Master Services Agreement

EXHIBIT 10.1

EXECUTION COPY

Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.

Master Services Agreement

by and between

ADVANTA BANK CORP.

and

GENPACT INTERNATONAL LLC, HUNGARIAN BRANCH

Dated March 15, 2007

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Attachments to the Master Services Agreement

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MASTER SERVICES AGREEMENT

     This Master Services Agreement (this “Agreement” ), dated March 15, 2007 and effective as of February 11, 2007 (the “Effective Date” ), is entered into by and between Advanta Bank Corp., a Utah industrial bank with its principal place of business located at Welsh and McKean Roads, P.O. Box 844 Spring House, PA 19477 ( “Advanta” ), and Genpact International LLC, 1251 Avenue of the Americas, 41st Floor, New York, NY 10020, a Delaware Limited Liability Company, through its branch located at Duna Plaza Offices, 4th floor, H-1138, Budapest Vàci ùt 178, Hungary ( “Supplier” ). As used in this Agreement, “Party” means either Advanta or Supplier, as appropriate, and “Parties” means Advanta and Supplier.

      WHEREAS, Advanta is an industrial bank chartered under the laws of the State of Utah and regulated by the United States Federal Deposit Insurance Corporation (“FDIC”) and the State of Utah Department of Financial Institutions that provides funding to small businesses and business professionals in the United States through innovative products and services, including through the issuance of credit cards and the provision of credit card services;

      WHEREAS , Supplier is in the business of providing, and is willing to provide Advanta, certain services; and

      WHEREAS, Supplier desires to provide to Advanta, and Advanta desires to obtain from Supplier, certain services and resources, as are described in this Agreement and as may be otherwise mutually agreed upon by Advanta and Supplier from time to time and documented in separate, written statements of work, which may include services and resources for call center operations, collection efforts, finance and accounting, research and analytics, and information technology; and

      WHEREAS , Supplier and Advanta desire to establish a mechanism for the execution of such statements of work and to document certain standard provisions that will govern the performance of the activities contemplated by each such statement of work.

      NOW, THEREFORE , for and in consideration of the agreements of the Parties set forth below, Advanta and Supplier agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

      1.1 Certain Definitions. Certain capitalized terms used herein shall have the meanings given to them in Attachment 1 (Definitions) hereto. Other capitalized terms used in this Agreement are defined in the context in which they are used, and shall have the meanings there indicated.

      1.2 Construction. References to “Article,” “Section” or “Sections” are, unless otherwise noted, references to the enumerated articles and the corresponding section(s) of this Agreement. References to any Law (or any item included in the term “Laws”) shall also mean references to such Law in changed or supplemented form, or to any newly adopted Law replacing such Law, as applicable. References to “day,” “month,” and “year” shall mean,

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respectively, calendar day, calendar month, and calendar year. Use of the word “include,” “includes” and “including” shall be deemed, as the context indicates, to be followed by the words “but (is/are) not limited to.”

      1.3 References to Attachments and Statements of Work. All references to “Statement(s) of Work” or “Attachment(s)” shall, unless otherwise noted, be deemed references to the noted Statement(s) of Work (as defined) or attachment(s) to this Agreement. All Statement(s) of Work and Attachments attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.

2. TERM.

      2.1 Term. The term of this Agreement shall commence on the Effective Date and remain in full force and effect for a period of three (3) years (the “Initial Term” ), and shall be automatically renewed for two successive one (1) year periods (each a “Renewal Term” ) on the same terms and conditions except that the Fees fixed for the Initial Term: (a) shall be ****** and (b) the Fees for the first Renewal Term shall be ******, unless Advanta provides written notice to Supplier of its election to terminate this Agreement at least one hundred and eighty (180) days prior to the last day of the then current Term. All outstanding Statements of Work shall terminate if this Agreement terminates.

      2.2 Statement of Work Term. Each Statement of Work under this Agreement shall have a separate term, as follows: the initial term of each SOW shall commence on the SOW Effective Date for such SOW, and shall end on the last day of the Initial Term as set forth in Section 2.1, the “SOW Initial Term” ). Advanta may, at its election, extend the term of any SOW (except any Pilot SOW, which may be extended upon the terms and conditions set forth in Section 2.3) for additional periods of up to one (1) year each, which shall be coterminous with the Renewal Term as set forth in Section 2.1 (each, a “SOW Renewal Term,” and all SOW Renewal Terms collectively with the SOW Initial Term, the “SOW Term” ) on the same terms and conditions then in effect, except that the Fees fixed for the SOW Initial Term set forth in the applicable SOW: (a) shall be ****** and (b) the fees for the first SOW Renewal Term shall be ******, by notifying Supplier of Advanta’s desire to renew at least ninety (90) days prior to the expiration of the SOW Initial Term or then-current SOW Renewal Term. If Advanta does not provide Supplier with such notice in accordance with this Section 2.2, the SOW shall automatically expire at the end of the SOW Initial Term or the then-current SOW Renewal Term, as applicable.

      2.3 Pilot SOW. Each Pilot SOW may be converted to an SOW at any time during the Pilot Period pursuant to mutual agreement, provided, however, that each Pilot SOW may be extended for up to three (3) months at Advanta’s election by written notice to Supplier thirty (30) days prior to the expiration of the Pilot Period. Advanta may terminate a Pilot SOW on fifteen (15) days prior written notice to Supplier during the Pilot Period, and shall pay ******. In the event that Advanta does not agree to convert a Pilot SOW to an SOW within fifteen (15) days after the expiration of the Pilot Period or elects to terminate a Pilot SOW for convenience, it shall pay ******.

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3. STATEMENTS OF WORK AND SERVICES.

      3.1 Statements of Work.

           a. Generally. The services, resources, and deliverables to be provided by Supplier hereunder will be described in one or more written Statement(s) of Work to this Agreement, each of which will be in substantially the form attached hereto as Attachment 2 (Sample Statement of Work (SOW)). Each SOW shall include a detailed description of the Services to be provided under the SOW and any Advanta responsibilities with respect to such Services. Each SOW shall be sequentially numbered in the order of execution ( e.g., SOW001, SOW002, etc.), shall be signed by an Authorized Representative of each Party and upon such execution shall be deemed to incorporate the provisions of this Agreement by reference. Supplier shall negotiate in good faith any new SOW that is requested by Advanta

           b. Pilots . The Parties agree that the initial Services in each functional area shall be considered pilot programs during which Advanta shall have the opportunity to evaluate the services, resources, and deliverables provided by Supplier. There shall be four separate pilot programs as follows: (i) Call Center/New Accounts; (ii) Finance and Accounting/ Settlements; (iii) Information Technology/Application Development and Services; and (iv) Collections or First Bucket Collections; or such other functions as set forth in the SOW for such pilot (each a “Pilot” ). The term of each Pilot shall be set forth in the applicable SOW (each a “Pilot Period”) . Each Pilot shall be documented by a separate SOW setting forth, among other things, the following:

                i.  scope of Services to be performed including work location, work hours and process mapping;

                ii.  staffing levels, qualifications, training procedures and a list of key employees performing the Services;

                iii.  information technology, equipment and software considerations ( e.g., set up, licensing);

                iv.  key Pilot performance measures including tollgates ( i.e., decision points during the term of the Pilot), stakeholders ( i.e., Advanta and Supplier personnel responsible for such decisions) and associated dates;

                v.  any Fees payable during the Pilot Period.

      3.2 Services.

           a. Generally. Commencing on the earliest SOW Effective Date, and continuing thereafter throughout the Term, Supplier shall provide the Services to Advanta and the Service Recipients in accordance with the terms and conditions of this Agreement. Services provided to the Service Recipients shall be deemed to be Services provided to Advanta. Supplier shall provide the Services in accordance with the Service Levels set forth in Attachment 4 and in

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the SOWs, the Policies and Procedures Manuals and, where the Service Levels and Policy and Procedures Manuals do not establish standards, in accordance with general industry standards for the Services being provided, to the extent Supplier is aware of such general industry standards through its own efforts or because Advanta has informed Supplier (“General Industry Standards”) . If Supplier’s performance of the Services in accordance with a particular new standard will require additional costs or expenses, the Parties will mutually agree on an equitable allocation of such costs and expenses.

           b. Performance of Services by Advanta, Advanta Affiliates, or Third Parties; Supplier Cooperation. Subject to Sections 4.2 and Section 26.12, Advanta shall have the right to perform or provide itself, or to retain third parties or Advanta Affiliates to perform or provide, any of the Services or any other services. To the extent Advanta itself performs any of the Services, or retains third parties or Advanta Affiliates to do so, Supplier shall cooperate in good faith with Advanta or such third party or Advanta Affiliate. Supplier shall immediately notify Advanta if an act or omission of such a third party or Advanta Affiliate may cause a problem or delay in providing the Services, and shall cooperate with Advanta to prevent or circumvent, or if unable to do so, mitigate the effects of such problem or delay.

           c. No Future Obligations; No Exclusivity. Supplier acknowledges and agrees that: (i) Advanta shall be under no future obligation to acquire additional or future products or services from Supplier or any Supplier Agent; and (ii) this Agreement in no way establishes any exclusive arrangement between Supplier and Advanta.

      3.3 Provision of Technology.

           a. Improved Technology. In providing the Services to Advanta, Supplier shall: (i) determine the commercially reasonable least cost/highest benefit methods to implement technological changes; (ii) maintain a level of technology, for technology provided by Supplier, that allows Advanta to take advantage of technological advances in order to remain competitive in Advanta’s business and the markets in which Advanta operates subject to Article 16; (iii) identify Improved Technology to the Steering Committee for its evaluation in connection with the Services, and provide sufficient information to enable the Steering Committee to conduct such evaluation; (iv) identify emerging risks and threats to the security of Advanta’s Confidential Information or the performance of the Services and identify technological, procedural or other solutions to protect against or mitigate such risks and threats; and (v) meet with the program manager appointed by Advanta (the “Advanta General Program Manager” ), at Advanta’s request, to inform Advanta of any Improved Technology or new information processing technology Supplier is developing, or information processing trends and directions of which Supplier is otherwise aware, that could reasonably be expected to have an impact on Advanta’s business. In the event there is a shift in the risks and threats faced by Advanta or the technology used in Advanta’s business that affects or might reasonably affect the Services, at Advanta’s request and to the extent such shift is not otherwise addressed in this Agreement, the Parties shall negotiate in good faith to address the effect, if any, of such shift on the Services and Fees.

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           b. New Supplier Technology. Without limiting any other provision of this Agreement, in the event Supplier either: (i) develops Improved Technology or other technological advances or changes to Supplier’s systems or software, and such technology, advances, or changes are used to provide services to other Supplier customers that are receiving services that are the same or substantially similar to the Services; or (ii) develops new or enhanced services, software, tools, products or methodologies to be offered to such customers, Supplier shall, to the extent permitted by Supplier’s contracts with such customers with respect to confidentiality and intellectual property obligations: (A) offer Advanta the opportunity to gain from such new technologies at commercially agreed terms pursuant to Article 16, after it has been tested; and (B) even if Advanta declines the foregoing opportunity, offer Advanta such Improved Technology on mutually agreed terms.

      3.4 Knowledge Sharing. On forty-five (45) days advance written notice from Advanta, Supplier shall: (a) explain to Advanta how the Services are being provided, and how the Services are going to be, or are proposed to be, provided in the future; (b) explain to Advanta how the Systems function and should be operated; and (c) provide to Advanta at Advanta’s cost such training and documentation as may be necessary to enable Advanta and its designees to understand, operate, and provide, as applicable, the Systems and Services during or after the Term.

      3.5 Information Technology Architecture-No Shared Environment. Prior to the SOW Effective Date for the first Pilot, Advanta and Supplier will procure and implement the necessary technology, including hardware, software and software licenses) to provide the Services in the SOWs set forth in Attachment 3 and shall perform all other tasks to implement the information technology architecture in accordance with Attachment 3, unless otherwise mutually agreed to by the Parties in writing. It is agreed between the Parties that Pilots that commence prior to April 1, 2007 will be running on a shared environment as set forth in Attachment 3. Supplier shall not migrate or relocate any of the Services or any of Advanta’s Confidential Information to a shared hardware or software environment without Advanta’s prior written approval, in its sole discretion, and if such approval is granted, Supplier shall ensure the security of such Services and/or Advanta Confidential Information.

      3.6 Allocation of Resources. In the event any Force Majeure Event or disaster causes Supplier to allocate limited resources between or among Supplier, Supplier’s Affiliates and customers, Advanta and the Service Recipients, and/or any third party, such allocation shall be as per the agreed Disaster Recovery Plan as applicable as set forth in each SOW.

      3.7 Policy and Procedures Manuals.

           a. For each SOW, within no less than fifteen (15) days prior to the Launch Date for the relevant Pilot SOW or SOW, unless the Parties agree to use Advanta’s existing policies and procedures manual(s) in any instance, Supplier shall deliver to Advanta for review and comment a draft policy and procedures manual that generally describes the activities Supplier proposes to undertake in order to provide the Services set forth in the applicable SOW, including, where appropriate, those direction, supervision, monitoring, quality assurance,

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staffing, reporting, planning, and oversight activities normally undertaken in connection with services similar to such Services. Each draft policy and procedures manual shall include: (i) a detailed description of how Supplier shall perform the applicable Services; (ii) a detailed description of the Equipment and Software that will be used to provide the applicable Services; (iii) further detailed information regarding the applicable Services, including operations manuals, user guides, forms of Service Level reports, call lists, “root cause analysis” procedures, escalation procedures, emergency procedures, and requests for approvals or information; and (iv) any other items requested by Advanta. Advanta shall provide all necessary and reasonable support and information to Supplier for Supplier for creation and finalization of the Policy and Procedures Manual.

           b. Advanta shall review each draft policy and procedures manual and provide comments and suggestions to Supplier, upon receipt of which the Parties shall discuss revision of the applicable draft manual in accordance with Advanta’s comments and suggestions, and Parties shall then mutually agree a revised draft. Advanta and Supplier shall repeat the foregoing review, comment, and revision process until a draft policy and procedures manual has been mutually agreed that meets Advanta’s requirements. The final policy and procedures manual for each SOW must be approved in writing by Advanta and, when approved by Advanta in writing, shall be deemed the “Policy and Procedures Manual” for such SOW and shall be attached thereto as SOW Attachment 1 (Policy and Procedures Manual).

           c. Supplier shall update and revise each Policy and Procedures Manual throughout the Term to reflect changes proposed by Advanta or changes in the Services and/or the policies, procedures, and resources used to provide the Services; provided that (i) no update or revision to a Policy and Procedures Manual shall be deemed incorporated into such Policy and Procedures Manual without Advanta’s prior written approval, (ii) updates and revisions shall be subject to Article 16, provided, however, that implementation of such updates and revisions shall be performed in compliance with timetables required by applicable Laws.

           d. All drafts of each Policy and Procedures Manual, including each final Policy and Procedures Manual, shall be deemed Advanta’s Confidential Information and property.

