First National Bank of Pennsylvania Purchasing Department Standard Terms and Conditions

1. Acceptance of Terms.  First National Bank of Pennsylvania’s (“FNB”) Standard Terms and Conditions (“Standard Terms”) shall be deemed accepted upon execution of the Master Agreement for Purchase of Goods/Services (the “Agreement”).

2. Definitions.

a. Vendor shall mean the party that executes the Agreement which incorporates these Standard Terms by reference.

b. Order shall have the same definition as set forth in the Agreement.

c. Contract shall have the same definition as set forth in the Agreement.

3. Independent Contractor Relationship.

a. Vendor agrees to perform services solely as an independent contractor. The parties to these Standard Terms recognize that these Standard Terms do not create any actual or apparent agency, partnership, franchise or relationship of employer and employee between the parties. Vendor is not authorized to enter into or commit FNB to any agreements, and Vendor shall not represent itself as the agent or legal representative of FNB.

b. FNB shall not be liable for payroll taxes, Worker’s Compensation, unemployment insurance, employer’s liability, employer’s FICA, social security, withholding tax, or other taxes or withholding for or on behalf of Vendor or any other person consulted or employed by the Vendor in performing services or delivering goods under these Standard Terms. All such costs shall be the Vendor’s responsibility.

4. Representations and Warranties.

a. The individual, who executed the Contract on behalf of the Vendor, represents and warrants that they are expressly and duly authorized by Vendor to execute the Contract and to legally bind Vendor as set forth in the Contract.

b. Vendor represents and warrants that it will comply with all laws, statutes, and regulations applicable to the services or goods delivered by Vendor to FNB under the Contract.

c. Vendor guarantees that the design and performance of all goods or services delivered under the Contract shall confirm with the requirements of applicable government health and safety regulations, including, but not limited to, regulations administered by OSHA and EPA.

5. Delivery of Goods/Services.

a. All goods and services shall be received by FNB subject to its right of inspection and/or rejection of non-conforming or defective goods. Those goods not deemed satisfactory as a result of inspection will be held for Vendor inspection at the Vendor’s risk for a reasonable length of time after which they will be returned to Vendor at its expense or disposed of by FNB. Freight to and from original destination for excess goods, except for customary quantity variations recognized by trade practice, will be paid by Vendor. Payment for goods on FNB check, ACH, commercial card or purchase orders prior to inspection shall not constitute acceptance of goods later received.

b. Goods are to be shipped to FNB’s designated destination best way, preferably F.O.B Destination. If shipping F.O.B Shipping Point, shipping costs are to be pre-paid and added to invoice. No C.O.D. shipment will be accepted. No charge for shipping will be allowed except (1) shipping charges stated on the original order/purchase order or (2) shipping charges for which Vendor obtained advance approval of FNB's Purchasing Department prior to shipment.

c. In the event of Vendor’s failure to deliver as and when specified in an Order, FNB reserves the right to cancel the Order or any part thereof upon notification to Vendor, and Vendor agrees that FNB may return part, or all of any shipment so made and may charge Vendor with any loss or expenses sustained as a result of such failure to deliver. All materials must be delivered to the shipping address designated by the line of business or designee during normal business hours, Monday through Friday, 9:00 AM – 4:00 PM unless other arrangements have been agreed upon in writing.

d. FNB reserves the right, at any time to insist upon strict compliance with these Standard Terms notwithstanding any previous custom, practice, or course of dealing to the contrary.

e. In the event Vendor’s services consists of FNB purchasing a block of hours or an estimated number of hours to complete a project for a certain cost and the block of hours are exhausted and/or the project is not completed within the applicable time frame due to the errors and omission of the Vendor or its subcontractors, then a change order shall be executed by the parties to adjust the block of hours and cost so that FNB is not responsible for Vendor’s underperformance. If the Vendor overestimates the block of hours or estimated hours to complete a project for a certain cost and such hours are not required, then FNB shall not be responsible for paying for unused hours and a change order shall be executed by the parties to adjust the block of hours and cost.

