Agreement Between Company and Security Service Company

Outsourcing Agreement

This Outsourcing Agreement ("Agreement") is made this day of , by and between ABC Bank, Inc., ("ABC") a Delaware corporation and XYZ Corporation ("XYZ"), a Maryland corporation.

For purposes of this Agreement, "Customer" shall include ABC and those of its Affiliates designated by ABC.

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) XYZ, 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. XYZ desires to perform for Customer the outsourcing services described in this Agreement.

(b) Customer has selected XYZ to provide certain outsourcing services to Customer. This Agreement documents the terms and conditions under which Customer agrees to obtain and XYZ agrees to provide the Services.

1.2 Definitions

The following terms shall have the meaning ascribed to them in this Section 1.2:

1.2.1 Affiliate

"Affiliate" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common Control with, such party.

1.2.2 Change in Control

"Change in Control" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.

2. Term

2.1 Initial Term

This Agreement shall commence on the Effective Date and end on the anniversary of the Commencement Date ("Initial Term").

2.2 Extensions

Unless this Agreement has been earlier terminated, Customer may extend the Initial Term for one additional one-year period, by giving XYZ written notice at least six (6) months prior to the expiration of the Initial Term.

3. Appointment

3.1 Performance by XYZ Affiliates

Customer understands and agrees that XYZ Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of XYZ Corporation.

3.2 Third Party Services

The parties acknowledge that certain services and products necessary for the performance of the Services may be provided by Third Parties.

3.3 Proper Instructions

"Proper Instructions" shall mean those instructions sent to XYZ by letter, memorandum, telegram, cable, telex, telecopy facsimile, computer terminal, e-mail or other "on-line" system or similar means of communications or given orally over the telephone or given in person...

4. Conversion

4.1 Development of Conversion Plan

XYZ has, in consultation with Customer, developed a detailed, customized plan for the Conversion (the "Conversion Plan").

4.2 Conversion Resources

XYZ and Customer will provide a team of qualified individuals to assist in the Conversion effort.

4.3 Conversion Milestones

During the Conversion process, XYZ will analyze Customer's products, the setup of bank control, analyze and verify Customer's test data, analyze Customer's training needs and perform workflow analysis.

4.4 Enhancements

The issues list attached hereto as Schedule 4.5 reflects the parties' understandings, as of the Effective Date, as to the enhancements and interfaces to be provided by XYZ to Customer.

5. Services

5.1 Applications

XYZ agrees to provide Customer with the banking application Services set forth on attached Schedule 5.1 (the "Services Schedule").

5.2 New Services

If Customer wishes to receive any New Service, Customer shall notify XYZ and the parties shall implement the same in accordance with a mutually acceptable schedule.

6. Support Services

6.1 Help Desk and Support

XYZ shall provide Customer with the support services set forth in the attached Schedule 6.1.

7. Fees

7.1 Fee Structure

Customer shall pay XYZ the fees specified in attached Schedule 7.1 in accordance with the payment terms set forth in the Fee Schedule.

7.2 Conversion

Customer agrees to pay XYZ the fees relating to the Conversion on the terms and conditions set forth on the Fee Schedule.

7.3 Excluded Costs

The fees set forth in the Fee Schedule do not include communication costs, telecommunication charges, and other output costs, Expenses, third party pass-thru charges, post-conversion workshop fees and training fees, and late fees or charges and Taxes.

7.4 Disputed Amounts

If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount.

7.5 Terms of Payment

All "one-time" fees shall be paid to XYZ as set forth in the Fee Schedule. Customer shall pay the Monthly Base Fee in advance on the first day of the calendar month in which the Services are to be performed.

7.6 Modification of Terms and Pricing

The fees and charges payable by Customer under this Agreement shall be subject to the increases set forth in the Fee Schedule.

8. Training And Education

8.1 Training

XYZ shall provide training in accordance with the training schedule to be developed pursuant to the Conversion Plan.

8.2 User Manuals

XYZ will provide two (2) copies each of the User Manuals to Customer.

9. Performance Standards

9.1 General

Except as otherwise specified in this Agreement, XYZ agrees to perform the Services in accordance with the Performance Standards.

9.3 Performance Credits

If XYZ fails to meet any of the Performance Standards set forth above for any calendar month, XYZ shall provide Customer a credit equal to percent () of the Monthly Base Fee for the second consecutive calendar month...

The credits available to Customer under this Section 9.3 shall not exceed ten percent (10%) of the Monthly Base Fee in any given month.

Performance Standard / Objective

On-line availability

Processing Time

Teller

10. Modification Or Termination Of Services

10.1 Modifications to Services

XYZ may modify, amend, enhance, update, or provide an appropriate replacement for the software used to provide the Services.

10.2 Partial Termination by XYZ

XYZ may, at any time, withdraw any of the Services (other than the Core Services) upon providing six (6) months' prior written notice to Customer.

10.3 Partial Termination by Customer

Customer may terminate one or more of the Initial Services upon twelve (12) months' prior written notice of termination to XYZ without payment of the Termination Fee.

