Exhibit 10.6


 


Master Services Agreement


 


This Master Services
Agreement (the “Agreement”) is entered into as of September 12,
2008 (the “Effective Date”) by and between First Covenant Bank, a
Georgia banking association (“Vendor”) and First Century Bank, a
national banking association (“Client”). 
In consideration of the mutual agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


ARTICLE
1


 


SERVICES


 


Section 1.1                                      General.  This Agreement establishes the general terms
under which Vendor will provide to Client certain services as provided in Schedule
1.1 to this Agreement and any additional schedules for services that may
later be agreed to in writing by the parties and attached hereto (the “Services”).  The conversion and implementation of the
Services will be conducted according to the then current version of the Project
Plan, which the parties hereby mutually agree to perform, as it may exist from
time to time.


 


Section 1.2                                      Schedules.  Schedule 1.1 and any additional
schedules for services that may later be agreed to by the parties and attached
hereto shall: (i) describe the Services, including, but not limited to,
the resources to be provided or obligations to be discharged by Vendor under
the schedule; (ii) describe any obligations of Client related to the
Services; and (iii) specify any other terms appropriate to the Services
and the obligations of the parties.  Any
amendments to this Agreement or to any Schedules (including portion of
Schedules that the parties have agreed may be completed at a later time) shall
be in writing, signed by the parties, dated and refer to the Schedule or other
provision being amended.


 


Section 1.3                                      Change Requests.


 


(a)                                  A party
desiring a modification of the Services or Schedule that would affect the
scope, pricing or functionality of the Services shall submit a change request (“Change
Request”) to the other party.  The
Change Request will set forth in reasonable detail the change requested and
impact on pricing, implementation timing, and Services.  Neither party is obligated to proceed with
any Service changes unless and until such change is reflected in a Change
Request that is mutually executed by the parties.  The parties shall bear their own expenses
associated with the negotiation of any Service changes or Change Request.  Client shall bear the cost of changes it
requests in systems, applications features, functions or methods that are
unique to Client.


 


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


 


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Section 1.4                                      Delivery System. Vendor shall
provide the Delivery System necessary to provide the Services, including
telecommunications and electronic data transmissions to and from the location
where the care, custody and control of such communications are transferred from
Client to Vendor.  Vendor shall encrypt
all data sent and received electronically as required by Client.  Vendor shall notify Client of any security
breaches or other intrusions into or breaches of the Delivery system used to
perform the Services as soon as possible but in any event within twenty-four
hours of such occurrence.


 


Section 1.5                                      Service
Improvements.  In
providing the Services, Vendor agrees to use commercially reasonable efforts to
(i) meet industry standards; and (ii) continually seek to adopt
improvements, enhancements and updates to reduce costs.


 


Section 1.6                                      Resource
Allocation.  The parties
agree that Vendor may also provide services similar to the Services to other
customers and share communications and facilities, infrastructure and other
resources with other customers, but not to the extent a Schedule provides for
dedication of such resources to Client.


 


Section 1.7                                      Vendor Training.  Vendor agrees to provide to Client personnel
training regarding the Services, including, but not limited to, implementation,
conversion, operations and changes in the Services, in a manner and degree
reasonably satisfactory to Client.


 


Section 1.8                                      Scheduled
Outages.  Vendor shall give Client
reasonable prior written notice of the times and durations of scheduled outages
for preventative maintenance and shall notify Client of all other outages and
interruptions in the Services as soon as practicable.


 


ARTICLE
2


 


PAYMENT


 


Section 2.1                                      Fees.  Client shall pay Vendor the fees set forth in
Schedule 2.1 (“Fees”) for Services properly performed and invoiced.  All Fees will be computed through the last
calendar day of each calendar month and are due and payable by the 20th day of the following month.  All fees will be subject to at least annual
review for price adjustments; provided, however, such price adjustments shall
not exceed a 10% increase at each annual review.