6. Confidentiality.

a. Confidential Information includes, but is not limited to, (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; or (v) any other information, including intellectual property, that should reasonably be recognized as confidential information of the party disclosing the information (“Disclosing Party”). Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The party receiving the information (the “Receiving Party”) acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all its Confidential Information as trade secrets.

b. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which (i) was demonstrably known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third-party source under no obligation to Disclosing Party to maintain confidentiality; (iii) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise required to be disclosed by law; and (v) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this provision or reference or access to any Confidential Information.

c. The Receiving Party will (i) limit access to any Confidential Information to its employees, consultants, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which these Terms relate, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this provision and require such Representatives to keep the Confidential Information confidential; (iii) maintain all Confidential Information in strict confidence by using a reasonable degree of care, but no less than the degree of care used by it in safeguarding its own confidential information; and (iv) not disclose any Confidential Information received by it to any third parties (except as otherwise provided herein). Each party shall be responsible for any breach of this provision by any of its respective Representatives.

d. The obligations set forth in Section 6 shall remain in effect for as long as the Confidential Information is not generally known to the public and shall survive termination of this Agreement.

e. Both parties acknowledge that the Confidential Information disclosed, in connection with this Agreement, is of unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy the value of such information. The damages to the Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree to waive any claim or defense that the Disclosing Party has an adequate remedy at law and the parties further agree that the Disclosing Party shall be entitled to seek injunctive relief (without the posting of any bond or other security) preventing the further use and/or disclosure of any Confidential Information in violation. Injunctive relief shall be in addition to any other remedies available, at law or in equity, to the Disclosing Party. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorney’s fees, incurred in obtaining any such relief.

f. Each party shall immediately return and redeliver to the other all tangible material embodying the other’s Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manual, records, excerpts or information deriving therefrom and all documents or materials (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the request of the Disclosing Party. Alternatively, the Receiving Party may immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction. Notwithstanding the foregoing, the parties may retain a copy of Confidential Information either (a) to the extent required by applicable law or regulation; or (b) information in an intangible or electronic format containing Confidential Information that is automatically archived by a digital archival and/or disaster recovery system, and which shall be retained until the ordinary course deletion thereof. Any Confidential Information that is not destroyed shall remain subject to the obligations set forth in this Agreement for as long as such Confidential Information is retained.

7. Compliance with the Gramm Leach Bliley Act.  To the extent Vendor receives or has access to information about FNB’s customers subject to the Gramm Leach Bliley Act or other state or Federal privacy laws, in any form or medium, whether provided by FNB or on behalf of FNB, including, without limitation, names, addresses, telephone numbers, account numbers, customer lists, account relationships, and demographic, financial and transaction information (a) provided by a customer to FNB; (b) resulting from any transaction with the customer or any service performed for the customer; or (c) otherwise obtained by FNB (the foregoing, collectively, “NPI”), the terms of this Section 7 shall apply and govern over any conflicting terms in this Agreement. Vendor agrees to keep the NPI strictly confidential, regardless of the form in which it is disclosed. Vendor agrees to utilize generally accepted security practices to secure FNB’s NPI. Vendor agrees to maintain physical, electronic, and procedural safeguards to protect and preserve the confidentiality of FNB’s NPI. At a minimum, Vendor’s procedural safeguards shall be designed to ensure the security and confidentiality of the NPI, protect against any anticipated threats or hazards to the security, integrity or availability of such information and protect against unauthorized access to such information that could result in harm or inconvenience to FNB or any customer, client, or vendor of FNB. Vendor shall cooperate with the internal operating controls and security processes and requirements of FNB. Vendor agrees that it will use the NPI solely for the purpose for which it was disclosed pursuant to this Agreement. Upon written request from FNB, Vendor shall provide evidence of Vendor’s actions to comply with the provisions of this section. Vendor shall immediately notify FNB of any instance of unauthorized access to, use or disclosure of any portion of FNB’s NPI and shall cooperate with FNB in any action relating thereto. Further, upon discovery of any vulnerability to or breach of its security, Vendor shall immediately take all appropriate actions necessary to mitigate any risk related to the disclosure of FNB’s NPI. Vendor shall take reasonable and appropriate measures including administrative, technical and physical safeguards to protect against unauthorized access to or use of FNB’s NPI in connection with its disposal. Further, upon written request from FNB, Vendor will provide written certification of proper disposal of NPI in accordance with industry standards. This disposal and certification requirement shall relate to customer information whether in paper or electronic form or otherwise. Vendor shall provide FNB with a copy of Vendor’s data disposal policies and procedures upon FNB’s request. Vendor agrees that it shall reimburse FNB for the reasonable expenses FNB incurs in notifying each of FNB’s affected customers whose NPI was breached if such notification is required by applicable privacy laws, which expenses shall include, but not be limited to, postage, printing, paper and envelopes, employee’s time and services, and fines and penalties.

