(¥U Alumni Credit and Debti Card Program Agreement This UVU Alumni Credit and Debit Card Program Agreement (this “Agrcement”) is entered into and cffective as of the ZO_ day of MOVEMSER , 2013 (the “Effective Date"), by and between UTAH VALLEY UNIVERSITY FOUNDATION, [NC. on behalf of the Utah Valley University Alumni Association (“SUVUAA"), located at 800 West University Parkway, Orem, Utah 84058, and UTAH COMMUNITY FEDERAL CREDIT UNION (“UCCU"”), a federally chartered credit union, doing business in the State of Utah with its main office located at 188 West Riverpark Drive, Provo, Utah 84604. UVUAA and UCCU are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”. RECITALS A. UCCU is authorized to issue VISA-branded credit cards and network-branded debit cards as a member of the VISA networks and certain debit networks. B. UVUAA desires that certain persons with a Upivensitpfeollectively, the “Alumni” and individually an “Alumnus") have the opportunity to obtain credit cards (“Credit Cards”) and/or debit cards (“Debit Cards”) issued by UCCU and ts willing to refer Alumni to UCCU for that purpose (such referred Alumni, the “Alumni Referrals’), C UCCU desires to compensate UVUAA for Alumai Referrals and its efforts to generate Alumm Referrals in accordance with the terms of this Agreement. NOW THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency af which are hereby acknowledged by each Party hereto, the Parties mutually agree as follows: 1, Term {.1 Length of Term, This Agreement shall commence on the Effective Date, and shall remain in effect for the succeeding thirty-six (36) months (the “Initial Term") unless earlier terminated in accordance with this Agreement. Thereafter, this Agreement will automatically renew for succeeding 24 month terma (“Renewal Terms”), unless either Party notifies the other in writing at least one hundred eighty (180) days before the end of the Initial Term, or the then current Renewal Term, that said Party does not intend to renew the Agreement. 1.2 Early Termination Due to Default. Either Party may terminate this Agreement at any time during the [Initial Term or any Renewal Term in the event of a material breach by the other Party, all in accordance with the provisions of this Agreement, In the event of a material breach of this Agreement, the nan-defaulting Party shall provide notice of default to the defaulting Party and afford the defaulting Party a period of thirty (30) calendar days within which to cure the default or such additional time as is reasonably required to correct the default if the defaulting ay 77903,2 |party is diligently working to cure the default bul in nu event, not more than an additional sixty (60) days, if the breach is not remedied as provided herein, the non-detgulting Party may cancel this Agreement immediately or at any date elated by the non-dothulting Party as long as the defult hag not been cured. In addition te this ramedy of termination for a material breach of the Agreement, the Parties shall be entitled to other romedies, ay may be porariited by law, aching without limitation (a) the recovery of monies due end owing, (b) a right of ypeoltio partormance of non-monetary covenants aud agreements, and (c)a claim for any and all daniagos available in iaw ~on-te equiltys-—— 9 — —- Se oe ces ee ne 1.3 Time te of dae Essoncs, The Parties acknowledge that time 1a of the essence with tegurd to all provisions of this Agreement, 2. Rosponsthilitios nud Services 2.4 UVUAA Cradli and Bobli Card, 2.4.1 UCC shail have thecigit at all dimes to cequire any Alums desing lo reogive a Credit Card ar Debit Card to apply to bevomie a member of UCCU, ‘The Partles ackawwledge and agres that UCCU fs required by law te maintain eligibility requiramerts that himit the categories of persone that amy become customers or members oF UCCU (such roquiromunts, the “Eigibility Requirements’), UCCU agreaa that it shail appty with the National Credit Union Administration to have ite Eligibility Requirements changed such that beginning July 1, 2014 and thareatter during the fnitial Tem and any Renewal Term ofthis Agrsernont, any person who has attended Uh Valley University shall bo eligible to besome 4 customer or member of VOCU, UCCU represents and watraute that the covenant in the foregoing seulence shall not cause il ta breach applicable law, Bach Party covenanta that it shall at all times comply with applicable law and applicabls payment uetwork cegulations, For the avoldance of doukt, failure