Sample Business Contracts

Agreement for Backroom Services and Organizational Efficiency Services - Nova Financial Corp. and Atlanta Internet Bank

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                              Financial Corporation

                          NOVA FINANCIAL CORPORATION'S

                                  AGREEMENT FOR

                                BACKROOM SERVICES


                            ORGANIZATIONAL EFFICIENCY



                              ATLANTA INTERNET BANK

                                  June 10, 1997

        8601 Dunwoody Place Suite 146 Atlanta, GA 30350 (770) 992-1006
                                 Fax (770) 992-1199



  This Agreement, dated the 16th day of June, 1997 sets forth the terms and
  conditions under which NOVA FINANCIAL CORPORATION ("NOVA") having its
  principal place of business at 8601 Dunwoody Place, Suite 146, Atlanta, GA
  30350, will provide computer and related services for the processing of
  financial, banking or economic data ("Services") to Atlanta Internet Bank,
  ("Client") (collectively, the "Parties").

1.      Term

        This Agreement shall commence as of the date services are first used by
        the Client, (the Effective Date), and shall continue for a period of
        five (5) years. The Agreement shall automatically be renewed for
        successive three year periods in the absence of written notice to
        terminate given by either Party not less than one hundred eighty (180)
        days prior to the expiration of the initial or any subsequent term.

2.      Services

The Schedules identified below delineate the Services that are available from
Nova under this Agreement. These Schedules are attached hereto and are
incorporated herein by reference.

            (1)      Schedule A:      General Services and Pricing
            (2)      Schedule B:      Disaster Recovery Services and Pricing
            (3)      Schedule C:      Processing Services and Pricing
            (4)      Schedule D:      Implementation Fee
            (5)      Schedule E:      Back Office Processing
            (6)      Schedule F:      Termination Charges

3       Service Charges and Payment Terms

        a.      Nova's charges for Services performed under this Agreement are
                indicated in the attached Schedules. All invoices shall be
                accompanied by a report in such form and format and containing
                such information as is reasonably required by Client to evidence
                the manner in which the amounts due hereunder were calculated
                and which permit Client to verify such amounts.

        b.      All charges will be invoiced monthly and paid within thirty (30)
                days after the invoice date (Due Date). Nova will apply a
                service charge of one and one-half percent (I 1/2%) per month or
                the maximum rate allowable by law, whichever is lower, of any
                unpaid balance not received at Nova, c/o Accounts Payable, 8601
                Dunwoody Place, Suite 146, Atlanta, Georgia 30350 by the Due
                Date. Should Nova's monthly charge remain unpaid for a period of
                sixty (60) days after the Due Date, Nova shall have the right,
                at Nova's sole discretion, to terminate this Agreement in
                accordance with Section 6.a.

        c.      The charges shown in the attached Schedules may be revised,
                provided Nova gives Client at least ninety (90) days written
                notice prior to the Effective Date of such revision. No charge
                shall be revised for twelve (12) months after the Effective Date
                of this Agreement or for one (1) year from the Effective Date of
                any such revision. Such 


                revisions, if any, shall be limited to a maximum increase of ten
                percent (10%) per year or the rise in the Consumer Price Index,
                whichever is the lesser. Notwithstanding the foregoing,
                processing charges as defined in Schedule C, Section 3 and will
                remain fixed for twelve (12) months after the Effective Date of
                this Agreement, unless modified by an addendum to this

        d.      The charges shown in the attached Schedules are exclusive of
                taxes. Client shall pay all taxes applicable to Services
                performed by Nova under this Agreement, other than taxes based
                on Nova's net income.

        e.      If a good faith dispute arises between the Parties, Client shall
                have the right to withhold any disputed payment due to Nova
                pursuant to this Agreement for the forty (40) day time period
                set forth in Section 15 for as long as Client follows the
                dispute resolution procedures contained therein. Written notice
                of such dispute and Client's intent to withhold payment shall be
                provided to Nova within five (5) business days after Client's
                receipt of Nova's invoice which contains the disputed charge and
                from which payment is to be withheld. Client and Nova shall work
                together to resolve any such dispute in accordance with Section
                15. The provisions in subsection 3.b for late charges or
                termination of Service shall not be invoked for any disputed
                charge which is withheld in accordance with this subsection 3.e
                and Section 15.

