MASTER AGREEMENT

MASTER AGREEMENT (“Agreement”) dated as of July 11, 2016 (“Effective Date”) between Fiserv Solutions, LLC., a Wisconsin limited liability company with offices located at 600 Colonial Center Parkway, Lake Mary, FL 32746 (“Fiserv”), and Fulton Financial Corporation a Pennsylvania corporation with offices located at One Penn Square, Lancaster, PA 17602 (“Client”).

WHEREAS, Client and Fiserv Solutions, Inc. entered into an Agreement dated June 23, 2011, as subsequently amended, inclusive of all associated schedules, exhibits, appendices or attachments (“Prior Agreement”);

WHEREAS, Client and Fiserv agree that, as of the Effective Date, the terms and conditions of this Agreement hereby replace in their entirety the terms and conditions of the Prior Agreement, including for clarity, any and all amendments, schedules, exhibits and attachments;

NOW THEREFORE, in receipt of good and valuable consideration, the sufficiency of which is hereby acknowledged, Fiserv and Client hereby agree as follows:

1.Deliverables.

(a)General. Fiserv, itself and through its Affiliates (as defined herein), agrees to provide to Client and Client Affiliates, Client and Client Affiliates agree to obtain from Fiserv, the services (“Services”) and products (“Products” and, collectively with the Services, “Deliverables”) described in the Exhibits attached to this Agreement (“Exhibits”), subject to the terms, restrictions and obligations set forth in this Agreement and in the applicable Exhibit. References to an “Exhibit” shall include any Schedules (“Schedules”) attached to that Exhibit. The parties may add Deliverables to this Agreement by signing an appropriate new Exhibit or Schedule to this Agreement, as applicable. Each Exhibit will be deemed to incorporate all of the terms of this Agreement. Exhibits and Schedules attached as of the Effective Date are listed below. For purposes of this Agreement, “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means the possession, direct or indirect, of the power to cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Client and Fiserv shall each be primarily responsible for acts or omissions of its own Affiliates, including compliance with the provisions of this Agreement. As of the Effective Date, for purposes of this Agreement, the following Client Affiliates are recipients of the Deliverables hereunder unless otherwise identified in a particular Exhibit: Fulton Bank, N.A., Lafayette Ambassador Bank, Swineford National Bank, FNB Bank, N.A., Fulton Bank of New Jersey, and The Columbia Bank.

(b)Professional Services. Services: (i) to convert Client’s existing applicable data and/or information to the Deliverables, and/or (ii) to implement the Deliverables (collectively, “Implementation Services”) will be provided by Fiserv to the extent applicable to the Deliverables, for the Fees (as defined below), as set forth in the Schedules to the ASP Exhibit, Software Products Exhibit, or Professional and Development Services Exhibit to this Agreement. Client agrees to provide all reasonably necessary cooperation, information and assistance in connection with any Professional Services provided under this Agreement, including Implementation Services to facilitate conversion and/or implementation.

(c)Training Services. To the extent applicable to the Deliverables, Fiserv shall provide training, training aids, user manuals, and other documentation for Client’s use as Fiserv finds necessary to enable Client personnel to become familiar with Deliverables, for the Fees, if any, set forth in the Schedules to the ASP Exhibit, Software Products Exhibit, or Professional and Development Services Exhibit to this Agreement. If requested by Client, classroom training in the use and operation of Deliverables will be provided at a training facility mutually agreed upon by Fiserv and Client.

(d)Third Parties. Subject to the provisions of Section 3 of this Agreement, upon Fiserv’s receipt of Client’s request, Client and Fiserv will use commercially reasonable efforts to work together to mutually agree in writing to the scope of any necessary P&D Services (as defined below) and/or maintenance of Client requested integration to third party solutions on a time and materials basis at Current Rates

(e)Access to Client Location or Environments. To the extent applicable to the Deliverables, Client is responsible for providing Fiserv remote access to Client’s environments for the provision of Deliverables. While assigned to provide Deliverables at a Client location either via remote access or otherwise visiting Client’s facilities, Fiserv employees will: (i) comply with Client’s reasonable safety and security procedures and other reasonable Client rules applicable to Client personnel at those facilities (ii) comply with all reasonable requests of Client personnel, as applicable, pertaining to personal and professional conduct provided and to the extent such procedures and rules are (i) provided to Fiserv in writing and reasonably in advance of Fiserv personnel’s arrival at or required access to Client’s facility or environments, (ii) all such requirements are reasonable in nature and do not conflict with Fiserv’s policies and practices, and (iii) Client shall reimburse any costs incurred by Fiserv in complying with such Client requirements.

(f)Affiliate Use. When an Affiliate of Client is authorized to use a Deliverable, or is otherwise a party to an Exhibit or any Schedules to that Exhibit, then for the purposes of those Deliverables and that Exhibit or Schedule, references to “Client” in this Agreement will be deemed to include the applicable Client Affiliate, and Client shall ensure Client Affiliate’s compliance with all applicable terms of this Agreement.

(g)Authorized Users. References to the “use” of any Deliverable by Client or an authorized Client Affiliate shall also include use by those customers, employees or agents of Client or the Client Affiliate to whom Client is authorized to provide access to the

given Deliverable (“Authorized Users”); provided that: (i) Client agrees to execute an agreement with its Authorized Users or otherwise subject such Authorized User to a written obligation or such Authorized User is subject to a professional obligation of confidentiality sufficient to require compliance with the terms of the Agreement relevant to the given Deliverable and otherwise sufficient to enable Client to comply with its representations, warranties and obligations under the Agreement and any relevant Exhibit or Schedule; (ii) Client shall remain responsible for its Authorized Users’ compliance with such terms and obligations; and (iii) Client shall complete all security and profile procedures and set up for its Authorized Users (and prospective Authorized Users) required by Fiserv.