to comply with this obligation in a timely manner shall constitute a smaterial brovoh of this Agroaniont, Notwithstanding any other provielon of this Agreement to the contrary, a breneh of this Section 2.1.1 by UCCU shall result in the ability of UVUAA to terminate this Agreement but shall aot result in any haem or dumages to WVUAA, 2.41.2 Metwithstending the foregoing, UCCU shall heve the dghl and authority to rajeul any applicanl, and deny membership, for any Lawl reason, including aay risk to UCCU, UCCU shall comply with all applicable laws sud regulations, faghiding Individual identifioution information, before approving any individual's membership request, UCCU shall require any applicant who wishes to béconte a roember af (ACCU to agree to be bound by the standard dans, conditions, rules and contractual obligations imposed upon ali members of UCCU, or dnposed by UCCW in the belief that the terns, conditions, rules, and contractual obligations are prudent, During ofl times that a person is a member of UCCU, UCCU shall have the right and authority to require the member to exeoute binding documents in contention to reneiving finaneial serviogs from UCCUL UCCU shail not be responsible to provide a Credit Card or Debit Cord to any person who is denied menbership in UCCU. At all times, UCCU shall have the right and auiborily to terminate any credit union member's membership in UCCU for any lawful reason, a1 174022 4including any mak to UCCU. In the event, UCCU terminates the membership ofa person in UCCU, UCCU shall also terminate all UCCU banking functionalities m connection ta that person's UYUAA Credit and Debit Card. 2.1.3 ‘The rights and obligations of membership in UCCU are between the individual member and UCCU, and not applicable to, enforceable by, or obligations of UWVUAA except ag set forth herein. 2.14 Designing the Credit Card and Debit Card will require collaboration between the Parties. Tirsefinaldesignotirhecredincard aia Det Ih CArd Shall Be approved by UVYAAY UCCU and Visa, Ine. 2.1.5 UCCU shall provide all services to holders af Credit Cards or Debit Cards (“Cardholders”) and all services and communications to any party in connection with such cards and UVUAA shall not have any responsibility therefor, Such services and communications relating to the Credit Cards and Debit Cards shall include: (a) setting the terms and conditions of Credit Cards and Debit Cards (including credit limits); (b) providing required disclosures to Cardholders; (c) producing and issuing the Credit Cards and Debit Cards (in accordance with Section 2.1.4 as applicable); (d) generating statements and applying payments; (e) managing collection, charge-off and recovery activity; (f) responding to Cardholder and/or payment network inquiries; and (g) operating the Credit Card and Debit Card programs in accordance with industry standards, applicable law and payment network rules in a manner that enhances the goodwill of UVYUAA and Utah Valley University, Except as set forth in this Agreement, UCCU shalt bear its own expenses in managing the Credit Card and Debit Card programs and otherwise carrying oul its oblivations under this Agreement and UCCU shall bear all losses associated with the Credit Cards and Debit Cards including, without limitation, losses from fraud, bankruptey and unauthonzed transactions. 2.1.6 UCCU shall convert all expiring UVU PlusCard Campus [D debit cards, that do not warranta UVU PlusCard replacement, (o ait VilAweheanded debineambuniess otherwise requested by individual cardholders. 2.2 Checking Accounts. 2.2.1 In addition to and in conjunction with tts obligations herein relating to the Credit Cards and Debit Cards, UCCU shall offer all Alumni who qualify for membership the ability to apply for membership with UCCU and establish a checking account with UCCU. The rules, requirements, fees, and custs associated with and governing any UCCU Checking Accounts aré between the individual member and UCCU, and not applicable to, enforceable by, or obligations of UVUAA. J. Compensation. 