 


Section 2.2                                      Invoice
Disputes.  Client may
dispute invoiced amounts or billing errors and/or credits under this Agreement,
and withhold the disputed amount while the parties negotiate to resolve the
dispute.  Client shall not be in default
under this Agreement if Client reasonably disputes the fees as provided in this
Section 2.2, and if Client pays invoiced amounts which are not in
dispute.  To do so, Client shall inform
Vendor of the basis for such dispute in writing as soon as reasonably
practicable after discovering the facts forming the basis for such dispute, and
Client and Vendor shall use reasonable efforts to resolve such dispute within
ten (10) days.  Pending such dispute
resolution, the parties shall continue to meet their other obligations under
this Agreement.  In the event the parties
are unable to resolve such dispute within ten (10) days, either party may
thereafter refer the matter to arbitration pursuant to Section 12.14
hereof.


 


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


 


ARTICLE
3


 


TERM AND TERMINATION


 


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


 


Vendor and Client will meet
quarterly to determine appropriate procedural or service changes which need to
be made under this contract.


 


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


 


Section 3.3                                      Termination by
Vendor.  Notwithstanding anything to
the contrary, Vendor may terminate this Agreement at any time for any reason by
giving notice to the customer in writing at least 30 days prior to the
effective date of the termination.  If
this Agreement is terminated by Vendor, all deconversion data shall be
delivered to Client and all deconversion charges will be waived.  Article 9 references the process by
which the termination will occur.


 


ARTICLE
4


 


VENDOR PERSONNEL


 


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


 


Section 4.2                                      Client Policies.  Vendor agrees to comply with, and to require
its representatives who are assigned to perform the Services to comply with
Client’s information security policies, guidelines and standards, as amended
from time to time.


 


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ARTICLE
5


 


REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR


 


Vendor represents, warrants
and covenants that:


 


Section 5.1                                      Vendor is
validly organized and existing under the laws of its state of incorporation and
has full power and is qualified to do business at the location(s) where
Services are provided, and has full power and authority to execute and deliver
this Agreement, which constitutes a legal, valid and binding agreement of
Vendor enforceable in accordance with its terms, and to perform the Services
described herein.


 


Section 5.2                                      This Agreement
does not conflict, breach or cause a material default of its organizational
documents or any agreements or other obligations to which it is a party.


 


Section 5.3                                      Vendor is and
at all times during the term of this Agreement will be in compliance in all
material respects with Laws and Regulations applicable to Vendor and/or Client
in connection with the Services; provided, however, if compliance with changes
in such Laws and Regulations would materially increase Vendor’s costs of
providing the Services, the parties shall promptly meet to consider the available
options, including sharing of such costs, and if a commercially reasonable,
cost-effective solution is not available, Client may terminate this Agreement
pursuant to Article 3.  Each party
shall notify the other of any changes in Laws and Regulations which may
adversely impact the Services and Vendor, and subject to the preceding
sentence, shall make all changes necessary to the Services to comply with all
Laws and Regulation.


 


Section 5.4                                      Vendor shall
generate, retain and provide Client with such reports, data and files in such
formats as Client reasonably requires to comply with requirements of applicable
laws and regulations, its regulatory bodies and its auditors and to determine
compliance by Vendor and Client with their obligations herein.


 


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


 


ARTICLE
6


 


REPRESENTATIONS AND WARRANTIES OF CLIENT


 


Client represents and
warrants that:


 


Section 6.1                                      Client is
validly organized and existing under the laws of the United States of America
and has full power and authority to execute and deliver this Agreement, which
constitutes a legal, valid and binding agreement of Client enforceable in
accordance with its terms, and to perform the Services described herein.


 


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Section 6.2                                      This Agreement
does not conflict, breach or cause a material default of its organizational
documents or any agreements or other obligations to which it is a party.


 


Section 6.3                                      Client is and
at all times during the term of this Agreement will be in compliance with Laws
and Regulations applicable to Client a violation of which might have a material
adverse effect on Vendor’s provision of Services.


