Services Agreement

GENERAL. Every Client (CLIENT) of Bankpolicies.com (BANKPOLICIES.COM) agrees to the following Services Agreement immediately upon placement of an order by way of e-mail, telephone, or facsimile communication.

INFORMATION SUPPLIED BY CLIENT. CLIENT warrants that accuracy of any information on supplied by it to BANKPOLICIES.COM.

CLIENT shall defend, indemnity and save harmless BANKPOLICIES.COM, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorneys' fees arising out of error omissions and inaccuracies in the documents and information provided to BANKPOLICIES.COM by CLIENT.

OWNERSHIP OF DATA AND DOCUMENTS. All reports, data, calculations, estimates and other documents prepared by BANKPOLICIES.COM shall remain the property of BANKPOLICIES.COM.

CLIENT shall have the right to the use of all data, recommendations, reports, and similar information provided to it by BANKPOLICIES.COM ("Information" herein): provided, however, that the Information shall not be used or relied upon by any party other than CLIENT save and except as may be required by the requirements of the CLIENT for which the Information is provided. Further, such use shall be limited to the particular project for which the Information is provided.

CLIENT'S right to the use of the Information is expressly conditioned upon CLIENT'S prompt payment to BANKPOLICIES.COM of all sums due. In the event of CLIENT'S nonpayment or partial payment of said amounts, CLIENT agrees that it shall not use any of the information for any purpose whatsoever and shall return the same to BANKPOLICIES.COM upon demand.

BANKPOLICIES.COM will retain all of CLIENT'S data obtained in the course of performing its services for a period of thirty (30) days. Thereafter, further storage or transfer of the data to CLIENT may be made at CLIENT'S expense upon written request from CLIENT to BANKPOLICIES.COM received by BANKPOLICIES.COM prior to the expiration of the 30-day period.

BANKPOLICIES.COM shall retain permanent records relating to the BANKPOLICIES.COM Services for a period of five (5) years following submittal of BANKPOLICIES.COM'S report during which the records will be made available to CLIENT upon reasonable notice given by CLIENT and upon payment to BANKPOLICIES.COM of an amount sufficient to reimburse BANKPOLICIES.COM for its necessary and reasonable expenses in making said records available.

STANDARD OF CARE AND PROFESSIONAL RESPONSIBILITY. CLIENT acknowledges that the Services to be performed by BANKPOLICIES.COM involve the use of procedures, calculations, and analyses which are in a constant state of development, improvement and refinement and that, as such, improvements, changes in methods, and modifications of procedures have been made in the past, are now being made and are expected to continue to be made in the future.

The Services to be provided by BANKPOLICIES.COM pursuant to this Agreement shall be provided in accordance with generally accepted professional consulting practice in the area where these Services are to be rendered and, at the time that Services are rendered. CLIENT acknowledges that the present standard in the consulting profession does not include, and BANKPOLICIES.COM does not extend to CLIENT, a guarantee of perfection of the work contemplated hereby; further, that even in the exercise of normal and reasonable care, errors or omissions may from time to time occur. Except as expressly set forth in this Agreement, no other warranty, express or implied, is extended by BANKPOLICIES.COM.

BANKPOLICIES.COM shall have no duty to supervise coordinate or otherwise be involved in the performance of services or work by any third party consultant, contractor or subcontractor.

INDEMNITY OF CLIENT AND LIMITATION OF LIABILITY. BANKPOLICIES.COM shall indemnity CLIENT Its officers directors agents or employees from any claim, demand or liability arising from personal injury or property damage caused by the sole negligence or willful misconduct of BANKPOLICIES.COM.

Anything to the contrary in this Agreement notwithstanding, BANKPOLICIES.COM'S liability shall be limited to the lesser of the fees charged, to CLIENT by BANKPOLICIES.COM for the Services performed for CLIENT, or the sum of One Thousand Dollars. CLIENT may, at its option, increase the maximum amount for which BANKPOLICIES.COM shall be liable by payment of an additional fee. For the maximum liability sum of Five Thousand Dollars, the additional amount to be paid shall be two percent (2%) of the total BANKPOLICIES.COM fees charged hereunder.

CLIENT acknowledges that BANKPOLICIES.COM has agreed to charge CLIENT a reduced fee for services in exchange for the above limitation of liability and that said reduction in fees is consideration for said limitation.

CLIENT shall defend and save harmless BANKPOLICIES.COM, its officers, directors, agents and employees from all liability, claims and demands, including expenses of suit and reasonable attorneys' fees arising from personal injuries including disease and death, property loss or damage, injury to others (including personnel of CLIENT, BANKPOLICIES.COM or subcontractors performing work hereunder), and arising out of or in any manner connected with or related to the performance of BANKPOLICIES.COM'S Services, except where such injury, loss or damage shall have been caused by the sole negligence or willful misconduct of BANKPOLICIES.COM. CLIENT acknowledges that BANKPOLICIES.COM has charged CLIENT a reduced fee for services to be performed by it in exchange for this hold harmless and that the reduction in fees is consideration for said hold harmless provision.

BANKPOLICIES.COM will not be liable for consequential damages of any kind, nature or description.

CLIENT'S RESPONSIBILITIES. CLIENT shall immediately provide BANKPOLICIES.COM with full information in writing as to CLIENT'S requirements for the Services to be provided by BANKPOLICIES.COM. CLIENT shall promptly review all documents, reports, data and recommendations submitted by BANKPOLICIES.COM and shall communicate with BANKPOLICIES.COM concerning such reviews for the purpose of avoiding delay in the performance of the services to be rendered by BANKPOLICIES.COM.

CLIENT shall notify any third party who may perform on the Premise of the standard of care being undertaken by BANKPOLICIES.COM pursuant hereto and of the limitations of liability contained herein. CLIENT shall require as a condition to the performance of any such third party a like indemnity and limitation of liability on their part against BANKPOLICIES.COM.

CONFIDENTIALITY. BANKPOLICIES.COM shall hold all information provided to it by CLIENT and the results of the work performed by it confidential and shall not disclose the same to any third party except where required by Governmental regulatory agencies or as otherwise required by law.

NOTICES. Any notices or reports required by this Agreement to be given by one party to the other party shall be made in writing to that party, sent by registered U.S. mail, postage prepaid, at the address shown at the beginning of this Agreement or at any other address that may be designated in writing from time to time by that party.

DISPUTES. BANKPOLICIES.COM shall have the right to bring legal action against CLIENT for any sums due or alleged to be due to it for services rendered. Except for this right, BANKPOLICIES.COM and CLIENT agree that as an express condition of the right of either party to bring legal action against the other, they shall first submit any dispute to nonbinding arbitration conducted in the following manner:

The party asserting a claim shall, as an absolute condition to the right to proceed further (following the procedure being an absolute condition to the right to proceed with litigation) give to the other written notice of said claim within a period not to exceed thirty (30) days from and after first becoming aware of the facts give rise to said claim. Said notice shall contain at least the following:

Continued

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