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.
8
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