(h)Notwithstanding the foregoing, Authorized Users may not sublicense, sell, rent, lease, give, transfer, assign, convey, or otherwise dispose of the access to or use of the Deliverables except as expressly provided otherwise in this Agreement. For clarity, this restriction shall not apply to a change in the authorized party identified on the account of Client’s customer.

(i)Regulatory Requirements. Client shall comply with all regulatory requirements as applicable to Client’s receipt of the Deliverables and as required by regulatory authorities having jurisdiction over Client.

(j)Client Insurance. Client shall (i) obtain and maintain at Client’s own expense appropriate casualty and business interruption insurance coverage for loss of records from fire, disaster, or other peril as would reasonably be expected to be insured under a property-related insurance policy; and (ii) obtain and maintain at its own expense any appropriate crime or fidelity bond insurance coverage for loss of or damage to money, securities, and other property sustained by Client, or for which Client holds for others, as would reasonably be expected to be insured under a related insurance policy. Client shall be responsible for: (a) appropriate property insurance covering all Equipment at full replacement value, whether Client-owned or Fiserv-owned, within Client’s premises; and (b) commercial general liability insurance with combined limits of $1,000,000.00 per occurrence per location with $2,000,000.00 general aggregate coverage for bodily injury and property damage.

(k)Fiserv Insurance. Fiserv carries the following types of insurance policies:

Within 30 days following the Effective Date and upon written request by Client not more than once per calendar year thereafter, Fiserv agrees to furnish to Client a standard ACORD Certificate of Insurance fully executed by an authorized representative of the insurance company or companies rated A-VIII or higher by A. M. Best Company and demonstrating Fiserv’s maintenance of insurance policy or policies required by this paragraph. The certificate must state that Client is an additional insured under the Commercial General Liability insurance policy, which must include a contractual liability endorsement to cover Fiserv’s obligations under this Agreement. Coverage must be on an occurrence rather than a claims-made basis. Such policy shall (1) not contain a cross-liability exclusion or exclusion for punitive or exemplary damages when insurable under law and (2) require its insurer to waive all rights of subrogation against Client’s insurers.

(a)Parties to the Agreement. References to a “party” or the “parties” means Fiserv, Client and their respective Affiliates, if applicable. Any other person or entity is considered a “Third Party”.

2.Fees for Deliverables.

(a)    General. Client agrees to pay Fiserv: (i) fees for Deliverables (including subscription fees, per unit or transaction fees, estimated fees for the following month as described in this Agreement), including as specified in the Exhibits or associated Schedules, (ii) out-of-pocket and other additional charges pursuant to Section 2.(c), (iii) License Fees, (iv) Maintenance Fees, (vi) Professional Services Fees, (collectively “Fees”) and (vii) Taxes as defined in Section 2.(d). Fees may be increased as set forth in the Exhibits or as described in Section 2.(m) below. If no Professional Services Fees are set forth for any Professional and Development Services (“P&D Services”), such P&D Services shall be at Fiserv’s Current Rates. “Current Rates” collectively means Fiserv’s then current hourly or daily Professional Service Rates (as defined in the Software Products Exhibit), as further described in Section 2.(i) below, as applicable, plus any materials fees and any Additional Charges as set forth in Section 2.(c).

(b)    Fiserv shall timely reconcile Fees paid by Client for the Services for the month and the fees and charges actually due Fiserv based on the greater of the minimum monthly fees or Client’s actual use of the Services for such month. Fiserv shall either issue a credit to Client or provide Client with an invoice for any additional fees or other charges owed.

(c)    Additional Charges. Client shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Fiserv in connection with the Deliverables whether or not set forth in a Schedule. As applicable, such out-of-pocket expenses shall be incurred in accordance with Fiserv’s then-current corporate travel and expense policy, which shall be provided by Fiserv to Client upon request. If an out-of-pocket expense is listed in an Exhibit, such expense may be changed to reflect charges issued by the applicable third party vendor.

(d)    Taxes. Client is responsible for the payment of all sales, use, excise, value added, withholdings and other taxes and duties however designated that are levied by any taxing authority relating to the Deliverables, excluding taxes based on Fiserv’s net income (“Taxes”). All Fees or any other charges under any Exhibit are exclusive of Taxes. Client shall reimburse Fiserv for those Taxes that Fiserv is required to remit on behalf of Client.

(e)    Payment Terms. All invoices shall be sent electronically on or before the 15^th day of the current month to such address or person as designated by Client from time to time. Fiserv shall provide Client with documentation and appropriate detail supporting the amounts invoiced, including volumes, transmissions, transactions or other volume related detail needed by Client to validate the invoices provided by Fiserv hereunder on a monthly basis. Invoices are due and payable upon Client’s receipt of such invoice but in any event not later than the 30^th day of the month. Client shall pay Fiserv through the Automated Clearing House (“ACH”) unless otherwise set forth in the Exhibits or otherwise mutually agreed between the parties. [CONFIDENTIAL TREATMENT REQUESTED] Client shall neither make nor assert any right of deduction or set-off from amounts invoiced except by application of Fiserv issued credit against such invoice. Fiserv’s failure to send an invoice shall not relieve Client of its obligation to pay any amounts due and owing, provided however, Client shall not be obligated to pay invoices which are received more than [CONFIDENTIAL TREATMENT REQUESTED] after the last day work was performed with respect to the fees in such invoice and Client shall not dispute invoice amounts more than [CONFIDENTIAL TREATMENT REQUESTED] after the invoice date.

(f)    License Fee Payment Timetable. For each module of Software licensed hereunder, Client shall pay License Fees as follows:

(g)    Maintenance Fee Payment Timetable. Maintenance Fees shall be payable annually in advance [CONFIDENTIAL TREATMENT REQUESTED]. For Clarity, for any Software that Client previously licensed from Fiserv, Client shall continue to pay the annual maintenance Fee under this Agreement which shall be prorated to December 31^st of the current year.  Thereafter, Client shall pay the annual Maintenance Fee annually in advance for each 12 month period January 1 to December 31 (“Maintenance Period”). For the avoidance of doubt, Client shall not be obligated to pay the Maintenance Fees for the same period for the same Software under this Agreement and under the Prior Agreement.