4.      Confidential Data

        a.      Each Party (i) must receive and hold the Confidential
                Information (as defined below in Section 4.c) of the other Party
                in trust and in strictest confidence; (ii) must protect such
                Confidential Information from disclosure and in no event take
                any action causing, or fail to take the action necessary in
                order to prevent, any such Confidential Information to lose its
                character as Confidential Information; and (iii) must not use,
                reproduce, distribute, disclose or otherwise disseminate the
                Confidential Information of the other Party except to perform
                the Services. Any and all reproductions of such Confidential
                Information must prominently contain a confidentiality legend.

        b.      Disclosures of the Confidential Information of the other Party
                may be made only to employees, agents or independent contractors
                of the receiving Party (a) who are directly involved in
                performing the Services and have a specific need to know such
                information; and (b) whom the receiving Party has obligated
                under a written Agreement to hold such Confidential Information
                in trust and in strictest confidence and otherwise to comply
                with the terms of this Agreement. The Parties agree to
                diligently monitor each such employee, agent or independent
                contractor and, upon request by the other Party, promptly to
                furnish to the other Party a certified list of the receiving
                Party's employees, agents and independent contractors having had
                access to such Confidential Information.

        c.      As used herein, the term "Confidential Information" means
                information related to the Services or the business of the
                disclosing Party or its affiliates that (1) derives economic
                value, actual or potential, from not being generally known to or
                readily ascertainable by other persons who can obtain economic
                value from its disclosure or use; and (2) is the subject of
                efforts by the disclosing Party or its affiliates that are
                reasonable under the circumstances to maintain its secrecy,
                including without limitation


                (I) marking any information reduced to tangible form clearly and
                conspicuously with a legend identifying its confidential or
                proprietary nature; (ii) identifying any oral presentation or
                communication as confidential immediately before such oral
                presentation or communication; or (iii) otherwise treating such
                information as confidential. Assuming the criteria in clauses
                (1) and (2) above are met, Confidential Information includes,
                but is not limited to, technical and non-technical data related
                to the formulas, patterns, designs, compilations, programs,
                inventions, methods, techniques, drawings, processes, finances,
                actual or potential customers and suppliers, research,
                development and existing and future products, the existence,
                nature and details of the relationship between the Parties, and
                employees of the disclosing Party and its affiliates.
                Confidential Information also includes information that has been
                disclosed to Nova or Client by a third party that Nova or Client
                is obligated to treat as confidential.

        d.      Confidential Information does not include any data or
                information that (1) is already known to the receiving Party at
                the time it is disclosed to the receiving Party by the
                disclosing Party; (2) is disclosed by the receiving Party
                pursuant to a requirement of a governmental agency or of law
                without similar restrictions or other protections against public
                disclosure or is required to be disclosed by operation of law;
                provided, however, that the receiving Party shall have first
                given written notice of such required disclosure to the
                disclosing Party, made a reasonable effort to obtain a
                protective order requiring that the Confidential Information so
                disclosed be used only for the purposes for which disclosure is
                required and taken reasonable steps to allow the other Party to
                seek to protect the confidentiality of the information required
                to be disclosed; or (3) before being divulged by the receiving
                Party (i) has become generally known to the public through no
                wrongful act of the receiving Party; (ii) has been rightfully
                received by the receiving Party from a third party without
                restriction on disclosure and without, to the knowledge of the
                receiving Party, a breach of an obligation of confidentiality
                running directly or indirectly to the disclosing Party; (iii)
                has been approved for release to the general public by a written
                authorization of the disclosing Party; (iv) has been
                independently developed by the receiving Party without use,
                directly or indirectly, of the Confidential Information received
                from the disclosing Party; or (v) has been furnished to a third
                party by the disclosing Party without restrictions on the third
                party's rights to disclose the information.

        e.      That portion, if any, of the Confidential Information that
                constitutes trade secrets shall be subject to this Section 4 for
                such period as it shall qualify as trade secrets under
                applicable law. The remainder of the Confidential Information
                shall be subject to this Section 4 during the term and for a
                period of two years after the expiration or earlier termination
                of this Agreement.

        f.      During the course of this Agreement, either Party may gain
                access to software and related documentation which is owned by
                the other Party or, if licenses to the other Party, to the
                extent such access is authorized under the applicable license.
                Both Parties recognize the proprietary nature of such software
                and related documentation, and agree to maintain the
                confidentiality of and not to disclose such software and related
                documentation to any third party and not to use such software or
                related documentation for any other purpose not contemplated by
                this Agreement. Provided, however, that the foregoing shall not
                apply to information (a) that was within Client's possession
                prior to disclosure by Nova,


                (b) which is or becomes known to the industry through no fault
                of Client, and (c) which is disclosed to Client by a third party
                having legitimate possession thereof and the right to make such

        g.      Nova will not be responsible for the security of data during
                transmission via public communications facilities if the breach
                of security occurred through access to the public communications
                facilities, except to the extent that such breach of security is
                caused by the failure of Nova to perform its security
                obligations under this Agreement, or the negligent acts or
                omissions of Nova.

