Exhibit
10 (m)
MARKETING SERVICES
AGREEMENT
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”).
Background:
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. Servi
