  The Fiserv System contains
information and computer software that are proprietary and confidential
information of Fiserv, its suppliers, and licensors.  Client agrees not to
attempt to circumvent the devices employed by Fiserv to prevent unauthorized
access to the Fiserv System, including, but not limited to, alterations,
decompiling, disassembling, modifications, and reverse engineering thereof.



(e) Information Security and Privacy. 


(i) Fiserv acknowledges that Client is required to comply
with the information security standards required by Title V of the Gramm-Leach-
Bliley Act and the regulations issued thereunder and with other statutory and
regulatory requirements.  Fiserv shall adopt and maintain an information
security program with appropriate measures designed to meet the objectives of
the guidelines establishing standards for safeguarding non-public Client
customer information as adopted by any federal regulatory agencies having
jurisdiction over Client's affairs (the "Guidelines"). 



(ii) Within 30 days of Client's written request, Fiserv shall
make available for Client's review at Fiserv's data center Fiserv's written
information security policies for the protection of Client customer information.
The security policies shall be designed to: (A) Ensure the security, integrity
and confidentiality of Client customer information; (B) Protect against any
anticipated threats or hazards to the security or integrity of such information;
and (C) Protect against unauthorized access to or use of such information that
could result in substantial harm or inconvenience to the person that is the
subject of such information.  The policies shall include provisions for
intrusion testing and the prompt reporting to Client of security breaches and
other incidents that Fiserv reasonably believes to have resulted in unauthorized
access to Client customer information.    



(iii) Fiserv shall update such policies as required by the
Guidelines, and shall permit Client to review reports on implementation of its
information security program and its information security policies as reasonably
requested by Client, including without limitation review of audits, summaries or
test results or other equivalent evaluations performed by Fiserv in this
regard.


 

(iv) Fiserv shall comply with the applicable elements of
such policies in performing the Services.  




(f) Confidentiality of this Agreement.  Fiserv and
Client agree to keep confidential the prices, terms and conditions of this
Agreement, without disclosure to third parties.



7.Regulatory Agencies, Regulations and Legal
Requirements.  (a) Client Files.  Records maintained and produced for
Client ("Client Files") may be subject to examination by such Federal, State, or
other governmental regulatory agencies as may have jurisdiction over Client's
business to the same extent as such records would be subject if maintained by
Client on its own premises.  Client agrees that Fiserv is authorized to give all
reports, summaries, or information contained in or derived from the data or
information in Fiserv's possession relating to Client when formally requested to
do so by an authorized regulatory or government agency, subject, however, to the
following:  Fiserv shall give notice to Client within 10 days of receiving
requests by federal and/or state authorities to examine Fiserv's records
pertaining to Client unless otherwise prohibited by the regulating authority.
At Client's written request and sole expense, Fiserv shall reasonably cooperate
with Client in seeking a protective order with respect to such records.



(b) Compliance with Regulatory Requirements.  Client
agrees to comply with applicable regulatory and legal requirements.



(c) Regulatory Audit.  Fiserv acknowledges and agrees
that the banking regulatory agencies having jurisdiction over Client may audit
Fiserv's performance as required by law or regulation.  Such audit may include
both methods and results under this Agreement.



8.Warranties and Indemnities.  (a) Fiserv
Warranties and Indemnities.  Fiserv represents and warrants that:


(i)(A) Services will conform to or exceed, in all material
respects, the specifications and performance standards and service level
requirements set forth in the Exhibits;  (B) Fiserv will perform Client's work
accurately in reliance upon  Client supplying accurate data and information and
materially complying with the procedures described in all Fiserv documentation,
notices, and advices; (C) Fiserv personnel will exercise due care in provision
of Services and Fiserv shall perform the Services in a professional manner; (D)
the Fiserv System will comply in all material respects with all applicable
Federal and State regulations governing Services; and (E) the Fiserv System is
Year 2000 compliant.  In the event of an error or other default caused by Fiserv
personnel, systems, or equipment, Fiserv shall promptly correct the data or
information and/or reprocess the affected item or report at no additional cost
to Client and in compliance with the performance standards and service level
requirements set forth in the exhibits.  Client agrees to supply Fiserv with a
written request for correction of the error within 7 days, after Client's
receipt of the work containing the error.  Work reprocessed due to errors in
data supplied by Client, on Client's behalf by a third party, or by Client's
failure to materially comply with the procedures set forth by Fiserv shall be
billed to Client at Fiserv's time and material rates, the applicable schedule
for which shall be provided to Client on an annual basis; 



(ii) it owns or has a license to furnish all equipment or
software comprising the Fiserv System.  Fiserv shall indemnify Client and its
representatives, successors, and permitted assigns, and hold Client and its
representatives, successors and permitted assigns harmless from and against any
and all claims made or threatened by a third party and all related losses,
expenses, damages, costs and liabilities, including royalties and license fees
and reasonable attorneys' fees and expenses incurred in investigation or defense
("Damages") to the extent that such Damages arise out of an allegation
that use of the Fiserv System infringes a United States patent, copyright, or
other proprietary right of a third party.  Client agrees to notify Fiserv
promptly of any such claim and grants Fiserv the sole right to control the
defense and disposition of all such claims suits or proceedings.   Client shall
provide Fiserv with reasonable cooperation and assistance in the defense of any
such claim; and



(iii) If the Fiserv System becomes, or in Fiserv's reasonable
opinion is likely to become, the subject of any claim, suit or proceeding
arising from or alleging infringement of, or in the event of any adjudication
that the Fiserv System infringes on, any United States patent, copyright, or
other proprietary right of a third party, Fiserv, at its own expense shall take
the following actions in the listed order of preference: (a) secure for itself
the right to continue using the Fiserv System; or (b) if commercially reasonable
efforts are unavailing, replace or modify the Fiserv System to make it non-
infringing; provided, however, that such modification or replacement shall not
degrade the operation or performance of the Services. 




(b) Client Warranties and Indemnities.  Client
represents and warrants that: (A) no contractual obligations exist that would
prevent Client from entering into this Agreement; (B) it has complied with all
applicable regulatory requirements; and (C) Client has requisite authority to
execute, deliver, and perform this Agreement.  Client shall indemnify and hold
harmless Fiserv, its officers, directors, employees, and affiliates against any
claims or actions arising out of (X) the use by Client of the Fiserv System in a
manner materially different than that provided in this Agreement; and (Y) any
and all claims by customers of Client arising out of the performance or non-
performance of Fiserv Services by Fiserv ("Customer Claims"),
provided that the indemnity listed in clause (Y) hereof shall not
preclude Client's recovery of damages (including Client's payment of damages as
a result of Customer Claims)  pursuant to the terms and subject to the
limitations of this Agreement.



THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE LIMITED
WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE PARTIES.  NEITHER PARTY
MAKES, AND THE OTHER PARTY HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.




9.Limitation of Liability.  (a)
General.  IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, OR FOR
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CLIENT'S
USE OF FISERV SERVICES, OR FISERV'S SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS
OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT.  FISERV'S AGGREGATE
LIABILITY FOR ANY AND ALL CAUSES OF ACTION RELATING TO THE SERVICES SHALL BE
LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV FOR SERVICES RESULTING IN
SUCH LIABILITY IN THE THREE (3) MONTH PERIOD PRECEDING THE DATE THE CLAIM
ACCRUED.  FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATED TO THIRD PARTY
EQUIPMENT OR THIRD PARTY SOFTWARE WHICH MAY BE SUPPLIED BY FISERV PURSUANT TO
THE ADDITION TO THIS AGREEMENT OF EXHIBIT L "MATERIAL PURCHASED THROUGH
FISERV", SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR SUCH EQUIPMENT
OR SOFTWARE.  NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER PARTY MORE
THAN 3 YEARS AFTER SUCH CLAIM ACCRUED.



(b) Lost Records.  If Client's records or other
data submitted for processing are lost or damaged as a result of any failure by
Fiserv, its employees, or agents to exercise reasonable care to prevent such
loss or damage, Fiserv's liability on account of such loss or damages shall not
exceed the reasonable cost of reproducing such records or data from exact
duplicates thereof in Client's possession.



10.Business Continuity Plans.  (a)
General.  Fiserv agrees to establish, maintain and comply with a disaster
recovery plan for each Service (collectively, the "Business Continuity
Plan").  The Business Continuity Plan shall include contingency plans in
the event of a Disaster, which is defined as any unplanned interruption of the
operations of or inaccessibility to Fiserv's service center which requires, in
Fiserv's reasonable judgment, relocation of processing to a recovery location.
Upon Client's written request, Fiserv shall make the Business Continuity Plan
available for Client's review at Fiserv's data center and shall update the
Business Continuity Plan, subject again to Client's right to review as set forth
herein.  Fiserv shall notify Client as soon as possible after Fiserv deems a
service outage to be a Disaster.  If other repairs and restoration alternatives
have been exhausted as contemplated under the Business Continuity Plan, Fiserv
shall move the processing of Client's standard services to a recovery location
as expeditiously as possible and shall coordinate the cut-over to back-up
telecommunication facilities with the appropriate carriers.  Client shall
maintain adequate records of all transactions during the period of service
interruption and shall have personnel available to assist Fiserv in implementing
the switchover to the recovery location.  During a Disaster, optional or on-
request services shall be provided by Fiserv only to the extent adequate
capacity exists at the recovery location and only after stabilizing the
provision of base services.



(b) Communications.  The Business Continuity Plan
shall also include a plan for alternative communications in the event of a
Disaster.



(c) Business Continuity Testing.  Fiserv shall
test the Business Continuity Plan at least annually upon at least 90 days prior
written notice to Client unless such amount of notice is not practicable.
Fiserv shall allow Client an opportunity to participate in and assist Fiserv
with such testing.  Fiserv shall provide the test results to Client's
management, and shall make the test results available to Client's regulators,
auditors, and insurance underwriters, as requested.



(d) Client Plans.  Fiserv agrees to release
information necessary to allow Client's development of its own business
continuity plan that operates in concert with the Business Continuity Plan. 



(e) Compliance with Applicable Performance Standards
During a Disaster.  Client understands and agrees that the Business
Continuity Plan is designed to minimize, but not eliminate, risks associated
with a Disaster affecting Fiserv's service center(s).  Fiserv does not warrant
that Fiserv Services will be uninterrupted or error-free in the event of a
Disaster, but in the event of a Disaster will use commercially reasonable
efforts to comply with the applicable performance standards set forth in the
Exhibits.  Client shall adopt a disaster recovery plan relating to disasters
affecting Client's facilities. 



11.Termination.  (a) Material Breach.
Except as provided elsewhere in this Agreement, either party may terminate this
Agreement in the event of a material breach by the other party not cured within
sixty (60) days following written notice stating, with particularity and in
reasonable detail, the nature of the claimed breach.  