11. Termination

11.1 For Convenience or Default By Customer

Customer may terminate this Agreement for convenience upon at least six (6) months' prior written notice to XYZ; provided that Customer pays XYZ an early termination fee ("Termination Fee") in an amount equal to percent () of the Estimated Remaining Value.

11.2 For Cause

If either party fails to perform any material obligations, the non-defaulting party may terminate this Agreement.

11.3 For Insolvency

If either party becomes insolvent or bankrupt, the other party may terminate this Agreement.

12. Termination Assistance Services

12.1 Termination Assistance

Commencing six (6) months prior to the expiration of the Term, or upon any termination of this Agreement for any reason, XYZ shall provide Customer, at Customer's expense, all necessary assistance to facilitate the orderly transition of Services.

At the written request of Customer, given at least days prior to expiration of the Term, XYZ shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.

13. Damages

13.1 Damages

Each party shall be liable to the other party solely for Damages arising out of or relating to their respective performance or failure to perform under this Agreement.

13.4 Limitation of Liability

XYZ's total liability under this Agreement shall not exceed payments made to XYZ by Customer during the nine (9) months prior to the event.

14. Indemnity

14.1.1 By Customer

Customer shall indemnify XYZ from, defend XYZ against, and pay any final judgments awarded against XYZ.

14.1.2 By XYZ

XYZ shall indemnify Customer from, defend Customer against, and pay any final judgment awarded against Customer.

15. Dispute Resolution

15.1 Representatives of Parties

All disputes arising under or in connection with this Agreement shall initially be referred to the account representatives.

15.2 Continuity of Performance

XYZ shall continue to provide the Services and Customer shall continue to pay any undisputed amounts to XYZ.

16. Representations And Warranties

16.1 By XYZ

XYZ represents and warrants that it is a corporation validly existing and in good standing under the laws of Maryland.

16.2 By Customer

Customer represents and warrants that ABC is a corporation validly existing and in good standing under the laws of Delaware.

16.3 Disclaimer of Warranties

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF XYZ AND CUSTOMER, RESPECTIVELY SET FORTH IN SECTIONS 16.1 AND 16.2, XYZ AND CUSTOMER DISCLAIM ALL OTHER WARRANTIES.

17. Confidentiality And Ownership

17.1 Customer Data

Customer shall remain the sole and exclusive owner of all Customer Data and other Confidential Information.

17.4 Confidential Information

"Confidential Information" of a party shall mean all confidential or proprietary information and documentation of such party.

17.6 Security

XYZ shall establish and maintain safeguards against the destruction, loss or alteration of the Customer Data in the possession of XYZ.

18. Regulatory Compliance

During the Term of this Agreement, XYZ shall perform its obligations herein in such a manner as to be in full compliance with all applicable Federal and state laws and regulations.

19. Disaster Recovery

19.1 Disaster Recovery Plan

XYZ shall maintain throughout the Term of the Agreement a disaster recovery plan ("Disaster Recovery Plan") in compliance with all regulatory requirements.

19.3 Resumption of Services

Customer shall have the right to terminate this Agreement without payment of any termination fees if XYZ fails to cure such breach and comply with the Disaster Recovery Plan within seven (7) days after receipt of written notice.

20. General Terms And Conditions

20.1 Force Majeure

Neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions is delayed or prevented by causes beyond its control.

20.2 Transmission of Data

The expense and risk of loss associated with transportation and transmission of data and media between XYZ and Customer shall be borne by Customer.

20.4 Reliance on Data

XYZ will perform the Services on the basis of data, information and/or instructions furnished by Customer.

20.7 Use of Services

Customer shall use the Services only for its own business purposes and to service its banking customers and clients.

20.9 IRS Filing

Customer authorizes XYZ to act as Customer's agent and sign on Customer's behalf the Affidavit required by the Internal Revenue Service on Form 4804.

20.10 Affiliates

All processing for Customer and Customer's subsidiaries and Affiliates which XYZ does shall be included as part of the Services.

20.11 Future Acquisitions

If the Customer expands its operations by acquiring Control of additional financial institutions or experiences a Change in Control, the following provisions shall apply.

21. Miscellaneous Provisions

21.1 Governing Law

This Agreement shall be governed by the internal laws of the State of Delaware.

21.2 Venue and Jurisdiction

The parties consent to venue in Delaware County, Delaware and the Federal District Court for the Delaware District of Delaware.

21.6 Notices

In the case of Customer: ABC Bank Inc., 1 Main Street, Wilmington, DE 08812, Attn: President.

In the case of XYZ: XYZ Corporation, 22 Highland Avenue, Baltimore, MD 20815, Attn: Vice President and General Counsel.

21.13 Financial Statements

Upon Customer's request, XYZ agrees to furnish copies of the then-current annual report within 45 days after such document is made publicly available.

22. Source Code

22.1 Escrow

XYZ has entered into a Master Preferred Escrow Agreement with Acme, Inc. ("Acme"), Account no. .

22.4 Customer's Right to Obtain the Source Code

XYZ hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code upon payment of the then current license fees and the occurrence of specified events.

Signature Sections