TRIPARTITE AGREEMENT

THIS AGREEMENT (this “Tripartite Agreement”) is effective starting on [EFFECTIVE DATE],

and is between [CLIENT.Company] (hereinafter called the
“Customer”); [COMPANY.Company] (hereinafter called the “Contractor”);
and [BANK.Company] (hereinafter called the “Bank”).

1. RECITALS
The Customer and the Contractor are parties to the contract entered into as of[DATE],
including any amendments thereto, individually and collectively referred to herein as the
“Agreements,” which provide for the advance of funds pursuant to the letter of credit (the “Letter
of Credit”).

The Agreements require that funds withdrawn shall be used solely for the funding
of [DESCRIPTION]. Such funds must be deposited in an account separate from the
Contractor's general or other funds, with a bank that meets the requirements set forth in the
Agreements; and, the Bank meeting the requirements, the parties are agreeable to depositing
such amounts in an account (the “Account”) with the Bank.

2. COVENANTS
In consideration of the foregoing, and for other good and valuable consideration, it is agreed
that:
1. CUSTOMER shall have a lien upon the credit balances in the ACCOUNT to secure the
repayment of all funds in the ACCOUNT, which lien shall be superior to any lien or claim of
the Bank or Contractor with respect to such account.
2. The Bank shall not be responsible for (a) the application of funds withdrawn from the
ACCOUNT, or (b) determining whether any person is entitled to receive funds ordered or
directed to be paid by the Contractor. Provided that the Bank exercises ordinary care, after
receipt by the Bank of written directions from the duly authorized representative of
CUSTOMER or the Contractor, the Bank shall act thereon and shall be under no liability to
any party hereto or any third party for any action taken or not taken in accordance with
such written directions, including without limitation any directions in the form of electronic
transmission, file, mail or other electronic instruction or transaction, including automated
clearing house entry, or for the breach of any warranty or representation by CUSTOMER or
 the Contractor, as the case may be. Any such written directions or instructions received by
the Bank from or at the direction of the Director, Division of Financial Strategies and
Evaluation, CUSTOMER, or from the duly authorized representative of same may, in so far
as the rights, duties and liabilities of the Bank are concerned, be considered as having
been properly issued and filed with the Bank by CUSTOMER.
3. CUSTOMER or its authorized representatives may request copies of the establishment and
maintenance of, and transactions in the ACCOUNT at CUSTOMER’s expense. Such
copies shall be available within a reasonable time. Such records shall be preserved by the
Bank for a period of six (6) years following the close of the calendar year in which the
records were created unless prior to that time, the Bank has been notified in writing by
CUSTOMER that preservation of such records for a longer period of time is necessary for
purposes of litigation or dispute.
4. In the event of the service of any writ of attachment, levy of execution, or commencement
of garnishment proceedings with respect to the ACCOUNT, the Bank will promptly notify
CUSTOMER.
5. CUSTOMER will arrange for a Letter of Credit (irrevocable to the extent obligations arise
when the Bank has acted in accordance with instructions of the Contractor) to the Bank, for
the benefit of the ACCOUNT. CUSTOMER authorizes the Bank to issue a 1031 draw-down
request (the “Draw-down”) against the Letter of Credit in accordance with the Draw-down
instructions agreed to by the parties (the “Draw-down Instructions”), to the appropriate
Federal Reserve Bank. The Draw-downs shall be limited to the amount of (a) checks and
other items, including electronic funds transfer (EFT) items issued by or in the name of the
Contractor, presented for payment each day or projected to be presented for payment each
day (individually, “Item” and collectively, the “Items”); (b) any withdrawals or debits to the
ACCOUNT in accordance with ordinary procedures for processing any Items, including,
without limitation, any adjustments and charge backs in connection with any Items (the
“Adjustments”), and (c) prior overdrafts, if any, less other collected deposits. In conjunction
with any transfers of funds, the parties agree to be bound by the then current Operating
Rules and Guidelines of the National Automated Clearinghouse Association (the “NACHA
Rules”), except that with respect to the Government, as such NACHA Rules are modified
by Department of the Treasury Regulations. Notwithstanding anything to the contrary
herein, the Bank shall be under no obligation to follow the instructions or directions of
CUSTOMER or the Contractor to reverse any entries or Items unless such reversal is in
accordance with the NACHA Rules or Department of Treasury Regulations. The Bank
agrees to service the ACCOUNT in the manner set forth herein and based on the
specifications and pricing schedules contained in the addenda hereto.
The Bank and the Contractor each agree to exercise good faith to keep all withdrawals
restricted so as not to cause the Letter of Credit total monthly authorization to be exceeded. In
the event Items or other withdrawals presented or projected to be presented against the
ACCOUNT exceed the Letter of Credit total monthly authorization, the Bank will use
commercially reasonable efforts to notify CUSTOMER before [TIME] [TIME ZONE], and
CUSTOMER shall, within 48 hours from the time of the request, increase the Letter of Credit
total monthly authorization, as necessary, to cover the excess amount. In the event that
CUSTOMER fails to timely respond and the Bank processes Items exceeding the amount of the
Letter of Credit, the Bank may include on its monthly fee schedule any related fees and
charges, plus interest, if applicable. As used herein, banking day means that part of any
business day on which an office of the Bank is open to the public for carrying on substantially all
of its banking functions.