      3.8 Quality Assurance. To the extent not included in the Policies and Procedures Manual, Supplier shall develop and implement quality assurance processes and procedures for each SOW to ensure that each of the Services are performed in an accurate and timely manner and in accordance with: (a) the terms and conditions of this Agreement; (b) the Service Levels set forth in the applicable SOW; (c) the Advanta Regulatory Requirements; (d) General Industry Standards; and (e) any additional quality assurance requirements set forth in the applicable SOW. To the extent applicable, each set of quality assurance processes and procedures shall include, at a minimum, remote monitoring capability to allow for Advanta’s remote, real time monitoring of calls handled at Supplier’s Facilities. Each set of quality assurance processes and procedures may also include call recording and monitoring, verification, checkpoint reviews, testing, acceptance, and other procedures for Advanta to assure the quality and timeliness of Supplier’s and the Supplier Agents’ performance. Supplier shall submit each set of draft quality assurance

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processes and procedures to Advanta for its review, comment, and approval within fifteen (15) days prior to the Launch Date for each Pilot SOW and SOW. Advanta shall thereafter review the draft quality assurance processes and procedures and provide comments and suggestions to Supplier, upon receipt of which Supplier shall promptly revise the such draft processes and procedures in accordance with Advanta’s comments and suggestions and provide a further revised draft thereof to Advanta for review and approval within fifteen (15) days after receipt of Advanta’s comments; provided that Advanta and Supplier shall repeat the foregoing review, comment, and revision process until Advanta approves such draft processes and procedures in writing. The final quality assurance processes and procedures for each SOW must be approved in writing by Advanta and, upon Advanta’s final approval, shall be incorporated into the then-current Policy and Procedures Manual for such SOW. No failure or inability of any set of quality assurance processes or procedures to disclose errors or problems with the Services shall excuse Supplier’s or any Supplier Agent’s failure to comply with the applicable Service Levels or with any other terms or conditions of this Agreement. Any additional requirements shall be addressed in accordance with Article 16.

4. SUPPLEMENTAL SERVICES AND CHANGES IN SCOPE.

      4.1 Supplemental Services.

           a. Generally. Advanta may, from time to time during the Term and in its sole discretion, request that Supplier provide Supplemental Services. Any agreement of the Parties with respect to Supplemental Services shall be specified in either (i) an amendment to the applicable SOW, which amendment shall reference the matters and schedules listed in Section 3.1, to the extent applicable or (ii) in a separate SOW. Supplier shall use reasonable efforts to provide any Supplemental Service requested by Advanta.

           b. Requests and Proposals for Supplemental Services. Within fifteen (15) days following Advanta’s request for any Supplemental Service, Supplier shall in good faith provide Advanta with a draft SOW or SOW amendment corresponding to such Supplemental Service, along with an identification of any potential risks regarding the Supplemental Service (such as potential disruptions to Advanta or Service Recipient operations) and the actions that Supplier and/or Advanta would need to take in order to mitigate and/or eliminate such risks. Advanta shall review such SOW or SOW amendment and provide comments and suggestions to Supplier, upon receipt of which Supplier shall promptly revise the draft SOW or SOW amendment to the extent agreed between the Parties in accordance with Advanta’s comments and suggestions and provide a further revised draft of the SOW or SOW amendment to Advanta for review and approval within fifteen (15) days after receipt of Advanta’s comments; provided that Advanta and Supplier shall repeat the foregoing review, comment, and revision process until Advanta deems that the draft SOW or SOW amendment meets Advanta’s requirements and Advanta accepts in writing, in its sole discretion, such draft SOW or SOW amendment.

           c. Advanta Acceptance Required. Notwithstanding any other provision of this Agreement, Supplier shall not begin performing any Supplemental Services, and Advanta shall not be obligated to pay for any Supplemental Services, until Advanta has accepted the

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terms and conditions of such Supplemental Service in writing in accordance with Section 4.1(b), upon which acceptance and subject to Supplier’s written agreement to the same, such Supplemental Services shall be deemed part of the Services hereunder and shall be subject to the terms and conditions of this Agreement and of the applicable SOW.

      4.2 Increases or Reductions in Scope.

           a. Advanta may, upon Notice to Supplier, request increases or reductions in the scope of any or all Services (including any Services to be provided under a particular SOW(s)) beyond any range that may be set forth in a SOW. Upon receiving such Notice, Supplier shall consider Advanta’s increase-in-scope or reduction-in-scope request in good faith and shall submit to Advanta a change-in-scope proposal within ten (10) business days or such extended period as mutually agreed (such proposal, a “Change-in-Scope Proposal” ), which Change-in-Scope Proposal shall outline in sufficient detail the tasks to be performed to accomplish such proposed increases or reductions in the scope and the changes in Fees or other charges, if any, that will arise therefrom. Advanta, in its sole discretion, reserves the right to accept, modify, or reject any or all Change-in-Scope Proposals received from Supplier. Unless and until Advanta has accepted the terms and conditions of a Change-in-Scope Proposal in writing and Supplier has agreed to the same, the increase-in-scope or reduction-in-scope request and the Change-in-Scope Proposal shall not bind either Party and neither Party shall have any obligation to the other Party under such increase-in-scope or reduction-in-scope request or Change-in-Scope Proposal.

           b. The Operating Committee shall determine the resources that will change in order to provide the Services in light of such Change-in-Scope Proposal and the Parties will determine, in accordance with the applicable formula(s) set forth in the Fee Schedule in Attachment 8 and in the applicable SOW, the costs (including appropriate indirect and overhead costs) that shall be changed as and when the Change-in-Scope Proposal is implemented.

           c. Immediately upon the Parties’ agreement as to any Change-in Scope Proposal, Supplier shall proceed to implement the Change-in-Scope Proposal as quickly as feasible, but in no event later than three (3) months from the date of such agreement, or as otherwise mutually agreed. As, when, and to the extent the Change-in-Scope Proposal is implemented, the applicable Fees payable hereunder shall be adjusted in accordance with the Change-in-Scope Proposal.

           d. If within sixty (60) days following Supplier’s receipt of a Change-in-Scope Proposal from Advanta, the Parties have not agreed upon the changes to resources and Fees in accordance with the terms and conditions of this Section 4.2, then at the initiative of either Party the issue shall be resolved in accordance with the dispute resolution procedures set forth in Article 28.

5. SERVICE LEVELS AND PERFORMANCE STANDARDS.

      5.1 Generally. Unless otherwise specified in a particular SOW, Supplier’s performance of the Services shall be measured based on service levels as described in

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Attachment 4 and as set forth under the applicable SOW and otherwise under this Agreement (the “Service Levels” ). Supplier shall perform all Services with promptness and diligence, in a workmanlike manner, and in accordance with the Service Levels. Advanta may establish new Service Levels at any time, provided, that in the event appropriate metrics do not exist for the new Service Levels requested by Advanta, the Parties shall: (a) adopt Service Level metrics based on Advanta’s most recent twelve (12) month historical performance in the United States, (b) adopt Service Level metrics based on the most recent twelve (12) month historical performance of Supplier, if Supplier has performed the new Service Levels for Advanta for a twelve (12) month period; or (c) if no historical Advanta or Supplier twelve (12) month performance metrics are available for the new Service Levels, then the Parties shall look to Payment Card Industry Standards to set Service Level metrics. If a new Service Level is added without available historical Advanta or Supplier performance metrics, after a ninety (90) day evaluation period, the Operating Committee shall review the application of the new Service Level metric and implement mutually agreed adjustments. The Parties shall review such new Service Level metrics on a quarterly basis and implement revisions as mutually agreed.

      5.2 Measurement and Monitoring Tools. Supplier shall implement and use such measurement and monitoring tools and procedures as necessary to measure and report Supplier’s performance of the Services against applicable Service Levels at a level of reasonable detail acceptable to Advanta and sufficient for Advanta to verify compliance with the Service Levels. Supplier shall provide Advanta with access to such measurement and monitoring tools and procedures upon Advanta’s request. Supplier acknowledges and agrees that all fees or other charges for such measurement and monitoring tools and the resource utilization associated with their use have been included in the Fees set forth in the applicable SOW.

      5.3 Continuous Improvement; Periodic Reviews and Guaranteed Productivity Improvements.

           a. Supplier shall: (i) continuously identify reasonable ways to improve the level and efficiency and reduce the cost of Services delivered hereunder through process reengineering, technical improvement or otherwise; (ii) identify to the Operating Committee and, subject to the Operating Committee’s prior written approval, apply to the Services proven techniques and tools from other Supplier projects that would benefit Advanta either operationally or financially in relation to this Agreement; and (iii) adopt techniques and tools applicable to the Services as reasonably requested by the Operating Committee.

           b. Supplier acknowledges that the quality of the Services can and will be improved during the Term, and that the Service Levels shall be enhanced periodically in recognition of such anticipated improvement. Beginning within three (3) months after the first SOW Effective Date and, thereafter, at least annually, the Operating Committee shall periodically: (i) review the Service Levels and the performance data collected and reported by Supplier hereunder; (ii) modify the Service Levels to reflect (A) the higher performance levels actually attained by Supplier, (B) any improved performance capabilities associated with advances in the technologies and methods available to Supplier and (C) Payment Card Industry Standards and (iii) to the extent deemed reasonable and appropriate by the Parties, add new

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Service Levels to permit further measurement or monitoring of the accuracy, quality, completeness, timeliness, responsiveness, cost-effectiveness, and/or productivity of the Services. To the extent new Service Levels are added by the Operating Committee, in the event appropriate metrics do not exist for the new Service Levels the Operating Committee shall: (a) adopt Service Level metrics based on Advanta’s most recent twelve (12) month historical performance in the United States, (b) adopt Service Level metrics based on the most recent twelve (12) month historical performance of Supplier, if Supplier has performed the new Service Level for Advanta for a twelve (12) month period; or (c) if no historical Advanta or Supplier twelve (12) month performance metrics are available for the new Service Levels, then the Operating Committee shall look to Payment Card Industry Standards to set Service Level metrics. If a new Service Level is added without available historical Advanta or Supplier performance metrics, after a ninety (90) day evaluation period, the Operating Committee shall review the application of the new Service Level metric and implement mutually agreed adjustments. Supplier shall improve the quality of the Services to meet or exceed the enhanced Service Levels described in this Section 5.3, at no additional charge to Advanta, unless agreed otherwise.

           c. Supplier guarantees Advanta cumulative productivity improvements over the Initial Term of ****** measured as set forth in Attachment 8 (“Guaranteed Productivity Improvements”) . The Parties agree that the benefits of productivity improvements during the Initial Term in excess of the Guaranteed Productivity Improvements shall be shared between Advanta and Supplier in accordance with the procedures set forth in Attachment 8, or as otherwise agreed to by the Parties in writing:

                i.  At any time during the Initial Term, if Supplier believes that its cost of providing the Services under the Customer Service and Collections SOWs, respectively, can be reduced due to Supplier’s continuous improvements in the level and efficiency of performance of the Services through process reengineering, technical improvement or otherwise, Supplier shall prepare a written proposal to Advanta describing and quantifying such projected cost reductions and improvements in the level and efficiency of performance gains and setting forth a suggested metric or methodology for calculating the gains (an “Improvement Proposal” ).

                ii.  If Advanta approves an Improvement Proposal, after ninety (90) days have elapsed from the date of implementation of the approved Improvement Proposal, the Operations Committee shall evaluate and verify actual productivity improvements against Supplier’s forecasted gains included in the Improvement Proposal using the approved metric or as otherwise agreed. In the event the Operations Committee identifies and quantifies productivity improvements that have been achieved, the reduction in Fees shall be separately listed on Supplier’s monthly invoice as achieved productivity improvements for Advanta.

                iii.  Every ninety (90) days, the Operations Committee shall review Supplier’s performance and determine whether the productivity improvements under each approved Improvement Proposal have continued and whether the Guaranteed Productivity Improvements has been achieved. The Operations Committee will track the continued quantified

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productivity improvements reflected in a reduction of Fees and adjust Supplier’s performance record as appropriate to reflect reductions in net productivity improvements as appropriate. The cumulative quantified productivity improvements from all Improvement Proposals will continue to be separately listed on Supplier’s monthly invoice as achieved productivity improvements for Advanta. Once the cumulative productivity improvements have equaled the Guaranteed Productivity Improvements, Advanta shall share continued productivity improvements that are tracked and verified by the Operations Committee for the remainder of the Term as set forth in Attachment 8.

      5.4 Failure to Perform.

           a. ****** . Supplier agrees that if Supplier fails to meet any Key Service Level in any SOW, ****** in accordance with Attachment 4 and the applicable SOW in recognition of the diminished value of the Services resulting from such failure ******. Supplier acknowledges and agrees that such ****** shall not be deemed to limit any other remedy to which Advanta may be entitled hereunder or otherwise, whether at law, in equity, or otherwise, including termination. Supplier ****** under an SOW ****** if Supplier ******: for any Service Level that Supplier fails to meet ******, Supplier ****** for that Service Level for ******.

           b. Service Level Failure. If Supplier fails to meet any of the Service Levels in any SOW, Supplier shall immediately: (i) notify Advanta of such failure; (ii) perform a root cause analysis for such failure in order to identify the cause of such failure; (iii) provide Advanta with a report detailing the cause of, and a procedure for rapidly correcting, such failure; (iv) advise Advanta of the status of remedial efforts being undertaken with respect to such problems; (v) correct the failure and begin meeting the applicable Service Levels; and (vi) take appropriate preventive measures so that the Service Level failure and its underlying causes do not recur. Advanta shall be permitted to audit Supplier to determine whether appropriate preventive measures have been implemented and are effective.