(h)    Professional Services Fees. Client shall pay Fiserv Fees for each Project as set forth in each Schedule to the Professional and Development Services Exhibit (“Professional Services Fees”). Any estimates of Professional Services Fees and completion dates are referenced solely for the purpose of allowing Client to plan its budgets and schedules based upon information available at the time the Schedule is executed. Daily or hourly rates quoted in a Schedule, if any, will be valid for 3 months from the effective date of such Schedule. Thereafter, they will be subject to change by Fiserv on 30 days’ prior written notice to Client.

(i)    The following Fiserv standard Professional Services Rates, [CONFIDENTIAL TREATMENT REQUESTED], and represent “Current Rates” for the Initial Term:

(j)    Professional Services Fees. Fees for any installation, conversion, or training services to be provided by Fiserv for a Project shall be specified in each Schedule, along with any required or applicable delivery dates. Unless otherwise set forth in a Schedule or unless during the initial implementation period, Client shall pay Professional Services Fees 50% upon commencement of Project under an applicable Schedule and 50% upon Project completion.

(k)    Special Maintenance Fees (as defined in the Software Products Exhibit) shall be paid for each Maintenance Period commencing 30 days following delivery of the applicable Modification, prorated to December 31^st of the current year for each new Modification, and annually in advance thereafter.

(l)    For Modifications (as defined in the Software Products Exhibit), unless otherwise mutually agreed in writing between the parties for any specific Modification(s), Fiserv reserves the right to charge Client at Current Rates for any necessary retrofitting services when releases of the Software or Fiserv System(s) to which a Development Services Project relates are made generally available. For clarity retrofit services for Signature modifications includes:

(m)    Adjustments. Fiserv may increase the fees (including for all recurring, ongoing, and other future fees) annually effective each January 1 upon notice to Client; provided that each such increase shall be limited to the increase in the U.S. Department of Labor, Consumer Price Index for All Urban Consumers excluding ‘Food’ and ‘Gas’ (“CPI-U”) for the most recently available 12-month period preceding such 30-day notice period, or [CONFIDENTIAL TREATMENT REQUESTED]. Notwithstanding the foregoing, Fiserv reserves the right to increase the Fees if: (i) Client exceeds currently licensed volume of Software or if Client exceeds or falls below current tier pricing for ASP Services (including number of accounts, named users, workstations, etc.) of a given Deliverable compared to any limits or restrictions applicable to such Deliverable or as otherwise provided to or estimated by Fiserv during the discovery process to the agreed upon fees for the agreed upon tiers; (ii) Client purchases additional Deliverables. Fiserv may increase the Fees charged for products or services provided by a Third Party through Fiserv and for which Fiserv charges on a ‘pass-through’ basis (“Third Party Pass Through”) by the amount of increase from the third party, if Fiserv’s Third Party providers increase their fees or charges. For clarity, Maintenance Fees in the Software Products Exhibit may also be subject to increase following delivery of new Software releases, Enhancements, or any other changes or additions to the Software provided by Fiserv as a result of Client-requested Software or P&D Services. Notwithstanding the foregoing, Fiserv reserves the right to increase its fees ([CONFIDENTIAL TREATMENT REQUESTED]) or charge Client for Client’s share of direct Fiserv costs of maintaining regulatory compliance as required by Section 4.(a)(iii) of the ASP Service Exhibit, and/or meeting relevant third party

standards (such as PCI-SSC’s Payment Card Industry Data Security Standard) provided such charge is applied generally to Fiserv’s clients receiving similar service(s).

(n)    In the event that Fiserv discontinues a non-material or non-core processing product or service or outsources a product or service to a third party, such as pursuant to Section 4.(b) of the ASP Services Exhibit, the following provisions shall apply:

For the avoidance of doubt, this Section does not grant Fiserv a right to terminate a non-material or non-core processing product or service other than in the event Fiserv’s agreement with its third party provider is terminated.

(o)    [CONFIDENTIAL TREATMENT REQUESTED].

(p)    Holdover.  Upon any termination or expiration of the Agreement or an Exhibit, Services provided after the applicable termination date, expiration date, or final processing date specified by Client (“Holdover”) will be provided subject to Fiserv’s capacity and will be invoiced at then current fees under the applicable Schedule plus a holdover premium of [CONFIDENTIAL TREATMENT REQUESTED], unless such Holdover is due to Fiserv’s action or inaction.

(q)    Deconversion Charges. Client agrees to pay Fiserv’s then current deconversion charges (see Appendix 1 to this Agreement) in connection with Client’s deconversion from the Fiserv System. Deconversion activities for the orderly transition of the Services from Fiserv’s system to another system will include the following types of services upon Client’s written request (and to the extent Client’s new service provider is involved, subject to Fiserv, Client, and such service provider entering into a commercially reasonable confidentiality agreement acceptable to the applicable parties), and on a time and materials basis at Current Rates as mutually agreed in writing between the parties in a Statement of Work.

(r)    [CONFIDENTIAL TREATMENT REQUESTED].

 

3.Confidentiality and Ownership. The provisions of this Section 3 survive any termination or expiration of this Agreement.

(a)Definitions.

customer lists, work flow processes, business requirements, business plans, information security plans, business continuity plans, and proprietary software programs; (C) “non-public personal information” as defined in Title V of the Gramm-Leach-Bliley Act or the regulations issued thereunder (“GLB”) about Client’s customers and/or employees or any personally identifiable information, defined as information that can be identified to a particular person without unreasonable effort, such as the names and social security numbers of Client’s individual customers and/or employees, and Client customer account related information(“Client PII”); and (D) any other information received from or on behalf of Client or its Affiliates that Fiserv could reasonably be expected to know is confidential.