 


ARTICLE
7


 


RECORDKEEPING AND AUDITS


 


Section 7.1                                      Client’s Audits.  As reasonably requested by Client, or as
requested by Client’s regulators, Vendor shall cooperate with Client and its
internal or external auditors for the purpose of Client’s regulatory compliance
with respect to the performance of the Services provided by Vendor to Client
hereunder.  Promptly following any such
audit, whether conducted by Client’s internal or external auditors, Client will
instruct its auditors to conduct an exit conference with Vendor and provide
Vendor as soon thereafter as reasonably possible a copy of each report prepared
as a result of such audit examination relating to the Services, whether in
draft or final form.  Vendor shall be
given the opportunity to review and comment on any reports reflecting
negatively on the Services before such report(s) are finalized.  Vendor shall cause its representatives to
cooperate in the same manner as Vender is required by this Section.  Client shall maintain the confidentiality of
any report pertaining to Vendor and shall not provide such report to any third
party, except as required by any Laws or Regulations.


 


Section 7.2                                      Correcting
Deficiencies.  Should an
audit (including any examination by any regulatory authority) reveal unresolved
material deficiencies without a management plan to correct them, Client may
require Vendor to promptly provide a management plan to cure the deficiency and
to provide documentation to demonstrate such cure to Client’s reasonable
satisfaction.  Vendor shall bear the
costs of the management plan and of any required remedial action.


 


Section 7.3                                      Reimbursement
for Modifications.  Client
shall reimburse Vendor for any pre-approved, written agreed upon costs incurred
by Vendor in developing customized programs or modifications to programs to
satisfy the requirements of Client or Client’s independent auditors, including
the cost of the computer time to run said programs.  It is further agreed that such customized
programs or modifications become the property of Client, but Vendor shall have
the right to use said programs or modifications in its own business.


 


ARTICLE
8


 


CONFIDENTIALITY


 


Section 8.1                                      Confidentiality
of Data.  All records transmitted to
Vendor by Client shall remain the property of Client.  Vendor shall consider all information
transmitted to it by Client to be of a confidential nature and Vendor shall use
its best efforts to keep such information confidential, including the use of
reasonable care to prevent unauthorized access to information transmitted by
Client pursuant to this Agreement.


 


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ARTICLE
9


 


DECONVERSION AND TERMINATION PROCESS


 


Section 9.1                                      Continued
Performance.  If either
party terminates this Agreement or any of the Services, Vendor shall (i) continue
to perform the applicable Services until Client completes the transfer of the
terminated Services from Vendor for up to 3 months after the termination date;
provided, however, Client has the option to extend the 3 month period for an
additional period of 3 months by providing written notice to Vendor; and (ii) cooperate
with Client in arranging for said transfer of Services.  All obligations and restrictions under this
Agreement shall continue until the deconversion services end or as otherwise
agreed by the parties.


 


Section 9.2                                      Return of
Client Files.  Before
expiration or termination of this Agreement, Vendor shall return Client’s
information and other property, including, but not limited to, data in a
machine readable format requested by Client and files as Client may request
along with such information and assistance as is reasonable and customary to
enable Client to transfer the Services.


 


ARTICLE
10


 


INDEMNIFICATION; DUTY OF CARE; LIMITATIONS OF LIABILITY; RESTRICTIVE
COVENANTS


 


Section 10.1                                Vendor’s Duty
of Care.  Vendor shall exercise
reasonable care in performing its duties under this Agreement and Vendor shall
be liable for loss, destruction or damage of materials supplied by Client only
if due to the negligence of, or breach by, Vendor, and then only to the extent
of restoring the loss, destroyed or damaged materials; provided such
restoration can reasonably be performed by Vendor and Client furnishes Vendor
with all source data necessary for such restoration.


 


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


 


Section 10.3                                Calamities and
Delays.  Vendor shall not be held
liable for any loss, destruction, mutilation of records, or any expense, damage
or liability resulting from any delay in performance of its duties under this
agreement, caused by or attributable to failure or destruction of equipment,
fire, hurricanes, flood, theft, Act of God, labor strike, work stoppage or
slowdown, civil or military authority, riots, epidemics, war, governmental
regulations, or any event beyond its reasonable control or occurring without
gross negligence or willful misconduct on the part of Vendor, except as may be
provided in this Article.