6. TRANSITION.

As part of the Services and at Advanta’s request, Supplier shall provide all services required to smoothly transition any Advanta-provided or Service Recipient-provided services to Supplier, including by providing all services necessary to implement the transition plans and any other related services (such transition services, the “Transition Services” ). The Transition Services shall be deemed to include the provision of any Equipment and Software (subject to Article 19 hereof) used to effect such transition, as may be set forth in any applicable SOW or otherwise communicated in writing by Advanta to Supplier. All Transition Services shall take place in the time frames set forth in the applicable SOW and the Transition Fees for such Transition Services shall be as set forth in Attachment 5 (Transition Services and Fees) and as otherwise set forth in the applicable SOW.

7. MANAGEMENT AND GOVERNANCE.

****** — Denotes material that has been omitted and filed separately with the Commission.

      7.1 Operating Committee. The day-to-day management of the Services, including management of the technical operations supporting the Services, shall be undertaken by an operating committee (the “Operating Committee” ), comprised of at least six (6) members, an equal number of which shall be appointed by each of Advanta and Supplier. At least one (1) of the Supplier-appointed members of the Operating Committee shall devote substantially all of their business time to the management duties of the Services; initially, such individual shall be ******. In the event a member of the Operating Committee is to be replaced, such replacement shall be made by the Party whose employee is to be replaced. Prior to Supplier making such replacement, Supplier shall consult in good faith with Advanta on such matter. In the event Advanta raises any concerns as to the performance of a member of the Operating Committee appointed by Supplier, Supplier shall, subject to requirements of Laws, react appropriately to alleviate such concerns. The Operating Committee shall have no power to amend this Agreement.

      7.2 Steering Committee . The ongoing operations of the Services shall be overseen by a steering committee (the “Steering Committee” ), comprised of at least three (3) members appointed by Advanta and three (3) members appointed by Supplier. The Steering Committee shall be responsible for strategic direction and oversight for the Services, including: (i) addressing disputes that arise hereunder; (ii) overseeing the financial performance of the Services; (iii) addressing strategic improvements to technology used to provide the Services; (iv) addressing continuous improvement of the Services; (v) addressing adjustments in the scope of the Services; and (vi) reviewing all other matters that the Parties agree should be reviewed by the Steering Committee. The initial Advanta members of the Steering Committee shall be ******. The initial Supplier members of the Steering Committee shall be ******. In the event a member of the Steering Committee is to be replaced, such replacement shall be made by the Party whose employee is to be replaced; provided, however, that any replacement member of the Steering Committee shall have at least substantially the same qualifications of the member that is replaced and, prior to making such replacement, such Party shall consult in good faith with the other Party on such matter. In the event a Party raises any concerns as to the performance of a member of the Steering Committee appointed by the other Party, the other Party shall, subject to requirements of Laws, react appropriately to alleviate such concerns. The Steering Committee shall meet from time to time as its members consider necessary, but in no event less than once per quarter. Meetings may be held in person or wholly or partly by way of telephone or video conference; provided that the Steering Committee conduct at least one in-person meeting annually. In addition, representatives of the Parties shall meet periodically throughout the Term, or as requested by Advanta, to discuss matters arising under this Agreement. For each Steering Committee meeting, upon Advanta’s request, Supplier shall prepare and distribute an agenda (including any topics designated by Advanta) in advance of such meeting to all anticipated participants, and shall record and promptly distribute minutes for such meeting for review and approval by Advanta.

      7.3 Program Specific Managers and Contact Persons . Each of Advanta and Supplier shall designate the following Program specific managers and contact persons:

****** — Denotes material that has been omitted and filed separately with the Commission.

           a. General Program Manager . A General Program Manager charged with general oversight responsibility of the Services, who shall serve as the principal point of contact for each Party with respect to overall Services issues and who shall attend meetings of the Steering Committee (each a “General Program Manager” ). Each General Program Manager shall: (i) have overall responsibility for managing and coordinating the performance hereunder of the Party that appointed him or her; (ii) be authorized to act for and on behalf of such Party under this Agreement; and (iii) be responsible for attempting to resolve disputes concerning this Agreement in accordance with the dispute resolution procedures set forth in Article 28. The General Program Manager appointed by Supplier (the “Supplier General Program Manager” ) shall be subject to Advanta’s prior written approval, shall serve as Supplier’s single point of contact and accountability for Advanta in regard to the Services and this Agreement, shall be dedicated full time to the provision of the Services hereunder, and shall be stationed during the Term at Supplier’s Facilities where the Services are being performed, initially Hyderabad, India. Advanta shall have a meaningful opportunity to provide information to Supplier with respect to Advanta’s evaluation of the performance of the Supplier General Program Manager.

           b. Additional Persons. Such additional persons as the Steering Committee deems appropriate to serve as the point of contact for each of Advanta and Supplier with respect to other specific subject areas, including customer dispute resolution, complaints, fraud and anti-money laundering.

8. SUPPLIER OFFICE SPACE AND FACILITIES.

      8.1 Office Space. Supplier shall provide to Advanta, without additional charge, furnished office space (together with power, air conditioning, telephone, network, and other utilities) at any Supplier Facility for the use of the Advanta General Program Manager and his or her designees when visiting such Supplier Facility in relation to this Agreement. Advanta shall comply with all policies and procedures provided to Advanta in writing in advance that govern access to and use of such Supplier Facilities.

      8.2 Supplier Facilities. The following terms and conditions shall apply to any Supplier Facilities and any Services provided therein or therefrom:

           a. Supplier shall manage and maintain in good working order the building and property electrical systems, water, sewer, lights, heating, ventilation and air conditioning systems (i.e., HVAC), physical security services, and general custodial/landscape services. As between the Parties, Supplier shall be responsible for the costs of applicable leases and related leasehold improvements with respect to the Supplier Facilities.

           b. Except with respect to Pilots and as otherwise set forth in the SOWs, Supplier shall maintain segregated space dedicated solely to Advanta sufficient to provide the Services in each Supplier Facility used under this Agreement. Supplier shall maintain a logically and physically isolated network for Advanta in accordance with the Advanta Data Security Standards. In no event shall Supplier provide any Services from a space in a Supplier Facility that is shared with any third party unless Supplier receives the prior written consent of Advanta, which Advanta may withhold in its sole discretion. Advanta shall be permitted to audit

****** — Denotes material that has been omitted and filed separately with the Commission.

Supplier’s compliance with this Section 8.2 upon written Notice to Supplier at any time during the Term.

           c. Supplier shall be solely responsible and liable for any damage to the Supplier Facilities.

           d. Supplier shall, and shall cause the Supplier Agents to: (i) keep the Supplier Facilities in good order; and (ii) not use such facilities for any purpose, or act, in violation of any Laws or Card Association Rules.

           e. Supplier shall, and shall cause the Supplier Agents to, immediately inform Advanta of any breaches in security or potential breaches in security at any of the Supplier Facilities that have compromised or could compromise the Services in any way, including by compromising the security of Advanta’s Confidential Information. Supplier shall be fully responsible and liable to Advanta for any and all such security breaches and any loss or damage arising therefrom or related thereto.

           f. Supplier shall not change the location of Supplier Facilities without Advanta’s prior written consent.

      8.3 Advanta Facilities. In the event that Supplier or any Supplier Agents performs any Services at any Advanta Facilities, Supplier agrees to comply with and shall cause such Supplier Agents to comply with all security, confidentiality, safety and health policies of Advanta that have been communicated to Supplier or Supplier Agents. Supplier shall take all necessary precautions to prevent, and shall be responsible for, any injury to any persons (including employees of Advanta) or damage to property (including Advanta’s property) arising from or relating to Supplier’s or Supplier Agents’ performance of the Services or the use by Supplier or Supplier Agents of any Advanta equipment, tools, facility or other property.

      8.4 Safety and Security. Except as otherwise expressly provided herein, Supplier shall, and shall cause the Supplier Agents to, maintain and enforce at any Supplier Facilities used to provide the Services safety and security procedures that are at least equal in scope and stringency to safety and security procedures for such facilities required by the Advanta Data Security Standards, provided, however, that in Physical Access Control (General Facility) Supplier shall provide security guards 24 hours a day/7 days a week during the Pilot Period in lieu of proximity cards, combination locks and other devices; and all visitors must be preapproved by Advanta, except for Supplier employees and Supplier-approved vendors and subcontractors. In particular, Supplier shall, and shall cause the Supplier Agents to, maintain logical and physical security and safety procedures for Advanta’s Confidential Information, which safety and security procedures shall protect Advanta Confidential Information from: (i) unauthorized access, (ii) theft including theft of Advanta Confidential Information by employees of Supplier or Supplier Agents, (iii) dishonest misappropriation of Advanta Confidential Information by Supplier or Supplier Agents or their respective employees, (iv) fraudulent or dishonest disposal of Advanta Confidential Information by Supplier or Supplier Agents or their respective employees, (v) fraudulent or dishonest inducement for delivery or retention of Advanta Confidential Information by Supplier or Supplier Agents or their respective employees,

****** — Denotes material that has been omitted and filed separately with the Commission.

(vi) dishonest or fraudulent removal or concealment of Advanta Confidential Information by Supplier or Supplier Agents or their respective employees, (vii) damages to any computer, computer system or computer network, computer data base containing Advanta Confidential Information by Supplier or Supplier Agents or their respective employees, and (ix) hacking with computer systems containing Advanta Confidential Information by Supplier or Supplier Agents or their respective employees. Supplier shall be fully responsible and liable to Advanta for any and all breaches of this Section 8.4 and any loss or damage arising therefrom or related thereto.

9. EQUIPMENT AND SOFTWARE.

      9.1 Dedicated Network Equipment and Software. Supplier shall purchase certain network Equipment and license certain network Software, as specified in Attachment 6, which Equipment and Software shall be dedicated to Advanta and used exclusively to perform the Services (the “Dedicated Equipment and Software” ). Supplier shall be responsible for configuring, installing, testing, implementing and maintaining the Dedicated Equipment and Software at Advanta’s direction. Supplier shall pay the purchase price and license and maintenance fees for the Dedicated Equipment and Software, which shall be passed through to Advanta at Supplier’s ******. Supplier shall monitor and control access, both physical and logical to the Dedicated Equipment and Software at all times so as to prevent any unauthorized access or use. From time to time, at Advanta’s direction and at Advanta’s cost, Supplier shall change, modify, upgrade and/or replace the Dedicated Equipment and Software. If Supplier believes that such a change, modification, upgrade or replacement is necessary or desirable, Supplier shall promptly notify Advanta and inform Advanta of the cost of the proposed action and any impact thereof on the Services, but shall take no action without Advanta’s prior written consent. Upon Advanta’s approval of such action, Supplier shall install, configure, test, implement and maintain the change, modification, upgrade or replacement and shall pass any additional purchase price and/or license or maintenance fees through to Advanta at Supplier’s ******. Any Loss caused due to non-occurrence of the change, modification, upgrade or replacement due to Advanta’s refusal shall not be to the account of Supplier.

      9.2 Supplier-Provided Equipment. If requested by Advanta and subject to Article 16, Supplier shall supply or acquire new computing, processing, telecommunications, and other equipment, hardware, and associated attachments, features, accessories and peripheral devices (including storage devices and printers), as necessary or appropriate to provide the Services. Such new equipment and materials, collectively with any equipment that is designated in the applicable SOW as “Supplier-Provided,” shall be deemed the “Supplier-Provided Equipment” for purposes of this Agreement. Supplier shall acquire all Supplier-Provided Equipment, solely from reputable manufacturers of such products. Unless otherwise requested by Advanta, all Supplier-Provided Equipment shall be purchased or leased in the name of the Supplier.

      9.3 Software Currency .

           a. Currency of Software. Subject to Advanta’s prior written approval, Supplier shall maintain, in accordance with Supplier’s internal policies and the Policies and Procedures Manuals, reasonable currency for all Software (including the Core Software) and

****** — Denotes material that has been omitted and filed separately with the Commission.

shall provide “help desk” and other support for all new releases and versions of the Software. For purposes of this Section 9.3, “reasonable currency” shall mean that, unless otherwise directed by Advanta: (i) Supplier shall maintain the Software within one Major Release of the then-current Major Release; and (ii) Supplier shall install Minor Releases promptly upon their availability.

           b. Release Testing. Prior to installing any Major Release or Minor Release, Supplier shall confer with Advanta and shall evaluate and test such Major Release or Minor Release to verify that such release: (i) will perform in accordance with this Agreement and the architectures and standards established by Advanta; (ii) will not increase Advanta’s total cost of receiving the Services; (iii) will not require any material changes to Advanta’s systems, software, or equipment; and (iv) will not adversely impact the functionality, interoperability, performance, or resource efficiency of the Services. Such evaluation and testing shall be at least as rigorous and comprehensive as the evaluation and testing usually performed by highly qualified outsourcing service providers under such circumstances and shall be subject to the oversight and direction of the Operating Committee. Supplier shall provide Advanta with all results of such testing and evaluation, which results shall be deemed Advanta’s Confidential Information and property. Notwithstanding the foregoing, Supplier shall not install any Major Release or Minor Release if directed not to do so in writing by Advanta.

           c. Other Terms. Advanta and the Service Recipients shall have the right, but not the obligation, to install new releases of, replace, or make other changes to any Advanta-Provided Software or other Software for which Advanta is financially responsible hereunder with reasonable notice to Supplier to allow for changes as necessitated by installation of new releases, replacements or changes in any Advanta-Provided Software but without any requirement for Supplier’s consent.