(b) Failure to Pay.  In the event any invoice
remains unpaid by Client 30 days after due, Fiserv, at its sole option, may
terminate this Agreement and/or Client's access to and use of Fiserv Services.
Any invoice submitted by Fiserv shall be deemed correct unless Client provides
written notice to Fiserv within 30 days of the invoice date specifying the
nature of the disagreement.



(c) Remedies.  Remedies contained in this Section
11 are cumulative and are in addition to the other rights and remedies available
to Fiserv under this Agreement, by law or otherwise.



(d) Defaults.  If Client defaults in the payment
of any sum of money due as set forth in Section 11(b); or if either party
breaches this Agreement in any material respect or otherwise defaults in any
material respect in the performance of any of its obligations and fails to cure
such breach as set forth in Section 11(a), or commits an act of bankruptcy or
becomes the subject of any proceeding under the Bankruptcy Code or becomes
insolvent or if any substantial part of the party's property becomes subject to
any levy, seizure, assignment, application, or sale for or by any creditor or
governmental agency; then, in any such event, the other party may, upon written
notice, terminate this Agreement. In addition, where Fiserv is the terminating
party, Fiserv shall be entitled to recover from Client as liquidated damages an
amount equal to the termination fee calculated pursuant to Section 11(e) below.
Client party agrees to reimburse Fiserv for any expenses Fiserv may incur,
including reasonable attorneys' fees, in taking any of the foregoing
actions.



(e) Convenience.  Client may terminate this
Agreement by paying a termination fee based on the remaining unused term of this
Agreement, the amount to be determined by multiplying Client's largest monthly
invoice for each Fiserv Service received by Client during the term (or if no
monthly invoice has been received, the sum of the estimated monthly billing for
each Fiserv Service to be received hereunder) by 80% times the remaining months
of the term, plus any unamortized conversion fees or third party costs existing
on Fiserv's books on the date of termination.  Client understands and agrees
that Fiserv losses incurred as a result of early termination of the Agreement
would be difficult or impossible to calculate as of the effective date of
termination since they will vary based on, among other things, the number of
clients using the Fiserv System on the date the Agreement terminates.
Accordingly, the amount set forth in the first sentence of this subsection
represents Client's agreement to pay and Fiserv's agreement to accept as
liquidated damages (and not as a penalty) such amount for any such Client
termination.



(f) Transition Services.  Upon termination of this
Agreement for any reason, Fiserv agrees to continue to provide the Services to
Client for up to 180 days, if so requested by Client, subject to the following:



(i) Client shall provide written notice to Fiserv at least 60
days in advance of its need for such Services.

(ii) Client shall pay for the Services at the then-current
fees under the Exhibits plus 30%, unless Client is terminating this Agreement
pursuant to Section 11(d), in which event such 30% increase shall not apply.

(iii) If Fiserv is terminating this Agreement pursuant to
Section 11(b), Client shall pre-pay Fiserv for all Services requested.   




Fiserv further agrees to otherwise cooperate and provide
reasonable and customary assistance to Client to enable Client to deconvert from
the Fiserv System as it transitions to a new provider of the Services. 



(g) Return of Data Files.  Upon expiration or
termination of this Agreement, Fiserv shall furnish to Client such copies of
Client Files as Client may request in a Fiserv format, provided,
however, that Client consents and agrees and authorizes Fiserv to retain
Client Files until (i) Fiserv is paid in full for (A) all Services provided
through the date such Client Files are returned to Client, unless such payments
are in dispute in accordance with Section 3(d); and (B) any and all other
amounts that are due or will become due under this Agreement, unless such
payments are in dispute in accordance with Section 3(d); (ii) Fiserv is paid its
then standard rates for the services necessary to return such Client Files;
(iii) if this Agreement is being terminated, Fiserv is paid any applicable
termination fee pursuant to subsection (d) or (e) above; and (iv) Client has
returned to Fiserv all Fiserv Information.  Unless directed by Client in writing
to the contrary, Fiserv shall be permitted to destroy Client Files any time
after 90 days from the final use of Client Files for processing.



(h) Miscellaneous.  Client understands and agrees
that Client is responsible for the deinstallation and return shipping of any
Fiserv-owned equipment located on Client's premises.



12.Dispute Resolution.  (a) General.
Except with respect to disputes arising from a misappropriation or misuse of
either party's proprietary rights, any dispute or controversy arising out of
this Agreement, or its interpretation, shall be submitted to and resolved
exclusively by arbitration under the rules then prevailing of the American
Arbitration Association, upon written notice of demand for arbitration by the
party seeking arbitration, setting forth the specifics of the matter in
controversy or the claim being made.  The arbitration shall be heard before an
arbitrator mutually agreeable to the parties; provided, that if the parties
cannot agree on the choice of arbitrator within 10 days after the first party
seeking arbitration has given written notice, then the arbitration shall be
heard by 3 arbitrators, 1 chosen by each party, and the third chosen by those 2
arbitrators.  The arbitrators will be selected from a panel of persons having
experience with and knowledge of information technology and at least 1 of the
arbitrators selected will be an attorney.  A hearing on the merits of all claims
for which arbitration is sought by either party shall be commenced not later
than 60 days from the date demand for arbitration is made by the first party
seeking arbitration.  The arbitrator(s) must render a decision within 10 days
after the conclusion of such hearing.  Any award in such arbitration shall be
final and binding upon the parties and the judgment thereon may be entered in
any court of competent jurisdiction.



 (b) Applicable Law.  The arbitration shall be
governed by the United States Arbitration Act, 9 U.S.C. 1-16.  The arbitrators
shall apply the substantive law of the State of California, without reference to
provisions relating to conflict of laws.  The arbitrators shall not have the
power to alter, modify, amend, add to, or subtract from any term or provision of
this Agreement, nor to rule upon or grant any extension, renewal, or continuance
of this Agreement.  The arbitrators shall have the authority to grant any legal
remedy available had the parties submitted the dispute to a judicial
proceeding.



(c) Situs.  If arbitration is required to resolve
any disputes between the parties, the proceedings to resolve the first such
dispute shall be held in Santa Clara County, California or at another situs if
the parties so mutually agree, the proceedings to resolve the second such
dispute shall be held in Santa Clara County, CA, and the proceedings to resolve
any subsequent disputes shall alternate between Milwaukee, Wisconsin and Santa
Clara County, CA.



13.Insurance.  Fiserv shall at its own expense
secure and maintain, and provide to Client evidence of such coverage if Client
so requests, the following types of insurance policies:


(i) Comprehensive General Liability in an amount not less
than $1 million per occurrence for claims arising out of bodily injury and/or
death and property damage and/or personal injury;

(ii) Commercial Crime covering employee dishonesty in an
amount not less than $5 million;

(iii) All-risk property coverage including Extra Expense and
Business Income coverage; and

(iv) Workers Compensation as mandated or allowed by the laws
of the state in which Services are being performed, including $500,000 coverage
for Employer's Liability.




14.Audit.  Fiserv shall employ an internal
auditor responsible for ensuring the integrity of its processing environments
and internal controls.  In addition, as may be required by law or regulation,
Fiserv shall have, at its sole cost and expense, periodic independent audits of
its operations performed at least annually.  Fiserv shall provide Client with a
copy of the audit of the Fiserv service center providing Services within a
reasonable time after its completion and shall charge each client a fee based on
the pro rata cost of such audit.  Fiserv shall also provide a copy of such audit
to the appropriate regulatory agencies, if any, having jurisdiction over
Fiserv's provision of Services. 



15.General.  (a) Binding Agreement.
This Agreement is binding upon the parties and their respective successors and
permitted assigns.  Neither this Agreement nor any interest may be sold,
assigned, transferred, pledged, or otherwise disposed of by either party,
whether pursuant to change of control or otherwise, without the other party's
prior written consent, which shall not be unreasonably withheld; provided,
however, that Client may assign this Agreement to its successor upon a change of
control, subject to the following:  (i) Such exception shall not be applicable
in the event Client has licensed Products from Fiserv under this Agreement; (ii)
the successor assignee shall be financially viable and of proven ability to meet
the requirements of this Agreement; (iii) the successor assignee shall remain
liable for then existing and future obligations, acts, and omissions under this
Agreement;  and (iv) Client shall give Fiserv at least 30 days prior written
notice of such assignment.  Fiserv may subcontract any Services to be performed
hereunder, provided, however, Fiserv provides to Client the list of its
subcontractors prior to the execution of this Agreement, and upon Client's
request thereafter.  Any such subcontractors shall be required to comply with
all applicable terms and conditions of this Agreement, including without
limitation Sections 6, 10, and 13.



(b) Entire Agreement.  This Agreement, including
its Exhibits, which are expressly incorporated herein by reference, constitutes
the complete and exclusive statement of the agreement between the parties as to
the subject matter hereof and supersedes all previous agreements with respect
thereto.  Modifications of this Agreement must be in writing and signed by duly
authorized representatives of the parties.  Each party hereby acknowledges that
it has not entered into this Agreement in reliance upon any representation made
by the other party not embodied herein.  In the event any of the provisions of
any Exhibit are in conflict with any of the provisions of this Agreement, the
terms and provisions of this Agreement shall control unless the Exhibit in
question expressly provides that its terms and provisions shall control.



(c) Severability.  If any provision of this
Agreement is held to be unenforceable or invalid, the other provisions shall
continue in full force and effect.



(d) Governing Law.  This Agreement will be
governed by the substantive laws of the State of California, without reference
to provisions relating to conflict of laws.  The United Nations Convention of
Contracts for the International Sale of Goods shall not apply to this
Agreement.



(e) Force Majeure.  Neither party shall be liable
for failure to perform under this Agreement if its failure to perform is caused
by any of the following conditions: acts of God, war or civil disorder, fire,
flood, sabotage, changes in government codes, laws and regulations, or other
causes beyond the commercially reasonable control of the affected party,
provided, however, that Fiserv shall not rely on this force majeure provision as
an excuse or delay in its performance before first deploying the applicable
elements of the Business Continuity Plan.

  

(f) Notices.  Any written notice required or
permitted to be given hereunder shall be given by: (i) Registered or Certified
Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or
(iii) nationally recognized courier service to the other party at the addresses
listed on the cover page or to such other address or person as a party may
designate in writing.  All such notices shall be effective upon receipt.



(g) No Waiver.  The failure of either party to
insist on strict performance of any of the provisions hereunder shall not be
construed as the waiver of any subsequent default of a similar nature.



(h) Financial Statements.  Fiserv shall provide
Client and the appropriate regulatory agencies so requiring a copy of Fiserv,
Inc.'s audited consolidated financial statements.



(i) Prevailing Party.  The prevailing party in any
arbitration, suit, or action brought against the other party to enforce the
terms of this Agreement or any rights or obligations hereunder, shall be
entitled to receive its reasonable costs, expenses, and attorneys' fees of
bringing such arbitration, suit, or action.



(j) Survival.  All rights and obligations of the
parties under this Agreement that, by their nature, do not terminate with the
expiration or termination of this Agreement shall survive the expiration or
termination of this Agreement.