3.1 Lump Sum Payments. Upon completion ofa mutually agreed upon (signed) annual DL Pay .2 3marketing plan (see Exhibit 1. Sample Annual Marketing Plan) UCCU shall pay UVUAA a limp sum payment of Five Thousand Dollars ($5,000) due and payable within fifteen (15) days of the date the marketing plan is agreed upon of each calendar year during the [nitial Term or Renewal Term (the “Marketing Payment”). The Marketing Payment shall be used by UVUAA to enhance Alumni participation in the Credit Card and Debit Card programs in a manner deemed appropriate in UVUAA's reasonable discretion. In the event that any of the annual marketing plans cannot be agreed upon between the parties, either party may terminate this Agreement by giving the other parly 30 days advance notice; the ability lo terminate pursuant to this provision shali not be limited by any uther provision of this Agreement 3.2 Affinity Credit Card Loan Interest Payments 4.2.1 UCCU shall pay UVUAA ten percent (10%) of Earned Net Loan Interest Income {gross interest income less cost of funds and charge offs) on the UVU Alumni Affinity Credit Card portfolio duriay the Lnitial Term or Renewal Term (the “Loan Interest Revenue") 4.3 Affinity Credit Card Transactiog Payments 3.3.1 UCCU shall pay UVUAA nine percent (9%)j of Net Credit Card Signature interchange Income (gross credit card signature-based transaction interchange income less fraud losses, transaction processing. and fraud prevention costs incurred by UCCU) during the Initial erm or Renewal Term by any payment network for each signature-based Credit Card transaction completed by any Alumni Referral using a UVUAA branded Visa Credit card (the “Credit Card Signature Transaction Revenue”), (Ning percent (9%) of Net Credit Card Signature Interchange Income equates to approximately $0.05 per transaction as per the effective date of this agreement.) 3.4 Affinity Debit Card Transaction Payments 3.4.1 UCCU shall pay UVUAA three percent (3%) of Net Debit Card Signature interchange Income (gross debu care signatufe-beéséd transaction interchange income less fraud lusses, transaction processing, and traud preventiou costs) received by UCCU during the Initial Term or Renewal Term by any payment network for each signature-based Debtt Card transaction completed by any Alumni Referral using a UVUAA branded Visa Debit card (the “Debit Card Signature Transaction Revenue’), Three percent (3%) of Net Debit Card Signature Interchange Income equates lo approximately $0.01 per tvansaction as per the effective date of this agreement. 14.2 UCCU shail pay UVUAA one percent (1%) of Net Debit Card PIN-based Lransaction interchange income (gross debit card PIN-based transaction interchange income less fraud losses, transactiou provessing, and (raud prevention costs) received by UCCU during the Initial Term or Renewal Term from any debit network for each PIN-based transaction completed by an Alumni Referral using a UVUAA branded Debit Card (the “Debtt Card PIN Transaction Revenue"). One percent (1%) of Net Debit Card PIN Interchange (ncome equates to approximately 30.0025 per transaction as per the effective date of this agreement.J13 Notwithstanding any portion of the toregolug, UCCU shall pay UVUAA Debit Card Signature ‘Transaction Revenue and Debit Card PIN Transaction Revenue an overy UVUAA debit card issued ifthe UVUAA branded debit cardholder also has a UVUAA branded aredit card. For example and without limiting the foregoing, ifa UVU Altmuns ts approved fora UVUAA, branded credit card, (1) all Credit Card Signature Transaction Revenue plus (2) ail Deblt Card Signatuze Transaction Revenue antl Debit Card PIN-based Transaction Revenue would asherate Transaction Revanue for UVUAA, Until the UVUAA branded ored{t aard iy approved ant Issued, UVUAA debit card signature and PIN tunsaciton revenue will not begin to be BOOB, ae ee ec ee ec cece cent cone vente eens veneneees nin tote ene sommmneniain fet seen en ene 3.5 Paymouts made to UVUAA, 3.5.1 For purposes of this Agreemont, signing bonuses, growth incentives, marketing payments or discounts offered by any payment network to UCCU shall be included within the calculation of Transaction Revenue tn, proportion te the total UCCU portfolio represented by Credit Cards ane accrual qualifying Debit Cards held by Alumni Referrals, The Transaction Rovemte shali be caloulatod ay of the faat day of each calendar month and shall be due and payable on the t0" day of the first month following each calondar-quarter ened, 3.3.2 The parties agree that an axpiration or ternvination of thy Agreement shall also terminata UCCU's obligation to pay loan interest paymonts and transaction payments, Plaal payment amounts will be prorated, 3.5.3 Payments by UCCU of aay kind ghall be made payable lo UVUAA via Automated Clesringhouys or Wire Transfer to an account designated by UVUAA. Concurrently with payment of any amounts dus hereunder, UGCU shall deliver to UVUAA. a statement detalling the feos payable and the underlying metrics determining such fees Uneluding, without limitation, number of Credit Gards and Debit Cards, number of transactions, interchange revenue and revenue from payment ustworks and loan Interest revorus). 