10. REQUIRED CONSENTS.

Supplier shall obtain and maintain, and shall pay all costs (including transfer, re-licensing, and termination fees and expenses) related to obtaining and maintaining the Required Consents; except that Advanta shall obtain and maintain and shall pay all costs (including transfer, re-licensing, and termination fees and expenses) related to the Required Consents for the Advanta-Provided Third Party Software set forth on Attachment 7 (Advanta-Provided Third Party Software). In the event a Required Consent is not obtained, then, unless and until such Required Consent is obtained, Supplier shall determine and adopt, subject to Advanta’s prior written approval, such alternative means as are necessary and sufficient to provide the Services without such Required Consent and without causing Advanta or Supplier to violate any Laws or Card Association Rules. ******.

11. REPORTS AND FORECASTING.

      11.1 Reports. The reports to be issued by Supplier to Advanta in connection with each SOW shall be set forth in an attachment to such SOW (SOW Attachment 3 (Reports)). All such reports shall, except as otherwise agreed in writing by the Parties or as otherwise set forth in the applicable SOW, be issued at the frequency requested by Advanta, and shall be in a format

****** — Denotes material that has been omitted and filed separately with the Commission.

agreed between the Parties. All such reports shall be securely “web-enabled” by Supplier ( i.e., shall be accessible to applicable Advanta employees and agents via a secure connection to the World Wide Web) throughout the Term starting sixty (60) days after the end of the Pilot Period for each SOW. Such reports shall include a monthly Supplier performance report, which shall be delivered to Advanta within ten (10) business days after the end of each calendar month (commencing with the month during which the SOW Effective Date falls), describing Supplier’s performance of the Services in the preceding month (the “Monthly Performance Report” ). Each Monthly Performance Report shall: (a) separately address Supplier’s performance in each area of the Services; (b) for each area of the Services, assess the degree to which Supplier has attained or failed to attain the Service Levels and other objectives in that area; (c) explain deviations from the Service Levels and other objectives, and include a plan for corrective action where appropriate; (d) describe the status of applications development projects (if any), problem resolution efforts, and other initiatives; (e) set forth a record of changes to all applicable Equipment, Software, and personnel, and describe planned changes during the upcoming month that may affect the Services; (f) set forth the utilization of resources for the month and report on utilization trends and statistics; and (g) include such documentation and other information as Advanta may request to verify compliance with this Agreement.

      11.2 Financial, Forecasting, and Budgeting Support. Each SOW shall set forth the forecasting to be issued by Advanta to Supplier in connection with such SOW. Advanta may modify the forecasting to be issued pursuant to each SOW in its sole discretion. Supplier agrees that: (a) all such forecasts are estimates and shall not be considered a guarantee of volumes; (b) the actual information related to such forecasts is subject to variation; and (c) Advanta shall have no liability whatsoever in connection with such forecasts or variations except for adjustments to the Fees as set forth in Attachment 8). On a monthly basis (or more frequently if requested by Advanta), Supplier shall provide information to Advanta regarding opportunities if any to modify or improve the Services and/or to reduce the Fees and/or total cost to Advanta of receiving the Services.

12. FEES, CHARGES, AND EXPENSES.

      12.1 Fees, Costs and Expenses. All fees payable to Supplier under this Agreement (the “Fees” ) for the Services and any Deliverables hereunder are set forth in Attachment 8 and, with respect to Transition Fees, Attachment 5, unless otherwise set forth in a SOW. The Fees may be adjusted based on ****** as set forth in Attachment 8. All Fees and Transition Fees, costs and expenses shall be calculated and paid in US dollars. Beginning eighteen (18) months after the Effective Date, Advanta may elect to pay the Fees on a ****** instead of a ****** for individual processes at rates mutually agreed upon in writing by Advanta and Supplier. Advanta shall not be required to pay Supplier any amounts for the Services other than those payable under this Section 12.1 and the applicable SOW. Any Fees and Transition Fees that constitute charges by third parties to Supplier which are permitted by this Agreement to be passed through to Advanta hereunder shall be passed through to Advanta ******. Periodic charges under this Agreement are to be calculated on a calendar month basis, and shall be prorated for any partial month. Except as expressly set forth in this Agreement, all costs and expenses that Supplier or Supplier Agents shall incur in providing the Services have been included in the Fees and

****** — Denotes material that has been omitted and filed separately with the Commission.

Transition Fees set forth herein and in the applicable SOW, and no additional costs or expenses shall be reimbursed or reimbursable by Advanta unless specifically agreed to by Advanta in advance in writing. If Advanta agrees to any such reimbursement, such reimbursement shall be in accordance with Advanta’s standard expense policy as may be modified from time to time.

      12.2 Invoicing. On or before the fifteenth (15 ^th ) day of each month during the Term, Supplier shall invoice Advanta for the Services performed in accordance with this Agreement during the previous month. Supplier invoices shall be itemized as designated by Advanta, and shall include the calculations utilized to establish the charges. Supplier shall render a single invoice to Advanta with the charges sorted by SOW showing such details as reasonably specified by Advanta or as necessary to satisfy Advanta’s internal accounting and chargeback requirements (such as allocating charges among locations, and departments). Such invoice shall separately state the amounts of taxes, if any, Supplier is collecting from Advanta, and applicable taxes owed by Advanta, if any, by tax jurisdiction.

      12.3 Payment. Subject to the other provisions of this Article 12, undisputed invoices properly submitted to Advanta pursuant to this Agreement shall be due and payable by Advanta within thirty (30) days after receipt thereof and any overdue payments shall be payable with interest of LIBOR+150 basis points.

      12.4 Credits, Refundable Items, Reimbursable Items, and Set-Off .

           a. Credits. To the extent a credit may be due Advanta pursuant to this Agreement, Supplier shall provide Advanta with an appropriate credit against amounts then due and owing; if no further payments are due to Supplier under an applicable SOW, Supplier shall pay such amounts to Advanta within thirty (30) days following the credit becoming due.

           b. Reimbursable Items. Without limiting any other provision of this Agreement, Supplier shall pay, or promptly reimburse Advanta at Advanta’s request, for any third party vendor fees, charges, or costs arising out of or related to: (i) Supplier’s or any Supplier Agent’s improper use of the Equipment or Software; or (ii) Supplier’s or any Supplier Agent’s interaction with any third party vendor for purposes of providing support or maintenance to correct an error or problem with the Software or Equipment, when such third party vendor is not responsible for, or its product is not a cause of, such error or problem.

           c. Set-Off. With respect to any amount to be paid by Advanta hereunder, Advanta may set-off against such amount any amount that Supplier is obligated to pay to Advanta or for which Supplier is required to reimburse Advanta hereunder.

      12.5 Recurring Costs. If general conditions or technology changes materially reduce Supplier’s recurring costs in providing the Services, Supplier shall renegotiate with Advanta to share those net reduced costs with Advanta.

      12.6 Pass-Through and Incidental Expenses .

****** — Denotes material that has been omitted and filed separately with the Commission.

           a. Pass-Through Expenses. “Pass-Through Expenses” are charges to be paid either directly by Advanta, or through Supplier on an “out-of-pocket expense” basis. Pass —Through Expenses shall include the costs for the Supplier purchased Dedicated Equipment and Software set forth on Attachment 6 and the costs for travel and hospitality services Supplier will be providing Advanta employees visiting India, such as transportation to and from the airport, hotel and Supplier facilities, supplying a cell phone with international calling service to the US, hotel accommodations and emergency medical care. Any other Pass-Through Expenses shall be set forth in each SOW or otherwise approved in advance and in writing by Advanta.

                i.  If the Parties agree that a particular Pass-Through Expense is to be paid by Advanta directly, Supplier shall promptly provide Advanta with the original third-party invoice for such expense together with a confirmatory statement that Supplier has reviewed the invoiced charges and made a good faith determination of which charges are proper and valid and should be paid by Advanta.

                ii.  For all Pass-Through Expenses not paid by Advanta directly, Supplier shall: (A) review the invoiced charges and make a good faith determination of which charges are proper and valid and should be paid; (B) provide Advanta with a reasonable opportunity to review the invoice to confirm Supplier’s determination; and (C) upon receipt of Advanta’s written notice that the charges are acceptable, pay the amounts due and invoice Advanta therefore in accordance with the terms and conditions hereof.

           b. Minimization of Pass-Through Expenses. Supplier shall use reasonable efforts to minimize all Pass-Through Expenses. Without limiting any other provision of this Agreement, with respect to any services or materials paid for on a Pass-Through Expense basis Advanta reserves the right to: (i) obtain such services or materials directly from a third party; (ii) designate the third party source for such services or materials; (iii) designate the particular services or materials ( e.g., equipment make and model) that Supplier shall obtain; (iv) require Supplier to identify and consider multiple sources for such services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expenses for such services or materials prior to Supplier entering into any agreement for such services or materials.

           c. Incidental Expenses. Supplier acknowledges and agrees that, except as otherwise provided in this Agreement: (i) expenses that are expected to be incurred in performing the Services (including, e.g., local travel and lodging in India for Supplier employees, and routine document reproduction and shipping internal between Advanta and Supplier, and routine long-distance telephone internal between Advanta and Supplier) are already included in the Fees; and (ii) therefore, such Supplier or Supplier Agent expenses shall not be separately reimbursable by or invoiced to Advanta hereunder. Notwithstanding the foregoing, travel and lodging expenses for Transition Services shall be paid by Advanta in accordance with Attachment 5.

      12.7 Disputed Payments. Advanta may withhold payment of any invoice or portion thereof that Advanta disputes in good faith. If an invoice includes both disputed and undisputed charges, Advanta shall pay all undisputed items in accordance with this Article 12 and the

****** — Denotes material that has been omitted and filed separately with the Commission.

applicable SOW, and may withhold payment of the disputed charges in accordance with this Section 12.7. If Advanta has already paid a disputed charge ( i.e., if Advanta elects, after paying a particular charge, to dispute the charge), Advanta may set-off the disputed charge against other charges owed by Advanta hereunder. Advanta shall notify Supplier in writing on or before the date that any amount is so withheld (whether in respect of a dispute on a current invoice or as a set-off) and describe, in reasonable detail, the reason for such withholding. Advanta and Supplier shall diligently pursue an expedited resolution of such dispute in accordance with the dispute resolution procedures set forth in Article 28. Neither the failure to dispute any Fees or amounts prior to payment nor the failure to withhold any amount shall constitute, operate, or be construed as a waiver of any right Advanta may otherwise have to dispute any Fee or amount or recover any amount previously paid.

      12.8 Accountability. Supplier shall maintain, and shall cause the Supplier Agents to maintain complete and accurate records of and supporting documentation for the amounts billable to and payments made by Advanta hereunder, in accordance with generally accepted accounting principles in the United States applied on a consistent basis. Supplier agrees to provide Advanta with documentation and other information with respect to each invoice as may be reasonably requested by Advanta to verify accuracy and compliance with the provisions of this Agreement. Advanta and its authorized agents and representatives shall be granted access to such records by Supplier for purposes of audit during normal business hours during the Term and during any additional period for which Supplier is required to maintain such records.

      12.9 Cost Reductions. From time to time, Advanta may request that the Parties work together through the Steering Committee to identify ways to achieve reductions in the cost of service delivery and corresponding reductions in the Fees to be paid by Advanta, by modifying or reducing the nature or scope of the Services to be performed by Supplier, the applicable Service Levels, or other contract requirements. If requested by Advanta, Supplier shall promptly prepare and present to the Steering Committee a detailed proposal identifying all viable means of achieving the desired reductions without adversely impacting business objectives or requirements identified by Advanta. In preparing such a proposal, Supplier shall give due consideration to any means of achieving such reductions proposed by Advanta. The Steering Committee shall not be obligated to accept or implement any such proposal, and Supplier shall not be obligated to implement any change that affects the terms of this Agreement, unless and until such change is reflected in a written amendment to this Agreement.

13. TAXES.

The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:

      13.1 Personal Property; Franchise; Income. Each Party shall be responsible for any personal property taxes on property it owns or leases, for franchise and privilege taxes on its business, and for taxes, surcharges or cesses based on its net income or gross receipts.

****** — Denotes material that has been omitted and filed separately with the Commission.

      13.2 Sales and Use. Supplier shall be responsible for any import, export, sales, use, excise, value-added, services, consumption, and other taxes, surcharges, cesses, fees, levies and duties, including those imposed by Indian Governmental Authorities, payable by Supplier on any goods or services used or consumed by Supplier in providing the Services where the tax is imposed on Supplier’s acquisition or use of such goods or services and the amount of tax is measured by Supplier’s costs in acquiring such goods or services. Supplier shall also be responsible for any import, export, sales, use, excise, value-added, services, or consumption tax and other taxes, surcharges, cesses, fees, levies and duties, including those imposed by Indian Governmental Authorities, that are assessed on the provision of the Services as a whole, or on any particular Service(s) or parts thereof by the jurisdictions from which Supplier is providing such Services. Advanta shall be responsible for any import, export, sales, use excise, value-added, services or consumption tax imposed by any jurisdiction in which Advanta is located or otherwise receives the Services, including without limitation such taxes imposed with respect to Services performed onsite at Advanta facilities. In the event that any new import, export, sales, use, excise, value added, services, consumption, or other taxes, surcharges, cesses, fees, levies and duties, including those imposed by Indian Governmental Authorities, are assessed on the provision of any of the Services in the future, the Party responsible for such taxes under the previous sentences of this Section 13.2 shall be responsible for the payment of such new or additional taxes.

      13.3 Cooperation. The Parties agree to cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. Each Party shall provide and make available to the other any resale certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by the other Party.