(k) Exclusivity.  Client agrees that Fiserv shall
be the sole and exclusive provider of the services that are the subject matter
of this Agreement.  For purposes of the foregoing, the term "Client" shall
include Client affiliates.  Client agrees not to enter into an agreement with
any other entity to provide these services (or similar services) during the term
of this Agreement without Fiserv's prior written consent.  If Client is acquired
by another entity, the exclusivity provided to Fiserv hereunder shall apply with
respect to the level or volume of these services provided immediately prior to
the signing of the definitive acquisition agreement relating to such acquisition
and shall continue with respect to the level or volume of these services until
any termination or expiration of this Agreement.  If Client acquires another
entity, the exclusivity provided to Fiserv hereunder shall take effect with such
acquired entity as soon as practicable after termination of such acquired
entity's previously existing arrangement for these services.  If Client acquires
a Fiserv client receiving the same services as the Services from the same Fiserv
business unit providing such Services (the "Acquired Entity"), and
Client moves all of the Acquired Entity's processing under this Agreement,
Fiserv will allow termination of the Acquired Entity's Fiserv processing
agreement without payment of a termination fee under such agreement, provided
that the Services under this Agreement (including the additional processing for
the Acquired Entity) continue for at least the remainder of the then-current
term of the Acquired Entity's Fiserv processing agreement (the "Minimum
Term").  If the Services do not continue for the Minimum Term, Client shall
pay to Fiserv the termination fee under the Acquired Entity's Fiserv processing
agreement for the remainder of the Minimum Term.



(l) Recruitment of Employees.  Client agrees not
to hire Fiserv's employees during the term of this Agreement and for a period of
6 months after any termination or expiration thereof, except with Fiserv's prior
written consent.



(m) Publicity.  The parties shall mutually agree
on a press release relating to the execution of this Agreement.  Each party
shall mutually agree with the other regarding any media release, public
announcement, or similar disclosure relating to this Agreement or its subject
matter and shall give the other party a reasonable opportunity to review and
comment on the content of such release, announcement, or disclosure prior to its
release.  Notwithstanding the foregoing, Fiserv shall have the right to make
general references to Client and the type of services being provided by Fiserv
to Client under this Agreement in Fiserv's oral and visual presentations to
Fiserv clients, prospective Fiserv clients, and financial analysts, provided
that such reference shall be consistent with any such mutually agreed press
release.






IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized representatives as of the date
indicated below.



	
For
Client:
	
For
Fiserv:

	
Heritage Commerce
Corp.
	
Fiserv Solutions,
Inc.

	


By:/s/ Philip L. Griffin

	


By:/s/ Sam Langham  


	
Name:   Philip L.
Griffin
	
Name:   Sam
Langham

	
Title:      Executive
Vice President / CIO
	
Title:      Executive
Vice President, Fiserv Los Angeles 

	


 
	
 

By: /s/ Teri Carstensen 


	 	
Name:   Teri
Carstensen

	 	
Title:      President,
Western Region IP Operations

	 	 
	
Date:
October 20, 2003
	
Date:
October 22, 2003

	 	 





 


Account Processing Services


Client agrees with Fiserv as follows:


1.Services.  Fiserv, through its affiliate,
Information Technology, Inc., will provide Client the Account Processing
Services ("Account Processing Services") specified in Exhibit A-1.



2.Fees. Client shall pay Fiserv the fees and
other charges for the Account Processing Services specified in Exhibit A-1.  The
fees listed in Exhibit A-2 are valid for the account processing services Client
contracts for as of the date of the Agreement.  If Client seeks additional
services from Fiserv during the term of the Agreement, Fiserv's fees therefore
will be quoted to Client upon request.  Fiserv agrees to give at least 30 days
written notice to Client of any changes in the rules and procedures established
for processing, unless such changes are caused by changes made by the Federal
Reserve System or otherwise beyond the control of Fiserv, not permitting Fiserv
to give such notice.  Fiserv also agrees to give Client at least 30 days written
notice of changes to the Exhibits as may be necessary to cover any increases in
Federal Reserve System costs and charges.  The fees listed in Exhibit A-2 may be
changed annually effective on the first anniversary date of the Effective Date
of this agreement and each succeeding Effective Date anniversary upon sixty (60)
days advance notice to Client.  Each change shall be limited to the change in
the U.S. Department of Labor, Consumer Price Index ("CPI") for All
Urban Households in San Jose Metropolitan Area for the most recent 12-month
period for which such information is available or three percent, whichever is
greater. Fiserv will provide Client with 60 days prior written notification of
the fee change.



3.Responsibility for Accounts.  Client shall
be responsible for balancing its accounts each business day and notifying Fiserv
promptly of any errors or discrepancies.  Provided that Client notifies Fiserv
promptly of any discrepancy in Client's accounts, Fiserv shall, at its expense,
promptly re-compute accounts affected by discrepancies solely caused by the
Fiserv Systems or provide for another mutually agreeable resolution.  Fiserv
will use its best efforts to correct errors attributable to Client or Client's
other third party providers.  Reconstruction of error conditions attributable to
Client or to third parties acting on Client's behalf will be done at prevailing
rates as set forth in Exhibit A-2.



4.Annual Histories.  Fiserv currently
maintains annual histories, where applicable, for its clients.  These histories
can be used to reconstruct Client Files in an emergency.  However, in order to
permit prompt and accurate reconstruction of accounts, Client agrees to retain
at all times and make available to Fiserv upon request the most recent data
printout(s) received from Fiserv, together with copies or other accurate and
retrievable records of all transactions to be reflected on the next consecutive
printout(s).



5.Hours of Operation.  Account Processing
Services will be available for use by Client during standard Fiserv business
hours, excluding holidays, as specified in Exhibit A-3.  Account Processing
Services may be available additional hours, during which time Client may use
Services at its option and subject to additional charges, pricing for which
shall be provided to Client on an annual basis upon Client's request.



6.Performance Standards.   Fiserv shall
perform the Services in compliance with the performance standards for the
Account Processing Services ("Performance Standards") set forth in
Exhibit A-4.  Fiserv shall not be liable for any damages or losses to Client if
the Account Processing Services are performed in accordance with the Performance
Standards and the terms of this Agreement.



7.Protection of Data.  (a) For the purpose of
compliance with applicable government regulations, Fiserv has an operations
backup center, for which Client shall be charged no additional fees as of the
Effective Date; provided that Client may be charged a fair, prorated fee to the
extent substantial changes are required by law or regulation.  Copies of
transaction files are maintained by Fiserv off premises in secured vaults.



(b) Upon Client providing access to Client Files through
Client's customers' personal computers or voice response system, Client agrees
to indemnify and hold harmless Fiserv, its officers, directors, employees, and
affiliates against any claims or actions arising out of such access to Client
Files or any Fiserv files (including the files of other Fiserv clients) or the
Fiserv System or other Fiserv systems.



8.Processing Priority.  Fiserv does not
subscribe to any processing priority; all users receive equal processing
consideration.



9.Forms and Supplies.  Client assumes and will
pay the charges for all customized forms, supplies, and delivery charges.
Custom forms ordered through Fiserv will be subject to a 15% administrative fee
for warehousing and inventory control.  Forms ordered by Client and warehoused
at Fiserv will be subject to the administrative fee set forth in Exhibit A - 2.




10.Regulatory Supervision.  By entering into this
Agreement, Fiserv agrees that regulatory agencies having authority over Client's
operations shall have the authority and responsibility provided to the
regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.
1867(C) relating to services performed by contract or otherwise.








 

IN WITNESS WHEREOF, the parties hereto have caused this
Exhibit A to the Agreement to be executed by their duly authorized
representatives as of the date indicated below.



 

	
For
Client:
	
For
Fiserv:

	
Heritage Commerce
Corp.
	
Fiserv Solutions,
Inc.

	


By:_______________________

	


By:______________________


	
Name:  Philip L.
Griffin
	
Name:   Sam
Langham

	
Title:     Executive Vice
President / CIO
	
Title:      Executive
Vice President, Fiserv Los Angeles 

	 	 
	
Date:
____________________
	
Date:
____________________





 

Account Processing Services Description


Client and Fiserv agree as follows:


1.Fiserv Responsibilities.  Fiserv will
provide Client with the following ITI Software Account Processing Services for
the fees and charges out lined in Exhibit A-2:


a. Base Services:


	Account Analysis
	ACH Processing
	ATM Card Management and Transaction Authorization
	Auto Transfers
	Certificates of Deposits
	Customer Information File (CIF)
	Demand Deposit Accounting
	Financial Management System (G/L)
	Host Disaster Recovery Back Up
	Lines of Credit
	Loan Account Processing
	Loan Investor Reporting
	Mortgage Loans
	EIM NSF/OD Return Processing
	Query Report Writer - SMART
	Retirement Processing
	Release Installation
	Savings Account Processing
	Service Charge Modeling
	Sweep Accounting
	Tape - Fiserv Forms & Graphics or Deluxe Generation for Coupon Books
(Weekly)
	Tape (TRW) Format Generation for Credit Bureau (Monthly)





b. Interfaces:



	ATM + Balance File or Behind the Switch
	Deposit Platform
	Host Teller
	Fiserv Item Processing
	Loan Platform





c. Network Support Services:


	Data Communication line between Fiserv's account processing center and
Client's primary banking location.




d. Training:


	Refresher training available (additional cost)





e. Help Desk Services 




	Staffing and maintenance to undertake
investigations, inquiries, and problem resolution associated with the
Application Processing Services software.




	Applications support personnel will be available to assist and support
Client's support services staff.
	Account Management Staff to call on Client.






f.  In addition to the services described above, Fiserv will
provide programming services specific to migrating existing SMART reports, as
defined by Client, to Premier Prime format.  Client will provide specifications
of desired SMART reports to Fiserv.  Fiserv will begin the programming effort
associated with migration upon execution of this Agreement and shall provide
Prime format examples to Client for Client's review and approval.   




2.Client Responsibilities.  Client will be
responsible for the following activities:

a. Personnel:


	Project Manager
	Staff necessary to assist in Implementation Services
	Courier services for delivery of data




b. Third Party Software 




	Evaluation, selection, licensing, and procurement of
maintenance for third party application software as mutually agreed by Fiserv
and Client.






	Obtain any necessary consents to utilize third party
software licensed to Client as of the Effective Date, which consents shall be
provided to Fiserv (the obtaining of such consents shall be a condition
precedent to performance by Fiserv of its obligations).


	Advising Fiserv of any connections, upgrades, or
enhancements that become available from third party vendors so that they may be
installed on a mutually agreeable schedule and in accordance with the third
party vendor's recommended time schedule.
	Providing Fiserv with a complete copy of all license and maintenance
agreements related to third party software.




