Technology Outsourcing Renewal Agreement

Exhibit 10.5


TECHNOLOGY OUTSOURCING RENEWAL AGREEMENT


This Technology Outsourcing Renewal Agreement is made as of the 1st day of December, 2007 (the " Effective Date" ), by and between Team Financial, Inc., a Kansas corporation (" Customer" ), and Metavante Corporation , a Wisconsin corporation (" Metavante" ).


Customer desires Metavante to provide to Customer the services set forth in this Agreement, and Metavante desires to provide such services to Customer, all as provided in this Agreement.


THEREFORE , in consideration of the payments to be made and services to be performed hereunder, upon the terms and subject to the conditions set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:


Metavante shall provide to Customer and Customer shall receive from Metavante, all upon the terms and conditions set forth in this Agreement, the Services specified in this Agreement. The term of this Agreement shall commence on the Effective Date and end on March 31, 2011 (the " Initial Term" ). This Agreement supercedes and replaces that Master Agreement between the parties dated March 1, 2001, as amended.


As of the Effective Date, the parties acknowledge that this Agreement includes the following Schedules:


Services and Charges Schedule


Wealth Management Technology Services

Schedule


Service Level Schedule


Termination Fee Schedule


NYCE Network Participant Schedule


Strategic Network Solutions Schedule


Business Intelligence Center Schedule


As of the Effective Date, the parties acknowledge that Services will be provided for Customer and the following Affiliates of Customer:


By signing below, the parties agree to the terms and conditions of this Agreement, and Customer appoints Metavante as: (1) Customer' s attorney-in-fact to transmit files and information to the Internal Revenue Service (" IRS" ) and to take all appropriate actions in connection therewith and empowers Metavante to authorize the IRS to release information return documents supplied to the IRS by Metavante to states which participate in the " Combined Federal/State Program" ; and (2) Customer' s agent to sign on Customer' s behalf the Affidavit required by the Internal Revenue Service on Form 4804, or any

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successor form. Customer acknowledges that Metavante' s execution of the Form 4804 Affidavit on Customer' s behalf does not relieve Customer of responsibility to provide accurate TINs or liability for any penalties which may be assessed for failure to comply with TIN requirements IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf as of the date first above written.


METAVANTE CORPORATION


TEAM FINANCIAL, INC.

4900 W. Brown Deer Road


Brown Deer, WI 53223


By:


Name:

James R. Geschke


Title:

Executive Vice President


Metavante Banking and Trust Solutions


By:


Name:


By:


Name:

Paul T. Danola


Title:

Senior Executive Vice President


Title:


Metavante Corporation


By:


Name:


Title:


TERMS AND CONDITIONS CONSTRUCTION 1.1. Definitions . Capitalized terms shall have the meaning ascribed to them in Article 18 of this Agreement.


1.2. References . In this Agreement, references and mention of the word " includes" and " including" shall mean " includes, without limitation" and " including, without limitation," as applicable, and the word " any" shall mean " any or all" . Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.


1.3. Interpretation . The terms and conditions of this Agreement and all schedules attached hereto are incorporated herein and deemed part of this Agreement. In the event of a conflict between the general terms and conditions and the terms of any schedules or exhibits attached hereto, the terms of the schedules and exhibits shall prevail and control the interpretation of the Agreement with respect to the subject matter of the applicable schedules and/or exhibits. The schedules and exhibits

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together with the general terms and conditions shall be interpreted as a single document. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement.


1.4. Affiliates . Customer agrees that it is responsible for ensuring compliance with this Agreement by those of its Affiliates that receive Services under this Agreement. Customer agrees to be responsible for the submission of its Affiliates' data to Metavante for processing and for the transmission to Customer' s Affiliates of such data processed by and received from Metavante. Customer agrees to pay any and all fees owed under this Agreement for Services rendered to its Affiliates.


TERM 2.1. Duration . Unless this Agreement has been earlier terminated or unless Customer provides Metavante with written notice of non-renewal at least nine (9) months prior to the expiration of the Initial Term, this Agreement shall automatically renew at the end of the Initial Term on the same terms (including pricing terms) for one (1) twelve-month period. Upon expiration of such twelve (12) -month extension, this Agreement shall expire unless renewed in writing by the parties, provided, however, that Metavante may, but has no obligation to, continue to provide all or any portion of the Services thereafter on a month-to-month basis subject to these Terms and Conditions and Metavante' s then-current standard fees and charges.


