Evergreen Professional Recoveries Inc 11/12/2009

D Upon Service Provider's receipt of payment -in -full on an assigned account, Service Provider shall del ver to City the Initial Principal Balance and all accrued Interest. Service Provider may retain the Collection Fee and any NSF penalty. Partial payments made on assigned accounts to Service Provider will be remitted to City by Service Provider based upon the same pro rata formula applied to accounts that are paid in full. By way of illustration, assuming a 20% Collection Fee (no NSF penalty): $100 Initial Principal Balance x 120% _ $120 balance to be collected; a $50 payment received would be remitted as follows: $38 to City and $12 to Service Provider ($20 = 24% of $120 and $12 = 24% of $50) Service Provider shall remit to City monies due from a received full or partial payment within thirty (30) days from the end of the month in which Service Provider received payment. The remittance shall include an itemized report showing the debtor's of debtors' name, account number, City number, amount paid, agency commission, balance due and status of account. 10. Confidentiality. Service Provider acknowledges that all information and documents disclosed by City to Service Provider, or which come to Service Provider's attention in the course of its performance of services under this Agreement, constitute valuable assets of and are proprietary to City; Service Provider has a responsibility to protect these assets. Service Provider shall take all reasonable steps needed to protect the privacy of consumer debtor files. Service Provider shall mamtain internal procedures and controls to protect City from loss. Service Provider shall hold City information, both corporate and personal data, in the strictest confidence unless it is already in the public domain. No personal or corporate data shall be disclosed except as needed to perform Service Provider's duties under this Agreement as allowed by law. This provision shall survive termination of this Agreement. 11. Termination of Contract. Either party may terminate this Agreement at any time by sending written notice of termination to the other party ("Notice"). The Notice shall specify a termination date ("Termination Date") at least sixty (60) days after the date the Notice is issued The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by the other party (whether by fax, mail, delivery or other method reasonably calculated to be received by the other party in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. The Notice shall be sent by the United States Mail to the patty's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method reasonably believed to provide the party actual notice in a timely manner, such as fax. The City does not by this section waive, release, or forego any legal remedy for any violation, breach, or non-performance of any of the provision of this Agreement. At its sole option, City may deduct from the final payment due Service Provider (a) any damages, expenses or costs arising out of any such violations breaches, or non- performance and (b) any other backcharges or credits. The City shall not pay Service Provider for any expenses incur red or work done following the effective date of termination unless authorized m writing by the City before the expenses are incurred or the work is done. 12. Changes. The City may, from time to time, unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work (and resulting decrease in compensation), shall: (a) be made only in writing and signed by an authorized City representative, (b) be explicitly identified as such and (c) become a part of this Agreement. 13. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express, prior written consent of the City. 14. Indemnification. A. Service Provider will defend and indemnify the City from any and all Claims arising out of, in connection with, or incident to any acts, err ors, omissions, or conduct by Service Provider relating to, or Page 3