Banking Group Template

BANKING GROUP TEMPLATE

This Banking Group Agreement (the Agreement) is entered into as of Effective Date: by and between Lead Bank Name: and Member Bank Name: (collectively, the Parties).

WHEREAS

WHEREAS, the Lead Bank has facilities, systems, and operational capabilities and has agreed to coordinate certain shared banking services for the benefit of the Parties pursuant to the terms set forth herein;

WHEREAS, the Member Bank desires to participate in the Banking Group to receive and contribute to services described in this Agreement, and the Parties wish to set forth their respective rights, obligations and payment arrangements;

WHEREAS, the Parties intend for this Agreement to define the scope of work, payment terms, confidentiality protections, and termination mechanics applicable to the shared services relationship.

SCOPE OF WORK

PAYMENT TERMS

Compensation for services performed under this Agreement shall be as follows:

Late payments shall accrue interest at the rate specified below and the defaulting Party shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience by providing prior written notice to the other Party no fewer than days. Termination for material breach shall be effective immediately upon delivery of written notice if the breach remains uncured for a period of thirty (30) days after receipt of such notice.

CONFIDENTIALITY

Each Party (the Receiving Party) shall hold in strict confidence all non-public information disclosed by the other Party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes but is not limited to: client lists, pricing, account identifiers, system architecture, security protocols, and operational procedures.

The Receiving Party shall not use Confidential Information except to perform obligations under this Agreement, and shall not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: without giving effect to principles of conflicts of law that would result in the application of another jurisdiction's laws.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto and any written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid provision shall be revised only to the minimum extent necessary to make it enforceable.

NOTICES

AUTHORIZATION

Each Party represents and warrants that: (a) it has the full corporate power and authority to enter into this Agreement; (b) the person signing this Agreement on its behalf is duly authorized to bind the Party; and (c) the execution and performance of this Agreement will not violate any material agreement or law binding on such Party.

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