2.2. Termination Assistance . Following the expiration or early termination of this Agreement, Metavante shall provide to Customer the Customer Data in the format in which it exists on Metavante' s systems at no charge. In addition, Metavante agrees to provide to Customer all necessary assistance to facilitate the orderly transition of Services to Customer or its designee (" Termination Assistance" ). As part of the Termination Assistance, Metavante shall assist Customer to develop a plan for the transition of all Services then being performed by Metavante under this Agreement, from Metavante to Customer or Customer' s designee, on a reasonable schedule developed jointly by Metavante and Customer. Prior to providing any Termination Assistance, Metavante shall deliver to Customer a good-faith estimate of Expenses and charges, for custom programming services, if requested by Customer. Nothing contained herein shall obligate Customer to receive Termination Assistance from Metavante.


LICENSES 3.1. Customer Marks . Metavante is authorized to use Customer' s service marks and trademarks solely if necessary to perform the Services and solely for the purpose of providing the Services to Customer. Any use of Customer' s marks by Metavante shall be subject to Customer' s prior written approval, which shall not be unreasonably withheld by Customer.


3.2. Software License . Customer (a) will install and operate copies of certain Metavante-supplied software, if any, that is identified in the Services and Charges Schedule as required for Customer to access or receive certain of the Initial Services, (b) may access certain software that Metavante will make available on the internet, and (c) may be provided with copies of software for demonstration purposes (collectively, the " Incidental Software" ). Metavante hereby grants to Customer a personal, nonexclusive, and nontransferable license and right, for the duration of this Agreement, to use the Incidental Software solely in accordance with the applicable Documentation and for no other purposes. Customer shall not do any of the following: (i) distribute, sell, assign, transfer, or sublicense the Incidental Software, or any part thereof, to any third party; (ii) except as specifically set forth in this Agreement, adapt, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Incidental Software or any part thereof; (iii) copy the Incidental Software, in whole or in part, without including appropriate copyright notices; (iv) except for providing banking services to Customer' s customers, use the Incidental Software in any manner to provide Service Bureau, time sharing, or other computer services to Third Parties; (v) export the Incidental Software outside the United States, either directly or indirectly; and/or (vi) install the Incidental Software on a different platform or interface the Incidental Software to an application written in a different computer language other than that set forth in the Documentation. Within 10 days of the Effective Date of Termination, Customer shall, at its own expense, return the Incidental Software to Metavante and/or destroy all copies thereof.


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SERVICES 4.1. Initial Services . Metavante agrees to provide the Services as set forth in the Schedules listed on the first page of this Agreement as of the Effective Date.


4.2. Professional Services . Metavante shall perform the Professional Services for Customer as set forth in the Services and Charges Schedule and shall perform additional Professional Services as mutually agreed upon by the parties from time to time under this Agreement, provided that either party may require execution of a separate mutually acceptable professional services agreement prior to Metavante' s performance of Professional Services other than those set forth in the Services and Charges Schedule.


4.3. Service Levels . Service Levels, if any, relating to a particular Service shall be as set forth in the Service Level Schedule. The parties agree that Metavante' s performance of Services at a level at or above any Service Level shall be satisfactory performance. Metavante shall cure any failure to achieve a Service Level within the period specified within the applicable schedule. Remedies, if any, for failure to achieve a Service Level shall be as set forth in the Service Level Schedule.


4.4. Payment Services . The following additional terms shall apply with respect to Payment Services. Payment Services are those Services provided by Metavante to effect payments between Customer' s clients and third parties.


Settlement . Metavante may remit or receive funds for Customer as Customer' s payment processor. Customer is exclusively responsible to reimburse Metavante for any and all funds remitted by Metavante to Networks, payees, or third parties in settlement of transactions processed by Metavante for Customer, whether or not Customer is able to collect the amount of any transaction from its customer. Customer shall designate a settlement account in accordance with Metavante' s requirements for the applicable Service. Metavante shall charge the designated settlement account(s) for amounts owed by Customer for settlement. Customer shall, upon Metavante' s demand, immediately pay to Metavante any settlement amount that Metavante is unable to collect from the settlement account for any reason. Metavante will provide Customer with daily settlement and accounting information, and Customer agrees that Customer is responsible for the daily maintenance and reconciliation of all accounting entries. Customer agrees to compensate Metavante for carrying any unfunded settlement using the then-published prime rate of M&I Marshall & Ilsley Bank. Metavante may terminate this Agreement in the event that settlement remains unfunded by Customer for more than two (2) business days.