      13.4 Claim Settlement. Supplier shall promptly notify Advanta of, and assist Advanta in coordinating the response to and settlement of, any claim for taxes asserted by applicable Governmental Authorities for which Advanta may be responsible hereunder, it being understood that with respect to any claim arising out of a form or return signed by either Party, such Party shall have the right to elect to control the response to and settlement of the claim, but the other Party shall have all rights to participate in the responses and settlements that are appropriate to its potential responsibilities or liabilities. If Advanta requests Supplier to challenge the imposition of any tax, Advanta shall reimburse Supplier for the pre-approved reasonable legal fees and pre-approved expenses incurred directly by Supplier in providing such assistance. Advanta shall be entitled to any tax refunds or rebates granted to the extent such refunds or rebates are of taxes that were paid or to be paid by Advanta.

      13.5 Withholding Taxes. Supplier shall provide any documentation ( e.g., Form W-9, Form W-8ECI, Form W-8BEN, etc . ) required or reasonably requested by Advanta to enable it to make payments under the Agreement without any deduction or withholding for or on the account of any tax. Notwithstanding the foregoing, in the event that an applicable taxing authority shall determine that withholding taxes are applicable to any such payments, Supplier shall be responsible for such payments.

****** — Denotes material that has been omitted and filed separately with the Commission.

14. [INTENTIONALLY DELETED].

15. BENCHMARKING.

      15.1 Benchmarked Services. Beginning after the first (1st) anniversary of a SOW Effective Date, Advanta may, at any time not more than annually, initiate a benchmark analysis of the costs, performance, quality, resource utilization, and charges of and for the Services or any portion thereof (such Services, the “Benchmarked Services” , and such analysis, the “Benchmark Analysis” ). Advanta shall, in good faith, select and contract with an independent benchmarking entity (the “Benchmarker” ) to perform the Benchmark Analysis. All third party costs of each Benchmark Analysis shall be borne by Advanta. All results of any Benchmark Analysis, and any materials created pursuant to the Benchmark Analysis, shall be deemed Advanta’s Confidential Information and property.

      15.2 Procedure. The Benchmarker shall execute an appropriately protective confidentiality agreement in favor of each of the Parties. The Benchmarker shall perform the Benchmark Analysis in accordance with the Benchmarker’s documented procedures (as modified herein), which shall be provided to the Parties prior to the start of the Benchmark Analysis. The Benchmarker shall be instructed to use its professional judgment as to the appropriate processes and methodologies to be applied as part of the Benchmark Analysis; provided that if the Parties agree on specific directions, processes, or methodologies to be used by the Benchmarker that are different from the Benchmarker’s documented procedures, the Benchmarker shall be provided such directions, processes, and methodologies, and shall be instructed to comply therewith in performing the Benchmark Analysis.

      15.3 Representative Sample; Benchmark Analysis. For purposes of the Benchmark Analysis, the Benchmarker shall compare the costs, performance, quality, resource utilization, and charges of and for the Benchmarked Services to the costs, performance, quality, resource utilization, and charges of and for similar services as performed by a representative sample of well-managed organizations engaged in providing financial services (the “Representative Sample” ). The Benchmarker shall select the Representative Sample from among entities: (a) identified by the Benchmarker; and (b) identified by a Party and approved by the Benchmarker. The Benchmarker shall conduct its Benchmark Analysis as promptly as is prudent under the circumstances, and shall normalize the data used to perform the Benchmark Analysis to accommodate, geographic location of the Services, differences in volume of services, economies of scale, scope of services, workload and complexity factors (including operating environment), service levels, financing or payment streams, appropriate overhead, duration and nature of the contractual commitment, contractual terms, conditions and allocation of risk, productivity commitments, quality, service levels, amount of investment made by the service provider in the customer’s equipment and personnel and other pertinent factors to ensure the unique factors of each relationship are taken into account by the Benchmarker.

      15.4 Benchmarking Results. The Benchmarker shall issue a confidential, preliminary written report to the Parties reflecting its Benchmark Analysis findings. The Parties shall review the preliminary report and provide any comments in writing. The Benchmarker shall be

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instructed to consider any such comments received and, after such consideration and making any adjustments that it deems appropriate in its sole discretion, issue a final written report of its finding and conclusions, which final report shall be deemed Advanta’s Confidential Information and property. Based upon the final results of the Benchmark Analysis, Supplier shall cooperate with Advanta to investigate variances, if any, and to take corrective action to respond to any deficiencies; provided that if such results show that the Fees paid by Advanta are ******. Any dispute as to such deficiencies, variances, or reduction shall be resolved pursuant to the dispute resolution procedures set forth in Article 29.

16. SUPPLIER CHANGE CONTROL.

      16.1 General Requirements. The Parties agree that only Advanta may initiate a request to change the Services and that Supplier shall accommodate such change request in accordance with this Article 16 provided, however, that each Party may initiate a request to change how the Services are delivered to Advanta under this Agreement. Supplier shall ensure that all changes to the Services (including changes to the Equipment and Software used to provide the Services) are approved in advance by Advanta in writing and are implemented to Advanta’s satisfaction. With respect to such changes, Supplier shall comply with the following change control requirements:

           a. Prior to using any Software or Equipment to provide the Services which had not theretofore been used to provide the Services, Supplier shall verify that the Software or Equipment, as applicable, has been properly installed, is in good working order, is operating in accordance with its specifications, and is performing in a consistently reliable manner with no defects, interruptions, or recurring problems.

           b. Supplier shall not, and shall cause the Supplier Agents not to, make any of the following changes without first obtaining Advanta’s approval, which approval Advanta may withhold in its sole discretion: (i) any change adversely affecting or that may adversely affect the efficiency, function, or performance of the Services; (ii) any change that could or would increase the Fees or any other Advanta charges, costs, or fees, hereunder or otherwise; (iii) any change inconsistent with the architecture, standards, or strategic direction specified by Advanta; or (iv) any change impacting the manner in which Advanta conducts its business or operations, which impact Advanta considers in its sole discretion to be adverse. In the event Supplier has been unable, after making best efforts, to contact an appropriate Advanta Authorized Representative to obtain Advanta’s approval for a temporary emergency change, Supplier may make such temporary emergency change; provided that Supplier shall work diligently both to remedy the circumstance that caused the need for such emergency change and to return the affected systems or materials to their pre-change condition. Supplier shall document and promptly report all such temporary emergency changes to Advanta, which changes then shall be subject to Advanta’s approval hereunder.

           c. Supplier shall move any Software from development and test environments to production environments in a controlled manner, using the Advanta Information Technology Development Methodology (which shall be set forth in the applicable Policy and

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Procedures Manual), to ensure that no changes are introduced into any such programs during such activities. Supplier shall ensure that it is continuously and fully capable of restoring all Software and environments to the prior ( i.e., pre-move) state until such Software has been both established as fully operational and approved by Advanta in writing.

      16.2 Change Control Procedures.

           a. The change control procedures set forth in this Section 16.2 (the “Change Control Procedures”) shall detail how the Parties shall comply with the requirements set forth in this Article 16 and otherwise control changes to how the Services are delivered to Advanta under this Agreement. The Change Control Procedures shall govern all Services provided under each SOW and Pilot SOW, provided, however, that in the event that a proposed change to Services does not: (i) materially impact Service Levels, (ii) increase Fees or otherwise result in materially increased costs to Advanta, (iii) cause a violation of Laws or the Advanta Regulatory Requirements, (iv) negatively impact Advanta processes and procedures, (v) change the location of the Supplier Facilities, or (vi) affects Advanta’s rights under this Agreement with respect to intellectual property, then Supplier shall not be required to follow the Change Control Procedures and its sole obligation shall be to notify Advanta of such proposed change to the Services, provide information reasonably necessary for Advanta to evaluate such proposed change (including specifying any additional costs to Advanta), and obtain Advanta’s prior written consent, which shall not be unreasonably withheld or delayed.

           b. To propose a change to the delivery of the Services, a Party’s General Program Manager shall, at such proposing Party’s cost, deliver a written proposal (a “Change Order Proposal” ) to the other Party’s General Program Manager specifying (i) the proposed change, (ii) the objective or purpose of such change, (iii) the requirements and specifications of the deliverables, if any, to be delivered pursuant to such change, (iv) the requested prioritization and schedule for such change, and (v) the cost impact of such change.

           c. Within ten (10) business days following receipt of the Change Order Proposal, Advanta and Supplier shall, in good faith, meet (either by telephone or in person) to review and discuss the scope and nature of the Change Order Proposal, the availability of Supplier personnel, expertise and resources to provide such change and the time period in which such change will be implemented. Within ten (10) business days after such meeting, Supplier shall, at its own cost unless otherwise agreed, prepare and deliver to Advanta a written assessment of the proposal (the “Change Assessment” ) (i) describing any changes in products, services, assignment of personnel and other resources that Supplier believes will be required, (ii) specifying the costs for the Change Order and specify whether there will be an increase or decrease in the Fees (including efficiencies gained and reductions in overall cost of the Service) resulting from such change, (iii) specifying how the proposed change would be implemented, (iv) describing the effect, if any, such change would have on this Agreement, (v) estimating all resources required to implement such change, (vi) describing the delivery risks and associated risk mitigation plans, (vii) describing the impact on policies and procedures, and (viii) providing such other information as may be relevant to the proposed change. To the extent that a proposed change is of such magnitude or complexity that it is not feasible for Supplier to produce a

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detailed Change Assessment within ten (10) business days, Supplier shall prepare and deliver to Advanta a summary Change Assessment outlining such details regarding the prospective change as Supplier can ascertain within five (5) business days, and the Parties shall agree upon a schedule for the production of a more detailed Change Assessment.

           d. Advanta shall review the Change Assessment and respond within ten (10) business days of its receipt of the Change Assessment, indicating whether Advanta desires Supplier to implement the change pursuant to the Change Assessment. Upon the agreement of both Parties, the Parties will execute a change order (a “Change Order” ) based upon such Change Assessment and the Policies and Procedures Manual will be updated accordingly. All Change Orders must be approved in writing by both Advanta and Supplier before work on the proposed change commences.

      16.3 System Changes. All material changes to the operating environment of either Party, which changes may affect the Services (each, a “System Change” ), shall be subject to the Change Control Procedures. In the event that Supplier wishes to make any System Change, Supplier shall perform a comparison, at a reasonable and mutually-agreed level of detail, between the amount of resources required by such Software to perform a representative sample of the processing then currently being performed for Advanta (a) immediately prior to the System Change and (b) immediately after the System Change. Advanta shall not be required to pay for increased resource usage due to a System Change; provided that if, following a System Change, Supplier can demonstrate (using the same representative sample of processing described in the foregoing sentence) that a portion of such increased resource usage is a direct result of increased Advanta use and not from the System Change, Advanta shall only be required to pay for such portion of increased usage in accordance with the terms and condition so of this Agreement. On a quarterly basis, each Party shall prepare a rolling quarterly “look ahead” schedule for ongoing and planned System Changes for the next three (3) months.

      16.4 Information Technology Standards. The responsibility for establishing the architecture and standards of Advanta and the Service Recipients, and all related strategic and technical matters, shall at all times remain with Advanta. Supplier, in performing the Services, shall conform to and shall support such architecture and standards and other matters, including by modifying the Services as and to the extent necessary to conform thereto. Any approved changes to the Services required for such conformance shall be implemented in accordance with the terms and conditions of this Article 16.

17. SUPPLIER AGENTS.

      17.1 Supplier Personnel .

           a. Qualifications and Training. Throughout the Term, Supplier shall ensure that an adequate number of Supplier and Supplier Subcontractor personnel are assigned to perform the Services, and that such personnel are properly educated, trained, screened and fully qualified to perform the Services they are to perform. Prior to performing Services, all Supplier and Supplier Subcontractor personnel must, at a minimum, receive a formal orientation program that includes an introductory review of workplace values, code of ethics, information security,

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legal implications and consequences of data and privacy breach, antifraud guidance and controls, as well as information on Advanta’s business and culture; provided that such orientation program must be approved in writing by Advanta in advance of such training. Certain minimum qualifications, including minimum education levels, background checks and screening and any additional minimum training requirements may be set forth in the applicable SOW. Supplier shall ensure that all Supplier and Supplier Subcontractor personnel performing the Services are dedicated solely to Advanta. In no event shall Supplier provide any Services using Supplier and Supplier Subcontractor personnel who are shared with any third party unless Supplier receives the prior written consent of Advanta, which Advanta may withhold in its sole discretion. Advanta shall be permitted to audit Supplier’s and Supplier Subcontractors’ compliance with this Article 17 upon written notice to Supplier at any time during the Term.

           b. Turnover. Advanta and Supplier agree that it is in their best interests to ensure that the turnover rate of Supplier and Supplier Subcontractor personnel performing Services hereunder (the “Turnover Rate” ) remains low throughout the Term. Accordingly, on a monthly basis, Supplier shall provide Advanta with all relevant data concerning such Turnover Rate, and shall meet with Advanta to discuss the reasons for the Turnover Rate and the impact, if any, thereof on the Services. If requested by Advanta, Supplier shall submit to Advanta a proposal for reducing the Turnover Rate to an acceptable level and, subject to Advanta’s approval, shall implement such proposal. Supplier shall not, and shall ensure that its Affiliates and the Supplier Subcontractors shall not, transfer or re-assign any manager-level or higher personnel performing Services for Advanta to perform services for any other credit card provider or credit card servicer for a period of six (6) months following such personnel’s performance of Services for Advanta.

           c. Replacement. In the event Advanta raises any concerns as to the performance of a member of a given Supplier or Supplier Subcontractor personnel, Supplier shall, subject to requirements of Laws, react appropriately to alleviate such concerns.

           d. Procedures. Throughout the Term, Supplier shall maintain records relating to Supplier and Supplier Subcontractor personnel providing services under this Agreement, which records shall include verified qualifications, licenses, certifications, past employment details and references that evidence that such personnel are qualified in light of Laws, General Industry Standards, and this Agreement, to perform the Services. Throughout the Term, Supplier shall also maintain records of in-service training and assignments for all Supplier and Supplier Subcontractor personnel. Upon Advanta’s request and subject to requirements of Laws, Supplier shall promptly provide Advanta with copies of any of the records described in this Section 17.1. Supplier shall advise all Supplier and Supplier Subcontractor personnel who are performing Services hereunder, of their obligation to comply with all Laws, Card Association Rules and the rules, regulations, policies, and procedures of Advanta in accordance with this Agreement.