(b)Obligations. Recipient agrees to hold as confidential all Information it receives from the Discloser. All Information shall remain the property of Discloser or its suppliers and licensors. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. Recipient may only use Information for the lawful purposes contemplated by this Agreement, including in the case of Fiserv use of Client Information for fulfilling its obligations under this Agreement, performing, improving and enhancing the Deliverables, and developing data analytics models to produce analytics-based offerings. Client agrees that prior to providing Fiserv access to any Client PII, Client shall ensure that any necessary consent has been obtained that is required by law or regulation for Fiserv to access the information and to use it pursuant to the terms set forth in this Agreement. Fiserv specifically agrees not to use or disclose any Client PII in any manner prohibited by GLB as applicable to Fiserv. Notwithstanding the foregoing, (i) either party as Recipient may disclose Information to: (A) its officers, directors, and employees and employees of permitted subcontractors and Affiliates who have a need to know; (B) its attorneys and accountants as necessary in the ordinary course of its business; and (C) any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with (or in the case of clause (B) a professional obligation of confidentiality from) such party sufficient to require that party to treat Information in accordance with the requirements of this Agreement, and Recipient will remain responsible for any breach of this Section 3 by any of the above parties; and (ii) Fiserv as Recipient may also disclose Client Information to third party vendors designated by Client. Recipient may disclose Information to the extent required by law or legal process, provided that: (A) Recipient gives Discloser prompt notice, if legally permissible, so that Discloser may seek a protective order; (B) Recipient reasonably cooperates with Discloser (at Discloser’s expense) in seeking such protective order; and (C) all Information shall remain subject to the terms of this Agreement in the event of such disclosure. Recipient will promptly provide Discloser with notice of any actual or threatened breach of the terms of this Section 3 or any other unauthorized disclosure of Discloser’s Information and any reasonably requested assistance. At Recipient’s option, Information will be returned to Discloser or destroyed (except as may be contained in back-up files created in the ordinary course of business that are recycled in the ordinary course of business over an approximate 30- to 90-day period or such longer period as required by applicable law or Client’s records management program) at the termination or expiration of this Agreement or the applicable Exhibit and, upon Discloser’s request, Recipient will certify to Discloser in writing that it has complied with the requirements of this sentence. Recipient acknowledges that any breach of this Section 3 may cause irreparable harm to Discloser for which monetary damages alone may be insufficient, and Recipient therefore acknowledges that Discloser shall have the right to seek injunctive or other equitable relief against such breach or threatened breach, in addition to all other remedies available to it at law or otherwise.

(c)Ownership.

(d)Restrictions. Without limiting any other obligation set forth in this Section 3, Client shall not use, transfer, distribute, interface, integrate, or dispose of any information or content contained in Deliverables in any manner that competes with the business of Fiserv. Except as expressly authorized in this Agreement or any Exhibit, Client shall not: (i) use or access the Deliverables to provide services to third parties; or (ii) disclose, reproduce, republish or offer any part of the Deliverables (or compilations based on any part of the Deliverables) for sale or distribution in any form, over or through any medium.

(e)Residuals. Nothing contained in the Agreement shall restrict either party from the use in its business of any ideas, concepts, know-how, or techniques contained in Information accessed by such party in connection with the Services that are related to its business activities and retained in the unaided memory of such party’s employees.

(f)Confidentiality of this Agreement. Fiserv and Client agree to keep confidential the prices, terms and conditions of this Agreement, except: (i) for valid business needs of either party where there is specific written permission from the other party; and (ii) as hereafter provided:

(g)Survival. The provisions of this Section 3 shall survive any termination of expiration of this Agreement (or any part thereof).

4.Information Security.

(a)General. Fiserv has implemented and shall maintain an information security program that is designed to meet the following objectives as required by the GLB Interagency Guidelines Establishing Information Security Standards designed to meet the following objectives: (i) protect the security and confidentiality of customer information (as defined in GLB) ; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer; and (iv) ensure the proper disposal of “consumer information” (information obtained from “consumer reports” as defined in the Fair Credit Reporting Act). Fiserv shall make available upon Client’s written request or electronically (collectively, “Delivery Mechanism”) to allow Client to review any associated audit reports as described in Section 10.(d) and (e) of this Agreement to assess whether its information security program meets the foregoing objectives, summaries of test results as described in Sections 4.(f) and 6.(c) of the ASP Services Exhibit to this Agreement, summary business continuity plan framework for all relevant Fiserv business units, an annual copy of Fiserv’s overview of risk management procedures with subcontractors, and any follow up reports or tracking of information security issues. Fiserv shall also take appropriate actions to address incidents of unauthorized access (“Security Incident”) to Client’s “sensitive customer information” (as defined in GLB), including notification to Client as soon as possible, but in any event not later than 48 hours of any such Security Incident. Fiserv agrees to provide Client with all reasonable assistance required to comply with applicable laws that require the notification of individuals in the event of a Security Incident. In the event of a Security Incident, Client will assume responsibility for informing all such individuals in accordance with applicable law. Fiserv will make no notification except as authorized by Client or required by law. As required by PCI-SSC or the applicable regulatory agency having jurisdiction over Client, Fiserv may disclose information regarding any such Security Incident involving cardholder data to PCI-SSC and such agency.

(b)Fiserv Plan. Via the Delivery Mechanism, Fiserv shall provide to Client a summary of Fiserv’s written information security plan for the applicable Services received by Client, and thereafter upon Client’s request will provide updates on the status of such information security plan.

(c)Data Encryption. As applicable to the Deliverables received by Client, Client and Fiserv agree to comply with Fiserv’s then-current data encryption policies and controls regarding transmission to and from Fiserv of tapes, images, and records maintained and produced by Fiserv for Client in connection with the Deliverables (“Client Files”), or other data in connection with the Deliverables (collectively, “Data”). If Client requests or requires Fiserv to send, transmit, or otherwise deliver Data to Client or any third party in a non-compliant format or manner, or Client (or third party on Client’s behalf) sends, transmits or otherwise delivers Data to Fiserv in a non-compliant format or manner, then, notwithstanding any other provision of this Agreement: (i) Client understands and accepts all risk of transmitting Data in an unencrypted or otherwise noncompliant format; and (ii) Client releases, discharges, and shall indemnify and hold harmless Fiserv and its employees, officers, directors, agents, and Affiliates from any and all liability, damage, or other loss under this Agreement or otherwise suffered by or through Client or suffered by any of the indemnified entities arising out of the transmission, destruction, or loss of such Data, including without limitation any information security or privacy breach related to such Data except for willful misconduct or gross negligence by Fiserv.