3.34 in the event that the total amount payable by UCCU to UVUAA under this Agrnomentt {8 legs than $500.00 for any six consecutive calendar months, UCCU may terminate this Agreemant by providing UVUAA with thirty (30) days advance notica; termination under this Section 3.5.4 shail relieve UCCU of all further obligations, 3.46 Caloulation of Cortain Costs. 3.6.1. Por the purposes of determining fraud prevention costs under subseotions 3.3.) and 3.4.C ofthis Agesement, UCCU shall not include any cost that Is not expressly set forth in dhe following santence of this eubsaotion 3.6.1, Fraud prevention oosis that shall raduce signature based income shall be determined by (i) taking the total number of uradit and debit cards monitored by the service provider UCCU uses ut any given Une to detect and stop fraud (presently Visa USA, Inc.) In connection to signatuy-bused tranarotions and determining the 911 7403.2 §parsontage of those credit anc debit cards that are UVUAA branded Visa oredit cards, and (ii) applying the peroentige determined in step (7) to the total actial fees eluarged to UCCU by the serving provider for lis signature-based fruid peavention services (presently Faloon Fraud Detection Servica and faleon Call Center Services), 4.6.2. For the purposes of determining daud prevention costa under subseotlona 3.4.2 of this Aprasment, UCC shall aot inetude any eat that is aot expressly set forth in the following " ganicnce of this subsection 3.6.2, Fraud prevention costs that shall ceduce PIN-baged income shall be determined by () taking Ihe total number of debit vards mentitored by the service provider UCCU uses at any given time to dotect and stop Baud (presently CU Cooperative Systems, Ino.) in conneation to PIN-based trangvotions and determining the percentage of chose debit cards that are UVUAA, branded Visa debit cards, and (i) applying the percentage determined in step (i) to the total actual fees chavwad (a WCCI by the service provider for its PIN-based fraud prevention gerviees (presently Falcon Case Management and Falcon Transaction Scoring), 4.6.3, For the purposes of determining fraud logies under subsections 3.3.1, 3.4.1, and 3.4.4 of this Agreement, (CCU abadl tnclude onty the gotual dollar amounts incurred as the result of fondulent transactlons ea (YUAA branded Visa credit and debit card accounts, UCCU shall not include legal caste, employes costs, or overhead lreunred in the concae of oparatlig the oredlt union in the caloulation of fraudulent (eansactions. 3.64, For the purposes of determining processing costa under subsaotion 3.4.2 of this Agreament, UCCU shall not include any cost that is uot expressly set forth in the following sentunce of thin subsection 3.6.4, Processing voxts that shull reciica PIN-based income ehall be determined by {1 taking the total number of debit card transactions processed by the service provider QCCU uses at any given time (prasently CU Cooperative Systems, Ine.) in connection to PIN-based transagtlans and determining the perentage of those dohit cards that are UYUAA branded Visa dahit carda, and (ti) applying the percentage determined in step {J} fo the total actual Fees charged to UCCU by the service provider for processing Leaisautions (such ibes include, but are mot nesessarlly limited to transaction feas, network fees und risk management fees), 3.6.5, For the purposes of determining processing costs under subsectiond 3.3.1 ond 3.4.1 ofthis Agreement, UCCU shall aot include any eost thut is cot expregyly get furth in the following sentence of this subsection 3.6.5, Procesalng costs that shall reduce signature-based income shall be deterntined by (D taking the total muanber of credit and debit card transactions processed by tha service provider UCCL uges at any given lime (presently Visu USA, Inc.) in comnection to signature-based transactions and delecmining the percentage of those debit cards thet ara UVUAA branded Visa debit vards, and Gi) applying the percentage determined in step () to the total aowual feos charged to UCCU by the gervicw provider for processing transactions (sneh fees linelade, but are aot necessarily lirnited to transaction fees, network feng and risk nuamagement fee), 4, UVUAA