Card Services . The following applies to Services provided by Metavante in support of Customer' s debit or credit card issuing or merchant processing programs.

Networks . Customer acknowledges and agrees that Customer must obtain required memberships in all applicable Networks. If Customer is not a duly licensed card issuing member of any Network, Customer shall execute applications for membership and shall provide Metavante with copies of its fully executed membership agreements promptly after receipt by Customer. Metavante agrees to assist Customer in obtaining sponsorship by an appropriate bank, if necessary, for MasterCard or Visa membership. Customer shall comply with the articles, bylaws, operating regulations, rules, procedures and policies of Visa, MasterCard, and/or other Networks, as applicable, and shall be solely responsible, as between Customer and Metavante, for any claims, liabilities, lawsuits and expenses arising out of or caused by Customer' s failure to comply with the same. Customer acknowledges and agrees that, because Metavante is Customer' s processor, Metavante may receive certain services from MasterCard, Visa, and/or other Networks that Customer could receive directly in the event Customer performed the processing services for itself. Customer agrees that Metavante may pass through to Customer any fees charged to Metavante for such services, and that Metavante has no responsibility or liability to Customer for any such services. Prior to the transfer of the Services to Customer or its designee upon the Effective Date of Termination, Customer shall take all actions required by the applicable Network to effect the transfer. In addition to the charges specified on the Services and Charges Schedule, Customer shall be responsible for (i) all interchange and network provider fees; (ii) all dues, fees, fines, and assessments established by and owed by Customer to any Network; and (iii) for all costs and fees associated with changes to ATM protocol caused by Customer' s conversion to the Services. Card Personalization Services . If Metavante is providing card personalization services for Customer, the following will apply. Delivery of cards will be deemed complete with respect to any order upon Metavante' s delivery of the supply of cards to either the United States Post Office, a common carrier or courier, or Customer' s designated employee or agent. Following delivery of the cards in accordance with the foregoing, the card production services with respect to such order shall be completed, and Metavante shall have no further responsibility whatsoever for any use, abuse, loss, damage, alteration, or theft of cards following delivery. Metavante shall be responsible to produce cards in conformance with applicable network standards and for the proper preparation of mailers (e.g., sealing and addressing). Customer shall notify Metavante in writing of any alleged breach of the

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foregoing by Metavante. Metavante' s sole responsibility, and Customer' s sole remedy, shall be to provide, at Metavante' s expense, a conforming replacement card to the appropriate cardholder(s). Settlement Account. Customer shall maintain an account for purposes of funding or receiving settlement, as applicable, and authorizes Metavante to charge the settlement account via ACH debit or otherwise for any net settlement owed by Customer to Metavante, and to deposit to the settlement account any net settlement owed by Metavante to Customer. Metavante may offset amounts payable to Customer against amounts payable by Customer for purposes of determining a net settlement amount to charge to the settlement account. For at least 120 days following the Effective Date of Termination, Customer shall maintain a settlement account which Metavante may charge to settle any trailing activity which accrues prior to the Effective Date of Termination (including any chargeback of a transaction which is authorized prior to the Effective Date of Termination). Customer shall pay to Metavante fees at Metavante' s then-current standard rates to settle such trailing activity. Business Risk. Customer is responsible for its decisions regarding its business risks (including risk of credit losses, fraud losses, counterfeit losses, and fees and fines for noncompliance with laws, regulations, or Visa/MasterCard rules, if applicable). Metavante will provide Customer with certain reports (some in paper form, some in microfiche form, and/or some available on-line or through some other electronic media), including management reports, but Customer is responsible to review, monitor, and act upon information in such reports to minimize and control risks, losses, fees, and fines. Customer shall be responsible to furnish and pay for all forms and documents used by Customer and shall be solely responsible for the compliance of such forms, documents, and procedures with the operating requirements of Metavante, Network rules and operating regulations, if applicable, and applicable federal, state, and local laws and regulations. Metavante may provide sample forms, documents, and procedures to Customer for information purposes, but Metavante makes no warranty or representation as to the legality or accuracy of such forms, documents, or procedures. BIN Transfer. Prior to the transfer of the Services to Customer or its designee upon the expiration of the Term of this Agreement, Customer shall inform Visa and/or MasterCard and/or any other applicable Network in writing (with a copy to Metavante) (1) of the transfer of its Bank Identification Number (BIN) or Interbank Card Association Number, or other identifying number (as applicable) to the new processor, and (2) of the new ACH account number for billing purposes. Credit Cards . Customer authorizes Metavante and grants to Metavante power-of-attorney to endorse any and all checks payable to Customer which are received by Metavante in payment of credit card accounts for which Metavante provides payment processing services. Customer may request that Metavante make available to Customer' s credit card cardholders checks or drafts which the cardholders may use to draw on their credit card account. Customer agrees that neither Metavante nor Metavante' s payable through bank shall have any responsibility to review or verify the signature of the drawer of any credit card check, and Customer will be responsible for the full amount of any credit card check paid by Metavante for Customer. Pay Anyone Services . " Pay Anyone" services are those services that Metavante provides to remit payments to any U.S. payee using electronic funds transfer or paper checks. The services may include online user interfaces and electronic statement presentment. The following terms apply to these Services.