5.      Maintenance of Records and Examinations

        a.      Nova shall permit Client's duly authorized representative to
                examine internal control and accounting related to Services
                provided to Client under this Agreement, subject to the audit
                procedures defined in Section 16.

        b.      Upon written request from Client, Nova shall provide to
                regulatory authorities or other third parties, any reports or
                summaries of information contained in, or derived from, the data
                in the possession of Nova relating to Client.

        c.      Nova shall bill Client at the rates specified in the attached
                Schedules for any Nova resources used in providing support or
                information to Clients representatives or to regulatory agencies
                requesting information pertaining to Client.

        d.      Client shall be responsible for confirmation that adequate
                insurance coverage is in place to protect Client and Nova from
                employee dishonesty while processing Client's data at levels
                satisfactory to applicable banking regulatory authorities.
                Client shall furnish proof of such insurance coverage within 30
                days of the signing of this Agreement.

        e.      Client agrees that in the event Client requests programming
                changes to the system for Client's specific benefit, Client
                shall submit such request in writing, defining such changes
                requested and duly authorize such changes be made. Provided such
                changes are unique to client's own needs and, in Nova's
                discretion, not made available to Nova's general client
                population through a new release or version, Client will be
                billed in accordance with the provisions of Schedule A, "General
                Services and Pricing". Client shall have the right to propose
                changes and enhancements which may be applicable to the general
                client population through a new release or version. If such
                changes are approved and incorporated into the software through
                a new release or version, Client's charges will be limited to
                the applicable rate increases to Nova's other clients; subject
                to the provisions of Section 3.c hereof. Nova may offer new
                products to its clients which may be the result of client input
                and/or market research. Notwithstanding any provisions of this
                Agreement, Nova reserves the right to offer such new products
                and/or services to Client and Nova's other clients and to charge
                for such products/or services at a price accepted by Client
                and/or Nova's other clients. Neither Party will be restricted in
                using any data processing or network management ideas, concepts,
                know-how and techniques, (including without limitation, in the
                development, manufacturing and marketing of its products and
                services and in its operations) which are retained in the minds
                of employees who have had access to the Confidential Information
                of such Party without reference to


                any physical or electronic embodiment of such information,
                unless such use shall infringe any of such Party's patent
                rights, copyrights or mask work rights.

6.      Termination

        a.      Nova may terminate its future obligations under this Agreement
                at any time by twenty (20) days prior written notice to Client
                in the event of failure of Client to make payments of amounts
                due Nova in a timely manner, provided such failure is not cured
                within ten (IO) days of Client's receipt of such notice. Should
                termination be effected pursuant to this subsection 6.a.,
                Client. agrees to pay the termination fees to be calculated as
                set forth in Schedule G.

        b.      Either Party shall have the right to terminate this Agreement
                upon the other Party's material breach of this Agreement,
                provided the Party seeking to terminate provides written notice
                to the other Party staffing the grounds for such termination in
                full detail. The Party receiving such notice shall have forty
                five (45) days in which to cure the default, or, if the default
                is such that ft cannot be cured within forty five (45) days, to
                take corrective measures satisfactory to the Party seeking to
                terminate; provided, however, if any material breach by Nova
                results, or is likely to result, in a material adverse effect on
                Clients business operations, Nova shall have five (5) business
                days, or other mutually agreed upon time, to cure such default.

        c.      If Client elects to terminate this Agreement for any reason
                other than for material breach as set forth in Section 6.b,
                Client may do so upon at least 180 days prior written notice to
                Nova and payment of the applicable charges set forth in Schedule

        d.      In the event of termination or expiration of this Agreement, and
                in addition to any termination charges, Client shall reimburse
                reasonable costs incurred by Nova at the then-current machine
                and personnel rates for transition assistance in transferring
                Client's data to another service center or directly to Client.
                Nova *II fully cooperate and furnish assistance to such
                transferring of Clients data on a timely basis. Nova will notify
                Client of the estimated time and charges to transfer Client's
                data to the other service center or to Client. Nova will bill
                the estimated cost in three (3) equal installments during the
                last three (3) months Client is being serviced by Nova, except
                that the last billing will include a credit or additional charge
                as necessary to reflect the actual costs incurred either below
                or above the original estimate. If Client terminates with less
                than three (3) months notice, Client will pay the estimate or
                actual costs to transfer client's data prior to the completion
                of data transfer.

        e.      Upon completion of Client's final day of production processing
                at Nova, Nova shall prepare Client's final data for delivery to
                Client in the format agreed to during the deconverstion period.
                Nova shall also prepare a final invoice for services rendered up
                to and including Client's final day of production processing and
                shall advise Client of the amount due by telephone. Such amount
                shall be due immediately upon delivery of Client's final data to

        f.      Should Client be subject to regulation by any federal and/or
                state regulatory authority which requires notification of
                termination of this Agreement, Client agrees to provide such
                notification as required by such authority.


        g.      Should this Agreement be scheduled to terminate and should
                Client wish to extend the term of the Agreement for a limited
                period on a month-to-month basis, Client may do so by requesting
                such extension in writing. Nova will continue to provide
                Services to Client beyond the originally scheduled termination
                date at the rates then in effect under this Agreement plus an
                extension surcharge equal to twenty percent (20%) of Client's
                total monthly charge.