Account Processing Service Fees


Fiserv will provide Client the following Account Processing
Services in a Resource Management environment (Client licenses all ITI software
from Information Technology Inc., Lincoln, NE) at the fees and prices
indicated:




1.Account Charges (Per Month, Per Account)



	
Account Range Tiers
	
 

	
First 5,000 Accounts
	
$0.7000

	
Next 20,000 Accounts
	
0.6500

	
Next 75,000 Accounts
	
0.6000

	
Over 100,000 Accounts
	
0.5500

	
 
	
 

	
Closed Accounts
	
0.4500





Open and closed accounts of the
following types are included in the monthly per account total for billing
purposes: Demand Deposit, Savings, Certificates of Deposit, Loan Notes.


 

2.Other Monthly
Charges


	 	 	
Monthly

	 	
Rate

	
Charge

	
Data Communications Line Charges - two lines
proposed.  One T-1 circuit for network connectivity, one 512K line for reports
and image statement file delivery.
	
Pass Thru
	
Pass Thru

	
Courier
	
Pass Thru
	
Pass Thru

	
Microfiche - originals (per
piece)
	
$2.0000
	
**

	
Microfiche - duplicates (per
piece)
	
$0.3500
	
**

	
Network Management (per PC
workstation)
	
$5.0000
	
**

	
Fiserv Local Print (per page)
	
$0.0300
	
**

	
SMART Reports ($50 monthly minimum, over 10
@ $5.00 per execution)
	
$5.0000
	
**

	
(Note Prime deployed to replace SMART
Reports)
	 	 






** Monthly charge is dependent on volume.


 



3.Optional Modules & Services
 


	
(Bold denotes proposed in initial
configuration)
	
Monthly

	
	
Service
Fee

	
ATM Interface - Positive Balance
File
	
$100

	
ATM Interface - Standing Behind the Switch
(Fiserv EFT)
	

	
Accounts Payable 
	
$125

	
Asset Liability Module
	

	
Automated Collateral Insurance
Module
	

	
Automated Credit Reporting
	

	
Bond Accounting System
	

	
Bulkfile Module (transmission
only)
	
$100 

	
CFI Laser Pro or Bankers Systems
Interface (requires third party software)
	
$150

	
CFI Deposit Pro or Bankers Systems
Interface (requires third party software)
	
$150

	
Check Reconciliation
System
	
$150

	
Currency Transaction System
	

	
Delinquent Child Support Module
(quarterly run & charge)
	
$175

	
Data Communications File
Transfer
	
Included

	
Express Exception Item
Module
	
Included

	
Federal Call Reporting
	

	
Fixed Assets
	
$75

	



Optional Modules & Services (continued):                 
	
Monthly Service
Fee

	
Holding Company Reporting
(daily)
	
$100

	
Loan Custodial Module
	

	
On-line Loan Collection System (requires
hardware)
	

	
Paperless Item Module (ACH Origination)

	
$150

	
ACH payroll files submitted for
processing $10/file
	

	
Platform Transfer Module
	
Included

	
Retirement Account Reporting
Module
	
Included

	
Safe Deposit Accounting System
	

	
Stockholder Accounting System
	

	
Telebanc (Administration
Fee)
	
$250

	
Telebanc Hardware and Software System
(provided by client) to be located at client site
	

	
Bill Payment Module
	

	
Remote Print (Depcon -
software)
	
$133

	
Implementation of ITI modules for initial
configuration
	
$233







Note:  Client may choose to discontinue use of CFI Deposit
Pro Interface and Fixed Assets optional modules anytime during term of
Agreement.  Upon notification of termination from Client, Fiserv LA will
discontinue service of module(s) and no longer charge monthly service fee for
specified module(s).




4.One-Time Fees for
Conversion, Implementation, Training and Other Costs




	
 
	
Service Bureau

	
Implementation Assistance/Set up
Fee
	
$ 7,500






(Assistance with Data Mapping, Integration,
General Ledger Design, Test Bank Availability, Disaster Plan Setup, Remote Print
Setup)

	
Training On site for
Implementation
	
N/A





(End user training on-site, per day at
$1,000). Additional training is available at Fiserv Los Angeles or Fiserv ITI at
the discretion of the Client. A schedule of training classes may be obtained
from a Client Account Manager or Help Desk Representative. 


Premier II ITI Installation Fees

	
Director (Excludes Server Transportation
Costs)
	
 
	
$3,500






	
Document Import Program (DIP) for Prime
Report ingestion into Director
	
 
	
Included






(Client to pay ITI license fee for DIP
module. Fiserv LA to install DIP program.) 

	
Prime (Excludes Server Transportation
Costs)
	
 
	
$3,000






	
Director Server Upgrades
	
 
	
$14,304






Server cards and fiber optic cables
connection to mainframe

Implement Network backup services

	
One time for the programming and project
management related to the migration of report from
	
$ 7,500






SMART to Premier Prime format, in
conformance with Client's specifications. Client will provide

specifications of desired SMART reports to Fiserv. Fiserv will begin
programming effort associated with migration upon execution of Agreement and
shall provide Prime format examples to Client for review and final approval.


Travel & Expenses for Installation Services & Training additional.


Director 

Monthly Fees

Facilities Management of Client's Director Server system in Fiserv LA
Data Center$ 1,500.00




	Storage of reports and check images to be maintained on Client's Director
Server




- Image Statement Composition to be performed on Client's Director
Server




	Image Statement Print file to be transferred to Client's Director Server for
rendering 



Client's responsibility:


	Any cost of hardware and software upgrade to Director Server is the Client's
responsibility 
	On-going equipment maintenance cost is Client's responsibility 
	All Director seat licenses are Client's responsibility





Fiserv responsibility:




	All daily ITI Director processing 

	Statement Composition 
	Daily reports committed to COLD 
	Daily ingestion of check images



	All ITI release upgrades 
	Fiserv will implement any hardware and software to keep Director Server
current with ITI standards at the current Fiserv LA time and materials
rate.



If Image Statement Print is necessary to be performed by the Fiserv LA Data
Center:

Image Statement Rendering through Director (virtual-render
back)$0.075/acct.

Image Statement Print $0.035 per side

Courier Fees to deliver image statements to Heritage for rendering
additional



Premier Prime

Monthly Fees

Facilities Management of Heritage Prime Server system in Fiserv LA Data
Center$ 970.00

Client's responsibility:




	Any cost of hardware and software upgrade to Prime Server is the Client's
responsibility 
	On-going equipment maintenance costs is Client's responsibility 
	All Prime seat licenses are Client's responsibility 
	Databases to be maintained on Client's Prime Server 
	Number of databases at Client's discretion



Fiserv responsibility:





	Quarterly OFAC Reports 
	Daily Extract 
	Excess Per Account Fee > 13,333 accounts at $0.03 per account (accounts
defined in Exhibit A-2 number 1.) 
	All ITI release upgrades 
	Fiserv will implement any hardware and software to keep Director Server
current with ITI standards at the current Fiserv LA time and materials
rate.



Premier eCom and eCorp




	Client will continue to use Premier eCom and eCorp services from Fiserv
eSolutions in Brookfield, WI. 
	Fiserv LA will install data circuit between Chatsworth, CA and Brookfield,
WI for this service 
	Client will be responsible for data circuit costs for this
service.



Fiserv Los Angeles will arrange with Client to have hardware maintenance for
Client's Director and Prime Servers to be included within the Fiserv Los Angeles
Data Center maintenance plan. Fiserv Los Angeles Data Center will charge a 15%
administrative fee on the actual Client maintenance fees for handling charge and
reporting to Client. 

Heritage Commerce Corporation to provide the following software, hardware
& systems as necessary:




	Communication Routers & Hubs 
	PC Workstations for Teller, Platform and Premier 
	Premier Thin Client Server (Navigator Communications Server) 
	Platform Scanner Hardware 
	Third-party software Server Operating System 
	Workstation software MS Access & SQL 



Account Processing Hours of Operation


The Fiserv Los Angeles Data Center will be in operation
for on-line Account Processing Services in accordance with the following:



Monday  7:00 a.m. - 7:00 p.m.

Tuesday  7:00 a.m. - 7:00 p.m.

Wednesday  7:00 a.m. - 7:00 p.m.

Thursday  7:00 a.m. - 7:00 p.m.

Friday  7:00 a.m. - 7:00 p.m.

Saturday  8:00 a.m. - 2:00 p.m.

SundayNot on-line



All times stated are in accordance with prevailing local
times for the Fiserv Los Angeles Data Center.  The Fiserv Los Angeles Data
Center observes national holidays, and will be closed for on-line operations.
Fiserv Los Angeles Data Center will provide to Client as part of the project
plan a Fiserv Los Angeles Data Center contact list and escalation procedure.

 

Account Processing Performance Standards



Client and Fiserv agree as follows:



1.Measurement Period.   The measurement period
applicable to these performance standards shall be one month (the
"Measurement Period") and settlement quarterly based on published
quarterly reports by Fiserv Los Angeles.



2.On-Line Availability 

a.   Fiserv's standard of performance shall be on-line
availability of the Fiserv System (exclusive of failures of telecommunications
and terminals) 99% of the time that it is scheduled to be so available over the
Measurement Period.  Actual on-line performance will be calculated monthly by
comparing the number of hours that the Fiserv System was scheduled to be
operational on an on-line basis exclusive of preventive maintenance and
scheduled maintenance with the number of hours, or a portion thereof, it was
actually operational on an on-line basis, as further defined below.  Preventive
maintenance will not be scheduled during normal online processing hours.
Preventive maintenance will be performed on only mission critical equipment
during on-line processing hours.  Downtime caused by reasons beyond Fiserv's
control will not be considered in the statistics.



b.  Fiserv agrees to apply credits to Client's account for
Fiserv's failure to achieve the on-line availability standard of 99% in any
given month in accordance with the schedule set forth below: 


0 minutes/month unavailable100%Fiserv LA will
receive $125 bonus credit

1-160 minutes/month unavailable99%Availability
standard met

161-315 minutes/month unavailable98%$250 credit
to Client

316-475 minutes/month unavailable97%$500 credit
to Client

476- greater min./month unavailable96%$750 credit
to Client






3.Report Availability 

a.  Fiserv's standard of performance for report availability
shall be that, over the Measurement Period, 98% of all Critical Daily
Information shall be available for remote printing or dispatch to the courier on
time without significant errors.  Critical Daily Information shall mean priority
group reports that Fiserv and Client have mutually agreed in writing are
necessary to properly account for the previous day's activity and properly
notify Client of overdraft, NSF, or return items.  The agreed upon Critical
Daily Information shall include core DDA, SAV, COD, LAS and FMS (critical FMS
reports only to be identified in the project plan) reports necessary for
servicing Bank client needs.  On time delivery for Critical Daily Information
shall be 6:30 a.m. Pacific time if delivered to Client's remote print facility
and 8:30 a.m. Pacific time if delivered to Client by courier.  On time delivery
for Special Forms defined as Notices and Check print files shall 6:30 a.m.
Pacific time if delivered to Client's remote print facility.  A significant
error is one that impacts Client's ability to properly account for the previous
day's activity and/or properly account for overdraft, NSF, or Return items.
Actual performance will be calculated monthly by comparing the total number of
reports scheduled to be available from Fiserv to the number of reports that were
available on time and without error.



b.   Fiserv agrees to apply credits to Client's account for
Fiserv's failure to achieve the report availability standard of 98% (on time and
without error) in any given month in accordance with the schedule set forth
below:


100% availabilityFiserv LA will receive $125
bonus credit 

98-99.9% availability Report availability
standard met

96-97.9% availability$300 credit to Client

less than 96% availability$500 credit to
Client






4.Response Time - Fiserv's response time
performance standard for 98% of transactions shall be 2 seconds for a teller
transaction or 3.5 seconds for a terminal transaction on average as determined
from measurements taken over a Measurement Period.  A transaction shall mean a
basic deposit, withdrawal, or monetary transaction.  The measurement shall begin
when the host computer receives the data transmitted from the central processor
and shall end when the first data element has been received at the controller.
Fiserv will log and retain a record of response time maintaining appropriate
analytical reports.  Fiserv will work with Client and third party vendors to
ensure that the response time set forth herein is met on an ongoing basis.



