Miscellaneous RDC Isolator Document

MISCELLANEOUS RDC ISOLATOR DOCUMENT

This Miscellaneous RDC Isolator Agreement ("Agreement") is entered into by and between Provider: and Client: . Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the design, supply, installation and support of RDC Isolator hardware and/or software solutions that isolate and control remote deposit capture channels, including physical and logical isolation, monitoring, and secure data handling; and

WHEREAS, Client desires to retain Provider to install, configure and maintain an RDC Isolator solution at Client facilities and/or within Client systems under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope, payment, confidentiality, term and termination, and governing law provisions applicable to the services and deliverables described herein.

SCOPE OF WORK

Provider shall perform the services described below and deliver any associated materials, documentation and configuration required for operation of the RDC Isolator. Specific tasks, deliverables and acceptance criteria are as follows:

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of Provider's performance of the Scope of Work. All amounts are due in U.S. dollars unless otherwise agreed in writing.

All invoices are payable within the period set forth in the Payment Schedule. Client shall be responsible for any reasonable collection costs, including attorneys' fees, for overdue payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information, whether in tangible or intangible 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, including technical designs, configurations, security controls, customer data, and financial terms.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by comparable confidentiality obligations, and (c) take reasonable measures to protect the confidentiality of such information. The foregoing obligations shall not apply to information that is or becomes publicly available other than through breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such destruction upon request, except to the extent retention is required by applicable law or reasonable archival policies.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by written notice to the other party.

ADDITIONAL PROVISIONS

The parties acknowledge that installation and maintenance of RDC Isolator components may require scheduled access to Client systems and facilities. Provider shall coordinate with Client to minimize disruption and shall comply with Client's reasonable security and access policies. Provider retains ownership of Provider's pre-existing tools, software and methodologies; any deliverables specifically developed for Client under this Agreement shall be owned as set forth in a separate written statement of work or as otherwise agreed in writing.

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