      17.2 Key Supplier Positions .

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           a. Generally. The Supplier and Supplier Subcontractor personnel who are approved by Advanta as of the applicable SOW Effective Date to fill those management positions specified as Key Supplier Positions are set forth in the applicable SOW. Advanta may, from time to time on written notice to Supplier, change the positions designated as Key Supplier Positions hereunder. Supplier shall cause each individual who fills a Key Supplier Position to devote their full time and effort throughout the Term to the provision of the Services.

           b. Assignments to Key Supplier Positions. Before assigning an individual to a Key Supplier Position, Supplier shall provide Advanta with detailed written notice of the proposed assignment, shall introduce the individual to appropriate Advanta representatives, and shall provide Advanta with a resume and other information requested by Advanta regarding the individual. If Advanta objects to the proposed assignment, the Parties shall attempt to resolve Advanta’s concerns on a mutually agreeable basis. Supplier shall not transfer or re-assign any personnel filling a Key Supplier Position: (i) without providing advance written notice to Advanta of such transfer; and (ii) until a suitable replacement is ready to assume the affected position and has been introduced to Advanta as set forth in this Section 17.2(b). Supplier and Supplier Subcontractors shall not transfer or re-assign any personnel filling a Key Supplier Position to perform services for a competitor of Advanta for a period of nine (9) months following such personnel’s performance of Services for Advanta and for a twelve (12) month period following the last day of work by any Supplier General Program Manager on Advanta’s account, shall not assign him or her to the account of any business or organization that issues payment cards, including credit, debit and stored-value cards, or provides unsecured lines of credit to customers in the United States, without Advanta’s prior written consent. Supplier shall establish and maintain an up-to-date succession plan for the replacement of individuals serving in Key Supplier Positions, which plan shall be reviewed with Advanta on a regular basis.

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      17.3 Supplier Subcontractors .

           a. Approval. With the exception of the approved subcontractors (each an “Approved Subcontractor” ) listed on Attachment 9 (Approved Subcontractors), prior to subcontracting any Services to a third party, Supplier shall notify Advanta of the proposed subcontractor, which notice shall include: (i) the specific components of the Services that Supplier proposes to subcontract; (ii) the scope of the proposed subcontract; (iii) a copy of the proposed subcontract; and (iv) the identity, qualifications, and financial resources of the proposed subcontractor. Before entering into any agreement with a third party to subcontract any of the Services hereunder, including with Approved Subcontractors, Supplier shall obtain Advanta’s prior written approval of the applicable subcontract and, if such subcontractor is not an Approved Subcontractor, such subcontractor (each of which Advanta may provide or withhold in its sole discretion). Notwithstanding any other provision of this Agreement, Supplier shall require each subcontractor, including Approved Subcontractors, to execute a copy of the Subcontractor Direct Agreement attached hereto as Attachment 10 before Supplier may disclose any of Advanta’s Confidential Information to, or enter into any discussions regarding the Services, this Agreement, or the relationship of the Parties with, such potential subcontractors. Upon Advanta’s approval of a Supplier subcontractor in accordance with this Section 17.3, such subcontractor shall be deemed a “Supplier Subcontractor” for purposes of this Agreement.

           b. Subcontractor Agreements. Supplier shall include in its agreement with any Supplier Subcontractors: (i) intellectual property rights assignment provisions acceptable to Advanta enabling Supplier to grant to Advanta the rights specified in this Agreement and (ii) any other provisions as necessary for Supplier to fulfill its obligations hereunder, including requiring Supplier Subcontractor’s full cooperation with all audit rights and requirements and all due diligence requirements of Advanta. Supplier shall not include in any agreement with a Supplier Subcontractor any provision the effect of which would be to limit the ability of such Supplier Subcontractor to contract directly with Advanta.

           c. Replacement. Without limiting any other provision of this Agreement, upon Advanta’s request Supplier shall replace any Supplier Subcontractor with a different third party subcontractor (or shall perform the applicable subcontracted Services itself), if Advanta determines in its sole discretion that the continued use of such Supplier Subcontractor is not in Advanta’s best interests, subject to payment by it of any commercially reasonable wind down and or termination costs.

      17.4 Conduct of Supplier Agents .

           a. Supplier shall ensure that all Supplier Agents, while at an Advanta Facility comply with Advanta’s then-current codes of conduct, as made available to Supplier from time to time, and other rules and regulations regarding personal and professional conduct generally applicable to personnel at such Advanta Facilities.

           b. Supplier shall ensure that while at an Advanta Facility all Supplier Agents clearly identify themselves as Supplier Agents, and not as employees of Advanta, including in any and all communications related to this Agreement. Each Supplier Agent shall wear a badge

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indicating that he or she is an employee or other agent, as the case may be, of Supplier and not of Advanta.

      17.5 Responsibility/Actions of Supplier Agents. Supplier is and shall remain directly responsible and liable to Advanta for the work, conduct and activities of each Supplier Agent. When a Supplier Agent performs a Supplier obligation under this Agreement, Supplier shall cause each such Supplier Agent to comply with this Agreement and Supplier shall be directly responsible and liable to Advanta for Supplier Agent’s failure to so comply. In each provision of this Agreement, where Supplier is required to take or not take an action pursuant to this Agreement, whether or not specifically required by the applicable provision, Supplier shall cause each Supplier Agent to take or not take such action and Supplier shall be directly responsible and liable to Advanta for Supplier Agent’s failure to take or not take such action. Supplier shall be responsible for all, and Advanta shall have no responsibility for any, payments required to be made to any Supplier Agent.

18. MUTUAL NON-SOLICITATION.

The Parties agree that during the Term and twelve (12) months thereafter, neither Party shall (and shall cause its agents and Affiliates not to) directly, or indirectly through any Affiliate or other entity, offer employment to, employ, engage as an independent contractor, or otherwise obtain (or encourage any third party to retain) the services of any person employed at such time or within the preceding one hundred and eighty (180) days by the other Party or its Affiliate, who became known to such Party or its Affiliate in connection with the performance of this Agreement; provided, however, that this Article 18 shall not apply to general advertising by one Party not targeted specifically at the other Party’s employees.

19. INTELLECTUAL PROPERTY.

      19.1 Deliverables .

           a. Work Made for Hire; Assignment to Advanta. All Deliverables shall be the sole and exclusive property and Confidential Information of Advanta. Advanta shall own all worldwide right, title, and interest, including ownership of all worldwide rights of Patent, copyright, trademark, trade secret, and other proprietary rights in, to, and under the Deliverables and all copies and derivative works made from or of the Deliverables. All Deliverables shall be deemed to be “works made for hire” (as such term is defined in 17 U.S.C. § 101) for Advanta. To the extent any of the Deliverables are not deemed to be “works made for hire” by operation of law, Supplier hereby irrevocably and perpetually assigns, transfers, and conveys on a worldwide basis, and shall cause all Supplier Agents to irrevocably and perpetually assign, transfer, and convey on a worldwide basis, to Advanta without further consideration all of Supplier’s or such Supplier Agent’s (as applicable) right, title, and interest in, to, and under the Deliverables, including all rights of Patent, copyright, trademark, trade secret, and other proprietary rights in the Deliverables and all rights to causes of action and remedies related to any of the foregoing, effective immediately upon the inception, conception, creation, fixture, development, or reduction to practice thereof. Supplier acknowledges that Advanta and its assigns shall have the right to obtain and hold in their own name any intellectual property and other rights in, to, and

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under the Deliverables. Supplier shall, and shall cause the Supplier Agents to, execute any documents or take any other actions as may reasonably be necessary, or as Advanta may reasonably request, to record, perfect or enforce Advanta’s ownership interest in, to, and under the Deliverables, including procuring and causing to be executed all such assignments and other instruments and documents necessary to effectuate the foregoing, at Advanta’s expense. The Parties acknowledge and agree that no action taken or not taken by Advanta in relation to the foregoing assignment, including Advanta’s failure to exercise any of the rights assigned to Advanta hereunder within one (1) year (or within any other period of time) from the date of such assignment, will cause such assignment to lapse or to be deemed lapsed or will cause any assigned right, title or interest to revert to Supplier or any Supplier Agent. This Section 19.1(a) shall survive any expiration or termination of this Agreement.

           b. Exclusive License to Advanta. To the extent, if any, that any Deliverables are not assignable or that Supplier or any Supplier Agent retains any right, title or interest in and to any Deliverables, Supplier shall, prior to developing any such non-assignable Deliverables, provide Advanta written notice regarding the foregoing and: (i) Supplier unconditionally and irrevocably waives, and Supplier shall cause such Supplier Agent(s) to unconditionally and irrevocably waive, the enforcement of such rights, and all claims and causes of action of any kind against Advanta or any other Service Recipient with respect to such rights; (ii) Supplier shall, and shall cause such Supplier Agent(s) to, at Advanta’s request and Supplier’s expense, consent to and join in any action to enforce such rights; and (iii) Supplier hereby grants, and shall cause such Supplier Agent(s) to grant, to Advanta an exclusive, perpetual, irrevocable, fully paid-up, royalty-free, transferable, worldwide right and license to use, execute, reproduce, distribute, adapt (including edit, modify, translate, and reformat), create derivative works based on, transmit, display and perform (publicly or otherwise), make, have made, sell, offer to sell, import and otherwise exploit any such materials, in any form or media now known or later developed (including Object Code form and Source Code form), and to grant sublicenses through multiple tiers to any third party or other entity to do any or all of the foregoing. Supplier further irrevocably waives, and shall cause the Supplier Agents to irrevocably waive, any “moral rights” or other rights with respect to attribution of authorship or integrity of such Deliverables that Supplier or any Supplier Agents may have under any applicable law under any legal theory. Supplier hereby waives and quitclaims, and shall cause the Supplier Agents to waive and quitclaim, to Advanta any and all claims, of any nature whatsoever, that Supplier or any Supplier Agent now or may hereafter have for infringement of or related to any Deliverables assigned and/or licensed hereunder to Advanta. This Section 19.1(b) shall survive any expiration or termination of this Agreement.

           c. Limited License to Supplier. Subject to the terms and conditions of this Agreement, Advanta hereby grants to Supplier a non-exclusive, revocable, non-transferable, limited right to use, execute and operate the Deliverables solely for the purpose of providing and solely to the extent necessary to provide the Services under this Agreement, and to sublicense the foregoing right to Supplier Agents solely for the purposes of providing and solely to the extent necessary to provide the Services that such Supplier Agents are responsible for providing to Advanta and the other Service Recipients under this Agreement. Except as otherwise expressly set forth in this Agreement, Supplier and the Supplier Agents shall neither have nor retain any

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right to use or exploit, in any manner, any Deliverables, and Supplier shall not, and shall cause the Supplier Agents not to, challenge the validity of Advanta’s ownership of any Deliverables.

           d. Periodic Delivery of Source Code and Documentation. Supplier shall periodically, but no less frequently than once each month, deliver to Advanta all Source Code and Documentation for all Deliverables, which Deliverables were provided to Advanta during the immediately preceding month or which Source Code or Documentation was created, conceived, or developed during the immediately preceding month. Supplier shall ensure that such Source Code and Documentation are sufficient to allow a reasonably knowledgeable and experienced programmer to maintain and support the Deliverables to which they correspond, and that such Documentation accurately describes, in terms understandable by a typical end user, the functions and features of such Deliverables and the procedures for exercising such functions and features.

           e. Embedded Software.

                i. Generally. Unless otherwise agreed by the Parties, Supplier shall not, and shall cause the Supplier Agents not to, incorporate or embed any Supplier-Provided Materials into any Deliverables, or otherwise use any Supplier-Provided Materials in the provision of the Services, without Advanta’s prior written consent. To the extent any Supplier-Provided Materials are incorporated or embedded into any Deliverables or it would be impossible or impracticable to use and exploit the Deliverables without such Supplier-Provided Materials (such incorporated, embedded or necessary Supplier-Provided Materials, collectively, the “Embedded Software” ): (a) in the case of Embedded Software owned by Supplier or any Supplier Agent, Supplier shall, and shall cause the Supplier Agents to, grant Advanta, the other Service Recipients, and Advanta’s Affiliates, and the respective employees, officers, directors, agents, contractors, successors and assigns of the foregoing, a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, transferable worldwide right and license to use, execute, reproduce, distribute, adapt (including edit, modify, translate, and reformat), create derivative works based on, transmit, display and perform (publicly or otherwise), make, have made, sell, offer to sell, import and otherwise exploit any such Embedded Software, in any form or media now known or later developed (including Object Code form and Source Code form), and to grant sublicenses through multiple tiers to any third party or other entity to do any or all of the foregoing, solely for the complete utilization of the Services or the Deliverables and not for any standalone commercial purpose. Advanta shall make any third party to whom the Deliverables with the Embedded Software is sold or sub-licensed aware of the restrictions of use with respect to Embedded Software and take steps to ensure that such third parties shall not, internally or in conjunction with any other person, (i) reverse engineer, reverse compile or reverse assemble the Embedded Software in a stand-alone commercial manner apart from the Deliverables, or (ii) use Embedded Software for their own benefit or for the benefit of others for any purpose other than to perform their obligations owed to Advanta; and (b) in the case of Embedded Software constituting Third Party Software, Supplier shall, at Advanta’s election, either (i) obtain, at no cost to Advanta, for the benefit of Advanta, the other Service Recipients, and Advanta’s Affiliates, and the respective employees, officers, directors, agents, contractors, successors and assigns of the foregoing, license rights to such Third Party Software that are substantially

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equivalent in all material respect to the license granted in Section 19.1(a) or (ii) provide an alternative Deliverable with substantially equivalent functionality that avoids use of such Third Party Software. Advanta shall, and shall cause the Service Recipients to, comply with all of the terms and conditions for use of such Third Party Software of which Supplier has provided Advanta reasonable advance notice, including requirements of license agreements, end-user agreements and consents.

                ii. Periodic Delivery of Source Code and Documentation. Supplier shall periodically, but no less frequently than once each month, deliver to Advanta all Source Code and Documentation for all Embedded Software, which Embedded Software was incorporated or embedded in any Deliverables during the immediately preceding month, or as reasonably necessary for the use or exploitation of such Deliverables. Supplier shall ensure that such Source Code and Documentation are sufficient to allow a reasonably knowledgeable and experienced programmer to maintain and support the Embedded Software to which they correspond, and that such Documentation accurately describes, in terms understandable by a typical end user, the functions and features of such Embedded Software and the procedures for exercising such functions and features. At Advanta’s request, Supplier will provide Advanta with a list of all Embedded Software.

