MARKETING AND SALES ALLIANCE AGREEMENT
THIS MARKETING AND SALES ALLIANCE AGREEMENT (this "Agreement") is made,
entered into, and effective as of this 29th day of December, 2005 by and among TIB BANK , a bank chartered
under the laws of the State of Florida (the "Bank"), TIB FINANCIAL CORP. , a Florida corporation and the
sole shareholder of the Bank ("Parent") (for purposes of Article III and Article VII only, but only to the extent
that Article VII relates to a breach of Parent's obligations under Article III), and NOVA INFORMATION
SYSTEMS, INC ., a Georgia corporation (“NOVA”)
BACKGROUND AND PURPOSE
The Bank has sold to NOVA all of the Bank's merchant bankcard transaction processing
assets pursuant to that certain Merchant Asset Purchase Agreement dated as of even date herewith by and
among the Bank and NOVA (the "Purchase Agreement").
The Bank and NOVA now desire to enter into, in connection with the Purchase Agreement,
a mutually beneficial marketing relationship, as set forth herein.
NOW, THEREFORE , for and in consideration of the mutual covenants and agreements herein
contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:
Certain Defined Terms. For purposes of this Agreement, the following capitalized terms
shall have the following meanings:
“AuxiIiary Documents” has the meaning set forth in Section 2.1 (a) hereof.
“Cash Advance” has the meaning set forth in Section 3.1 hereof.
“Confidential Information” has the meaning set forth in Section 2.8 hereof.
“Credit Card” means (i) a VISA card or other card bearing the symbol(s) of VISA U.S.A, Inc.
or VISA International, Inc., or (ii) a MasterCard card or other card bearing the symbol(s) of MasterCard
International Incorporated, or (iii) any card bearing the symbols