Access. Customer shall comply with Metavante' s requirements for making the Services operational and available for Customer and/or End Users (as hereinafter defined). An " End User" is a person for whom Metavante provides the Services on Customer' s instruction or on Customer' s behalf. In the event that Metavante shall provide online user interfaces for the Services (the " Branded Website(s)" ), Customer agrees that Metavante is under no obligation to provide any person with access to the Services unless and until Customer has provided Metavante with all information and documentation required by Metavante for End User set-up.


End User Agreements. Customer is solely responsible for verifying each End User' s identity, and for contracting with, and managing the relationship with, End Users of the Services, and obtaining all necessary End User authorization to provide the Pay Anyone Services. Metavante will not have a contractual relationship with End Users, and so must rely upon Customer to manage liability and risk issues. Customer will include reasonable provisions in its End User agreements regarding, and shall indemnify Metavante against, defend Metavante against, and hold Metavante harmless from claims arising from (a) Customer' s failure to verify the End User' s identity; (b) any End User' s use of or inability to use the Services, specifically including any End User' s claim for economic loss or damages arising from the End User' s use of the Services; (c) transactions effected with a lost, stolen, counterfeit, or


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misused log-in ID and/or password; or (d) actions taken by Metavante in accordance with an End User' s instruction. Customer and its End Users shall be responsible for selecting and safeguarding their passwords for using the Services. As between Customer and Metavante, any use of the Services through use of a valid password shall be authorized use, provided that Metavante will cancel or disable any End User promptly following notification from Customer.


Settlement Account. Customer shall designate the applicable settlement account for transactions. The settlement account shall be either each End User' s designated account for bill payment activities initiated by the End User or Customer' s designated central settlement account to fund such payments. Customer is and shall remain solely and exclusively responsible to Metavante for the entire amount of any payment processed for and on behalf of an End User that is not funded due to insufficient funds in the applicable settlement account or for any other reason outside Metavante' s control, whether or not the payment was authorized by the End User.


Payment Processing. Metavante shall have the right to remit, stop, cancel, and manage payments and ACH re-issuance and returns as deemed most reasonable by Metavante, and Metavante may cancel payments, or block any User from initiating additional payments, in Metavante' s reasonable discretion. Customer authorizes Metavante to contact payees and End Users with respect to payments processed by Metavante. Metavante may process payments using the Automated Clearing House (" ACH" ). In doing so, Metavante acts as Customer' s third-party service provider and is not itself an " Originator," " ODFI," or " RDFI" (as defined under National Automated Clearing House Association (" NACHA" ) rules). Metavante may remit payments using checks drawn on Metavante' s clearing account, and may set an expiration date for such checks. Metavante may also remit payments using checks drawn on the User' s designated account. From time to time, Metavante may contact End Users to recover payment errors (common sources of payment errors include incorrect recipient (payee); delivered incorrectly by the postal service; consolidation error directed the payment to an incorrect party; stop-payment request honored and funds re-credited to End User' s account, but the check was paid; Metavante error; or duplicate payment made to payee). In the case of payment errors, Metavante will always contact the payee first to attempt direct retrieval of the funds. If Metavante is unable to retrieve the funds from the payee and the End User received benefit of the payment, Metavante may seek reimbursement from the End User. Customer shall be responsible for any losses to Metavante associated with payments by Metavante to, or at the direction of, government agencies, organizations and institutions, or court-directed payments.