Obligations and Righty, 4 wiv 641 Ownership, UCCU is the owner of the UVUAA Credit Cards and Dabit Cards, JCCU may, at any tine and for any ceason, at ity sole disoretion, cancel or deactivate any UVUAA Credit Card or Debit Card, UCCU may also repousogs a UYUAA Credit Card or Debit Carl for any reason that UCC deems appropriate, Including, but not limited to, autual or attempted banking fraud, 42 Audit rights, UCCU shall maintais complate and acoumte acodunting records, books, documents and other evidence pertaining to the servicer performed and obligations ~~kequirod under this Agreement for atleast five years fon the date such record is mate of ce- created, Ag allowed by appligably law and upott reasonable nottes of at least two business days, UVUAA will have avoess to and the right to audit, at ita own expanse, any auch records, books, dovwmnents, ot other evidenue of UCCU partaining to this Agreement. in the event an audit resulta in more than a ten peroent (10%) increase of any one payment, as got forth in Segtion 3 of this Agroomant, to UVUAA, the cost of the audit shall be paid by UCCU. 4.3 Malling Lists, UVUAA agrees to reasonably provide UCCU with wacess to and cooperate with UCCH in using UVUAA tailing liste Caoluding email addrasees, cell phone nunibers for text messaging, etc), fom time to Hime, Cor the purpose of implementing mutually agrood-tpon marketing eampatgna in furtheranog of this Agréatnent, 44 Pyoferved Partnor Status, UCCU will be considered a preferred partner of UVUAA, and UVUAA will work olosely with UCCU te plan and lnplemont marketing campaigns, inchtding campaigns jargeted specifically at rnurketing the Credit Cards and Debit Cards to Aluatni, as wll as promotion of UCCU penorally to Alumni, Furthormore, UVUAA agrees to work closely with UCCU to develop and tefine significant pratkeling olforts targeted toward graduating senlors over the age of 21 prior to graduation, in accordatwe with all relevant cestrictions and regulations, As a preleered partner, UCCU tay further be entitled to additional benafits as jointly determined by UVUAA and UCCU, This Section 4,4 shall not be deemed to limit Section 3.1 shove, 5. Oosertioual Contaet Parson, During the initial Term and all Renewal Terms, both FCCU and UVUAA shall provide & single point contact parson, who shall ba dedieated to the implomentation of the matters set forth in this Agreetant, and to whom each party can contact in the event of uny day-w-day operational problems, issues, concerns, commendations, or solutions, The initial contact person for VOCU le Braid Natton, Vico Preaident of Business Development, ‘The contact person for UVUAA is Jeri Allphin, Se. Director of Alma} Relations. 6. Swevival. The termination or expiration of the Agresment shall not retieve either Parly of any obligation or Habllity acorned hereunder price lo or subsequent to such termination, nor aftset or impair the rights of ofther Party arising uador the Agreeriant prior to or subsequent to suah termination or expiration, except as expressly provided in thig Agresment, Without limiting the foregoing, the provisiona of’ Sactions 2.1.5, 4, 1, 4.2, 6, 7, 8 and 9 shall survive the expiration or termination of this Agreemuntt, vi t7and.s 47, Warranties aud Representations Bach Party warrares and representa that (2) lt lias the power anid authority to grant the rights and perform the obkigations to whioh it commits in this Agreamant (i) the execution of the Agesement by tha porson representing & will be sufficient Lo rendor the Agreement binding upon th and (i) naither its partormance hereunder sor the exercise by the other Party of rights granted by the warmating Party horounder does ar will violate any appliouble laws ot regulations of the terms of any other agreement of commitment to which the warranting Party ts or hegoinea 4 Party. f. Diselosury of Jaformation, #t Confidentlutity, Ail financial information, any nonspublic persoun] Information, atudont information, and any proprivtory information provided by or on bebalf of one Party ta the othur Party prior tu, contemporausously with, or subsequent to, the execution of this Agresmont (“iautormation’) ts confidential as of the date of disclosure, Sugh. Information will not be disclosed to any othor person or entity, except in acvardanoe with applicable Inw and ag permitted under this Agreement or as mutually agreed In writhiy, The Parties shatl be partndtted tn digctoas aueh Information () to their avcountants, auditors, legal counsel, and those snrployses necessary for the performance of their respective duties, provided that sald persons agree to treat the Information se condidovtial and not subject to disslagure, and (1) ag teay be required by law o¢ regulation, by subpotia, by court order, or by any governmental regulatory authority. 