Standard Order Terms

Bank shall reimburse Service Provider for all necessary and reasonable expenses actually incurred by Service Provider as a direct result of the performance of the Services (which may include the sale of goods), provided Bank has approved the expenses in advance.  Service Provider shall invoice Bank for Services provided as well as expenses (if any). Upon request, Service Provider will provide supporting documentation for each expense. Payment of all undisputed amounts are due 30 days from Bank’s receipt of an invoice. If Bank disputes in good faith the whole or any part of any invoice or supporting evidence issued by Service Provider, Bank shall pay the invoice amount which is not in dispute and shall be entitled to withhold the balance pending resolution of the dispute, provided Bank gives Service Provider written notice specifying the disputed amount and the basis for the dispute in reasonable detail on or before the date the disputed amount would otherwise be due. Bank and Service Provider shall use all reasonable efforts to resolve the dispute in question within 30 days of Bank’s receipt of an invoice.

Service Provider represents and warrants that Service Provider: (a) shall perform the Services in a professional and workmanlike manner using competent Resources having expertise in the type of Services to be performed, and using the highest level of care and skill exercised by other professional service providers engaged in the same profession and working in similar circumstances; (b) at its sole cost and expense, (i) has secured and is in possession of all necessary permits, licenses, approvals, and/or certifications required to perform the Services, all of which are and will remain current and in good standing until no longer required and (ii) has purchased and maintained the type of insurance coverage which is recognized as an industry standard in the industry in which the Services are performed; (c) will provide all materials new, of good quality and fit for the intended purpose as described in the manufacturer’s documentation accompanying the goods; (d) agrees to guard and protect non-public information provided by Bank or accessed in the performance of the Services in the same manner that Service Provider uses to guard and protect its own information of like importance, but in no event using less than reasonably prudent care.

This Agreement does not grant either party any right to use any of the other party’s or its affiliates’ trademarks, service marks, or trade names, or otherwise refer to the other party in any marketing, promotional or advertising materials or activities. Neither party shall originate any press release or other public announcement related to this Agreement, whether written or oral.

In no event will either party, its affiliates, or any of their officers, directors, employees, or agents, be liable to the other for consequential, incidental, indirect, punitive or special damages (including, without limitation, loss of profits, data, business, or goodwill), regardless of whether such damages were foreseeable or whether a party has been advised of the possibility of such damages.

Service Provider will indemnify, defend and hold harmless Bank and its affiliates, employees, successors and assigns from and against any and all liability and claims, including costs, attorneys’ fees and expenses incident thereto arising out of or related to (i) any breach of the representations and warranties made by Service Provider in this Agreement or failure to perform its obligations under this Agreement; (ii) any Service Provider negligence, recklessness, or intentional misconduct; (iii) any claim made by any of Service Provider’s agents, employees, subcontractors or representatives.

All required notices shall be sent in a manner reasonably designed to provide actual notice to a party using the contact information listed in the signature block or to such other contact information as a party may have furnished. The parties agree that (a) this Agreement is the entire agreement of the parties and there are no other agreements, representations or warranties, whether oral or written, respecting the subject matter hereof; (b) each party has entered into this Agreement based solely upon the agreements, representations and warranties expressly set forth herein and upon her, his or its own knowledge and investigation; (c) no party has relied upon any representation or warranty of any other party except any such representations or warranties as are expressly set forth herein; (d) this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns; (e) this Agreement may not be assigned (including performance by subcontract) by Service Provider except as otherwise provided in this Agreement or approved by Bank in writing;  (f) this is not a third-party beneficiary contract; (g) this Agreement may be amended or modified only in a writing signed by both the parties and which specifically references this Agreement; (h) each party shall be deemed an independent Service Provider and no party  shall act as, or hold itself out as acting as, agent for any other party; (i) in the event any provision of this Agreement shall be determined to be invalid or unenforceable to any extent for any reason, the remainder of this Agreement shall not be affected and shall continue to be enforceable to the fullest extent permitted by law; (j) the rights, obligations, duties and covenants contained in this Agreement do not create a fiduciary duty; (k) this Agreement shall be subject to, and interpreted by and in accordance with, the laws (excluding conflict of law provisions) of the State of Oklahoma; (l) this Agreement may be signed in counterparts, each of which shall be deemed an original and shall become effective only when each of the Parties hereto shall have signed the original or counterpart hereof, (m) both parties shall observe and abide by all applicable laws, regulations, ordinances, and other rules of federal, state, local governments, agencies and political subdivisions.