8. Storage of FNB Information.  Vendor acknowledges and agrees that all FNB data sent or transferred electronically shall be encrypted and only within the United States. FNB data shall not be transferred, processed, or stored on servers outside of the United States. Vendor will encrypt all FNB electronic data at rest, in transit, and in process using a strong cryptographic protocol that is consistent with industry standards. In the event it is not feasible to use encryption, Vendor will secure all FNB electronic data by using effective alternative controls approved by a qualified individual who supervises Vendor’s information security program. Vendor is responsible for the security of FNB data that it possesses, stores, processes, or transmits.

9. Indemnification by Vendor.

a. Vendor agrees to indemnify, defend and save harmless FNB, parent, subsidiaries and affiliates, and their respective directors, officers, employees and agents, from any and all damages, causes of action, claims, liabilities, personal injury, expenses and costs, including reasonable attorneys’ fees, or losses of any kind or nature whatsoever which may in any way arise from the services performed by Vendor, the work of employees or subcontractors of Vendor while performing the services of Vendor hereunder, or any breach or alleged breach by Vendor of this Contract, including warranties.

b. If any claim is asserted against FNB that is related to the services performed by Vendor under this Agreement, FNB shall provide Vendor with reasonable timely notice of the claim in writing. Thereafter, the Vendor shall at its own expense defend, protect, and save harmless FNB against said claim or any loss or liability resulting therefrom.

c. If Vendor fails to fulfill its obligations under this section, then FNB has the right to defend, pay or settle said claim on its own behalf without notice to Vendor.

d. Vendor agrees to pay all fees, costs, and payments that may arise from FNB’s defense or settlement as well as all reasonable attorneys’ fees necessary to enforce said indemnification.

10. Third Party Infringement Indemnification.  Vendor shall indemnify, defend and hold harmless FNB, its affiliates, directors, officers, employees and agents against any and all third party claims actions, proceedings, expenses, damages and liabilities (including, but not limited to any governmental investigations, complaints and actions) and attorney’s fees, arising out of or in connection with any infringement or violation of any United States trademark, copyright or trade secret with respect to the Vendor software or product; provided that FNB: (i) gives Vendor prompt written notice of each such claim; (ii) tenders to Vendor the defense or settlement of each such claim, which shall be subject to FNB’s approval, at Vendor’s expense; and (iii) cooperates with Vendor, at Vendor’s expense, in defending or settling such claim. If Vendor receives notice of an alleged infringement, or if FNB’s access to the Vendor’s software or product shall be prevented by permanent injunction, Vendor, may, at its sole option and expense: (a) procure for FNB the right to continue accessing Vendor’s software or product as provided hereunder; (b) modify Vendor’s software or product so that it is no longer infringing; or (c) replace Vendor’s software or product with computer software of equal or superior functional capability. If none of the foregoing is commercially reasonable, Vendor shall have the right to terminate this Agreement. Vendor shall have no liability hereunder for any causes of action that arise out of modifications to the software or product made by FNB or use or combination of the software or product with a third-party software.