5.Client Inquiries - All Client inquiries will be
acknowledged by Fiserv within 2 hours of request.  A resolution of the inquiry
will be completed by Fiserv within 24 hours of the inquiry unless a later
mutually agreeable time is agreed to by Fiserv and Client.



6.Daily ACH

a.  Fiserv shall process and post daily ACH by 9:00 a.m.
Pacific time on each business day 99% of the time based on the Measurement
Period. 



b.   Fiserv agrees to make the applicable credits to Client's
account for Fiserv's failure to process and post daily ACH by the hour specified
above 99% of the time in any given month in accordance with the schedule set
forth below:


100%Fiserv LA will receive $125 bonus
credit

99-99.9%Daily ACH standard met

96-98.9%$150 credit to Client

less than 96%$300 credit to Client






7.Daily MICR Files

a.  Fiserv shall process and memo post by 9:00 a.m.
Pacific time on each business day the daily MICR electronic files from the Fed
99% of the time based on the Measurement Period.  Measurement of this
performance goal is dependent on Fiserv LA receiving the electronic file from
the Federal Reserve Bank in sufficient timeframe to complete processing and memo
posting by the stated timeframe.  File must be presented by Federal Reserve Bank
by 8:00 a.m. PST on each business day.



b.   Fiserv agrees to make the applicable credits to Client's
account for Fiserv's failure to process and memo post daily MICR electronic
files by the hour specified above 99% of the time in any given month in
accordance with the schedule set forth below:


100%Fiserv LA will receive $125 bonus
credit 

99-99.9%Daily MICR files standard met

96-98.9%$150 credit to Client

less than 96% $300 credit to Client






8.Client Direct File

Client will transmit the wire transfer file to Fiserv LA
for posting by 6:00 p.m. Pacific time daily 99% of the time.   Client will be
responsible for execution of daily transmission to Fiserv LA for processing.
Fiserv shall process the file nightly.   



9.Image Statement Composition and File Transfer.


a.  Fiserv LA will compose Client's image statement using the
Client's Director Service system and transmit print file to Client between 8:00
a.m. and 9:00 a.m. Pacific time the morning after statement cycles dates
(including EOM) 99% of the time during each Measurement Period.   Client is
responsible for print and finishing work associated with the statement process.




b.   Fiserv agrees to apply credits to Client's account for
Fiserv's failure to compose the image statement and transfer the print file by
the timeframe specified above 99% of the time in any given month in accordance
with the schedule set forth below:


100% timely deliveryFiserv will receive $125
bonus credit

99-99.9% timely deliveryStandard met

96-98.9% timely delivery$250 credit to Client

less than 96% timely delivery$500 credit to
Client






c.  Fiserv and Client agrees to review this performance
standard after 60 days and after March 2004 EOM and May 2004 EOM of actual
performance and use commercially reasonable efforts to improve the specified
time of statement print file delivery to better meet the Client's business
requirements. 


Item Processing
Services



 

Client agrees with Fiserv as follows:



1.  Services.  Fiserv will provide Client the Item
Processing Services ("Item Processing Services") specified in Exhibit B - 1.




2.  Due Diligence.  All necessary information
concerning Client's requirements for Item Processing Services shall be set forth
in a business assumptions list (the "IP Business Assumptions List"), as set
forth in Exhibit B - 5. Client acknowledges that Fiserv has relied on the
information contained in the IP Business Assumptions List in determining pricing
and performance levels for the Item Processing Services.  In the event of
material change(s) in the actual volumes (other than increased volumes due to
the growth of Client's business), types of items, and delivery times for work
received from Client, as compared to the IP Business Assumptions List, Fiserv
shall have the right to adjust its fees and/or performance standards accordingly
upon 60 days' written notice to Client; provided that such right shall not apply
in the event of increased volumes due to the growth of Client's business.  Any
increase in fees resulting from this due diligence process shall not be subject
to the CPI limitations as set forth in Section 3 below.



3.  Fees.  Client shall pay Fiserv the fees and
other charges for the Item Processing Services specified in Exhibit B - 1.  Fees
listed in Exhibit B - 2 are valid for item processing services and locations
that Client contracts for as of the date Effective Date.  If Client wishes to
obtain additional services and/or use additional locations from Fiserv during
the term of the Agreement, Fiserv fees and services available, therefore will be
quoted to Client upon request.   Fiserv agrees to give at least 30 days written
notice to Client of any changes in the rules and procedures established for
processing items, unless such changes are caused by changes made by the Federal
Reserve System or otherwise beyond the control of Fiserv, not permitting Fiserv
to give such notice.  If any such change affects Fiserv's ability to meet the
Performance Standards in Exhibit B - 3, Fiserv and Client shall agree on the
appropriate amendment to the affected Performance Standard(s).  Fiserv also
agrees to give Client at least 30 days prior written notice of changes to the
Exhibits as may be necessary to cover any increases in Federal Reserve System
costs and charges.  The fees listed in Exhibit B - 2 may be changed annually
effective each January 1 beginning in the year 2005 upon 60 days advance notice
to Client.  Each change shall be limited to the change in the U.S. Department of
Labor, Consumer Price Index ("CPI") for All Urban Households in San
Jose Metropolitan Area for the 12-month period proceeding each January 1, or
(3%), whichever is greater. Fiserv will provide Client with 60 days prior
written notification of the fee change.



4.  Performance Standards.  Fiserv will perform
the Item Processing Services in accordance with the performance standards
specified in Exhibit B - 3 (the "Performance Standards"), subject to Client
materially meeting its performance obligations as set forth in Exhibits B - 1
and B - 3.  Fiserv shall not be liable for any damages or losses to Client if
the Item Processing Services are performed in accordance with the Performance
Standards and the terms of this Agreement.



5.  No Fiduciary Relationship.  Fiserv shall
perform such Item Processing Services for which Fiserv shall subscribe as agent
of Client, and Fiserv shall not have by reason of this Agreement a fiduciary
relationship with respect to Client.



6.  Lost, Destroyed, and Misplaced Items.  Fiserv
assumes no liability for any item lost, destroyed, or misplaced while in transit
before the item physically arrives at the premises of Fiserv and is received by
Fiserv.  In the event any items are lost, destroyed, or misplaced, and such
event is not due to negligence or intentional misconduct by Fiserv, Client shall
be solely responsible for the costs and expenses incurred by Fiserv in
reconstructing any such items and for any damages or other losses that may be
incurred by Fiserv due to the collection of such items.  In the event Fiserv
loses, destroys, or misplaces deposited items as a result of negligence or
intentional misconduct after acceptance of said deposit, Fiserv shall be liable
only for reasonable reconstruction costs of the deposit.  Reasonable
reconstruction costs shall be only those costs that arise from reconstruction of
a microfilmed deposit.  Fiserv shall not be liable for reconstruction costs
associated with a deposit for which Client cannot provide a microfilmed record
of such item(s) contained in the deposit.  In no event shall Fiserv be liable
for the face value of any lost or missing item(s).



7.  Governmental Regulation.  This Exhibit shall
be governed by and is subject to: the applicable laws, regulations, rules, terms
and conditions, as presently in effect or hereafter amended or adopted, of the
United States of America, Federal Reserve Board, Federal Reserve Banks, Federal
Housing Finance Board, and any other governmental agency or instrumentality
having jurisdiction over the subject matter of this Exhibit.  Each party agrees
to abide by such requirements and to execute and deliver such agreements,
documents, or other forms as may be necessary to comply with the provisions
hereof, including, without limitation, agreements to establish Fiserv as
Client's Agent for purposes of delivery of items processed hereunder from or to
the Federal Reserve Banks.  Any such agreements shall be made a part of this
Agreement and are incorporated herein.  A change or termination of such laws,
regulations, rules, terms, conditions, and agreements shall constitute,
respectively, a change or termination as to this Exhibit, subject to the
limitations set forth herein.



8.  Client Responsibilities.  Client shall submit
all items to Fiserv and otherwise comply with all Client obligations in
accordance with the requirements set forth in Exhibit B - 1.  Client shall
maintain adequate supporting materials (i.e. exact copies of items, records, and
other data supplied to Fiserv) in connection with the provision of Item
Processing Services.  Client shall provide written notice of confirmation and/or
verification of any instructions given by Client, its agents, employees,
officers, or directors to Fiserv in connection with Fiserv's provision of Item
Processing Services.  Client shall be responsible for balancing its accounts
each business day and notifying Fiserv, within 7 business days, of any errors or
discrepancies. In the event Fiserv discovers an error or defect (Client
understands that Fiserv shall be under no duty to discover any such error or
defect), Fiserv shall, upon Client's request, correct any such error or defect
and to make any adjustments in order to correct such error or defect, consistent
with the applicable performance standards. 



9. Definition of Item.  An item is defined as all
checks and other documents presented to Fiserv for processing, transactional
entries generated by Client, such as teller cash tickets, general ledger
entries, loan entries and all control documents such as batch tickets.








 

IN WITNESS WHEREOF, the parties hereto have caused this
Exhibit B to the Agreement to be executed by their duly authorized
representatives as of the date indicated below.




	

For Client: 



Heritage Commerce Corp.



By:___________________________

Name:  Philip L. Griffin

Title:     Executive Vice President / CIO



Date:___________________________

	

For Fiserv:



Fiserv Solutions, Inc.



By:___________________________

Name:  Teri Carstensen

Title:     President, Western Region IP Operations



Date:___________________________








Item Processing Description of Services




	Proof:  On each business day (excluding Saturdays,
Sundays, and holidays), Client will deliver to the Fiserv Processing Center,
checks and other items deposited to accounts with Client. Client will provide
extra deliveries in support of proof operations for peak day processing.  Peak
day processing is defined as any day when Client's volume is expected to exceed
20% of daily average volume of the previous months volume divided by the number
of business days in the previous month.