5.Hiring and Employment.

(a)Background Checks. Neither party shall knowingly permit any of its employees to have access to the premises, records or data of the other party when such employee: (i) uses drugs illegally; or (ii) has been convicted of a crime in connection with a dishonest act or a breach of trust, as set forth in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. 1829(a). Consistent with Fiserv’s employment practices, newly hired Fiserv employees: (i) as from 1996, are required to pass a pre-employment criminal background check; and (ii) as from 1993, are required to pass a pre-employment drug screening, as permitted by law. Upon Client’s reasonable request and at its expense, Fiserv agrees to perform additional reasonable background checks on those of Fiserv’s employees who will have access to Client facilities or Client’s networks and computer systems located at Client facilities. The results of all such background checks shall be retained solely by Fiserv.

(b)Equal Employment. Fiserv agrees that it shall abide by the requirements of Presidential Executive Order 11246, appearing at 41 CFR §§60-1.4(a), 60-300.5(a), 60-741.5(a), and as amended by the Executive Order dated July 21, 2014. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

(c)Recruitment of Employees. Neither party shall, without the other party’s prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee while such person is employed by the other party and for the 6-month period starting on the earlier of: (i) termination of such Restricted Employee’s employment; or (ii) termination or expiration of the Agreement. “Restricted Employee” means any former or current employee of either party or its Affiliates of whom the other party became aware or came into contact during Fiserv’s performance of its obligations under this Agreement. This restriction shall not apply to persons replying to the internet or other such general advertisements not targeted at the employees of the other party.

6.Warranties.

(a)By Fiserv. Fiserv warrants that: (i) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all regulations directly and unambiguously applicable to Fiserv in the performance of its obligations under this Agreement as a supplier of software and technology services to financial institutions. For the avoidance of doubt, nothing in this Agreement or any Schedule shall extend or reset any Warranty Periods for any Software previously licensed under the Prior Agreement.

(b)By Client. Client represents and warrants that: (i) no contractual obligations exist that would prevent Client from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it and its Authorized Users will comply with the relevant terms of this Agreement as well as all laws, rules, regulatory requirements and industry standards applicable to the receipt and use of Deliverables, including without limitation providing any required notice, privacy policies and other such information to its Authorized Users using a given Deliverable.

(c)THE WARRANTIES STATED ABOVE AND IN THE EXHIBITS, IF ANY, ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE PARTIES. FISERV DOES NOT REPRESENT THAT THE DELIVERABLES MEET THE NEEDS OF CLIENT’S INTENDED USE OF THE DELIVERABILES OR THAT THE OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE DELIVERABLES AND THEIR APPLICATION TO CLIENT’S NEEDS. FISERV DISCLAIMS, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. NOTWITHSTANDING THE FOREGOING, UNLESS EXPRESSLY SET FORTH HEREIN, FISERV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF ANY THIRD PARTY PROVIDER. FURTHERMORE, CLIENT MAY NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF FISERV OR ANY OF ITS THIRD PARTY PROVIDERS TO ANY OF CLIENT’S AFFILIATE, AUTHORIZED USERS OR ANY OTHER THIRD PARTY WITHOUT FISERV’S PRIOR WRITTEN CONSENT.

(d)The terms of this Section 6 shall survive termination of the Agreement or any parts thereof

7.Limitation of Liability. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT FOR LOSS OF GOODWILL, LOST PROFITS, LOST REVENUE OR OPPORTUNITY, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE [CONFIDENTIAL TREATMENT REQUESTED] PRECEDING THE DATE THE CLAIM ACCRUED; PROVIDED THAT FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO [CONFIDENTIAL TREATMENT REQUESTED] PRECEDING THE DATE THE CLAIM ACCRUED (“AGGREGATE CAP”). IN NO EVENT WILL FISERV’S AGGREGATE LIBILITY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT EXCEED THE AGGREGATE CAP

Notwithstanding the foregoing, Fiserv’s aggregate liability for a default relating to Third Party Software or Equipment shall be limited to the amount paid by Client to Fiserv for the applicable Third Party Software or Equipment.

8.Term and Termination.

(a)Term. Except as set forth in the table below, this Agreement, Exhibits, and Schedules hereto shall be effective on the Effective Date and remain in effect until [CONFIDENTIAL TREATMENT REQUESTED] (the “Initial Term”), unless otherwise terminated as provided herein. Unless written notice of non-renewal is provided by either party at least [CONFIDENTIAL TREATMENT REQUESTED] prior to expiration of the Initial Term or any renewal term, the Services shall automatically renew for additional term(s) [CONFIDENTIAL TREATMENT REQUESTED].

(b)The term for Deliverables may be set forth in the applicable Exhibit or Schedule. An Exhibit or Schedule that does not state a term will be effective from its last date of execution until terminated in accordance with this Agreement or the Exhibit.

(c)Termination.

then Fiserv may, upon written notice, terminate the Agreement and be entitled to recover from Client as an amount equal to the [CONFIDENTIAL TREATMENT REQUESTED] of the Agreement. For purposes of the preceding sentence, present value shall be computed using the “prime” rate (as published in The Wall Street Journal) in effect at the date of termination and [CONFIDENTIAL TREATMENT REQUESTED].