8.2 Requests for Records, Te the axtent UVUAA Is subject to the Utah Government Records Acness and Managoment Act, Utah Code Ann, Section 63-2-101, of saq,, 4 amended (ORAMA"), certain records within UYUAA's posgession of control, ineludiag without Urnltatlon, this Agruameul may be subjevt to public disclosure, However, any and all infonmanon in the possession of UYUAA that (dentifles a UCCU member shall be deemed & Private Reoord ag provided in U,C.A, Section 630)-2-302 or shall be cluagified in meaner that shall provide greater protoation of the document from disclosure. Additionally, UCCU shall have the option, notwithstinding any provision to the contrary, of providing LVUAA with a nique number for edoh Alurunus that hecomes a member of UCCY or utilizes UCCU services rather than providing UVUAA with the names of individual mermbers; UVUAA shall have the ability to audit the actual namey of Alumni by coming to UCCU offices and inspecting UCCU’s reconis without taking possession of auy record that identifies a UOCU niember, In the event this Agreement is the aubjsot of a record request pursuant 40 GRAMA, UVUAA will immediately aotify UCCU and UVUAA shall assert peivilages, claims of canfidentlality, and other rights it may have to withhold disclosyre of the record. $3 Prous Roleasus, Wlihout lhniting the provisions of Section 3 above, any news releases or public announooments pertaining to (he Parties and to this Agreoment eball only be issued aftor approval by both partion. §, Misealancous. 9.4 Wutire Agrsonient, This Agreement constitutes the entire understanding of the o112403.2 qParties and supersedes all pravioua weltten or oral Agrooments mad contragts, or nny contemporancous oral agreements and understandings between the Partles relating to the subjest matter hereuf. 9.2 Amendrueut, This Agreement may not be amended except in writing with the consent of both Parties, No covannnt, reproyentation or condition not axpresgad in this Agrasmont shell affuct, or be deomad to kuterpret, change or restrict, the express provisions hargof   93 Binding Eifect/Asugament. This Agroemont ghall he binding upon the Parties herety, ag woll ag their reupootive suocesdors in luterest, Neither parly nay assign or subcontract any portion of its rights or obligations under this Agreement without the prior written consent of the other party, whioh consant may be withheld for aay reason or no reason, A party wishing to assiga or subcontract any portion of this Agreamont shall provide the other with written notles and ali roaions for any anticipated asuignmenta minimum of thirty (30) business days prtor to the date of the anticipated assignment. Nothing contained herein shall Unlt UCCU fom hiring third-party service providers to agaist UCCU In meeting its obligation Irareunder, provided UCCU shall be lisble for any aations or omlagiony of such third party service providers ag if such action or omission ware made by UCCU, 9.4 Governing Law. The laws of the Stnte of Utah will govern the validity of this Agreement, its interpretation and performmes, Any litigation arising in. any way thou this Agreomant shall be brought in the courts of the State of Utah, 9.5 Captions. ‘The captions used in this Agreement are for couvenienes oily and shat! not affct in any way the meaning or interpretation of the provisions set forth herein. 9.6 Witiver/Rights and Remedies, ‘Tho fallure by any Party to insist upon the sleet performance of any covenant, duty, agreement or canditions of this Agrosmentt of to exercise any tights or remedy consequent upon a breach thereof shall not constitute a walver of any such breach or of any right to insist upon the strict performance of the covensnis, agesoments, tarts or conditions of this Agreament, No waiver shall affect or alter the retanindac of thia Agreement but auch and every other covanant, agreement, torm and conditions hereof shall continua in fu forse anil effect with respect to any other then existing or subsequently occurring breadh, Any failure to eniorge provisions of this Agreement will aot negate the Agreement gor the enforcement of any provision(s) at a filure time. ‘The cights and remedies of