	Client will contract with and pay for a courier, to pick
up and deliver all work between Client and Fiserv.  Both parties will mutually
agree upon the times of pick-up and delivery.  If Fiserv has not received the
items from Client locations by the agreed upon delivery times, Fiserv may, in
its sole discretion and without liability, delay the processing of such items
until the next business day.  Fiserv will contact Client's after-hours contact
and apprise said contact of the situation.  Client agrees to provide an after-
hours contact and update that contact should there be any change in Client
personnel.




	Client agrees to MICR encode documents to meet Fiserv
requirements (ABA and Account Numbers and Tran-codes)




	Client is responsible for microfilming all items
submitted to Fiserv.




	Client agrees that all transactional entries, involving
tellers' cash tickets, general ledger entries, or loan entries shall be in
balance, and that Fiserv may return to Client, unprocessed, any transactional
entries that are not in balance.




	Client agrees to segregate all over-the-counter items
into batches not to exceed 3" in depth and to identify each such batch with an
appropriate batch header, which batch header shall meet written requirements
provided by Fiserv. Client further agrees to segregate all items by type (i.e.,
single deposit items will be batched separately from multiple deposit items),
and to provide a total for each single batch.




	Client agrees to include a batch manifest for each bag of
work submitted to Fiserv.




	From the items submitted to Fiserv, Fiserv shall retrieve
such "on-us" information as may be necessary for the proper accounting of the
items and shall transmit this information, through telephone lines or by such
other means as Fiserv may, from time to time, deem appropriate to Client's data
processor for data processing.




	Client authorizes Fiserv to create ledger holdover
entries, deposit corrections, or such other entries to balance transactions,
except for those transactions outlined in subsection 1.d. above, as may be
necessary to the efficient processing of the items.




	After Fiserv has completed the process of retrieving and
transmitting to Client's data processor the information necessary for data
processing, all over-the-counter items not drawn against Client shall be
forwarded for collection to such correspondent banks as Client may designate
from time to time in writing to Fiserv.




	All items drawn against Client and those items internally
generated shall be returned to Client or held by Fiserv in accordance with
Client's written instructions.


2.Encoding:  Fiserv will encode the dollar amount
on all items needing encoding and presented to Fiserv as part of the Proof
function described above.  Fiserv may encode additional fields, such as account
numbers, deposit ticket totals, or other items as specified by Client.  Any such
encoding will be according to terms agreed to by Fiserv.  In no
event will Fiserv be liable for losses to Client due to encoding errors if
Client has not materially satisfied all of its obligations set forth in Section
1 above.  Should Fiserv's encoding services fail to meet the performance
standard for proof of deposit set forth in Exhibit B-3, and Client incurs a
potential loss due to an encoding error, Client shall use its best efforts to
collect the amount in question from its customer prior to submitting a claim for
damages to Fiserv.



3.Exception Item Processing: Fiserv will either
reject or pay items listed on the appropriate report, in accordance with written
instructions, by Client's authorized officer or employee. The name of Client's
officer or employee giving such instruction shall be noted on the item or on
such other record as Fiserv may establish, together with the nature of the
instruction. If Client has not instructed Fiserv regarding the disposition of
any exception item drawn against Client by the agreed upon time each day, then
Fiserv shall return it through the presentment chain to the depository bank or
institution. Instructions to Fiserv on disposition of items that are received
after the agreed upon deadline or are changed can result in a late charge as
specified in this Exhibit. Should Fiserv's exception item processing fail to
meet the performance standard for exception item processing set forth in Exhibit
B-3, and Client incurs a potential loss due to an error, Client shall use its
best efforts to collect the amount in question from its customer prior to
submitting a claim for damages to Fiserv.



 4.Statement Fine Sorting: [All checks,
drafts, and other orders for the payment of money drawn against accounts at
Client that are to be stored by Fiserv, will be retained by Fiserv until the end
of each Client's checking account cycle. The items will be sorted and made
available for Client pick-up by 12:00 p.m. on day of cycle.  The checks will be
sorting in account order based on the account number of the checks sorted.
Rejects will be made available to Client for the sort.  Any paid items from that
day's return processing will be made available the next day for Client.  



5.Inclearings:  Client authorizes Fiserv to
receive its inclearing items daily from the Federal Reserve Bank. Fiserv will
balance the inclearing items to their cash letters, capture the items on
magnetic media, microfilm or image scan and transmit the account information to
Client's data processor. Fiserv will also pull out for further handling the
appropriate items for exception handling or scrutinizing, and deliver the items
to bulk file storage or to Client for further processing.



6.Courier Service: The parties hereto acknowledge
that it will be necessary to make arrangements for the transport of items,
records, and other data from Client to Fiserv and from the Federal Reserve or
Correspondent bank to Fiserv. After Fiserv has provided the Item Processing
Services, selected items, records, and data must be transported from Fiserv to
Client and the Federal Reserve. The parties further acknowledge that the cost of
such transportation shall be Client's sole responsibility.







	Client has the right to make provision for its own
courier service to provide the needed transportation as set forth in subsection
1.a. above.  Should Client not make provision for such courier service, or
should Client request that Fiserv make arrangements for such courier service,
then Fiserv, for Client benefit, shall make arrangements for such a courier
service. Client must notify Fiserv to provide such courier service no less than
30 days prior to the date that Fiserv is to begin providing Item Processing
Services.


	Client shall pay Fiserv for any and all charges,
expenses, or costs incurred by Fiserv in contracting for said courier
service.


	Client understands and agrees that Fiserv shall not have
or assume any liability or responsibility for such items, records, or data until
they reach Fiserv premises and that Fiserv shall have no further responsibility
or liability for them after they leave Fiserv premises.


	The courier service shall at all times be deemed Client's
independent contractor, and shall not, at any time or under any circumstances,
be deemed Fiserv's agent or employee, regardless of whether said courier
service, at any pertinent time herein, is affiliated with or employed by Fiserv.



	Fiserv will monitor and track deliveries for Client.
Should a delivery be missing, Fiserv will notify Client promptly through
appropriate channels.  In the event of a dispute as to the proper delivery of
any records, Fiserv's records of delivery will be accepted as the undisputed
record of delivery.


7.Conversion Services:  Fiserv will provide
conversion services based on the information provided by Client during the due
diligence process.  Following Client's initial conversion to Fiserv Services,
any additional requests will be submitted to Fiserv at least 90 days prior to
the required implementation date.  An estimate for the additional conversion
services will be provided.  The implementation time for the conversion will be
delayed if Client requires more than 3 days to approve or decline the conversion
estimate. Client also acknowledges that Fiserv must approve any changes to the
MICR line and/or Account Number structure for Client prior to proceeding with a
conversion.  Fiserv will make best efforts to attempt to convert new MICR line
and/or Account Number structures.  Client agrees to eliminate any non-standard
MICR line and/or Account number structure as identified during the due diligence
process from its daily capture service within 120 days after the initial
conversion date.  Client acknowledges that Fiserv may elect to charge a fee as
specified on this Exhibit, such as the Special Statements Fee listed in Exhibit
B-2, for all non-standard items processed in the service.  Consistent with the
terms of the performance standards stated in this Exhibit, Client acknowledges
that Fiserv may not be able to achieve the stated performance standards on
accounts, transactions, or services involving non-standard MICR lines and/or
Account Number structures. In the event that the Account Number appearing on the
statement does not equal the Account Number on the MICR line, Fiserv will not be
responsible for any performance standards relating to statement preparation and
rendition. 



Initial Client conversion is based on the IP Business
Assumptions List obtained during the due diligence process.  This work includes
an inclearings, POD and bulk file sort pattern.  In addition, it includes a
single extraction program to support the transmission of a daily inclearings and
POD file to a host site for processing.  Sort specifications will be developed
in support of statement rendition services.  Standard reporting will be provided
to Client to include a daily transaction report sorted in transaction and
account order, recaps of transmissions and cash letters, and a daily cash report
if required.






	Research Services: Fiserv will provide research
and photocopy services upon request by Client.  Upon receipt from Client of a
request for subpoena work or other significant or voluminous research work,
Fiserv will attempt to provide Client with an estimate of the time required and
corresponding cost to complete the request prior to commencing the research
services.  Client must have selected an archival storage service with Fiserv to
provide Research Services.




	Data Transmission: Client and Fiserv acknowledge
and agree that Client has separately contracted with Client's data processor to
provide data processing services for Client and that Fiserv shall have no
responsibility for the timeliness or quality of the service provided by Client's
data processor, unless such data processor is Fiserv. Client's data processor
shall deliver directly to Client all reports generated from the data transmitted
by Fiserv.  Fiserv shall have no responsibility for the timeliness of such
delivery or for the adequacy or accuracy of the reports supplied by Client's
data processor, unless such data processor is Fiserv, except for errors caused
by Fiserv failure to transmit information.




	Image Services:  Fiserv will provide Client with
remote research availability or exception item decision support via a work
station from 8:00 AM Eastern Time to 12:00 AM Eastern Time Monday through
Friday, excluding holidays, and on weekends and holidays from 8:00 AM Eastern
Time to Noon Eastern Time. 




	Fiserv will image capture Inclearings and POD through
item capture.


	Re-enter transit all rejects.


	Fiserv will retain items sent to Fiserv for processing
for up to 90 days at the fee stated in Exhibit B-2 and will maintain the ability
to furnish such items to a customer upon request during such period.


	After 90 days, Fiserv will destroy items sent to it for
processing.


	Fiserv will transmit images daily to Fiserv Chatsworth
for purposes of loading items into Director server.


	Short Term Archive services are on RAID, with a
response time of less than 10 seconds. Near Term Archive is stored in the tape
silo, average response time for these for a single query is two minutes or less.
Long Term Archive response time for items are available the next day.

11.Image Signature Verification:  All designated
inclearing items drawn against accounts at Client, which are to be captured by
Fiserv will be processed through the Automated Signature Verification Technology
to provide Client with a scoring of the paid item signature as compared to the
reference signatures.  It is the client's responsibility to maintain correct
reference signatures and account rules on the technology.  Client acknowledges
that Fiserv only provides a scoring service and does not accept any
responsibility for forged or counterfeit items improperly paid by either client
or technology.  Client is responsible for designating the items for return with
the appropriate return reason each business day by 3:00 p.m. 




Item Processing Services Fees



Fiserv will provide Client with the Item Processing Services
for the following fees and prices indicated:



Fiserv Administrative Fee pursuant to Section 3(b) of the
Agreement (excluding postage and handling): 15% 


I. Item Handling - Sorter



	
Service
	Volume/Range

	Unit Fee

	
Description /
Information

	
In-Clearing Capture
	
	
$0.013/item
	
Per item. High-speed capture of MICR data,
balancing to Inclearing Totals and extracts. A sequence number is spray endorsed
on the items. Inclearings, Same Day Capture.