7.      Limitation of Liability

        a.      Nova does not warrant that any advice, report, data or other
                product delivered to Client will be error free. Subject to the
                commitments contained in this Agreement, Nova does not assure
                uninterrupted or error-free operation of any system. Client is
                responsible for auditing, balancing, verifying the correctness
                of calculation routines (such as interest and service charges)
                and reconciling any out-of-balance condition, and for notifying
                Nova of any errors in the foregoing within three (3) business
                days after receipt of the incorrect information.

        b.      To the extent that Nova furnishes any items of hardware or
                licenses for third party hardware or software pursuant to this
                Agreement ("third party materials"), Nova agrees to pass on to
                Client the manufacturer's or supplier's warranties to the extent
                that Nova is contractually able to do so, Those third party
                warranties are Client's exclusive remedies with respect to Third
                Party Materials.

        c.      Except as expressly set forth in this Agreement, Nova makes NO

        d.      Neither Party shall be liable to the other in contract, tort,
                for breach of warranty or otherwise, for any special,
                consequential, exemplary or punitive damages arising from any
                act or omission of such Party, or its affiliates, officers,
                agents and employees, even if ft has been advised of the
                possibility of such losses or damages.

        e.      Nova shall maintain backup copies of Clients data in accordance
                with good industry practice and the terms of this Agreement.
                However, Nova shall in no circumstances have any liability for
                the loss or destruction of, or for corruption or disclosure of
                any of the Client's data caused by Client's acts or omissions,
                the acts or omissions of third parties (excluding subcontractors
                authorized to perform any of the Nova Services), circumstances
                constituting force majeure, or circumstances arising from
                transmission over public telecommunications lines or
                transportation via commercial carriers.

        f.      Notwithstanding the form in which any claim or action may be
                brought or asserted, Nova's total liability for any acts or
                omissions arising from or relating to the performances of this
                Agreement shall be limited to Nova furnishing the correct report
                and/or to correct the applicable client files, provided that
                Client promptly advises Nova hereof. Nova shall in no
                circumstances have any other financial liability to Client
                whatsoever. Client agrees that the provisions of this Section 7
                limiting its remedies and


                liquidating its damages are reasonable in the circumstances
                existing on the date of this Agreement.

        g.      The foregoing limitations shall not apply to Claims (defined
                below) to the extent that they are covered losses under the Nova
                comprehensive general liability or other applicable policy.
                Nova's liability for such covered losses shall be limited to the
                amount, if any, if and to the extent the loss is paid by the
                policy carrier. Nova agrees that it is obligated throughout the
                term of this Agreement to maintain insurance as set forth in
                Section 13, so long as such coverage is available to insureds in
                Nova's business at commercially reasonable rates.

        h.      Neither Party shall be responsible for any resulting loss if
                fulfillment of any of the terms or provisions of this Agreement
                is delayed or prevented by causes beyond that Party's reasonable
                control including, but not limited to, fire, flood, earthquake,
                act of God, war, insurrection, national emergency, or strike.

        i.      Client agrees to defend and indemnify Nova against any claims or
                suits brought by any customer of Client resulting from or
                arising out of services performed by Nova under this Agreement,
                unless the liability in such claim or suit is determined to be
                the result of Nova's negligence or breach of Nova's duties under
                this Agreement. Provided, however, that (a) Nova notifies Client
                in writing of any such claim or action within 15 days of the
                date Nova becomes aware of the same, (b) Client has the right to
                control the defense of such claim or action, or any settlement
                thereof, and Nova reasonably cooperates with Client, at Client's
                expense, in connection therewith; provided, further, that Nova
                may participate in such defense at its own expense.

        j.      Upon expiration or termination of this Agreement, neither Party
                may bring an action, regardless of form, arising out of this
                Agreement more than two years after the cause of action has
                arisen or the date of discovery of such cause, whichever is
                later provided however, that Nova may bring an action for
                nonpayment at any time.

8.      Testing and Acceptance

        Nova, in cooperation with Client, will provide all necessary data
        conversion, and will implement and test Nova's computer systems used to
        provide the Services.

9.      Training: User Documentation

        Nova will provide the training for the system at two levels as follows:

        a.      System Overview will present the overall system, general system
                features, logon instruction, and main menu usage.

        b.      Features and Functions will present the capabilities of the
                system from the perspective of a user department. Bankline
                Mid-Ame6ca, Inc. documentation will be used as a reference.
                Applicable employees will be presented with case studies which
                require them to inquire and enter data in a test bank
                environment using terminals. Course material includes
                maintenance of the Central Information File, as well as material
                specific to each application.


        All training will be presented by instructors on Client's premises. The
        charge for training, except for out of-pocket expenses, is included in
        the conversion fee as set forth in Schedule E. Nova will bill Client for
        reasonable travel and living expenses for instructors teaching courses.
        All course materials will be furnished by Nova.

        Nova will also provide Client with all user and operational
        documentation reasonably required to obtain and utilize the Services.
        Client may make copies of such documentation for its own use, provided,
        however, that it reproduces the copyright and other notices of Nova set
        forth on such documentation.

        Client agrees to distribute copies only to employees of Client and to
        regulatory agencies, as required. Upon termination or expiration of this
        Agreement, Client will return to Nova all documentation in the
        possession of Client.