Unless Client destroys all copies of the Software and provides written certification to Fiserv of said destruction within 10 days of receipt of written notice from Fiserv following termination of the applicable Schedule, Fiserv shall have the right to take immediate possession of the Software and all copies thereof wherever located without further notice or demand. In addition, upon termination for any reason other than Fiserv’s uncured material default pursuant to Section 8(b)(i) of the Agreement, all remaining Maintenance Fees through the end of the then current term of Maintenance Services for each Schedule or this Agreement, as applicable, shall be accelerated and multiplied by the applicable Multiplier % set forth in the table in Section ii. above, and Client shall pay all such accelerated fees to Fiserv pursuant to the payment terms set forth in the Agreement.

(e)Liquidated Damages. Client understands and agrees that Fiserv losses incurred as a result of any early termination would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement (or applicable part thereof) terminates. Accordingly, the amounts set forth in Sections 8.(d) above represent Client’s agreement to pay and Fiserv’s agreement to accept as liquidated damages (and not as a penalty) such amount for any such termination.

(f)Return of Client Files.  Upon expiration or termination of the Agreement or any Schedule to this Exhibit, Fiserv shall furnish to Client such copies of Client Files as Client may request in a Fiserv standard format, and shall provide such information and assistance as is reasonable and customary to enable Client to deconvert from the Fiserv System; provided, however, that Client authorizes Fiserv to retain Client Files until: (i) Fiserv is paid in full for all amounts due for all Services provided through the date such Client Files are returned to Client; (ii) Fiserv is paid its then standard rates for the services necessary to return such Client Files; (iii) if the Agreement or applicable Schedule is being terminated, Fiserv is paid any applicable termination fee pursuant to Section 8.(d)(i) or Section 8.(d)(ii) above.  Promptly following Fiserv’s final use of Client Files for processing, Fiserv and Client shall meet to discuss the disposition of the Client Files in Fiserv’s possession. Fiserv shall advise Client of the inventory of files in Fiserv’s possession relating to such final processing by Fiserv and Client shall advise Fiserv of its request to receive such Files or for Fiserv to destroy such files. Unless directed by Client in writing to the contrary, Fiserv shall be permitted to destroy Client Files any time after 30 days from the final use of Client Files for processing. Upon Client request following destruction of Client Files, Fiserv shall provide to Client a certification of such destruction within a reasonable time of such request.

(g)Miscellaneous. Client is responsible for the deinstallation and return shipping of any Fiserv-owned equipment located on Client’s premises

(h)Remedies. Remedies contained in this Section 8 are cumulative and are in addition to the other rights and remedies available to Fiserv under this Agreement, by law or otherwise.

9.Dispute Resolution.

(a)Informal. Before initiating legal action against the other party relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, either party may request that each party designate an officer or other management employee with authority to bind such party to meet to resolve the dispute or claim. If the dispute is not resolved within 30 days of the commencement of informal efforts under this paragraph, either party may pursue formal legal action. This paragraph will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a party from pursuing injunctive or other equitable relief to which it may be entitled.

(b)Except with respect to disputes arising from a misappropriation or misuse of either party’s proprietary rights, any dispute or controversy arising out of this Agreement, or its interpretation, shall be submitted to and resolved exclusively by arbitration under the rules then prevailing of the JAMS arbitration organization, upon written notice of demand for arbitration by the party seeking arbitration, setting forth the specifics of the matter in controversy or the claim being made. The arbitration shall be heard before an arbitrator mutually agreeable to the parties; or, failing that, in accordance with the procedure described in Rule 15 of the JAMS Comprehensive Arbitration Rules and Procedures effective July 1, 2014, or its then-current analogue. The arbitrators will be selected from a panel of persons having experience with and knowledge of information technology and at least 1 of the arbitrators selected will be an attorney. Discovery shall not be permitted. A hearing on the merits of all claims for which arbitration is sought by either party shall be commenced not later than 60 days from the date demand for arbitration is made by the first party seeking arbitration. The arbitrator(s) must render a decision within 10 days after the conclusion of such hearing. Any award in such arbitration shall be final and binding upon the parties and the judgement thereon may be entered in any court of competent jurisdiction.

(c)Applicable Law. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1 – 16 and the Federal Rules of Evidence. The arbitrators shall apply the substantive law of the State of Pennsylvania, without reference to provisions relating to conflict of laws. The arbitrators shall not have the power to alter, modify, amend, add to, or subtract from any term or provision of this Agreement, nor to rule upon or grant any extension, renewal, or continuance of this Agreement. The arbitrators shall have the authority to grant any legal remedy available had the parties submitted the dispute to a judicial proceeding.

(d)Situs. If arbitration is required to resolve any disputes between the parties, the proceedings to resolve first such dispute shall be held in Lancaster, Pennsylvania, the proceedings to resolve the second such dispute shall be held in Milwaukee, Wisconsin, and the proceedings to resolve any subsequent disputes shall alternate between Milwaukee, Wisconsin and Lancaster, Pennsylvania.

(e)Affiliate Claims. All claims and disputes of either party’s Affiliate against the other party arising out of or related to the Agreement shall be made exclusively by, through and in the name of Fiserv or Client, as applicable.

10.Audit.

(a)Fiserv Operations and Security. Fiserv is regulated by the Federal Financial Institutions Examination Council (FFIEC) and is subject to certain examinations by FFIEC regulators and agencies. Client acknowledges and agrees that during the term of this Agreement and for a period of 1 year thereafter, reports of such examination of Fiserv business units are available to Client directly from the relevant FFIEC agencies. Fiserv employs an internal auditor responsible for reviewing the integrity of its processing environments and internal controls. Except as set forth otherwise in the Agreement, no further audit rights regarding Fiserv’s operations or security controls are granted by this Agreement.

(b)Regulator Request for Information. Fiserv shall provide, at no additional charge, through the Delivery Mechanism or as otherwise agreed, the necessary information reasonably requested by Client with respect to Fiserv or Fiserv’s Affiliates, including without limitation, each Affiliate’s business continuity, disaster recovery and security matrices or other plans or documentation, as necessary in order for Client to comply with Client’s regulators’ request. If Client requested information is not readily available or requires Fiserv to create or compile such information to fulfill Client’s request, the scope of such information shall be mutually agreed prior to Fiserv’s provision of such information, on a time and materials basis at the Current Rates.