	
In-Clearing Re- entry OVER 1%
	
	
$.25/item
	
Correcting of MICR via on-line
terminal

	
Proof Encoding
	
<4 hour window

>4 hour window

>6 hour window
	
$0.030/per field

$.0260/per field

$0.023/per field
	
MICR encoding of all On-Us and Transit items
received by Fiserv from Client. All transactions are balanced. The proof tape is
forwarded to client. POD, Transit, GL, Savings, Loans, Lock Box, Counter Items.
Windows are based on first deadline - (cash letter or transmission). For work to
be processed minimum window is 3 hours.

	
POD/Transit Capture
	
	
$0.016/item
	
High-speed capture of MICR data, balancing
to proof totals, out sorting of other On-Us Items (Sav, GL, Loan, etc.) creation
of various Cash Letters and extraction. A sequence number is spray endorsed on
the items. 

	
POD Reject Re-Entry OVER 1%
	
	
$0.35/item
	
Correcting of MICR data via on-line
terminals. 

	
Reject Repair
	
	
$0.25/ item
	
Client required stripping and re-
qualification of items.

	
Microfilming
	
	
$0.003/item
	
Microfilming of prime pass items during
capture. Inclearings, On-Us or Counter Items, $15.00 minimum per
roll.

	
Microfilming
	
	
$0.009/item
	
Additional microfilming pass for Returns,
Statement Items, Daily Finesort, Electronic Presentment. $15.00 minimum per
roll.

	
Microfilming
	
Duplicate
	
$12.000/roll
	
Additional roll of microfilm.

	
Deposit Corrections
	
	
$2.00/item
	
Corrections of Client deposit/teller errors.
Photocopy charges are extra.

	
Same Day Settlement
	
	
$5.00/letter
	
Fee assessed to accept Same Day Settlement
Cash Letters on behalf of the Financial Institutions. This is in addition to the
per item fee charged as a part of the Inclearings.

	
Cash Letter Preparation
	
	
$6.50/letter
	
Charge for preparation of Cash
Letter(s)

	
Image item Scan
	
	
$0.008/item
	
Scanning of items for the purpose of Image
Statements, Image Archive and Retrieval.

	
Image item re-Scan
	
	
$.02/item
	
Scanning of items for Clients that do not
use other IP services

	
Image Reject Item Correction
	
	
$0.250/item
	
Reject repair of image items.

	
Exception Item Pass
	
	
$0.004/item/pass
	
Single pass of On-Us items for the purpose
of pulling items for review/return to Client. Statement Cycles are also pulled
at this time.





[I.  Item Handling - Sorter
(continued)]


	
Service
	Volume/Range

	Unit Fee

	
Description /
Information

	
Fine Sorting
	
	
$0.006/item
	
High speed sorting of items into account
number order.  Inclearings, GL, Savings, Loans, On-Us, Cycle Sorting, Bulk file
Sort, Daily Fine Sort.  

	
Serial Sorts
	
	
$0.016/item
	
  High-speed sorting of items into check
number order per Client Request.





II.  Bookkeeping Services


	
Service
	
Unit Fee
	
Description /
Information

	
Returns Items - Qualified - Automated

	
$1.25/item
	
Automated pulling of return items upon
Client timely return decision.  Fiserv strips or inserts item into a document
carrier, encodes the special Fed character and Routing Number of Bank of first
deposit. Fiserv balances the items, stamps the return reason, prepares the
Return Cash Letter advice and delivers to the FRB.

	
Return Items - Raw - Automated
	
$1.00/item
	
Automated pulling of return items upon
Client timely return decision.  Items are balanced, stamped with the return
reason, Cash Letter advice created and delivered to the FRB.  FRB qualifies and
processes the items.

	
Return Items - Qualified -
Manual
	
$3.40/item
	
Manual pulling of return items upon Client
timely return decision.  Fiserv strips or inserts items into a document carrier,
encodes the special Fed character and Routing number of the bank of first
deposit.  Fiserv balances the items, stamps the return reason, prepares the
Return Cash Letter advice and delivers to the FRB.

	
Late Return Items
	
$5.00/item
	
Return item processing that exceeds the
normal 24-hour FRB window for regular returns or is past the established
deadline for the return decision. Late Returns are subject to collection rules
and procedures.

	
 Fax Requests
	
$1.00/item/side
	
 Copying and faxing  as requested and
defined by Client.

	
Large  Dollar Notification
	
$3.25/item
	
Client notifies Fiserv of the large items to
be returned.  Fiserv notifies the bank of first deposit of the return. (Does
include the cost of the return.)

	
Chargeback Forwarding
	
$2.00/cashletter
	
Fiserv forwarding of chargebacks via the
next scheduled courier delivery to the Client or re-deposit to the Fed.  ($50.00
monthly minimum.)

	
 Photo Copies 
	
$2.75/item
	
Upon Client request, Fiserv creates a copy
of a processed item from microfilm and provides via fax, mail, or both. Turn
around within a 24-hour timeframe.

	
Photo Copies - Expedited
	
$4.00/item
	
Upon Client request, Fiserv creates a copy
of a processed item from microfilm and provides via fax, mail or both.  Turn
around within a 4-hour timeframe.

	
Research Work
	
$25.00/hour
	
Any client requested research other than a
Center created error.  Billed in 1⁄2 hour increments.

	
Original Item Retrieval
	
$3.00/item
	
Upon Client request, Fiserv pulls an
original item for forwarding via fax, mail or both to the Client or
FRB.

	
Fed or Correspondent Adjustments
	
$10.00/item
	
 Research of outages.  (Plus Research time
if over 1⁄2 hour).  

	
Non-Cash Collection
	
$2.00/envelope
	
 Fiserv forwarding of envelope via the next
scheduled courier delivery to the FRB.

	
Daily Fed Notification
	
$55.00 Per Month
	
Notification of Daily Cash Letter Deposited
at the FRB.

	
Image Signature Verification
	
$0.10/item
	
Fiserv operate technology to score signature
of designate items against client's reference signature database.

	
Image Signature Verification Workstation
Software
	
$500.00 per copy
	
Software for the viewing Automate Signature
Verification Suspects for return item decision making.





III.  Image Archive



	
Service
	
Unit Fee
	
Description /
Information

	
Seven Year Image Storage
	
$0.003/item
	
Storage of images for seven years using the
Fiserv migrated media storage capability.

	
Short Term Retrieval
	
$0.200/item query
	
Retrieval of image items stored on RIAD Disk
Technology.  (60 day minimum provided)

	
Near Term Retrieval
	
$0.500/item query
	
Retrieval of image items stored on Tape Silo
Technology. (minimum 2 years provided)

	
Long Term Retrieval
	
$3.00/item query
	
Retrieval of image items from Tape Library
Service.

	
Image Library Software
	
$995.00/first
copy
	
Software for the viewing of images on CD-ROM
or archive.

	
Image Library Software
	
$500.00/add'l
copies
	

	
Annual Maintenance on Image Library
Software
	
$75.00/copy
	
Annual fee for software.

	
Client Internet Access
	
$250.00/month
	
Client access to Fiserv's Internet - Virtual
Private Network





IV.  Image Distribution


	
Service
	
Unit Fee
	
Description /
Information

	
CD ROM Distribution
	
$25.00/CD plus
postage/handling for next day delivery
	
Creation of CD containing imaged items or
Creation of CD containing a complete cycle of client customer Image Statements
(per CD per Cycle).

	
Image Item Export
	
$0.005/item Non-Fiserv
Host

$0.003/item Fiserv AP Host
	
Creation of a multi-tif image file for
captured items that are made available to client via FTP server for daily
download.





VI.  Set up / Other Fees


	
Service
	Unit Fee

	
Description /
Information

	
One-time bundled fee 
	
$7,500.00
	
For Image Processing Set Up, Image Signature
Verification Set Up, Item Processing Set Up   and Conversions/
Implementation

	
Processing Minimum Per Month
	
$1,500.00/month
	
Item Processing Services. Pass-through
charges are excluded from minimum.

	
Programming
	
$150.00 per hour
	
Bid provided.  Special requests that require
detailed programming.

	
Training
	
	
Bid provided.

	
Client Internet Access Set Up
Fee
	
$500.00
	
Fee based on client's compliance with
Fiserv's VPN connectivity standards.





VII.  Customer Printed Statements - Rendering & Safekeeping (truncated)




	
Service
	Unit Fee

	
Description /
Information

	
Bulk File Storage
	
$0.004/item
	
Bulk filed items housed in
Fiserv facility pending statement processing.

	
Truncated/Image Item Storage &
Destruction
	
$0.003/item
	
Truncated/Imaged items housed in Fiserv
facility pending destruction after 60 days.

	
Additional Storage
	
$0.0001/item/month
	
Items housed in Fiserv
facility over the 60-day storage.





 VIII.  Miscellaneous 

	
Service
	Unit Fee

	
Description /
Information

	
Subpoena Requests/Research
	
$15.00/hour
	
Research requested by subpoena. Billed in 1⁄2
hour increments plus $1.00 per item Photocopy fee. Bid provided.  Client agrees
to pay Fiserv's then-current charges for all subpoena requests, research, and
copying services provided by Fiserv following termination or expiration of this
Agreement.

	
Special Handling - Account Number
Formats
	
	
Bid provided.

	
Special Handling - Multiple R/T
Numbers
	
	
Bid provided.

	
Data Entry
	
	
Bid provided.

	
Deposit Bag/Envelope Handling (Optional
service)
	
$1.50 per
bag/envelope
	
Receipt and manifesting of any direct
deposit from Client's customer to IP center or special handling. $100.00 monthly
minimum and $50.00 per occurrence for cash handling fee. 

	
Microfiche - Original 
	
$2.00 per fiche 
	
Original record of MICR items captured
daily.

	
Microfiche - Duplicate
	
$0.45 per fiche
	
Duplicate microfiche copy of MICR items
captured daily for Client copy.

	
Transmission
	
$0.005/item
	
Transmitting of MICR data to a Client
application processor (non-Fiserv host).  Also for the receipt of Exception Item
Files/Statement File/Print File.







Item Processing
Performance Standards




1.Client preparation and presentation of work for Fiserv
proof department



a. SUBJECT:Presentation and Delivery of
Work


b.DESCRIPTION:

- Credits come before debits

- Customer deposit is the first credit

- Items are encoded with route/transit number, account number
and proper trancode

- If multiple amounts, correct amount is circled (Currency
not to be included)



c.PROCEDURE:   Fiserv will notify Client of specific non-
performance issues as required.





2.Client preparation and presentation of work for Fiserv
proof department

a.SUBJECT:Categories

b.DESCRIPTION:

- Multiple item transactions batched


c.PROCEDURE:   Fiserv will notify Client of specific non-
performance as required. Client to review encoding error rate reports, which
shall be provided on a regular basis by Fiserv.  Based on the reports, Fiserv
may request that Client approve reasonable adjustments to the procedures.