 


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Section 10.4                                LIMITATIONS OF
LIABILITY.  NEITHER
PARTY’S TOTAL LIABILTY TO THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED TO
SUCH PARTY’S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO,
MALFUNCTION OF SUCH PARTY’S EQUIPMENT, FAILURE OR NEGLIGENCE OF SUCH PARTY’S
EMPLOYEES AND AGENTS, OR DEFECTIVE PROGRAMS SHALL EXCEED THE TOTAL CHARGES PAID
OR PAYABLE BY CLIENT FOR SERVICES PERFORMED BY VENDOR DURING THE TERM OF THIS
AGREEMENT.


 


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


 


Section 10.5                                NON-DISCLOSURE  During the term of the Agreement and during
the two (2) year period following the expiration or termination of the
term, regardless of the reason for, manner or method of same (the “Non-Disclosure
Period”), Client and Vendor shall respectively maintain the other party’s
Confidential Information in strict confidence and shall use its best efforts to
prevent the unauthorized use, exploitation, release, dissemination, transfer,
or disclosure of such other party’s Confidential Information by implementing
management and technological security safeguards (including, for illustration
purposes, audit trails, controlled access user menus, use of encryption
software and confidentiality agreements with employees that have access to such
information).  In addition, Client and
Vendor respectively agree that it shall not, except with the prior written
consent of the disclosing party, directly or indirectly, divulge, report,
publish, reveal, transfer or disclose any of the disclosing party’s
Confidential Information to any other person or entity, nor shall it use,
exploit or permit others within its reasonable control to use or exploit such
disclosing party’s Confidential Information in a way which would be detrimental
to the disclosing party.  “Confidential
Information” means information, data and materials which relate to the
business, operations, finances, research, developments, or activities of a
party: (i) which has been or are disclosed to the non-disclosing party or
of which the non-disclosing has become or becomes aware through the performance
of this Agreement; (ii) which has value to the non-disclosing party and is
not generally known to its competitors; and (iii) which is treated by the
non-disclosing party as confidential, whether or not 


 


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


 


Section 10.6                                NON-SOLICITATION
OF EMPLOYEES.  Unless the
Client or Vendor consents in writing, during
the term of this Agreement and for a period of one (1) year following the expiration or termination of the
term of this Agreement, regardless of the reason for or manner or method of
same, neither party shall, directly or indirectly, on such party’s own behalf
or on behalf of any other person, firm or entity, solicit, induce, or divert
away from the other party (or attempt to solicit, induce, or divert away from
the other party) any person who is at that time, and was, at any time during
the term of this Agreement: (i) an employee, agent, or independent
contractor of such other party; and (ii) with whom such party had material
contact during the term of this Agreement, for the purpose of performing for
such other party any services which are identical or substantially similar to
the services which such person performed for the other party.  As
used in the previous sentence, the term “solicit,” “induce,” or “divert away”
shall not include (a) general advertising for applicants for a position
(so long as such advertising does not specifically target officers or employees
of the other party), or (b) engaging a recruiting firm to search for and
screen prospects for a position (so long as such recruiting firm is not
instructed to seek officers or employees of the other party).


 


ARTICLE
11


 


INSURANCE


 


Section 11.1                                Client
Insurance.  Client
shall procure and maintain insurance in the form of its Financial Institution
Bond, its Directors and Officers’ Liability Policy and its Financial
Institutions Reimbursement and Indemnity Policy which shall contain adequate
protection to the Client against internal and external computer theft, losses
and liabilities.  The Client will provide
copies of such insurance policies to Vendor if so requested.


 


Section 11.2                                Vendor
Insurance.  Vendor will
maintain insurance in the form of Financial Bond, Directors and Officers’
Liability Policy and Financial Institution Reimbursement and Indemnity Policy
extending coverage on its employees and operations.  Vendor will provide copies of such insurance
policies to Client if so requested.