(c)Billing Records. Upon Client’s reasonable request in writing no more frequently than once every 12 months, Fiserv shall provide Client with documentation supporting the amounts invoiced by Fiserv hereunder for the 12-month period preceding such Client request. If such documentation reveals the amounts paid to Fiserv exceed the amounts to which Fiserv is entitled and such amounts are independently verified, Fiserv shall promptly remit or otherwise credit to Client the amount of such overpayment. Conversely, if such documentation reveals the amounts paid to Fiserv are less than the amounts owed, Client shall promptly remit the amount of such underpayment. Invoices dated prior to the 12-month review period hereunder shall be deemed correct. Fiserv reserves the right to charge Client for any assistance required in connection with such an audit at Fiserv’s then-current rates, unless such audit reveals an overcharge of more than 10%, in which case such audit shall be at Fiserv’s expense.

(d)Operations Audits. Fiserv provides for periodic, independent audits of its operations, which shall include an annual SSAE 16 Type II audit for the following Services. Upon Client request Fiserv shall provide Client with a copy of such independent audit report(s) of the Fiserv service center(s) providing the Services within a reasonable time after its completion. Fiserv reserves the right to charge each client a fee for the annual SAS70 or SSAE-16 audit [CONFIDENTIAL TREATMENT REQUESTED]. If material deficiencies affecting the Services are noted in such audit report, Fiserv will develop and implement an action plan to address and resolve any such deficiencies within a commercially reasonable time, in any event, within the timeframe required by the applicable regulatory or governmental entity, at Fiserv’s expense.

[CONFIDENTIAL TREATMENT REQUESTED]

(e)Service Center Assessment. Once annually per Service, per location, Client may conduct a reasonable examination of Fiserv’s operations in relation to Fiserv’s performance of the Services (“Client Review”) as Client’s third party technology services provider (“TSP”), consistent with the FFIEC IT Examination Handbook and related guidelines, upon at least 30 days’ prior advance notice to Fiserv and subject to the following:

(f)Model Validation. In the event that Fiserv deploys a model as part of delivery of its Service which Fiserv agrees requires validation consistent with OCC Bulletin 2011-12 by Fiserv with regard to Fiserv’s use of such model, Fiserv will validate such model in accordance with the guidance in OCC Bulletin 2011-12 as it applies to a service provider. Client shall remain responsible for its own model validation in accordance with OCC Bulletin 2011-12, as it applies to a financial institution. Fiserv shall provide to Client at no additional charge, a copy of its model validation report(s) which are provided by Fiserv generally to its client base at no additional charge, within a reasonable time after its completion. [CONFIDENTIAL TREATMENT REQUESTED].

(g)Customer Complaints. In the event Fiserv interacts with Client customers in direct, two-way communication with such customers without Client involvement in the course of performing the Services (“Customer Communication”), currently with respect to the CashEdge Services, CheckFree Services, and Card Services as described in the applicable Schedule, then Fiserv will use commercially reasonable efforts to inform Client of (i) any actual written or oral expressions of dissatisfaction by Client’s customers about the Services or a Fiserv policy, procedure, process, practice or employee, including an allegation of wrongdoing by Fiserv that are directly received by Fiserv during such communications (“Complaints”), as well as (ii) Fiserv’s response to such customers regarding such Complaints. Fiserv shall make standard reports of Complaints and Fiserv’s responses available to Client upon Client request.

11.General.

(a)Fiserv’s Review of Regulatory / Industry. The Privacy Counsel and other members of the Fiserv Legal Department continually monitor new regulations and laws to assess their impact on Fiserv and Fiserv’s services to its clients, as well as the impact on Fiserv policies, standards, and practices. The Privacy Counsel sends a weekly summary of relevant regulatory developments to the members of the Fiserv Enterprise Risk & Compliance Committee. This committee is comprised of compliance and risk leaders and practitioners from across the Fiserv business units and operating entities who also monitor new regulations and laws relevant to their business units and functions, and meet at least monthly with the Privacy Counsel and key members of ERR to discuss relevant issues and devise compliance plans. [CONFIDENTIAL TREATMENT REQUESTED].

(b)[CONFIDENTIAL TREATMENT REQUESTED]:

(c)Binding Agreement; Assignment. This Agreement is binding upon the parties, their participating Affiliates, and their respective successors and permitted assigns. Except as otherwise provided for herein, neither this Agreement nor any part thereof or interest therein may be sold, assigned, transferred, novated, pledged, or otherwise disposed of by the other party, whether pursuant to change of control (which includes without limitation a direct or indirect change in the controlling interest a party, its parent company or its ultimate parent company or a sale of all or substantially all of a party’s assets), by operation of law or otherwise, without the other party’s prior written consent, which shall not be unreasonably withheld or unduly delayed. If the organization to which such a transfer by Client is proposed derives more than 5% of its gross revenues from providing service bureau, time share, computer software consulting services, computer software licensing, or computer hardware sales, Fiserv shall be under no obligation to consent to such transfer.

(d)Subcontract. Client agrees that Fiserv may assign all or part of this Agreement to an Affiliate and may subcontract any obligations to be performed hereunder; provided that as part of Fiserv’s vendor management, Fiserv shall have completed appropriate due diligence regarding such subcontractor prior to its engagement, Fiserv shall monitor the performance of its Affiliates and subcontractors, including conducting a risk assessment of each subcontractor, and provided further than any such subcontractors and Affiliates shall be required to comply with all applicable terms and conditions of this Agreement, and Fiserv shall remain primarily liable for the performance of any such subcontractors and Affiliates. Fiserv will also provide as described in Section 4.(a) of this Agreement, through the Delivery Mechanism, a list subcontractors that have access to Client PII where a ‘subcontractor’ means a third party vendor, provider or supplier to whom Fiserv contracts out a specific portion of the Deliverables provided to Client under this Agreement. Client will facilitate timely cooperation with Fiserv’s subcontractors, if any, in order for Fiserv to provide the Deliverables.