10.     Ownership of Data

        The Parties acknowledge that all data provided by Client to Nova, and
        all data produced, compiled or otherwise provided by Nova for Client, in
        any form or format, is the sole and exclusive property of Nova, and
        copies thereof shall be provided to Client at its request from time to
        time or at any time. Client shall reimburse Nova for its reasonable
        costs for reproduction and delivery of such data to Client.

11.     Infringement

        Nova will defend, indemnify and hold harmless Client from and against
        any and all loss, cost, claim, demand or expense arising out of any
        claim or action that Client's use of the Services or Nova's provision of
        the Services to Client infringes a United States patent, or any
        copyright, trade secret right or other proprietary right of any person,
        firm or entity. Provided, however, that (a) Client notifies Nova in
        writing of any such claim or action within 15 days of the date Client
        becomes aware of the same, (b) Client does not make any admission
        without Nova's prior written consent, and (c) Nova has the right to
        control the defense of such claim or action, or any settlement thereof,
        and Client reasonably cooperates with Nova, at Nova's expense, in
        connection therewith; provided, further, that Client may participate in
        such defense at its own expense.

12.     Regulatory Compliance

        Nova represents and warrants that it will comply with all applicable
        federal, state and local laws with respect to its performance of the
        Services hereunder. Nova further represents and warrants that all the
        Services, including, without limitation, all processing performed as
        part of the Services, and all materials provided to Client or its
        customers as part of the Services, will comply with all applicable
        federal, state and local law.

13.     Insurance

        Without limiting any obligation of Nova under this Agreement, Nova shall
        maintain the following insurance at levels satisfactory to applicable
        banking regulatory authorities, together with any insurance required
        under applicable federal or state law, rules or regulations: (a)


        employer's liability and workers' compensation insurance, (b)
        comprehensive general liability insurance, personal injury and property
        damage insurance, (c) errors and omissions insurance, and fidelity bond
        insurance insuring against losses resulting from fraud, dishonesty,
        conversion, forgery and other similar acts.

14.     Additional Equipment

        Except as otherwise provided in the Agreement, Nova warrants that ft
        will obtain and maintain all computer equipment and peripherals
        necessary to perform the Services as provided herein.

15.     Dispute Resolution

        a.      Any dispute between the Parties either with respect to the
                interpretation of any provision of this Agreement or with
                respect to the performance by Nova or by Client hereunder shall
                be resolved as follows:

                (1)     Upon the written request of either Party, each of the
                        Parties will designate a representative whose task it
                        will be to negotiate in good faith and to resolve such

                (2)     If the designated representatives cannot resolve such
                        dispute within twenty (20) calendar days, then the
                        dispute shall be escalated to the President of Client
                        and the President of Nova, for their review and

        b.      If the dispute cannot be resolved by such officers within twenty
                (20) calendar days, then the Parties may initiate formal
                proceedings; however, formal proceedings for the resolution of
                any dispute may not be commenced until the earlier of:

                (1)     the designated representatives concluding in good faith
                        that amicable resolution through continued negotiation
                        of the matter in issue does not appear likely; or

                (2)     forty (40) days after the initial request to negotiate
                        such dispute; or

                (3)     thirty (30) days before the statute of limitations
                        governing any cause of action relating to such dispute
                        would expires.

        c.      Notwithstanding anything to the contrary contained in this
                Section 15, the pendency of this dispute resolution procedure
                shall not prevent either Party from seeking equitable relief
                with respect to a dispute prior to such period.

16.     Audits

        a.      EDP Audits. On an annual basis, Nova will engage an independent
                and qualified firm to conduct an Electronic Data Processing
                audit of Nova, based upon industry and regulatory standards.
                Nova will provide a copy of such audit(s) to Client within 60
                days of receipt by Nova.

        b.      Audit Procedures. Nova shall permit Client, or Client's
                authorized representatives, to have access to Nova's records
                regarding the Services provided under this Agreement in


                order to verify the amounts due hereunder. Such access will
                require not less than two business days prior written notice to
                Nova and will be provided during normal business hours, provided
                that any audit does not interfere with Nova's ability to perform
                the Services. Nova will provide access to information reasonably
                necessary to perform the audit. Nova shall not allow Client, its
                examiners or auditors access to Nova's proprietary data. Nova
                will also assist Client's employees or auditors in testing
                Client's data files and programs, including, without limitation,
                installing and running audit software, subject to Client's
                reimbursing Nova for its resulting expenses incurred.

17.     Attorney's Fees and Costs

        Should either Party be required to bring an action to enforce any of the
        terms or provisions of this Agreement, the prevailing Party in such
        action shall be entitled to reimbursement by the other Party of all
        reasonable costs incurred as a result of such action, including
        reasonable attorney's fees and other related costs.

18.     Non-Employment Provision

        Neither Party to this Agreement shall solicit for hire any employee of
        the other contacted as a result of this Agreement during the term of
        this Agreement and for a period of one year thereafter, except by
        written consent of the other unless modified by an addendum to this

19.     Use of Client's Name

        Client hereby agrees to allow Nova to use Client's company name in press
        releases, direct mail and other advertising related to the Services of
        this Agreement. Client shall have the right to review and approve any of
        the material using Client's name poor to its use and/or distribution.

