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<br />SKYLIGHT SERVICES AGREEMENT
<br />This Skylight Services Agreement (this" AgreemenY') is made and entered into as of the date last signed, (the "Effective Date") by and
<br />between Skylight Financial, Inc. {"Skylight"), and Orange County, NC ("Client"), each a "Party" and collectively referred to as the
<br />"Parties". Now therefore, in consideration of the mutual covenants and agreements provided herein and other good and valuable
<br />consideration, the Parties agree as follows:
<br />1. Format of Agreement.
<br />In addition to the payroll card program, other payroll related products or services ("Products") may be delivered to Client by Skylight
<br />from time to time, and they shall be set forth in a Statement of Work ("SOW") which will be attached hereto as an Exhibit and
<br />incorporated herein by this reference. In the event of a conflict of terms between a SOW and this Agreement, the terms of the SOW
<br />shall take precedence with respect to the product or services addressed in that SOW.
<br />Term and Termination.
<br />a. This Agreement will commence on the Effective Date and will continue for a period of three (3) years, unless terminated
<br />earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew for
<br />successive twelve {12) month terms ("Renewal Term"), unless either Party gives the other Party written notice of its intention
<br />not to renew this Agreement at least ninety (90) days prior to the end of the then-current term or Renewal Term.
<br />b. Either Party may terminate this Agreement upon thirty (30) days written notice to the other in the event the other Party
<br />breaches a material term of this Agreement and fails to cure such breach within such thirty (30) day period. In addition, either
<br />Party may terminate this Agreement immediately by written notice if the other Party makes an assignment for the benefit of
<br />creditors, is subject to a bankruptcy proceeding, is subject to the appointment of a receiver, or is unable to pay its debts as
<br />they become due.
<br />c. In the event this Skylight Services Agreement is terminated, any SOWS, Exhibits, Addendums, Agreements or other
<br />Attachments hereto- shall also be terminated upon the effective date of termination.
<br />Program Overview.
<br />a. SKylight shall provide Client with a payroll card program (the "Program") for its employees or independent contractors
<br />("Cardholders") which includes; (1) individual FDIC insured payroll card accounts ("Accounts"); (2) personalized or non-
<br />personalized debit cards to access those Accounts ("Cards"}; (3) web-based administrative tools for Client to manage the
<br />Program; (4) marketing, support, enrollment and employee information materials to facilitate promoting the Program
<br />("Materials"); and (5) live Customer Service for Cardholders which can be accessed using a toll free phone number.
<br />b. During the term of this Agreement, Skylight shall be the exclusive provider of the Program, Cards and Accounts, for all
<br />employees of Client, its Affiliates. Affiliate means, with respect to a Party, an entity that directly or indirectly, through one or
<br />more intermediaries, controls, is controlled by, or is under common control with such Party. For purposes of this definition,
<br />"control" shat! mean (i) fifty percent (50%) or more ownership or beneficial interest of income and capital of such entity; (ii}
<br />ownership of at least fifty percent (50%) of the voting power or voting equity; or (iii} the ability to otherwise direct or share
<br />management policies of such entity by contract or otherwise.
<br />c. The Program shall be sponsored by a FDIC member Bank who has authorized Skylight to market and service the Accounts.
<br />During the term of the Agreement, Skylight may select an alternate Bank for the Program, provided Skylight notifies Client at
<br />least thirty (30) days prior to the effective date of the change.
<br />a. Program Setup.
<br />a. An implementation, training and launch strategy and timeline will be mutually agreed upon by Skylight and Client.
<br />b. Skylight shall deliver the Cards to the Client in bulk for distribution to employees.
<br />c. For each new Cardholder, Client shall provide the employee's-name, address, and SSN through one of Skylight's approved
<br />enrollment methods. It is the responsibility of the Client to ensure that the enrollment information provided to Skylight is
<br />correct so all Cards and Materials are distributed to the proper Cardholder.
<br />d. The Card and Account can be used only upon acceptance by the employee of the Cardholder Terms and Conditions {"T&C")
<br />and usage is subject to the pricing set forth in Exhibit A. Any failure by the Cardholder to comply with the T&C may result in
<br />the closing of the Card or Account. Cardholders must pass an OFAC Screening and will also be verified using alternate
<br />methods to Insure compliance with the USA Patriot Act. If a Cardholder fails to pass these screenings, their Account will be
<br />closed. Cards and Accounts may not be rented, loaned, leased, sold, or otherwise transferred to any third party.
<br />e. Skylight will provide Client with Materials to promote the Program and additional, custom or translated Materials are available
<br />for an additional charge and will be priced on a job-by-job basis. Client may not change or alter the Materials without the prior
<br />written approval of Skylight.
<br />f. Skylight will prepare and provide Cardholders periodic statement information regarding the Cardholder's Account in a form
<br />that is compliant with the requirements of Regulation E for such statements.
<br />g. No interest will be payable on any Cardholder balances.
<br />5. Parties Duties and Obligations.
<br />a. Skylight shall be responsible for compliance with all banking, network and association operating guidelines with respect to the
<br />delivery and maintenance of the Program for Client. Skylight shall indemnify Client and be responsible for any and all fines,
<br />liabilities and assessments imposed as a result of any violations under this section.
<br />Services Agreement (Conf+dential) Page I ~
<br />Skylight - PayCard
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