 


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ARTICLE
12


 


MISCELLANEOUS


 


Section 12.1                                Disaster
Recovery.  Vendor
agrees to provide a back-up site and make necessary arrangements for
appropriate systems and equipment to be used in the event Vendor’s computer
systems or primary location is inaccessible for an extended period of
time.  The Vendor will provide Client
with its disaster recovery policy documentation and testing results on an
annual basis.


 


Section 12.2                                Vendor
Ownership of Documentation and Processes.  All specifications, programs, documentation
(including manuals, routines, sub-routines or techniques) and original ideas or
formulae relating to the Services utilized or developed by Vendor in connection
with this Agreement are and shall remain the sole property of Vendor, unless
specifically provided herein.  It is
agreed that Client will not copy related materials or divulge the contents of
said programs or ideas to any third party without permission for such
disclosure or use being granted in writing by Vendor.


 


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


 


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


 


If to Client:


 


First Century Bank, N.A.


807 Dorsey Street


Gainesville, GA 30501


Attn: Kurt Hansen


 


If to Vendor:


 


First Covenant Bank


680 Engineering Drive, Suite 100


Norcross, GA 30092


Attn: Michelle Harold


 


Section 12.5                                Applicable Law;
Jury Trial Waiver.  This
Agreement shall be governed by the laws of the State of Georgia without regard
to its principles of conflicts of laws.  
Each of the parties to this Agreement hereby irrevocably waives all
right to a trial by jury in any action, proceeding or counterclaim between them
arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


Section 12.6                                Assignment.  This Agreement and all the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and 


 


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permitted assigns but
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assignable or transferable by either party without the prior
written consent of the other party hereto, and any such unauthorized transfer
will be void.


 


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


 


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


 


Section 12.9                                Entire
Agreement.  This Agreement
and the Schedules attached hereto constitute the entire agreement between the
parties with respect to the subject matter hereof and shall supersede all
previous negotiation, commitments and writings with respect to the Services.  No representation or statement not expressly
contained in this Agreement, or incorporated herein by reference, shall be
binding upon Vendor as a warranty or otherwise.


 


Section 12.10                          Severability.  The provisions of this Agreement are
severable, and in the event that any one or more provisions are deemed illegal
or unenforceable the remaining provisions shall remain in full force and
effect.


 


Section 12.11                          Title and
Headings:  Titles and
headings to sections herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.


 


Section 12.12                          Execution in
Counterparts.  This
Agreement may be executed in any number of counterparts via facsimile or other
electronic transmission, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


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


 


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


 


[signatures on next page]


 


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


 


 


	
  CLIENT:

  	
   

  
	
   

  	
   

  
	
  FIRST CENTURY BANK, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ William Blanton

  	
   

  
	
  Name: William Blanton

  	
   

  
	
  Title: Chairman & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  VENDOR:

  	
   

  
	
   

  	
   

  
	
  FIRST COVENANT BANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Joe E. McCart

  	
   

  
	
  Name: Joe E. McCart

  	
   

  
	
  Title:
  Chairman of Board

  	
   

  



 


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Schedule 1.1    Services


 


Data Processing


 


Item 1: 
Data Processing Services Billing


 


Item 2:  Network Support Services
Billing


 


Operational Support


 


Item 3:  Accounting/Treasury
Bookkeeping Services Billing


 


Item 4:  Human Resources Services
Billing


 


Item 5:  Loan Processing Services
Billing


 


Item 6:  Operations Management
Services


 


Management & Advisory


 


Item 7:  Compliance Services


 


Item 8:  Accounting Management &
Advisory Services


 


Item 9:  Human Resource
Management & Advisory Services


 


Item 10:  Treasury/Investment
Management & Advisory Services


 


Item 11:  Mortgage Division
Management & Oversight Services


 


Item 12:  CEO Administrative
Assistant


 


12