20.     General

        a.      This Agreement constitutes the entire agreement of the Parties
                and supersedes all prior proposals or agreements, written or
                oral, and all other communications and representations between
                the Parties relating to the subject matter hereof.

        b.      Except as otherwise specifically provided herein, any notice
                required or permitted to be given by a Party pursuant to this
                Agreement must be given in writing and personally delivered or
                mailed to the other Party by certified mail, return receipt
                requested, at the address set forth below the signature of its
                duly authorized officer on this Agreement or at such other
                address as such Party will designate by written notice given in
                accordance with this Section 20, Any notice complying with this
                Section 20 will be deemed received upon three (3) days following
                the post marked date, if sent by mail.

        c.      Except as set forth in this Section 20, all rights and
                obligations of the Parties under this Agreement shall
                immediately cease and terminate upon the termination of this
                Agreement and Nova will have no further obligation to the Client
                or its employees, agents or independent contractors with respect
                to this Agreement.


        d.      No modification or amendment of this Agreement shall be valid
                unless such modification or amendment is in writing and duly
                executed by both Parties.

        e.      The rights and obligations of the Parties pursuant to Sections
                3, 4, 5, 7, 10, 11, 12, 1 5, 1 7, 18 and 20.k of this Agreement
                will survive expiration or termination of this Agreement and
                such expiration or termination shall not relieve either Party of
                its obligations to observe. keep and perform those surviving
                covenants, terms and conditions.

        f.      If any term, provision, covenant, or condition of this Agreement
                is held by a court of competent jurisdiction to be invalid, void
                or unenforceable, the remainder of the provisions shall remain
                in full force and effect and shall in no way be affected,
                impaired or invalidated.

        g.      The rights and obligations of the Parties herein are not
                assignable without the express written consent of the other
                Party. Such consent shall not be unreasonably withheld.

        h.      Nothing in this Agreement shall be construed so as to constitute
                any Party hereto as a partner or joint venturer, or agent of any
                other Party hereto.

        i.      The waiver by one Party of a breach of any provision of this
                Agreement by the other Party will not operate or be construed as
                a waiver of any subsequent breach of the same or any other
                provision by the other Party.

        j.      To the extent that any of the terms and conditions of this
                Agreement conflict with any of the terms and conditions
                contained in any Schedule hereto, the terms and conditions of
                this Agreement control.

        k.      This Agreement shall be construed in accordance with, and
                governed by, the laws of the State of Georgia.

21.     Miscellaneous

        In the event that Client is unsuccessful in establishing an independent
        charter in Georgia as contemplated, the Client shall be entitled to
        terminate this Agreement upon written notice to Nova. Clients then
        obligations hereunder shall be limited to fees paid for services
        rendered under this Agreement to date and any expenses incurred by Nova
        to date.


BY:/s/                                        BY:/s/ Belinda L. Morgan
-------------------------------                  -----------------------------
TITLE: President                              TITLE: Director of Operations
-------------------------------                     --------------------------
DATE: June 16, 1997                           DATE: June 13, 1997
-------------------------------                     --------------------------


                                   SCHEDULE A

                          GENERAL SERVICES AND PRICING

1.      Client Services

        a.      An assigned Account manager who will provide the following

                -       Scheduled visits to Client's site at least on a monthly
                -       Participation in project planning and status review
                -       Problem resolution
                -       Assistance in meeting Client's needs
                -       Awareness of Nova capabilities and industry trends in
                        application development
                -       Available and on-call to Client executive management

        b.      Complete problem management capabilities, including:

                -       Customer Support staff
                -       Problem tracking
                -       Executive escalation
                -       On demand status reporting

                Standards for telephone problem resolution will include the

                (1)     Telephone support will be available from 8:00 a. m. to
                        5:00 p. m., Eastern Standard Time, Monday through
                        Friday, except for holidays.

                (2)     Telephone support will be offered on an emergency basis
                        after normal hours and on weekends.

                (3)     Calls will be handled as quickly as possible, with the
                        goal being to respond to all calls in one hour or less.

                (4)     Operational assistance of non operating system nature in
                        the event of system downtime.

                (5)     Classification of reference manual material.

2.      Online Service

        a.      Regular Service Hours (Eastern Standard Time):

                                            From              To
                  Monday                    0800              1800
                  Tuesday                   0800              1800
                  Wednesday                 0800              1800
                  Thursday                  0800              1800
                  Friday                    0800              1800
                  Saturday                  0800              1300


        In order to meet these time schedules, Client work must be received in
        Nova's processing center not later than 6:00 p.m. daily. In the event of
        delay, client may experience a delay in availability of on-line access.
        Subject to Nova receiving Client's work on a timely basis and except for
        system failure due to reasons beyond Nova's control, Nova warrants that
        it will provide on-line service to Client of at least 95% of the regular
        service hours set forth herein.

