Provide a continuation starting with 'section 3. APPOINTMENT', given this agreement: OUTSOURCING AGREEMENT
BY AND BETWEEN
TRI CITY NATIONAL BANK
and
MARSHALL & ILSLEY CORPORATION acting through its division M&I DATA SERVICES
DATED AS OF
February 16, 1998
TABLE OF CONTENTS
Page 1. DEFINITIONS 1.1 Background 1.2 Definitions 1.3 References 1.4 Interpretation 2. TERM 2.1 Initial Term 2.2 Extensions 3. APPOINTMENT 3.1 Performance by M&I Affiliates 3.2 Third Party Services 3.3 Proper Instructions 4. CONVERSION 4.1 Banking Applications 4.2 Development of Conversion Plan 4.3 Conversion Resources 4.4 Conversion Milestones 5. OUTSOURCING OF TRUST SERVICES 6. BANKING APPLICATIONS 6.1 Services to be Rendered 6.2 Banking Application Processing 6.3 Corporate Support Services 6.4 Item Processing Services 6.5 Automated Clearing House Services 6.6 Home Banking and Internet Services 6.7 Retail Delivery Systems 6.8 Visa Check/MasterMoney Card Services 6.9 EFT Services 7. FACILITIES MANAGEMENT 8. FEES 8.1 Fee Structure 8.2 Conversion 8.3 Pricing and Operational Assumptions 8.4 Banking Applications Services 8.5 Corporate Support Services 8.6 Item Processing Services 8.7 Management Services 8.8 Visa Check/MasterMoney Card Services 8.9 EFT Services 8.10 Training and Education 8.11 Excluded Costs 8.12 Disputed Amounts 8.13 Terms of Payment 8.14 Modification of Terms and Pricing 9. PERFORMANCE STANDARDS 9.1 General 9.2 Banking Applications 10. MODIFICATION OR TERMINATION OF SERVICES 10.1 Modifications to Services 10.2 Partial Termination by M&I 10.3 Partial Termination by Customer 10.4 Development of Custom Software
11. TERMINATION 11.1 For Convenience 11.2 For Cause 11.3 Following Change in Control of Customer 11.4 Termination Assistance 12. EVENTS OF DEFAULT; REMEDIES 12.1 By M&I 12.2 By Customer 12.3 Remedies 13. DAMAGES 13.1 Direct Damages 13.2 No Consequential Damages 13.3 Equitable Relief 13.4 Limitation of Liability 13.5 Liquidated Damages 14. INSURANCE AND INDEMNITY 14.1 Insurance 14.2 Indemnity 14.3 Indemnification Procedures 15. DISPUTE RESOLUTION 15.1 Representatives of Parties 15.2 Continuity of Performance 16. REPRESENTATIONS AND WARRANTIES 16.1 By M&I 16.2 By Customer 17. CONFIDENTIALITY AND OWNERSHIP 17.1 Customer Data 17.2 M&I Systems 17.3 Confidential Information 17.4 Obligations of the Parties 17.5 Security 18. MANAGEMENT OF PROJECT 18.1 Account Representatives 18.2 Change Control Procedures 18.3 Reporting and Meetings 18.4 Development Projects and Technical Support 19. REGULATORY COMPLIANCE 20. DISASTER RECOVERY 20.1 Disaster Recovery Plan 20.2 Relocation 20.3 Resumption of Services 20.4 Annual Test 21. GENERAL TERMS AND CONDITIONS 21.1 Force Majeure 21.2 Transmission of Data 21.3 Equipment and Network 21.4 Reliance on Data 21.5 Data Backup 21.6 Balancing and Controls 21.7 Use of Services 21.8 Regulatory Assurances 21.9 IRS Filing 21.10 Affiliates 21.11 Future Acquisitions 22. MISCELLANEOUS PROVISIONS 22.1 Governing Law 22.2 Venue and Jurisdiction 22.3 Entire Agreement; Amendments 22.4 Assignment 22.5 Relationship of Parties 22.6 Notices 22.7 Headings 22.8 Counterparts 22.9 Waiver 22.10 Severability 22.11 Attorneys' Fees and Costs 22.12 Financial Statements 22.13 Publicity 22.14 Solicitation 22.15 No Third Party Beneficiaries 22.16 Construction 23. SOURCE CODE 23.1 Escrow 23.2 Copy of Source Code 23.3 Cost of Escrow 23.4 Customer's Right to Obtain the Source Code 23.5 Use of Source Code