11. Trademarks.  Vendor is strictly prohibited for using FNB’s name, logo, trademarks, and service marks for any purpose unless expressly authorized by FNB in writing for the purpose of fulfilling Vendor’s obligations under the Contract.

12. Limitation of Liability.  In no event shall FNB be liable for consequential, incidental, indirect, punitive loss, or lost profit or similar damages and related costs and expenses (including attorney’s fees) to Vendor, even if FNB has been advised of their possible existence.

13. Attorney’s Fees.  In any litigation or other action between FNB and Vendor concerning the Contract, the prevailing party shall be compensated by the non-prevailing party for reasonable attorney’s fees and court costs actually incurred.

14. Due Diligence and Ongoing Monitoring of Vendor.  In connection with FNB’s obligations under certain regulations and guidelines, FNB periodically performs an analysis of each of its vendors’ financial strengths, business practices and compliance with applicable law. Vendor shall comply with the reasonable requests of FNB that are made in connection with such analysis of Vendor.

15. Minimum Insurance Coverages. Vendor shall obtain and maintain the minimum insurance coverage set forth listed on FNB Purchasing Department’s website at [hyperlink]. By requiring such minimum coverage, FNB shall not be deemed or construed to have assessed the risk that may be applicable to Vendor. Vendor is responsible for assessing its own risks and, if it deems appropriate or prudent, maintain higher limits and/or broader coverage. Vendor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or type. The minimum insurance coverage amounts shall not be deemed or construed to limit Vendor’s liability if such liability exceeds the minimum coverage amounts set forth herein. Vendor shall name FNB as an additional insured on such insurance and the policies shall not be canceled without thirty (30) days prior notice to FNB.

16. Subcontractors.  FNB acknowledges that Vendor, in its discretion, may utilize the services of subcontractors in the performance of the services; provided that Vendor will remain liable for all responsibilities and obligations under this Agreement and the acts and omissions of its subcontractors. Vendor shall provide to FNB, upon request, reasonable information concerning its subcontractors, including the name, address, and principals. FNB reserves the right to reject any subcontractor who is not reasonably satisfactory to FNB. Each subcontractor is subject to all confidentiality, background checks and insurance requirements of this Agreement, as applicable given the nature of the services provided by such subcontractor.

17. Equal Employment Opportunity.  The parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

18. Diversity.  A core principle of FNB and its affiliates and subsidiaries is their commitment to building a talented and diverse workforce by promoting opportunities for all employees regardless of their gender, race, veteran status, disability, and sexual orientation (Diverse Employees). Consistent with this principle, FNB expects that its vendors, suppliers, and service providers promote a diverse workforce with equal opportunity to succeed by using Diverse Employees in connection with work performed on FNB matters (hereinafter referred to as “Diverse Business Enterprises”). Vendor shall make best efforts to deploy its Diverse Employees in connection with the work contemplated under this Contract, particularly with respect to leadership responsibilities and the performance of significant duties under this Contract. If Vendor qualifies as a Diverse Business Enterprise, Vendor shall notify FNB and provide FNB with documentation to support this classification. Should Vendor utilize a subcontractor or supplier, Vendor shall use reasonable efforts to employ subcontractors who are Diverse Business Enterprises or who agree to make commercially reasonable efforts to provide opportunities for their Diverse Employees to perform the work. Vendor shall keep records of Diverse Business Enterprise subcontracts and shall be able to produce a report upon FNB’s request. Such reports shall include Diverse Business Enterprises percentages, along with any information confirming the roles and services provided to FNB by Vendor’s or subcontractors’ Diverse Employees under this Contract.

19. Sustainability.  FNB is committed to the principle of environmental sustainability in the conduct of its business. FNB expects Vendor to use commercially reasonable efforts to incorporate environmentally sustainable practices, products, components, and supplies in the provision of services to FNB under this Contract. FNB also encourages Vendor to take commercially reasonable steps to support green and energy conservation practices in its business model. Upon FNB’s request, Vendor shall provide FNB with a summary of its efforts to conduct its business in a sustainable and environmental manner.