(e)Entire Agreement; Amendments. As of the Effective Date, this Agreement, including its Exhibits and Schedules, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto and the terms of all existing or future purchase orders and acknowledgments. Each party hereby acknowledges that it has not been induced to enter into this Agreement by virtue of, and is not relying on, any representation made by the other party not embodied herein, any term sheets or other correspondence preceding the execution of this Agreement, or any prior course of dealing between the parties, including without limitation any statements concerning product or service usage or the financial condition of the parties. The protections of this Agreement shall apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Changes to this Agreement must be in writing and signed by duly authorized representatives of the parties.

(f)Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

(g)Governing Law; Jury Trial Waiver. This Agreement will be governed by the substantive laws of the State of Pennsylvania, without reference to provisions relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective Affiliates arising under this Agreement.

(h)Force Majeure. With the exception of Client’s payment obligations, neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

(i)Notices. Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized overnight courier service to the other party at the addresses listed on page 1 or to such other address or person as a party may designate in writing. Any notice to Fiserv shall also include a copy to the following address: Fiserv, 255 Fiserv Drive, Brookfield, Wisconsin, 53045, ATTN: General Counsel. All such notices shall be effective upon receipt. Any notice to Client shall also include a copy to the following address: One Penn Square, PO Box 4887 Lancaster, PA 17604, ATTN: Chief Information Officer and a copy to the following address: One Penn Square, PO Box 4887 Lancaster, PA 17604, ATTN: General Counsel. All such notices shall be effective upon receipt.

(j)No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.

(k)Prevailing Party. The prevailing party in any arbitration, suit, or action brought by one party against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys’ fees of bringing such arbitration, suit, or action.

(l)Survival. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

(m)Publicity. Client and Fiserv shall have the right to make general references about each other and the type of Deliverables being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and clients, provided that in so doing Client or Fiserv does not breach Section 3 of this Agreement. The parties may mutually agree to issue a press release regarding this Agreement, including its renewal and the addition of Deliverables, subject to the parties’ mutual agreement of the content of such press release and provided the party initiating such release gives the other party a reasonable opportunity to review, revise, and/or comment on the content thereof.

(n)Fiserv Marks. Except as authorized herein, Client will not use the name, trademark, service mark, logo or other identifying marks of Fiserv or any of its Affiliates in any sales, marketing, or publicity activities, materials, or Internet site display without the prior written consent of Fiserv. Any such authorized or approved use shall at all times comply with Fiserv’s Trademark Usage Guidelines (or similar terms) set forth on Fiserv’s corporate Internet site and other requirements issued by Fiserv.

(o)Client Marks. For those Deliverables which require Fiserv to brand or otherwise identify Client, including without limitation any ASP Services which involve the creation of a Web site to be used in connection with Client’s Web site, Client will provide to Fiserv any of Client’s trademarks, trade names, service marks, service names, Third Party links, information, specifications, materials, designs, logos, copy or other such works, marks or content (“Client Content”) that Client desires Fiserv to use in providing such ASP Services and Client hereby grants to Fiserv, and its Affiliates and/or third party providers, as applicable, a non-exclusive, non-assignable right to use during the term of this Agreement the Client Content in connection with the Deliverables or for the purposes otherwise specified in the Agreement.

(p)Independent Contractors. Client and Fiserv (and their Affiliates and any subcontractors) expressly agree they are acting as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other party (or their Affiliates or any subcontractors) for any purpose. Except as expressly authorized herein or in the Exhibits, this Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Unless expressly set forth in an Exhibit, nothing in this Agreement shall establish or imply on the part of Fiserv or any of its Affiliates, employees, subcontractors or third party providers or subcontractors any fiduciary relationship with or any fiduciary duty to Client or any person or entity affiliated with Client, including without limitation any employees, Authorized Users, customers, prospective customers, agents, contractors or subcontractors of Client or its Affiliates.

(q)No Legal Advice. Client expressly acknowledges and agrees that any information or materials, written or oral, provided by Fiserv to Client or Client’s Affiliates, Authorized Users, employees, Customers or other agents, including without limitation any sample agreement terms, do not constitute legal advice and that such information and materials are provided solely in connection to assisting Client in understanding Fiserv’s expectations in complying with the relevant terms of the Agreement.

(r)No Third Party Beneficiaries. Except as expressly set forth in any Exhibit hereto, no third party shall be deemed to be an intended or unintended third party beneficiary of this Agreement.

(s)Exclusivity.  Client agrees that Fiserv shall be the sole and exclusive provider of the Deliverables that are the subject matter of the Schedules to this Agreement and as more fully defined in the Fiserv documentation supporting such Deliverables [CONFIDENTIAL TREATMENT REQUESTED].   If Client is acquired by another entity, this Exclusivity Restriction will apply to the acquiring entity with respect to the level or volume or monthly fees applicable to the Exclusive Deliverables immediately prior to such acquisition, continuing until any termination or expiration of this Agreement. However, in the event Client is acquired by another entity, this Agreement may be terminated subject to any applicable termination fee for such Services pursuant to Section 8.(d).

(t)Conflicts. Unless the given term expressly states that it applies notwithstanding the terms of the Agreement or Exhibit, as applicable: (i) if the terms of any Exhibit or Schedule directly conflict with the terms of this Agreement, this Agreement shall control; and (ii) if the terms of any Schedule directly conflict with the terms of the related Exhibit, the Exhibit shall control.

(u)Counterparts. This Agreement and any Exhibits hereto may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

For Fulton Financial Corporation and on behalf of         For Fiserv:

each of Client Affiliates                    Fiserv Solutions, LLC

                        

By:                                By:                        

Name:                            Name:                        

Title:                                Title:    Authorized Signatory