3.Client preparation and presentation of work for Fiserv
proof department

a.SUBJECT:Batches and Control Tickets


b.DESCRIPTION:

- All Tickets are teller stamped

- All items are properly logged

- Bundles are limited to 3" or 250 items, whichever limit is
reached first.

- Tape listings accompany multiples



c.PROCEDURE:   Fiserv will notify Client of specific non-
performance issues as required.  Client to review encoding error rate reports,
which shall be provided on a regular basis by Fiserv.



4.Client preparation and presentation of work for Fiserv
proof department

a.SUBJECT:Work Shipment


b.DESCRIPTION:

- All work for proof is in clear plastic bag

- Correspondent bank correspondence in clear plastic bag

- Clear plastic bag is in the Fiserv bag

- Other correspondence in the Fiserv bag

-Client will submit 100% of the cumulative Proof items by
7:15 p.m. Pacific time on Monday - Thursday, and 8:30 p.m. Pacific time on
Friday.   In addition, Client will use commercially reasonable efforts to submit
on Monday - Thursday 25% of the cumulative by 5:00 p.m., 40% of the cumulative
by 6:00 p.m. Pacific time, 65% of the cumulative by 6:45 p.m. Pacific time, and
100% of the cumulative by 7:15 p.m. Pacific time.  A courier schedule will be
attached to Exhibit B from Central Express courier service.  



c.PROCEDURE:   Fiserv will notify Client of specific
non-performance issues as required.




5.Fiserv proof and balancing of work received from Client
for processing



a.SUBJECT:Proof of Deposit for dollar amount
encoding

b.DESCRIPTION:

- Dollar encoding errors to meet service goals

- Corrections made with accepted medium

- Customer Corrections are legible and complete

- Customer Corrections have the correct reason listed

- All Customer Corrections over $100.00 are documented with accompanying
copies as required.

- Items are endorsed with the proper bank stamp in proper Regulation CC
position

- Transaction Corrections using G/L debits and credits contain the correct
information

- Suspense documentation is legible and complete

- Items placed into holdovers by Fiserv will be documented

- Differences of under $5.00 will be charged to a General Ledger account




c.SERVICE REQUIREMENT:    99.990%

d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.



e.MEASUREMENT:   Percent of Proof Encoding Volume



6.Fiserv modification of MICR rejects

a.SUBJECT:Reject Re-entry/ Reconciling or Balancing


b.DESCRIPTION:

- Modified MICR reject errors to meet service goals

- Transaction Corrections using G/L debits and credits contain the correct
information

- Suspense documentation is legible and complete

- Items placed into suspense by Fiserv will be documented

- Differences of under $5.00 will be charged to a General Ledger
account



c.SERVICE REQUIREMENT: 99.7%   


d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.



e.MEASUREMENT:   Percent of Volume  (Based on total rejects)





7.Fiserv preparation of outgoing transit items

a.SUBJECT:Transit Cash Letter Processing

b.DESCRIPTION:

- Cash Letters are sent out with correct total(s)

- Cash Letters are sent with complete bundle count(s)

- Cash Letter differences are explained

- Cash Letters for proper bank are used

- Cash Letters for the correct correspondent are used

- Cash Letters sent out in timely manner

- Low speed cash letters will be sent out within 24 hours of
stated deadlines

- On-us items will not be sent out in transit cash
letters



c.SERVICE REQUIREMENT: Not to exceed one error per cash
letter endpoint per every two months

- Delays are not to exceed one per every two months that are
within Fiserv's control.

- Fiserv will meet a release deadline of 9:15 p.m. Pacific
time. 



d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with appropriate
documentation to Client Services.



e.MEASUREMENT:    Record of Occurrence based on cash letter
endpoints


f.Fiserv agrees to apply credits to Client's account for
Fiserv's failure to achieve the service standards stated above during any
two-month period in accordance with the schedule set forth below: 

i.    No Delay or Error During Two-Month Period$50.00
bonus credit to Fiserv IP

ii.   One Delay or Error During Two-Month PeriodNo
Credit


iii.  Two Delays or Errors During a Two-Month Period
Reimburse Client for value of funds at current Federal Fund rate, not to
exceed $250.00

iv. Three Delays or Errors During a Two-Month PeriodReimburse
Client for value of funds at current Federal Fund rate, not to exceed
$500.00




8.Fiserv capture and transmission of work from proof department

a.SUBJECT:Second Shift Transmissions 

b.DESCRIPTION:

-All transmissions shall be sent by Fiserv to Fiserv LA by 9:00 p.m.
Pacific time Mon.- Thurs. and 11 p.m. Pacific time Friday to insure that posting
can be completed timely. 


c.SERVICE REQUIREMENT: Transmission errors or delays are
not to exceed one per month that are within Fiserv's control.



d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.


e.MEASUREMENTS:  Record of Occurrences. Fiserv agrees to
apply credits to Client's account for Fiserv's failure to achieve the
transmission standards set forth above during any month in accordance with the
schedule set forth below:



No transmission error or delays results in $50.00 bonus
credit to Fiserv IP.



One occurrence during the month for which Fiserv's
transmission errors or delays results in Client not having available to it by
7:00 a.m. Pacific time the next business day the information it needs for on-
line and report availability, no credit to Client's account.



On the second and subsequent occurrence during the same month
for which Fiserv's transmission errors or delays results in Client not having
available to it by 7:00 a.m. Pacific time the next business day the information
it needs for on-line and report availability, Fiserv shall credit $250 to
Client's account. 



9.Fiserv check filing and sorting requirements



a.SUBJECT:Statement Item Sorting


b.DESCRIPTION:

- Fiserv will store checks by statement cycles as defined in the daily cycle
file from ITI. 

- Fiserv will sort check in account number order based on the account number
on the check.

- Fiserv will bundle rejects from the sort and place separately in the box
for shipping. 

- Paid exception items for the current date will not be
included in the sort. - Items required for non-image account statements to be
sorted and available for pick-up by 12:00 p.m. Pacific on day of cycle.  The
number of checks to be sorted not to exceed 10,000 items.



c.SERVICE REQUIREMENT:  98% on time

d.PROCEDURE:

- Client will notify Fiserv of specific non-performance
issues by submitting a service incident report in the form approved by Fiserv
with accompanying documentation to Client Services.



e.MEASUREMENT:   Percent of Total Items Bulk
filed




10.Fiserv processing of exception items (Outgoing Return
Items) when Client has submitted final return decisions by 12:30 p.m. daily

a.SUBJECT:Outgoing Returned Items


b.DESCRIPTION:

- The correct items will be returned

- All returned items are stamped with the correct return reason

- The items Client wants returned are returned on the day they are listed as
exceptions

- The T-186 balances to the Fed return total daily

- G/L entries made for all check reversals

- Rejected debit totals balance

- Large items notified through EARNS

- Items are returned within specified Regulation CC. time requirements

- Items are paid using correct account number and trancode

- Proper bank's T-186 forms are used



c.SERVICE REQUIREMENT: 99.94%  (6 errors per 10,000
return items)


d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.


e.MEASUREMENT:    Percent of Total Outgoing Return
Items





11.Fiserv qualification of Return Items


a.     SUBJECT:Qualification of Outgoing Return Items


b.   DESCRIPTION:


- Properly Encode the return with the Bank of First Deposit Routing
Number

- Properly Encode the return with a 2 in position forty-four of the MIRC
line


c.  SERVICE REQUIREMENT:  99% (1 error per 100 requalification)


d. PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.



e. MEASUREMENT:    Percent of Total Return Items Qualified




12.
Fiserv research of items, photocopy
production


a.SUBJECT:Research


b. DESCRIPTION:

- The turn-around time for a research request will be 48 hours from the time
of receipt (unless Fiserv otherwise notifies Client, as in the case of subpoena
research or other significant or voluminous research requests).

- For subpoena research or other significant or voluminous research requests,
Fiserv will provide a completion commitment estimate to Client within 48 hours
of receipt.

- Best effort will be made to produce quality photocopies

- Trace reports will be delivered to Client within 2 business days



c.SERVICE REQUIREMENT: 99.0% (1 error per 100
requests)


d.PROCEDURE:

- Client will notify Fiserv of specific non-performance issues by submitting
a service incident report in the form approved by Fiserv with accompanying
documentation to Client Services.



e.MEASUREMENT:    Percent of Total Research Request and Photocopies
Serviced




13. Fiserv's Operation of Image Signature Verification Services


a.DESCRIPTION:

- All properly designated items will be scored against reference signatures
and account rules.

- All returned items have correct reason stamp

- All items to be returned are on the proper bank's T-186

- All scored items will be made available to the Client daily for review by
8:30 a.m.

- Client will complete the selection of return items by 3:00 p.m. daily.

- Client will coordinate only one return decision when the item has multiple
exception types


b.SERVICE REQUIREMENT:  Delays are not to exceed one per
month that are within Fiserv's control.



DESIGNATION OF PAYMENT

FOR ITEM PROCESSING SERVICES


Client shall pay for monthly item processing services by ACH transaction, as
per Agreement sub-paragraph 3.(e).


Complete the Authorization Agreement below for ACH Debit.


Authorization Agreement For Automatic Payments

For Item Processing Services


Fiserv is hereby authorized to initiate debit entries on Client's account at
the depository institution indicated below, hereinafter called DEPOSITORY, for
payment of item processing services. (All information must be provided)


DEPOSITORY NAME ______________________________

CITY ___________________________________ STATE _______________________________ ZIP _________

TRANSIT/ABA NO. ___________________________________ MASTER ACCOUNT NO. _____________________

ACCOUNT NAME _____________________________________________________


This authority is to remain in effect until Fiserv and DEPOSITORY have
received written notification from Client of termination in such time to afford
Fiserv and DEPOSITORY a reasonable opportunity to act on it. Client agrees to
direct such notification to the Corporate Finance and Accounting Department of
Fiserv at19935 Walnut Drive, Walnut, CA  91789. Client has the right to stop
payment of a debit by notifying DEPOSITORY in time to allow DEPOSITORY a
reasonable opportunity to act prior to charging the account listed above.


CLIENT NAME: _____________________________________

ADDRESS: _________________________________________

CITY ___________________________________ STATE _______________________________ ZIP _________

AUTHORIZED SIGNATURE __________________________________________

(Signature must be identical to that now on file with
DEPOSITORY.)

TITLE ___________________________

DATE ________________________



 

 

 

F 



DISPUTED ITEM(S) FOR
ACH PAYMENT



___________________________                           _________________

CLIENT NAME
DATE OF REQUEST


 

_________________________
___________________

INVOICE NUMBER
INVOICE DATE


 

ITEM(S) DISPUTED AND AMOUNT:

















REASON FOR DISPUTE:
















Please deduct a total of $_____________________ from my next ACH debit
payment.  I will resolve these issues with my Fiserv Account Executive within
the next 10 business days.


 

 

__________________________________________
_________________

NAME - SIGNED BY
TITLE


 

__________________________________________

IP Business
Assumptions List