        Should Client remote capture its data, Client must transmit balanced
        files to Nova not later than 6:30 p.m., Eastern Standard Time. In the
        event of delay in transmission, Client may experience a delay in
        availability of on-line access. Subject to Nova receiving Client's
        balanced files on a timely basis and except for system failure due to
        reasons beyond Nova's control, Nova warrants that it will provide online
        service to Client of at least 95% of the regular service hours set forth

        b.      Extended Service Hours:

                Time requested to compensate for host site downtime which
                occurred that same day (not to exceed a period of time equal to
                the outage):

        c.      Other Service Hours:

                Nova will, as scheduling permits, provide and bill for online
                service hours outside those defined as "Regular Service Hours".
                All such charges below shall be prorated to the nearest 10

                (1)     Additional time scheduled at least 24 hours in advance:
                        $_____ per elapsed hour.

                (2)     Additional time scheduled within 24 hours of request:
                        $_____ per elapsed hour.

                (3)     Sunday and Holiday time scheduled. (Holidays for which
                        Nova assesses a surcharge are Washington's Birthday,
                        Memorial Day, Independence Day, Veteran's Day, Columbus
                        Day, Labor Day, Thanksgiving Day, Christmas Day, and New
                        Years Day):

                        Minimum of 8 hours at $_____ per day.

3.      Software Development

        All Nova activity requested and approved by Client will be billed at the
        rates shown below unless the client and Nova have agreed to a fixed
        price for a specific project.

        a.       Professional Rates:                         $_____ per hour

        b.       Resource Utilization Rates:                 See Schedule C


4.      Forms

        All custom forms will be billed at ________ as Nova is invoiced by the
        forms vendor. Client reserves the right to provide all custom forms or
        contract independently for forms subject to specifications acceptable to

5.      Third Party Services

        Client shall pay all reasonable travel and associated expenses incurred
        by Nova as a result of services provided under this Agreement.

6.      Third Party Services

        a.      All Third Party Services not specifically addressed elsewhere in
                this Agreement will be billed to Client at _________ as Nova is
                invoiced by each vendor.

        b.      Should Client request that Nova contract with a third party
                vendor for an extended term in order to obtain more favorable
                rates for any lines, modems or other equipment, Nova and Client
                shall enter into an Addendum to this Agreement relative to such
                third party contract.

        c.      Third party services contracted by Client and invoiced directly
                to Client shall not be subject to surcharge by Nova. If
                contracted services are billed through Nova a surcharge of
                _____% will be assessed to Client.

7.      Special Results

        Should Client require services other than those specifically addressed
        in this Agreement, Client should request such service in writing from
        Nova. Nova will prepare a proposal relative to the provision of such
        service. Generally, these proposals are provided without charge. In some
        cases, the complexity of the request may require Nova to assess a charge
        for preparation of the proposal but only in the event the proposal is
        rejected by Client. Prior to developing any complex proposal, Nova will
        notify Client that there will be a charge for development of the
        proposal, but that such charge will be assessed only if the proposal is


                                   SCHEDULE B

                           DISASTER RECOVERY SERVICES
                                  SOLV(TM) 2000

1.      To safeguard its client and its Data Center, Nova provides the services
        listed below to all of its clients at no extra charge.

        a.      Tape Backup and Off-Site Storage:

                Nova performs full-pack backups of all client data, programs,
                and user libraries on a weekly basis. These backups are
                performed each weekend after processing and are moved to
                off-site storage on the next business day. The off-site storage
                rotation is three generations with the oldest copy returned to

        b.      Data Center Support System:

                Nova maintains support systems for the Data Center to reduce the
                threat of the loss of normal business functions. These support
                systems include:

                        -       Smoke and heat detectors throughout the building

                        -       Emergency power system (Uninterruptible Power

                        -       Supply) Secured limited access program in effect

2.      Nova's responsibility for disaster recovery is limited to that specified
        in Section 1. However, should Nova's data processing facility be
        substantially damaged or destroyed to the extent that Nova is no longer
        capable of providing data processing services to Client under this
        Agreement, Nova will assist client in locating and obtaining an
        alternate processing site to enable Client to resume processing. Client
        shall not incur any cost of recovery in the event Nova's security and/or
        operation center is destroyed, In the event of a disaster, Nova agrees
        to provide limited access to a backup system within 24 hours .
        Processing will be re-established according to disaster plan within the
        24 hour time span.


                                   SCHEDULE C

                         PROCESSING SERVICES AND PRICING


1.      Back Office Processing (monthly fee):

        Nova offers complete back office processing in the Atlanta Data Center.
        The fees for the first year's service described in Schedule E is as

                  Month 1-3         $_____
                  Month 4-6         $_____
                  Month 7-9         $_____
                  Month 10-12       $_____

        There after (Month 13 through the remaining term of the Agreement) the
        fees will be $_____ per month or Schedule E whichever is greater.

        In addition to the monthly fees, a $_____ per day transmission fee will
        be charged for transmitting the transaction file to your processor.