20. Background Checks.  If Vendor, its employees, agents or subcontractors shall provide services or goods to FNB’s premises, then the following shall apply: Prior to Vendor assigning an employee, agent or subcontractor (collectively, “Personnel”), to provide services to FNB on FNB’s premises, Vendor will complete a seven (7) year county and Federal criminal conviction search and social security trace which includes present and former counties of residence, an education verification based on the highest degree earned, and an employment verification covering the past three (3) years in accordance with relevant guidance on the proper use of background checks and applicable Federal, state and local laws. Vendor’s Personnel’s criminal record must be free of all felony or misdemeanor convictions involving crimes against persons or property or involving dishonesty that are reasonably related to the job applied for. These potentially disqualifying convictions may include crimes involving physical violence, including, but not limited to, abuse of children or the elderly, abduction, including kidnapping, manslaughter, murder, robbery, sexual crimes, assault and/or battery; crimes against property, including, but not limited to, arson, theft, larceny, burglary, and trespass; crimes showing dishonesty, including, but not limited to, fraud, deception or financial exploitation of any person or business. In addition, Vendor shall conduct an individualized assessment (“IA”) on any Vendor Personnel who is initially determined as not meeting the criteria set forth herein. The IA will be performed in accordance with the relevant Federal guidance issued on properly performing background checks. Upon FNB’s request, if FNB determines in its sole discretion such additional background checks are necessary based on the location of the services provided, Vendor shall complete the following additional searches on its Personnel every five (5) years: (i) State Police Criminal Record Check; (ii) State Child Abuse Clearance; and (iii) Federal Bureau of Investigations (FBI) Criminal Background Check. Vendor shall certify to FNB that it has conducted such searches on its Personnel prior to assigning such Personnel to provide services on FNB’s premises. FNB reserves the right to prohibit Personnel on its premises in its sole discretion which shall not be a breach of the agreement nor be deemed a delay due to FNB that would warrant a delay in the services provided by Vendor or an increase in fees. Vendor shall immediately notify FNB when it becomes aware that its Personnel is alleged to have committed a crime against persons or property or involving dishonesty. Such Personnel is prohibited from providing services on FNB’s premises until such matters are resolved and the charges are dismissed, or the Personnel is found not guilty. In the event that Vendor’s Personnel commits a crime on FNB’s premises, then Vendor shall indemnify, defend, and hold harmless FNB, its vendors, employees, agents from any and all damages, losses, claims, causes of action, injury, death arising out of or resulting from Vendor’s Personnel’s acts and omissions. Vendor’s Personnel does not have to be convicted or plead guilty or no consent to such alleged crimes in order for Vendor’s indemnification obligation to apply.

21. Drug-Free Workplace Compliance.  When providing FNB with goods and/or services, including, but not limited to, delivery of goods and services provided on FNB’s premises, Vendor agrees to comply with all applicable federal, state, and local laws regarding smoke-free and drug-free workplaces and shall make a good faith effort to ensure that any of its employees or permitted subcontractors engaged in the work being performed hereunder do not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

22. Anti-Bribery and Inducement.  Each party agrees that it shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Foreign Corrupt Practices Act (“FCPA”)(“Relevant Requirements”); (b) maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Relevant Requirements, to ensure compliance and will enforce them where appropriate; (c) promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Contract; and (d) immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organization or acquires a direct or indirect interest in it (and it warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Contract). Additionally, neither party shall offer or agree to give any employee of the other party or any other person acting as a consultant to the other party any gift or consideration of any kind as an inducement or reward for doing or for bearing to do or for having done or forborne to do any act in relation to the obtaining or execution of this Contract or for showing or forbearing to show favor or disfavor to any person in relation to this Contract.

23. Survival.  The following sections of the Standard Terms shall survive termination of the Contract: 4, 6, 7, 8, 9, 10, 11, 12 and 13.