system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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OUTSOURCING AGREEMENT BY AND BETWEEN TRI CITY NATIONAL BANK and MARSHALL & ILSLEY CORPORATION acting through its division M&I DATA SERVICES DATED AS OF February 16, 1998 TABLE OF CONTENTS Page 1. DEFINITIONS 1.1 Background 1.2 Definitions 1.3 References 1.4 Interpretation 2. TERM 2.1 Initial Term 2.2 Extensions 3. APPOINTMENT 3.1 Performance by M&I Affiliates 3.2 Third Party Services 3.3 Proper Instructions 4. CONVERSION 4.1 Banking Applications 4.2 Development of Conversion Plan 4.3 Conversion Resources 4.4 Conversion Milestones 5. OUTSOURCING OF TRUST SERVICES 6. BANKING APPLICATIONS 6.1 Services to be Rendered 6.2 Banking Application Processing 6.3 Corporate Support Services 6.4 Item Processing Services 6.5 Automated Clearing House Services 6.6 Home Banking and Internet Services 6.7 Retail Delivery Systems 6.8 Visa Check/MasterMoney Card Services 6.9 EFT Services 7. FACILITIES MANAGEMENT 8. FEES 8.1 Fee Structure 8.2 Conversion 8.3 Pricing and Operational Assumptions 8.4 Banking Applications Services 8.5 Corporate Support Services 8.6 Item Processing Services 8.7 Management Services 8.8 Visa Check/MasterMoney Card Services 8.9 EFT Services 8.10 Training and Education 8.11 Excluded Costs 8.12 Disputed Amounts 8.13 Terms of Payment 8.14 Modification of Terms and Pricing 9. PERFORMANCE STANDARDS 9.1 General 9.2 Banking Applications 10. MODIFICATION OR TERMINATION OF SERVICES 10.1 Modifications to Services 10.2 Partial Termination by M&I 10.3 Partial Termination by Customer 10.4 Development of Custom Software 11. TERMINATION 11.1 For Convenience 11.2 For Cause 11.3 Following Change in Control of Customer 11.4 Termination Assistance 12. EVENTS OF DEFAULT; REMEDIES 12.1 By M&I 12.2 By Customer 12.3 Remedies 13. DAMAGES 13.1 Direct Damages 13.2 No Consequential Damages 13.3 Equitable Relief 13.4 Limitation of Liability 13.5 Liquidated Damages 14. INSURANCE AND INDEMNITY 14.1 Insurance 14.2 Indemnity 14.3 Indemnification Procedures 15. DISPUTE RESOLUTION 15.1 Representatives of Parties 15.2 Continuity of Performance 16. REPRESENTATIONS AND WARRANTIES 16.1 By M&I 16.2 By Customer 17. CONFIDENTIALITY AND OWNERSHIP 17.1 Customer Data 17.2 M&I Systems 17.3 Confidential Information 17.4 Obligations of the Parties 17.5 Security 18. MANAGEMENT OF PROJECT 18.1 Account Representatives 18.2 Change Control Procedures 18.3 Reporting and Meetings 18.4 Development Projects and Technical Support 19. REGULATORY COMPLIANCE 20. DISASTER RECOVERY 20.1 Disaster Recovery Plan 20.2 Relocation 20.3 Resumption of Services 20.4 Annual Test 21. GENERAL TERMS AND CONDITIONS 21.1 Force Majeure 21.2 Transmission of Data 21.3 Equipment and Network 21.4 Reliance on Data 21.5 Data Backup 21.6 Balancing and Controls 21.7 Use of Services 21.8 Regulatory Assurances 21.9 IRS Filing 21.10 Affiliates 21.11 Future Acquisitions 22. MISCELLANEOUS PROVISIONS 22.1 Governing Law 22.2 Venue and Jurisdiction 22.3 Entire Agreement; Amendments 22.4 Assignment 22.5 Relationship of Parties 22.6 Notices 22.7 Headings 22.8 Counterparts 22.9 Waiver 22.10 Severability 22.11 Attorneys' Fees and Costs 22.12 Financial Statements 22.13 Publicity 22.14 Solicitation 22.15 No Third Party Beneficiaries 22.16 Construction 23. SOURCE CODE 23.1 Escrow 23.2 Copy of Source Code 23.3 Cost of Escrow 23.4 Customer's Right to Obtain the Source Code 23.5 Use of Source Code Schedules 4.2 Conversion Plan 6.2 Banking Application Services 8.1 Fee Schedule Exhibits A RDS Agreement B ACH Authorization Agreement C Attorney-in-Fact Appointment D Affidavit OUTSOURCING AGREEMENT This Outsourcing Agreement ("Agreement") is made as of the 16th day of February, 1998, by and between Tri City National Bank, a Wisconsin corporation (including its Affiliates, "Customer") and Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services ("M&I"). In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows: 1. DEFINITIONS 1.1 Background. This Agreement is being made and entered into with reference to the following facts: A. Customer provides, through its Information Systems Department, systems development and operations, data processing, telecommunications and other information technology services for itself, and on behalf of its customers. B. M&I, through its divisions, subsidiaries and Affiliates, is a provider of data processing, systems development and operations, corporate support and item processing, home banking, internet banking, retail delivery services, trust data processing, and other services. M&I desires to perform for Customer the outsourcing services described in this Agreement. C. In reliance on its own independent analysis, and after careful evaluation of M&I's proposal and other alternatives, Customer has selected M&I to provide the Services (as defined in Section 1.2) to Customer. This Agreement documents the terms and conditions under which Customer agrees to purchase and M&I agrees to provide the Services. 1.2 Definitions. The following terms shall have the meaning ascribed to them in this Section 1.2: A. "Affiliate" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common
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Extract the exact clause related to "Audit Rights" from the excerpt above.