                                   SCHEDULE D

                               IMPLEMENTATION FEE

The implementation fees associated with the start up of the Bank will be $_____.
Implementation fees shall be billed upon execution of this Agreement and will be
payable upon the approval of transfer and establishment of the charter for
Atlanta Internet Bank. In the event Atlanta Internet Bank is unsuccessful in
establishing an independent entity in Georgia, as contemplated, Nova will bill
Atlanta Internet Bank fees equal of $_____ per day for efforts expended in
setting up for implementation of the Bank's outsourced item processing. Client
agrees to reimburse Nova for reasonable out-of-pocket expenses.


The Organizational Efficiency Services will be provided for $_____ and shall be
billed and payable upon execution of this Agreement. The services are generally
described as follows:

        1)      Establishing the General Ledger Chart of Accounts, with
                consideration given and procedures established for Expenses,
                Accruals, Regulatory Reporting, Fed Reporting, Reserve
                Requirements, Investments, Income Tracking and Reporting, as
                well as any interface requirements.

        2)      Establish definition for bank responsibilities, processor
                responsibilities, guidelines, settlement issues, wire
                procedures, deposit procedures, return item procedures, as well
                as to either select or develop an Audit Group.

        3)      Secure your new Routing and Transit number, ISO number, and
                coordinate the FRB District move.

        4)      Additionally, Nova will assist in any other matter not listed
                here that is deemed necessary in providing for a sound
                operational environment.


                                   SCHEDULE E

                          BACK OFFICE PROCESSING (BOP)
                               SCHEDULE OF CHARGES

                  POD                           UNIT COST                     IMAGE PRODUCTS                   UNIT COST
       POD RECEIVED (pre-encoded)              $_____/ITEM              POD RECEIVED (pre-encoded)            $_____/ITEM
       POD RECEIVED (non-encoded)              $_____/ITEM              POD RECEIVED (non-encoded)            $_____/ITEM
             CHECK STORAGE                     $_____/ITEM                    CHECK STORAGE                   $_____/ITEM
                FILMING                        $_____/ITEM                   PLATTER CAPTURE                  $_____/ITEM
           PROOF CORRECTIONS                   $_____/ITEM                  PROOF CORRECTIONS                 $_____/ITEM

          STATEMENT PREPARATION                 UNIT COST                 IMAGE PRODUCTS                   UNIT COST
     FINE SORT (Inclearings and POD)              _____          FINE SORT (Inclearings and POD)              N/A
------------------------------------------ --------------------- --------------------------------- ---------------------------

          INDIVIDUAL/COMMERCIAL                                       INDIVIDUAL COMMERCIAL          $_____/STANDARD 3 PAGE


            SAVINGS/TRUNCATED                $_____/STATEMENT                                       $_____ ADDITIONAL PAGES

                                                                                                    $_____/TRUNCATED ACCOUNT


                 INSERTS                        SEE NOTES                    INSERTS                       SEE NOTES

RETRIEVAL                                    $_____/ITEM                RETRIEVAL                           $_____/ITEM
RESEARCH                                     $_____/ITEM                RESEARCH                            $_____/ITEM
COPIES                                       $_____/COPY                COPIES                              $_____/COPY
RAX                                          $_____/COPY                FAX                                 $_____/COPY
FED RETURNS                                  $_____/ITEM                FED RETURNS                         $_____ COPY
EXCEPTION ITEM PULL                          $_____/ITEM                EXCEPTION ITEM PULL                 $_____/ITEM
(NSF, Stop Pays, etc.)                                                  (NSF, Stop Pays, etc.)
POSTAGE                                                                 POSTAGE

    NOTE.  Minimum monthly charge is $_____ plus direct passthroughs.


    The daily schedule depends on the following variables:

             1.   Customer's daily business hours
             2.   Availability schedules
             3.   Courier schedules
             4.   Location of POD encoding
             5.    Volume


                             BACK OFFICE OUTSOURCING
                             DESCRIPTION OF SERVICES

           Proof/encode all items
           Customer corrections
           Teller corrections

           Cash letter preparations sends
           Fed Inclearings and related adjustments

           Pull exceptions
           Implement decisions of bank-mail notices
           Stop suspect review
           Stop payment verification
           Holds, suspects review
           Large dollar review
           "Special Handling" amounts (i.e., 2 signatures)


           Bank receives ACH to Fedline at bank; upload file to NOVA
           Balance ACH 








   SAFE DEPOSIT BOX PROCESSING/BILLING (not priced at this time)




                                   SCHEDULE F

In the event that the Client terminates this Agreement, Nova shall be entitled
to retain any conversion fees and charges due or paid for initial conversion.
Further, the following termination charges shall apply:

If termination occurs prior to month 18 of the initial term of the agreement,
but after conversion to the Nova system, then the termination charge will be
____% of the actual first years billing for processing services. If the
termination occurs prior to the 12th month of service, the first year's billing
will be projected using an average of the last 3 months billing times 12.

If termination occurs in month 19 or later of the initial term of the agreement,
the termination charge will be _____% of the immediately preceding 12 month's