The Contractor and the Bank agree to notify each other within [NUMBER] days after learning of
the occurrence of any actions or omissions of which the party becomes aware that may be in
violation of the Tripartite Agreement or which may be otherwise fraudulent or unauthorized.

The Bank, Contractor and CUSTOMER agree that no person other than the parties to the
Agreements are intended to be the beneficiaries of the Tripartite Agreement or the Agreements
nor shall any other person have rights arising under same.
1. This Tripartite Agreement, with all its Provisions and covenants, shall be in effect for a term
of [TERM NUMBER OF YEARS] years beginning on [BEGINNING DATE] and ending
on [END DATE].
2. Without cause, the Contractor or the Bank may terminate this Tripartite Agreement on the
annual anniversary of the effective date of the Tripartite Agreement by providing written
notification of termination to the other two (2) parties at least [DAYS NOTIFICATION OF
TERMINATION] days prior to the expiration of the then current year term of this Tripartite
Agreement.
3. The Contractor may terminate this Tripartite Agreement at any time with a minimum
of [DAYS NOTICE TO BANK] days notice to the Bank if the Contractor finds that the Bank
has failed to substantially perform its obligations under this Tripartite Agreement or that the
Bank is performing its obligations in a manner that precludes the Contractor from
administering the applicable program in an effective and efficient manner. CUSTOMER
may terminate this Tripartite Agreement at any time by providing written notice to the other
two (2) parties.
4. Notwithstanding Covenants 6, 7 and 8, in the event the Agreements are not renewed or
are terminated, this Tripartite Agreement among CUSTOMER, the Contractor, and the
Bank will automatically be terminated upon the delivery of written notice to the Bank. This
Tripartite agreement will terminate automatically at the conclusion of the term listed in (6),
above.
5. The Bank agrees that it shall not enter into any agreement with any other party to carry out
 the primary responsibilities of this Tripartite Agreement without the prior written approval of
CUSTOMER.
6. The Bank, the Contractor, and CUSTOMER agree to comply with the provisions set forth in
any attachments or addenda to this Tripartite Agreement, which are attached hereto and
incorporated herein.
7. The Bank, the Contractor, and CUSTOMER agree that, in the event of any conflict of
terms, this Tripartite Agreement supersedes the Bank’s Service Terms for any and all
accounts and services that are covered by this Tripartite Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement, including the
signature pages, to be executed as of the day and year first above written.

[CLIENT.Company]

_____________________________ _______________
[CLIENT.FirstName] [CLIENT.LastName]
[CLIENT TITLE]

[CONTRACTOR NAME]

_____________________________ _______________
[COMPANY.FirstName] [COMPANY.LastName]
[COMPANY TITLE]

[BANK.Company]

_____________________________ _______________
[BANK.FirstName] [BANK.LastName]
[BANK TITLE]