Data Transfers. In the event that Customer transfers data from another service provider to Metavante to convert Customer' s end users to Metavante' s systems, Metavante will not be responsible for any errors, delays, or problems in providing the Services that arise from the quality, reliability, or currency of the transferred data, including, without limitation, late fees for payments that are delayed due to the conversion of inaccurate or outdated payee data. In the case of deconversions of User data from Metavante' s system, Customer shall pay Metavante fees, at Metavante' s then-standard professional services rates, to deconvert the User data at Customer' s request. Customer agrees to provide Metavante at least six (6) weeks notice of any request to convert or deconvert User data to or from Metavante' s systems. All payee data and Metavante' s payee database shall be Metavante' s property, which may be used by Metavante without limitation for purposes of maintaining and providing " Pay Anyone" bill payment services for Metavante' s customers.


Electronic Biller Services . Electronic biller services are services provided by Metavante to enable Customer to present bills electronically to its customers and/or accept online credit card and/or ACH payment instructions from its customers. The following terms apply to these Services:

Access. Customer shall comply with Metavante' s requirements for making the Services operational and available for Customer and/or End Users (as hereinafter defined). An " End User" is a person for whom Metavante provides the Services on Customer' s instruction or authorization or on Customer' s behalf. End User Agreements. Customer is solely responsible for verifying each End User' s identity, and for contracting with, and managing the relationship with, End Users of the Services, and obtaining all necessary End User authorization to provide the Services. Metavante will not have a contractual relationship with End Users, and so must rely upon Customer to manage liability and risk issues. Customer will include reasonable provisions in its End User agreements regarding, and shall indemnify Metavante against, defend Metavante against, and hold Metavante harmless from claims arising from (a) Customer' s failure to verify the End User' s identity; (b) any End User' s use of or inability to use the Services, specifically including any End User' s claim for economic loss or damages arising from the End User' s use of the Services; (c) transactions effected with a lost, stolen, counterfeit, or misused log-in ID and/or

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password; (d) Customer' s policy with respect to privacy, including notice(s) regarding the collection, use, storage, security, and review of personally identifiable data collected; actions taken by Metavante in accordance with an End User' s instruction. Customer and its End Users shall be responsible for selecting and safeguarding their passwords for using the Services. As between Customer and Metavante, any use of the Services through use of a valid password shall be authorized use, provided that Metavante will cancel or disable any End User promptly following notification from Customer. Payment Files. Metavante will prepare payment files for Customer as Customer' s third-party service provider and deliver the files to Customer' s designated ODFI (for ACH files) or transaction processor (for credit card files). Metavante' s sole responsibility for any error in payment or reversed payment is to determine whether any mechanical, procedural, or processing problems occurred at Metavante during the preparation of the payment file(including but not limited to rejection of files) and, if necessary, reprocess and resubmit the payment file without additional charge. Statement Data. If Customer is receiving bill presentment services, Metavante shall make statement data available for End Users to access through entities participating in Metavante' s electronic bill presentment network. ACH Services .

General . " ACH Services" means Services whereby Metavante will (i) initiate and/or receive automated clearing house debit and credit entries, and adjustments to debit entries and credit entries to Customer' s account, (ii) credit and/or debit the same to such account. Customer authorizes Metavante to act as Customer' s third-party processor for initiating, transmitting, and/or receiving ACH entries. If agreed to between Customer and Metavante, Metavante shall provide for the posting of ACH entries to Customer deposit accounts. Metavante shall provide reports to Customer showing errors and rejections resulting from ACH entries transmitted on behalf of Customer during a particular day. It shall be Customer' s responsibility to review such reports and correct erroneous ACH entries. Timing . Metavante shall make reasonable efforts to deliver ACH entries to Customer or to an ACH operator, as appropriate, prior to any applicable deadline for such delivery. Metavante does not guarantee timely delivery. Metavante shall have no liability to Customer as a result of any late delivery, except to the extent such late delivery is (i) caused by the willful misconduct of Metavante, and (ii) made more than 24 hours after its scheduled deadline. NACHA Rules . In providing ACH Services for Customer, Metavante acts as Customer' s third-party service provider and is not itself an " Operator," " Originator," " ODFI," or " RDFI" (as defined under NACHA rules). Customer shall be responsible for compliance with all applicable laws, rules, and regulations regarding Customer' s use of and/or access to the ACH Services, including applicable rules and regulations of the National Automated Clearing House Association (" NACHA" ). In particular and as applicable, (i) Customer will provide its depositors with all disclosures required under state and federal law and (ii) shall enter into an agreement with each party that will initiate ACH entries to accounts (an " Originator" ) prior to permi ...