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6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and computer
<br />programs provided pursuant to this Master Agreement constitute Bank's or its vendor's confidential information
<br />("Confidential Information"). Bank or its vendor will remain the sole owner of all such Confidential Information, and
<br />Company will not acquire any interest in or rights to it as a result of Company's use of any Service except as set forth
<br />in the Service Documentation. Company will maintain the confidentiality of the Confidential Information and will not
<br />disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it
<br />available to any person or entity, other than its employees who have a need to use the Confidential Information in
<br />connection with the applicable Service. Company shall notify Bank immediately if it knows or suspects that there has
<br />been any unauthorized disclosure, possession, use or knowledge (each, an "Unauthorized Use") of any Confidential
<br />Information, and if it is responsible for the Unauthorized Use, it will, at its expense, promptly take all actions, including
<br />without limitation initiating court proceedings to recover possession or prevent further Unauthorized Use of the
<br />Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. In
<br />addition, except as permitted by applicable law, Company may not decompile, reverse engineer, disassemble,
<br />modify, or create derivative works of any computer program provided pursuant to this Master Agreement.
<br />7. Third Party Networks; Data Transmission; Use of Required Software.
<br />7.1 If Bank determines that any funds transfer or communications network, Internet service provider, or other
<br />system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by
<br />Bank or Company, Bank may, upon notice to Company, suspend or discontinue the affected Service.
<br />7.2 If Company transmits data, information or instructions (collectively "Data") to Bank, or requires Bank
<br />to deliver Data to Company using a leased line, or Value Added Network ("VAN") or any other third
<br />party provider (collectively, "Third Party Provider"), Company agrees that Bank shall have no
<br />responsibility for the accuracy, completeness, security or authenticity (collectively "Integrity") of the
<br />Data sent through such Third Party Provider, and Company agrees that Bank may rely upon the Data
<br />delivered to Bank by the Third Party Provider and that Bank shall have no independent obligation to
<br />verify the Integrity of such Data before receiving, or acting upon, any such Data.
<br />7.3 If Company transmits data to Bank using a leased line or Value Added Network ("VAN"), Bank strongly
<br />recommends that Company secure aback-up means of transmission such as Secure File Transport for use in
<br />the event of a communications disruption.
<br />7.4 Company shall use and maintain in good working order (and at its own expense) software, hardware and other
<br />equipment necessary for Company to use the Service(s) in accordance with the Service Documentation.
<br />8. No Representations or Warranties of Bank or Software Vendor. Neither Bank nor any software vendor makes
<br />any express or implied representations or warranties with respect to the Services or any software used in connection
<br />with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose,
<br />other than those expressly set forth in the Service Documentation.
<br />9. Liability and Indemnification.
<br />9.1 Bank will perform each Service in accordance with reasonable commercial standards applicable to Bank's
<br />business; laws, regulations and operating circulars governing the activities of Bank; applicable funds transfer
<br />system(s) and clearinghouse rules; and the Service Documentation.
<br />9.2 Bank is under no obligation to honor, in whole or in part, any entry, file, batch release, payment order,
<br />transaction or instruction (each, an "Order'), which a) exceeds Company's available funds on deposit in an
<br />Account with Bank related to the Order, unless otherwise provided in the Service Documentation; b) is not in
<br />accordance with the Service Documentation or Bank's applicable policies, procedures or practices as Bank
<br />may from time to time establish and make available to Company; c) Bank has reason to believe may not
<br />been duly authorized, should not be honored for its or Company's protection, or involves funds subject to a
<br />hold, dispute, restriction or legal process that prevents their withdrawal; or d) would possibly result in Bank
<br />violating any applicable rule or regulation of any federal or state regulatory authority including without
<br />limitation any Federal Reserve risk control program or guidelines such as the limitations on Bank's intra-day
<br />net funds position.
<br />9.3 Company shall promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third
<br />party claim related to a Service. Company shall cooperate fully (and at its own expense) with Bank in
<br />recovering a loss. If Company is reimbursed by or on behalf of Bank, Bank or its designee will be
<br />subrogated to all rights of Company.
<br />Master Agreement TM-1450 revised4/2005 Page 2 of 4
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