the Parties shall not be mutually exclusive and the exeroiss of one of more of the provisions of this Agreement shall not preclude the oxerolye of any other provisions, 9.7 Rolutlonatip of the Partios, In asanming and performing te obligations under this Agreemont, UCCY I an independent party and shall not be considered nor represent itself ag 4 Joint yanturer, partuer, or agent of UVUAA, This Agreament does not create any eights in of inure to the benofit of any third purty, Nothing in tls Agreement shall be deemed ov construed. by the parliey or by any third party ag oreating the relationship of prinolpal and agent or of partnership oy of joint venture between the Parties, virion. 998 eree Mafoure, In the event that sither Party la prevented Guim performing or is mable to pertirm any of ite abligatlons under this Agroament die to any Act of Gad, fire, guaually, food, earthquake, war, strike, lockout, or other cause beyond the reasonable contral of the Party invoking this seation, aud if auch Party shall have used tts best efforts to mitigate tte affects, such Party shall give prompt welien uotioe 14 the other Party, its performanae shall be ocuaed, and the time forthe purfonmance shul be extended for the poriad of delay or inabillty to perlorm due to auch occurrences, 9.0 Severability, in ibe event auy portion of this Agrsemont is found to be tavalid oe wienforgeable by a cowrl of law for any reason, the remainder of this Agreement shall remain intuot, That portion ofthis Agreement deemed by a court of law to be invalid shall be amendod in writing to the minigun extent necessary to bo considered valid, enforcenble, and In aooordance with the mutual understanding of the Parties, The rights and remedies of the Partles shall not by mutually exclusive and the failure to smercise one of more of the provislons of thin Agreement shall not preclude the exaraise of any other provision, and ahall not preclude the exexolue of such provision to the Ruture, 9.10 Indemnification, Each Party agrees to indemnify and bold harnloss the other Party anid their respective affiliates, offioers, employeus and directors against any and ull losses, damages, abilities, costa and oxpensag (inuluding reayonable attomeys’ fous and expenses), settlement antounts aa provided for hereln, Judgmonts, darmapos, claiua, demands, offsets, defunses, counterclainyg, actions or proceedings, subpoenas, Investigations, and related interest or ponalties, inaluding any incidental, coneoquential, exemplary or iadirect damages, lost profits or other business interruption damages, in tort, contract or otherwise, if auy (“Indemnified Logses") rolating to such Party's negligence, intentional miguonduet, breach of this Agreement, breach of applicable law or breach of payment natwork rules. 9.11 Counterparts, This Agrsoment muy be exeouted In any number of nualtiple counterparts, all of whieh shall constitute but one and the same orlginal. 942 Notieod. Any hotios or other conmuttication hereunder shall be in writing, shall be sent via ceplatored or certitied mail, overnight courier, or confined facsimile transmission and shall be deemed piven whon deposited, postage propaid, in the United Statey mail, addrosged an set forth bafow, of te auch other address as vittter of the parties shal! advise the other In writing ifte UVUAA: Ubebh Vatlay University Alum Association Atue Jeri Allphin Sr, Director of Alumni Relations 800 West University Parkway Mg #11 Orem, Utah 84048 Facsbuile: 801-863-8604 Ifte UCU: Utah Comaumliy Federal Credit Union or FH40a.4 10Attn: Brad Norton, Senior Vice President 188 Weat Riverpark Drive, Provo, Utah 84604 Facslmile: 801-223-7778 YT PO4,2 LIIN WITNHSS WHEREOF, the undersipoed have caused this Agroamont to be duly executed, LAY UN upeuy MOUNDAT h C, {tld ats of ARs ote cet ea tDaee”    By:   ¥ Name: tite, VP Dew pork t Afni tte         Titer BVP MAR eer ile - SIT 2Exhibit; Sample Mutually Agreed Upon Annual Marketing Plan oT at wo ater . h . wa                      1. i i : . r 8 f ‘ a a : | i poe F :! i 2 UNU tagger i ‘ 4 : 2 Thana tudes slide sowed, : ‘ Gea: UNG : 4 & ADOOR alpetilollon, . “al . t       PG tiny veto ae bes Boch ag wt ma ” Ghafecdives bo orceurcapie awe gens lo r . ° regal ase) Ute UY Lohetlf carch FRO) pepo dor tera soe. + Nadel hough predated ooinanshonnet » Inches promotion la cup anelgewn hiarkallhg phaags q 5 frit bhatt, ated partoued, gle, Moahore 1h go and gown goody hey . 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