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Governing Law: Pennsylvania     Date: 5/10/2006
Industry: Regional Banks     Sector: Financial

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Exhibit 10 (m)



THIS MARKETING SERVICES AGREEMENT is made as of March 14, 2006 between DNB FIRST, NATIONAL ASSOCIATION, a national banking association with an address at 4 Brandywine Avenue, Downingtown, PA 19335 (“DNB”) and TSG, INC., a Pennsylvania business corporation with an address at P.O. Box 156, 1212 Scott Road, Unionville, PA 19375 (“Service Provider”).




A. DNB does not presently have sufficient staff to provide all of the “Marketing Services” referred to below for itself.


B. Eli Silberman, the principal of Service Provider, is uniquely situated to assist DNB with the Marketing Services because of his marketing industry knowledge and experience, and his knowledge of DNB.


In consideration of the premises and mutual obligations contained herein, and intending to be legally bound, the parties hereto agree as follows:


1. Marketing Services . Service Provider shall consult with and assist DNB in the execution of its branding strategy for the purpose of successfully differentiating DNB’s products and services. To achieve that goal, Service Provider shall provide the following services:


(a) Consult with and assist DNB’s management in establishing strategies for branding based on the 2005 Branding study.


(b) Assist DNB with marketing, public relations and customer relations strategies to provide a clear and consistent brand positioning message to its customers and prospects.


(c) Assist DNB Management with creative supervision and copywriting as needed for all advertising and communications including, but not limited to, the Annual Report.


The foregoing services shall produce the deliverables, and be consistent with, the documented discussions DNB and Service Provider have had to date, and shall be subject to such performance measures for each stage of performance as the parties shall identify prior to commencement of each stage of services. The foregoing are sometimes referred to in this Agreement as the “Marketing Services.” The Marketing Services shall be provided within such deadlines as the parties may mutually agree from time to time, but shall in all events be consistent with DNB’s marketing requirements.


2. Compensation . In consideration for Service Provider rendering the Marketing Services, DNB shall (i) reimburse Service Provider its reasonable out-of-pocket expenses in providing the Marketing Services. All such expenses are subject to prior approval by DNB’s Retail Banking Division’s Executive Vice President; and (ii) pay Service Provider a monthly retainer of $5,000.00 per month for each calendar month in 2006.





3. Regulatory Compliance . This Agreement shall in all events be subject to all applicable banking laws and regulations. The performance of Marketing Services by the Service Provider is subject to examination oversight by DNB’s applicable banking regulators. Without limiting the foregoing, the provision of Marketing Services and the payment of compensation therefor shall be on terms and at compensation rates that are substantially the same, or at least as favorable to DNB, as those available to DNB for comparable services from other nonaffiliated service providers. The parties agree to modify this Agreement and the compensation payable hereunder from time to time to conform to any applicable regulatory requirements. Service Provider shall each be subject to examination by DNB’s regulators to the extent deemed appropriate or necessary by such regulators in connection with this Agreement.


4. Intellectual Property . Any work product and intellectual property, such as DNB’s name, logo, trademark, and copyrighted material, shall be the sole property of DNB.


5. Confidentiality; Preservation and Disposition of Confidential Information . All information relating to DNB,

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