Business CCAR Document

BUSINESS CCAR SERVICE AGREEMENT

This Business CCAR Service Agreement (the Agreement) is entered into by the parties identified below as of the Effective Date.

Parties

Effective Date:

WHEREAS

WHEREAS, Client is engaged in the business of providing banking and capital management services and requires professional services to prepare, review, and support a Comprehensive Capital Analysis and Review submission and related capital planning materials; and

WHEREAS, Consultant represents that it has the necessary experience, personnel, and technical capacity to perform CCAR-related advisory and documentation services, including stress testing support, capital plan drafting, governance documentation, and model validation assistance; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will provide CCAR services to Client.

Scope of Work

Consultant shall deliver the services described below. Consultant shall perform the services in a timely, professional manner consistent with industry standards and applicable regulatory expectations.

Payment Terms

Client shall compensate Consultant as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Initial payment due on or before:

Balance due on or before:

Late payment charge:   Interest on overdue amounts:

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Section, shall continue until the End Date or until the completion of the Services, whichever occurs later.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written, electronic or in any other form, 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 includes, without limitation, models, methodologies, data, financial analyses, governance documents, and regulatory submissions.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to its employees and contractors with a need to know who are subject to confidentiality obligations at least as protective as those in this Agreement, and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Section shall not apply to information that: (i) was known to the receiving party prior to disclosure; (ii) is or becomes generally available to the public through no breach of this Agreement; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. If disclosure is required by law or regulatory process, the receiving party shall provide prompt written notice to the disclosing party to permit the disclosing party to seek protective measures.

Acknowledgement:   Client and Consultant acknowledge and agree to the confidentiality obligations set forth above.

Compliance, Representations and Indemnity

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant represents that its services will be performed in a professional manner in accordance with applicable professional standards. Client represents that it will provide accurate, complete and timely information and access to personnel and systems as reasonably necessary for Consultant to perform the Services.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third party claims to the extent arising from the indemnifying party’s gross negligence or willful misconduct in connection with the performance of this Agreement. This indemnity is subject to the indemnified party providing prompt written notice of any claim and cooperating in the defense and settlement.

Limitation of Liability

Except for liability arising from a party’s gross negligence or willful misconduct or for breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, special, incidental, or punitive damages, and aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the parties cannot resolve the dispute by negotiation within sixty (60) days, either party may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

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