This DATA PROCESSING AGREEMENT is made and entered into as of the 1st day of August 2008 by and between Big Bank and Systems, Inc. In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. DATA PROCESSING SERVICES. Systems Inc. agrees to render to Big Bank the data processing services described on Exhibit "A" (the "Services") for the term of this Agreement, and Big Bank agrees to purchase the Services. This Agreement describes the general nature of the Services and the terms under which the Systems Inc. is to provide or make the Services available to the Big Bank. In the event of any conflict between the language of this Agreement and any brochures, verbal representations, or other materials describing the Services, the language of this Agreement shall control. CONVERSION OF BIG BANK'S INFORMATION. ---------------------------------------------a. Within a reasonable time following execution of this Agreement, Systems Inc. will undertake the programming required to convert Big Bank's information files into a format compatible with Systems Inc.’s systems.. Big Bank agrees to cooperate with Systems Inc. in this endeavor and to provide all information and assistance required for Systems Inc. to successfully convert Big Bank's information files to a form compatible with Systems Inc.'s systems and equipment so that Systems Inc. can provide the Services. Among other things, Big Bank shall deliver conversion input information, in its entirety, in a mutually acceptable medium, within one week of request of the information. Systems Inc. shall determine, in accordance with its normal acceptance procedures, when Big Bank's information files have been successfully converted and when the Services to be provided by Systems Inc. to Big Bank are operational and available for Big Bank's use. Big Bank agrees to review and check the information converted by Systems Inc. within ten (10) days after notice to Big Bank of Systems Inc.'s completion of conversion. Systems Inc. reserves the right to postpone conversion of Big Bank's information files if Big Bank is late in delivering its conversion input information or if any other circumstances arise that might jeopardize the successful completion of Big Bank's information conversion or the processing of the Big Bank's following day's transactions for any other customers of Systems Inc..
In the event the conversion process is stopped, cancelled, or suspended by Big Bank, Big Bank agrees to pay Systems Inc. all labor costs, expenses, and charges incurred by Systems Inc. in preparing to perform under this Agreement. Systems Inc. shall submit to Big Bank an itemized statement of all such charges and Big Bank agrees to pay said statement prior to the return to Big Bank of any conversion input information or data provided to Systems Inc. and, in any event, within thirty (30) days after receipt.
Systems Inc. shall provide to Big Bank training for a maximum of five (5) working days so that Big Bank may fully utilize the Services provided by Systems Inc. at the time of conversion of Big Bank's information.
3. INPUT AND OUTPUT DATA. Big Bank shall be responsible for providing to Systems Inc. all input data and other information necessary for Systems Inc. to perform the Services and to prepare those reports described on attached Exhibit "C" (the "Reports"). The input data shall be transmitted by Big Bank to Systems Inc. in a format acceptable to Systems Inc. via an approved telecommunication method and system. Big Bank is solely responsible for the accuracy and delivery of all information to be provided to Systems Inc. for processing. Systems Inc. agrees to provide Big Bank with Reports at such times as are described on Exhibit "C", provided, however, that in any event Systems Inc. shall have a reasonable amount of time after receipt of the input data from Big Bank to process...