      19.2 Advanta-Provided Software .

           a. License to Supplier. Subject to the terms and conditions of this Agreement, Advanta hereby grants to Supplier a non-exclusive, revocable, non-transferable, limited right to: (i) use, execute and operate, solely to the extent permitted by any applicable third party agreements and Required Consents, the Advanta-Provided Third Party Software; (ii) use, execute and operate the Advanta-Provided Software that is not Advanta-Provided Third Party Software; and (iii) use any related Documentation as may be provided by Advanta to Supplier hereunder; in each case, solely for the purpose of providing and solely to the extent necessary to provide the Services hereunder.

           b. Compliance with Licenses. Supplier shall, and shall cause the Supplier Agents to, comply with all of the terms and conditions for use of Advanta-Provided Software including requirements of license agreements, end-user agreements and consents.

      19.3 Third Party Software. Without limiting any other provision of this Article 19, if Supplier or any Supplier Agent uses or wishes to use any Third Party Software (other than Advanta-Provided Third Party Software) in performing or otherwise in connection with the Services, Supplier shall: (a) use, wherever practicable, standard, generally commercially available software packages; (b) obtain Advanta’s prior written consent, and if Advanta requests, obtain the right to grant to Advanta, the other Service Recipients, and Advanta’s Affiliates, a license to such Third Party Software reasonably satisfactory to Advanta; (c) at Advanta’s request, verify that Advanta, the other Service Recipients, and Advanta’s Affiliates have the right to purchase related ongoing services ( e.g., maintenance and support services, upgrades, patches, and subscription services) for such Third Party Software on commercially reasonable terms; and (d) at Advanta’s request, use reasonable efforts to ensure that any contracts between Supplier or

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such Supplier Agent and a third party for the provision of such Third Party Software and any related ongoing services ( e.g., maintenance and support services, upgrades, patches, and subscription services) are expressly assignable to Advanta, and if such contracts are (i) assignable to Advanta, assign each such contract to Advanta upon Advanta’s request following the expiration or termination of those Services in connection with which such Third Party Software is used, or (ii) not assignable to Advanta, upon Advanta’s request following expiration or termination of those Services in connection with which such Third Party Software is used, Supplier shall use best efforts to implement a work-around reasonably satisfactory to Advanta. Advanta shall, and shall cause the Service Recipients to, comply with all of the terms and conditions for use of such Third Party Software of which Supplier has provided Advanta reasonable advance notice, including requirements of license agreements, end-user agreements and consents.

      19.4 Inventions . During the term of this Agreement, Supplier shall promptly disclose any Inventions to Advanta. At Advanta’s request, Supplier shall, and shall cause the Supplier Agents to, assign, all right, title, and interest in and to any Inventions (including all rights of action on account of past, present and future unauthorized use of any Patents covering such Inventions and for infringement of such Patents) and execute such documents as may be required to file applications and to obtain Patents in the name of Advanta or its nominees, in any countries, covering such Inventions. Supplier represents and warrants to Advanta that neither Supplier nor any Supplier Agent is subject to any obligations to any third party to assign to such third party(ies) Inventions or rights therein in conflict with Supplier’s obligations to Advanta hereunder. During the Term and thereafter, Supplier shall not, and shall cause the Supplier Agents not to, assert against Advanta, any other Service Recipient, Advanta’s Affiliates, or any employees, officers, directors, agents, contractors, or (through multiple tiers) successors or assigns of any of the foregoing, any patents owned by Supplier or any Supplier Agent that read or bear upon the receipt of the Services (or services similar to such Services) or the use or other exploitation of any Deliverables, Supplier-Provided Materials or Embedded Software to which Advanta, any other Service Recipient, Advanta’s Affiliates, or any employees, officers, directors, agents, contractors, or (through multiple tiers) successors or assigns of any of the foregoing are granted rights hereunder.

      19.5 Changes and Upgrades to Software. Except as may be approved by Advanta in advance in writing, Supplier shall not make any changes or modifications to any Software that would alter the functionality of the Systems or Services, degrade the performance of the Systems or Services, or materially adversely affect the day-to-day operations of Advanta’s or any other Service Recipient’s business, except as may be necessary on a temporary, emergency basis to maintain the continuity of the Services. Supplier shall be responsible, at no charge to Advanta, for any modification or enhancement to, or substitution for, the Advanta-Provided Software, the Deliverables, and any other equipment, software or materials used in connection with the Services, in each case which are necessitated by (a) unauthorized changes to Advanta-Provided Software or the Deliverables or (b) unapproved changes to the, Embedded Software, or related operating environments or functionalities. Supplier shall, at Advanta’s election, request and cost, install for Advanta in connection with and as part of the Services, any upgrade, modification, or enhancement to the Systems or any Embedded Software at the then-current level at the time such

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upgrade, modification, or enhancement is generally made publicly available (or, if earlier, at the time such upgrade, modification or enhancement is made available to Supplier or any of its customers).

      19.6 Export. The Parties acknowledge that certain Software and technical data to be provided hereunder is subject to export controls under the Laws of the United States and other countries. Supplier shall not, and shall cause the Supplier Agents not to, export or re-export any such items or any direct product thereof or undertake any transaction in violation of any such Laws. Supplier shall be responsible for, and shall coordinate and oversee, compliance with such Laws in respect of such items exported or imported hereunder or otherwise in relation to the Services.

      19.7 Ownership. As between the Parties, Advanta and the other Service Recipients shall remain the sole and exclusive owner of all right, title and interest in, to and under (a) all information and materials owned by Advanta and the other Service Recipients as of the Effective Date, (b) all information and materials acquired by Advanta or any other Service Recipient from any third party after the Effective Date, and (c) all information and materials developed by Advanta and/or any other Service Recipient after the Effective Date (the foregoing, collectively, the “Advanta Materials” ). Nothing in this Agreement shall, whether expressly or by implication, be deemed to transfer any ownership interest in any Advanta Materials Supplier. Supplier shall, and shall cause all Supplier Agents to, cease all use of the Advanta Materials upon any expiration or termination of this Agreement.

     As between the Parties, Supplier and Supplier Agents shall remain the sole and exclusive owner of all right, title and interest in, to and under Supplier-Provided Materials, including any modifications or derivative works thereof made at any time. However, in the case of Embedded Software, only the modifications and derivative works made at any time by Supplier or Supplier’s Agents will be owned by Supplier or Supplier’s Agents. Nothing in this Agreement shall, whether expressly or by implication, be deemed to transfer any ownership interest in any Supplier Provided Materials or Embedded Software to Advanta. Advanta shall, and shall cause all Service Recipients to, cease all use of the Supplier Provided Materials upon any expiration or termination of this Agreement, unless specifically permitted under this Agreement.

      19.8 Residual Knowledge. Nothing contained in the Agreement shall restrict a Party from the use of any general ideas, know-how, experience or skill retained in the unaided mental impressions of such Party’s personnel relating to the Services, so long as it does not infringe the intellectual property or breach confidentiality of the other Party.

20. CONFIDENTIALITY.

      20.1 Confidential Information. Supplier and Advanta each acknowledge that they may be furnished with, receive, or otherwise have access to information of or concerning the other Party which such Party considers to be confidential, proprietary, a trade secret, or otherwise restricted. As used in this Agreement, “Confidential Information” shall mean all information, in any form, furnished or made available, directly or indirectly, by one Party to the other which is marked confidential, restricted, proprietary, or with a similar designation, or

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which a reasonably prudent business person would deem to be as confidential information considering the nature of the information and the circumstances of its disclosure. Without limiting the foregoing: (a) the terms and conditions of this Agreement shall be deemed the Confidential Information of both Parties; and (b) Advanta’s Confidential Information shall be deemed to include (whether or not marked confidential, restricted, proprietary, or with a similar designation) (i) all specifications, designs, documents, correspondence, software, documentation, data and other materials; all materials prepared by Advanta or the Service Recipients; and all Deliverables (including all information embodied therein) and other materials prepared by Supplier, Supplier Agents, and their respective agents (whether alone or in conjunction with Advanta or any Service Recipient) in the course of performing the Services; (ii) all information concerning the operations, affairs, customers, end-users, employees and businesses, including financial affairs, of Advanta and any of its Affiliates, and the respective relations with their customers, employees, agents, and service providers (including customer lists, customer information, and information regarding consumer markets); (iii) the Customer Data; (iv) the Advanta Provided Software; and (v) all other information, data, and materials obtained, received, transmitted, processed, stored, archived, or maintained by Supplier, Supplier Agents, and their respective Agents in the course of performing the Services and (c) Supplier’s Confidential Information shall be deemed to include (whether or not marked confidential, restricted, proprietary, or with a similar designation) (i) all specifications, designs, documents, correspondence, software, documentation, data and other materials owned by Supplier; (ii) all information concerning the operations, affairs, customers, end-users, employees and businesses, including financial affairs, of Suppliers and any of its Affiliates, and the respective relations with their customers, employees, agents, and service providers (including customer lists, customer information, and information regarding consumer markets); (iii) the Supplier Provided Materials and Embedded Software (subject to Advanta’s license rights as set forth in this Agreement); and (iv) information, data and materials obtained from Supplier during an audit.

      20.2 Exclusions. Restrictions placed on use of Confidential Information in this Agreement shall not preclude use of any particular information that either Party can demonstrate and document: (a) was obtained from the public domain without any breach by recipient of any obligation of confidentiality to the furnishing Party of Confidential Information; (b) was rightfully in the possession of the receiving Party at the time of disclosure of Confidential Information to it without any obligation to restrict its further use or disclosure; (c) was received, after disclosure to it of Confidential Information by the furnishing Party, from a third party who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure and without any breach by such third party of any obligation of confidentiality to the furnishing Party; or (d) was independently developed by the receiving Party without reference to any Confidential Information of the furnishing Party. Restrictions placed on use of Confidential Information in this Agreement shall not preclude Advanta’s use of any information that Advanta has the right to exploit in accordance with the terms of this Agreement including Supplier-Provided Materials. In addition, a Party shall not be considered to have breached its obligations under this Article 20 by disclosing Confidential Information of the other Party if and to the extent required to respond to the request of a Governmental Authority to satisfy a legal or regulatory requirement; provided that, upon receiving any such request and to the extent that it may do so without violating any Law or Card Association Rules, such Party immediately and

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prior to such disclosure advises the other Party of such request in order that the other Party may, with the first Party’s cooperation, interpose an objection to such disclosure, take action to assure confidential treatment of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.

      20.3 Obligations .

           a. Each Party’s Confidential Information shall remain the property of such Party, except as otherwise expressly provided herein. Advanta and Supplier shall each use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to third parties the Confidential Information of the other Party as such Party employs to avoid unauthorized disclosure, publication, or dissemination of its own information of a similar nature and similar importance; provided that the Parties may disclose such information: (i) to entities or persons performing Services required hereunder solely where (A) use of such entity or person is expressly authorized under this Agreement, (B) such disclosure is necessary to the performance of such Services, and (C) the entity or persons to which the information is disclosed agrees in writing (1) to assume the nondisclosure, nonuse, and other obligations of the same scope and at least as stringent as those described in this Article 21, and (2) not to solicit Advanta’s customers in any manner; (ii) to directors, agents, attorneys, accountants and advisors of the Parties and their Affiliates who need to know such information, provided they are required to treat such information as confidential; and (iii) to potential purchasers of the Parties or their Affiliates, provided they are required to treat such information as confidential.

           b. Notwithstanding Section 20.3(a) or any other provision of this Agreement: (i) Supplier shall not release any Customer Data or any other Confidential Information of Advanta to any third party without the express prior written consent of Advanta; (ii) Advanta’s Confidential Information shall not be utilized or disclosed by Supplier for any purpose other than that of rendering the Services hereunder; (iii) Supplier shall not be deemed to possess, and shall not assert, any ownership interest, lien, or other right or interest against or to Advanta Confidential Information; and (iv) Supplier shall ensure that no Advanta’s Confidential Information is sold, rented, assigned, leased, or otherwise disposed of to third parties by Supplier or Supplier Agents, or commercially exploited by or on behalf of Supplier or any Supplier Agents.

           c. As requested by the furnishing Party during the Term, and upon expiration or any termination of this Agreement (in whole or in part) and/or the completion of Supplier’s obligations under this Agreement, unless the Agreement allows for retention after the term or such retention is required by Laws, the receiving Party shall return to furnishing Party or destroy, as furnishing Party may direct, all materials (including all copies and parts thereof) in any medium that comprise, contain, refer to, or relate to furnishing Party’s Confidential Information, and receiving Party shall provide furnishing Party with a certification by an officer of receiving Party certifying such return or destruction (as applicable) and shall retain no copies thereof. Each Party shall be entitled to retain one copy of the Confidential Information (except for Customer

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Data) of the other Party solely to defend itself in any legal proceeding instituted against it by a third party.

           d. Each Party shall take reasonable steps to ensure that its employees comply with the provisions of this Article 20. Supplier shall cause each Supplier Subcontractor to comply with its obligations under the Subcontractor Direct Agreement.

      20.4 Disclosure or Loss of Confidential Information. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the furnishing Party, upon becoming aware of such event the receiving Party shall promptly and at its own expense: (a) notify the furnishing Party in writing; and (b) take such actions as may be necessary or reasonably requested by the furnishing Party, and otherwise cooperate with the furnishing Party, to minimize the adverse effects to the furnishing Party of such event and any damage resulting from such event.

