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.
1
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