      20.5 No Implied Rights. Nothing contained in this Article 20 shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, whether expressly or by implication, any ownership interest in or any right or license to Confidential Information of the other Party.

      20.6 Injunctive Relief. Receiving Party acknowledges that disclosing Party’s Confidential Information, including in the case of Advanta the Customer Data, is unique property of extremely high value to the disclosing Party, and that the unauthorized use or disclosure thereof would cause disclosing Party irreparable harm that could not be compensated by monetary damages. Accordingly, receiving Party agrees that disclosing Party shall be entitled to receive, from any court of competent jurisdiction, injunctive and preliminary relief to prevent or remedy any actual or threatened unauthorized use or disclosure of disclosing Party’s Confidential Information, without being required to show harm.

      20.7 Survival. The Parties’ obligations of non-disclosure and confidentiality shall survive the expiration or termination of this Agreement.

21. CUSTOMER DATA; DATA SECURITY.

      21.1 Customer Data. Without limiting any other provision of this Agreement, the following terms and conditions shall apply to Customer Data:

           a. GLBA Compliance . Supplier recognizes and acknowledges that Title V of the GLBA governs the disclosure of Nonpublic Personal Information about consumers, including Advanta’s deposit customers and that although GLBA is not applicable to Advanta’s business card customers, Supplier agrees to comply with Advanta’s GLBA requirements regarding re-use, sharing and protection of personal information with respect to Advanta’s business card customers that would be considered Nonpublic Personal Information if such business card customer were a consumer. Supplier shall comply with the terms and provisions of the GLBA, other Laws and Card Association Rules, including the provisions of the GLBA regarding the re-use, sharing and re-disclosure of Nonpublic Personal Information and the rules

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implementing section 501(b) of the GLBA. Supplier represents that it has implemented a comprehensive written information security program that includes administrative, technical and physical safeguards designed to ensure the security and confidentiality of customer, consumer and employee information related to the Services. Supplier’s security measures shall equal or exceed the Payment Card Industry Data Security Standards. Advanta shall have the right to request information regarding Supplier’s security program related to the Services. Supplier shall use best efforts to notify Advanta of a material modification to any of its security procedures relating to the Services. To the extent GLBA, other Laws or Card Association Rules require additional or modified security, privacy or confidentiality contractual arrangements between the Parties, the Parties shall in good faith identify and execute such additional or modified agreements as are so required.

           b. Non-Disclosure of Customer Data . Except as permitted under this Agreement, Supplier agrees that it shall not disclose or use Customer Data obtained pursuant to this Agreement (including mailing lists) except to the extent necessary to perform, effect, administer or enforce any transactions or Services contemplated by this Agreement and in a manner that is in accordance with Laws (including the GLBA and the federal Fair Credit Reporting Act) and Card Association Rules. Further, Supplier shall ensure that its Affiliates disclose and use Customer Data only to the extent permitted by Laws, Card Association Rules and pursuant to the terms and conditions of this Agreement.

           c. Access to Customer Data. Supplier shall: (i) adequately mark or otherwise identify Customer Data as Advanta’s Confidential Information and property (or, if already so marked when provided to Supplier, ensure that all such marks are retained); (ii) store Customer Data separately (both logically and physically) from other Supplier-Provided Materials and data and/or any other materials or data of any third party; and (iii) promptly remove any Customer Data from storage at Advanta’s request. Supplier shall use best efforts to safeguard all Customer Data and shall store Customer Data electronically or otherwise in a safe and secure manner. Advanta shall have unrestricted access to, and the right to review and retain the entirety of, all computer or other files containing Customer Data. At no time shall any of such files or other materials or information be stored or held in a form or manner not immediately accessible to Advanta. Supplier shall provide to the Advanta General Program Manager all passwords to and the locations of any such files and other materials promptly upon the request of Advanta, including Equipment and Software keys and such information as to format, encryption (if any) and any other specification or information necessary for Advanta to retrieve, read, revise and/or maintain such files and information. Upon request of the Advanta General Program Manager, Supplier shall confirm that all files and other information provided to Advanta are complete and that no material element or other portion of such files or other information to which Advanta may request access or review has been deleted, withheld, disguised or encoded in a manner inconsistent with the purpose and intent of providing full and complete access to Advanta as contemplated by this Agreement.

           d. Regeneration of Lost or Damaged Customer Data . As part of the Services, Supplier shall, at its own expense, promptly replace or regenerate from Supplier’s media any Customer Data that Supplier has otherwise lost or damaged, or shall obtain at

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Supplier’s expense a new copy of such lost or damaged Customer Data. In the event that Supplier cannot fulfill the foregoing obligation, Advanta may, without limiting any other remedies it may have hereunder or otherwise, replace, regenerate, or obtain a new copy of any such Customer Data, and Supplier shall promptly reimburse Advanta for all costs, direct or indirect, related to such replacement, regeneration, or acquisition.

      21.2 Data Security. Supplier shall establish and maintain environmental, safety and facility procedures, data security procedures and other safeguards against the unauthorized access, destruction, loss, use or alteration of Customer Data in the possession of Supplier which are (a) no less rigorous than the Advanta Data Security Standards set forth on Attachment 11, as may be amended from time to time; (b) no less rigorous than those maintained by Supplier for its own information of a similar nature or that of other Supplier customers; but, in any event, (c) no less rigorous than those mandated by Laws or Card Association Rules. Such procedures and other safeguards shall include the installation of Software that, at minimum: (i) requires all users to enter a user identification number and password prior to gaining access to the information systems; (ii) controls and tracks the addition and deletion of users and access to all materials; and (iii) controls user access to areas and features of the systems. Advanta shall have the right to establish backup security for Customer Data and to keep all backup Customer Data and Customer Data files in its possession if it so elects, and Supplier shall comply with any backup security and other similar procedures established by Advanta in relation to the Customer Data. Supplier shall also establish and maintain such environmental, safety and facility procedures, data security procedures and other safeguards against (a) theft, including theft of Customer Data, (b) dishonest misappropriation of Customer Data, (c) fraudulent and dishonest disposal of Customer Data, (d) fraudulent or dishonest inducement for delivery or retention of Customer Data, (e) dishonest or fraudulent removal or concealment of Customer Data, (f) damages to any computer, computer system or computer network, computer data base containing Customer Data, and (g) hacking with computer systems containing Customer Data.

      21.3 Data Security Procedures . Supplier shall maintain appropriate policies and procedures to respond to incidents of unauthorized or suspected unauthorized access to or disclosure of Customer Data. Such policies and procedures shall equal or exceed the Advanta Data Security Standards and Payment Card Industry Standards. Supplier shall reasonably monitor, evaluate and adjust its information security system and procedures in response to relevant changes in technology, changes in the sensitivity of Customer Data and internal and external threats to information security and shall adopt such changes to its information security system and procedures as reasonably requested by Advanta. Supplier agrees to take appropriate actions to address any security breach involving such information. Supplier shall notify the Advanta General Program Manager promptly, and in any event as soon as reasonably possible after Supplier reasonably suspects or has concluded that any security incident or breach (which shall include any such breach caused by any employee, third party service provider or subcontractor of a Party) has occurred or is about to occur that, in Supplier’s reasonable judgment, is likely to put any data, including any Customer Data, or network of Advanta at risk. Upon the occurrence of any such security incident or breach, (a) Supplier shall, as soon as practicable and at its sole expense, implement an action plan to correct the incident or breach and prevent the continuation of such security incident or breach, and shall promptly notify Advanta

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of the corrective action and measures taken and (b) Advanta may audit to determine whether the corrective action has been implemented and is effective. If there is any such security breach relating to Customer Data under Supplier’s control or the control of an entity with which Supplier has contracted, then Supplier shall pay the out of pocket expenses incurred by the Parties in responding to the security breach, including paying the cost of notifying customers that information about them was subject to a security breach. Any notice sent concerning a security breach shall be subject to the prior written approval of Advanta.

      21.4 Security Reviews . Without limiting its other obligations set forth herein, Supplier, at the request of Advanta or to satisfy Card Association Rules, shall cause a security audit of those of its systems that affect Advanta in connection with the Services (a “Security Audit” ) to be conducted at least once every twelve (12) months (except as provided in Section 21.3 and this Section 21.4) during the Term. The vulnerability scan portion of each Security Audit shall be conducted by an internationally recognized third party engaged in the business of performing such vulnerability scans which shall be at the expense of Advanta, which expense shall be reimbursed by the Supplier if the Audit reveals a material security risk. The remainder of each Security Audit shall be conducted jointly by the Parties and shall include a comprehensive review of vulnerabilities of Supplier’s systems. At least thirty (30) days prior to each Security Audit, the Parties shall meet and consult reasonably and in good faith in an effort to agree on the minimum tests to be conducted in the Security Audit. Supplier shall provide the results of each of its Security Audits to Advanta within fifteen (15) Business Days after completion of the Security Audit. In the event that a Security Audit reveals any material security exposures, Supplier shall take such actions as are reasonably necessary to correct such exposures, to Advanta’s reasonable satisfaction, as promptly as is commercially reasonable, and Advanta may audit to determine whether the corrective action has been implemented and is effective.

22. DISASTER RECOVERY/BUSINESS CONTINUITY.

      22.1 Generally. Supplier shall develop and implement a disaster recovery plan (including business continuity) and the following terms and conditions: no less than fifteen (15) days prior to the applicable SOW Effective Date, Supplier shall prepare and provide to Advanta a draft disaster recovery plan for such SOW. Advanta shall thereafter review such draft disaster recovery plan and provide comments and suggestions to Supplier after receipt of such initial draft, upon receipt of which Supplier shall promptly revise such draft plan in accordance with Advanta’s comments and suggestions, as approved by Advanta, and provide such further revised draft of the plan to Advanta for review and approval within fifteen (15) business days after receipt of Advanta’s comments. The final draft of the disaster recovery plan (including business continuity) for each SOW must be approved in writing by Advanta and, when approved by Advanta in writing, shall be deemed the “Disaster Recovery Plan” for such SOW and shall be attached thereto as SOW Attachment 2 (Disaster Recovery Plan). Each Disaster Recovery Plan must ensure that there will be no significant interruption of the Services in the event of a disaster or outage affecting Supplier’s Facilities. Advanta and its regulators may request reasonable changes to any Disaster Recovery Plan and such requests shall be addressed promptly by Supplier.

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      22.2 Updates and Testing. Supplier shall periodically update and test the operability of each Disaster Recovery Plan every six (6) months during the Term (provided that all such updates shall be subject to the written approval of Advanta), and shall certify to Advanta in writing following each such update and test that such Disaster Recovery Plan is fully operational.

      22.3 Implementation. In the event of any disaster or Force Majeure Event, Supplier shall immediately implement the applicable Disaster Recovery Plan. Supplier shall not increase any Fees hereunder in the event of, in response to, or in contemplation of any disaster or Force Majeure Event.

23. RECORD RETENTION AND AUDIT.

      23.1 SAS 70 Audits. For each calendar year of the Term, Supplier shall engage an external auditor to conduct an end-to-end Type II SAS 70 audit covering a period of six months, for environmental controls at each of the Supplier Facilities covering physical security, IT security, training and human resource, and a report shall be published annually. Supplier shall promptly provide to Advanta’s auditors copies of each Type II SAS 70 audit report in connection with the Services obtained by Supplier after the Effective Date. In the event Advanta determines that another form of independently audited quality certification (such as independently audited and certified ISO9001-2000 accreditation or a comprehensively implemented Six Sigma program) offered by Supplier is adequate for Advanta to satisfy its Sarbanes-Oxley Requirements or other reporting requirements, then Supplier will, upon Advanta’s request, provide copies of such documentation relating to such quality certification that Advanta deems relevant. In the event that a Type II SAS 70 audit is conducted for Supplier with respect to its overall provision of services to customers, Supplier will be responsible for all costs. In the event that a Type II SAS 70 audit is conducted for Supplier solely with respect to its provision of the Services, Advanta will be responsible for all costs.

      23.2 Record Retention. Supplier shall and shall cause all Supplier Agents to comply with Advanta’s record retention policies (including those specifically related to the Sarbanes–Oxley Requirements), as such record retention policies may be updated from time to time. Until the later of (a) seven (7) years after expiration or termination of this Agreement, or (b) all pending disputes and other matters relating to this Agreement have been fully resolved Supplier shall maintain and provide Advanta with access upon request to all records, documents, and other information required to support Advanta’s audit rights under this Agreement, including records documenting access to Advanta’s Confidential Information, Fees, Service Levels, compliance with Laws, and related matters (the “Records” ).

      23.3 Operational Audits. Supplier shall provide the auditors designated by Advanta in writing, including Governmental Authorities, third-party auditors and Advanta’s internal audit staff, with access at all times to any facility at which the Services are being performed, to Supplier and Supplier Agent personnel, and to the data and records maintained by Supplier with respect to the Services: (a) for the purpose of performing audits and inspections of Supplier, the Supplier Agents, and their respective businesses as they relate to the Services (including any audits necessary to enable verification of compliance with Regulatory Requirements); (b) for the

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purpose of verifying the integrity of personal information, examining the systems that process, store, support, and transmit such data, confirming the security of such personal information, and verifying Supplier’s compliance with the data protection requirements and other data security requirements; (c) for the purpose of examining data and records pertaining to Advanta’s or any other Service Recipient’s compliance with the Sarbanes-Oxley Requirements; (d) for the purpose of confirming that the Services are being provided efficiently and in accordance with this Agreement, including the Service Levels; and (e) for any other reasonable business purpose. To the extent applicable to the Services, the scope of such audits and inspections may include: (i) Supplier’s practices and procedures; (ii) the adequacy of general controls ( e.g. , organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and security practices and procedures; (iii) the adequacy of disaster recovery and back-up procedures; and (iv) any analyses necessary to enable compliance with applicable Regulatory Requirements. If any audit by an auditor designated by Advanta, any other Service Recipient or a regulatory authority results in Supplier being notified that Supplier or Supplier