Exhibit 10.1 Material Definitive Agreement

1. Introduction. These general terms and conditions (“General Terms”) together with each Addendum, now or hereafter agreed to by the parties, are a part of the Information Technology Services Agreement (collectively, the “Agreement”) between Bank of Marin of Novato, CA (“Client”) and Fidelity Information Services, LLC (together with its subsidiaries and Affiliates, “FIS”). The pricing attachment(s) related to each Addendum are incorporated into and made a part of such Addendum. “Affiliate” means, with respect to a party, any entity which directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with such party.

Upon the request of either party, the Commencement Date may be rescheduled to a new date that is mutually agreed upon in writing by both parties. If commencement of a Service is delayed for more than ninety (90) days after the Effective Date or the commencement date agreed upon by the parties, and such delay is not due to the acts or omissions of FIS, such as FIS's failure to meet its obligations under the Agreement, then FIS may suspend delivery of the applicable Service and Client shall pay the one-time fees, if any, and begin paying the monthly minimum fees, if any, related thereto. The parties shall use commercially reasonable efforts to mutually agree upon a new date to commence the Service as soon as commercially practicable.

2.1.3 Either party may postpone implementation of a Service, without penalty, if the other party fails to timely provide required information. In addition, FIS may postpone implementation of a Service if a circumstance arises that FIS reasonably believes may jeopardize the timely processing of transactions for other clients of FIS, and further, Client may request postponement of implementation of a Service if Client is actively in the process of acquiring a bank. Upon FIS's receipt of such request, the parties will review the implementation(s) underway and the acquisition timeline and mutually agree to delay such implementation(s), without penalty, as necessary.

2.2 Exclusivity. Except as provided otherwise in an Addendum, Client agrees that FIS shall be Client's sole and exclusive provider of each Service. If Client or any Affiliate of Client acquires any entity or accounts (collectively, “Acquired Accounts”) that require a service that is substantially similar to a Service provided under an Addendum ("Similar Service"), such Accounts shall become subject to the terms of the applicable Addendum in accordance with the following:

(i) If FIS is already providing the Similar Service for the Acquired Accounts on the same core processing system, then it shall continue to do so pursuant to its then-current term thereof and upon expiration of such pre-existing service agreement, the Acquired Accounts shall be processed in accordance with the terms of the applicable Addendum hereunder. If, however, FIS is providing the Similar Services for the Acquired Accounts on the same core processing system, then upon Client's written request, the pre-existing service agreement shall be terminated and Acquired Accounts shall be processed in accordance with the terms of the applicable Addendum hereunder within the later to occur of (i) sixty (60) days of the FIS's receipt of Client's written request or (ii) the completion of Client's acquisition. If the applicable fees for the services are greater than those under this Agreement, Client shall pay an early termination fee equal to the difference times the number of months remaining in the then-current term of the pre-existing services agreement. For example, as an illustration of how the early termination fee would be calculated under the preceding sentence, if Client purchases Bank A, which is on the same core processing system as Client, and Bank A has a core processing services invoice for fees in the amount of [**CONFIDENTIAL**], while Client has a core processing services invoice for fees in the amount of [**CONFIDENTIAL**] for Similar Services, then the early termination fee would be equal to the difference of [**CONFIDENTIAL**] multiplied by the number of months remaining in the then-current term of Bank A's pre-existing services agreement.

2.3.1 If Client pays all applicable fees when due, FIS shall provide (i) Client and Client's customers (“Customers”) with access to and use of the Service and Software in accordance with these General Terms, the applicable Addenda, and FIS's then current standard user operating instructions and requirements made available to Client from time to time (“Specifications”), and (ii) Client with standard reporting, if any, associated with use of the Service or Software. FIS shall perform the Service and provide Software in compliance with all Laws applicable to FIS as a third party provider of that Service. “Law” means any law, rule or regulation, and guidelines issued by a regulatory body thereunder for which compliance by the party to whom it applies is required, ordinance, code, or order to which a party may be subject or under which a party may exercise rights. FIS represents and warrants that the Services will be provided in accordance with these General Terms, the applicable Addenda, and the Specifications.

2.3.2 FIS shall perform an on-going review of federal Laws applicable to the provision of the Services and Software. FIS shall at its expense maintain the features and functions for the Services and Software in accordance with all federal Laws applicable to such features and functions, including new or amended federal Laws (as applicable and necessary to support compliance obligations), in a non-custom environment. In addition, FIS shall, at Client's request, work with Client in developing and implementing a suitable and commercially reasonable procedure or direction to enable Client to comply with state and local Laws applicable to the Services and Software being provided to Client, and, to the extent commercially possible, modify the manner in which FIS provides the Service prior to the regulatory deadline for such compliance. Any modification in a Service or Software necessitated by such a change in state or local Laws shall be paid for by Client, provided, however, that FIS will use commercially reasonable efforts to prorate the costs related to such modification among other participating clients to the extent practicable.

2.4.1 Client shall: (i) provide Customer information to FIS in accordance with the Specifications; (ii) except to the extent due to FIS's material breach of the Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions; (iii) use each Service in accordance with the Specifications; (iv) timely deliver any Data (defined below) or other information necessary for the provision of the Service in an electronic form and format approved by FIS; (v) be solely responsible for timely procuring any information or cooperation required from its Customers and suppliers or other third party in order to commence the Service; (vi) have sole responsibility for verifying the accuracy, completeness or authenticity of any Data furnished by Client or a third party; (vii) be solely responsible for training its employees and representatives to comply with all Laws applicable to Client and the procedures set forth in the Specifications or any manual or other literature provided to Client by FIS; (viii) comply with all Laws applicable to Client's business and its use of a Service, including but not limited to those Laws relating to usury, truth-in-lending, fair credit reporting, equal credit opportunity, automated clearing house transfers, networks associations, electronic funds transfer, privacy and direct marketing, regardless of whether Client uses any forms or other Materials supplied by FIS; and (ix) be responsible for providing FIS with notice of any changes in state or local Law that impact Client's use of the Service.

FIS shall implement the processing parameter settings, features and options (collectively, the “Parameters”) within FIS's Services and systems that shall apply to Client, subject to the change request process in place between FIS and Client to establish requirements, development arrangements and deployment timelines. Client shall be responsible for determining that such selections are consistent with the Legal Requirements and with the terms and conditions of any agreements between Client and its Customers. In making such determinations, Client may rely upon the written descriptions of such Parameters contained in the Specifications. FIS shall perform the Services in accordance with the Parameters.

2.4.3 If a Service contemplates that FIS will be clearing or settling transactions and/or processing payments, then FIS, in its sole discretion, may require Client to establish and maintain a clearing or settlement account (“Settlement Account”) with a minimum balance determined by FIS in its reasonable discretion based upon the circumstances. Client shall maintain sufficient funds in the Settlement Account to cover any amounts required to facilitate the orderly processing and settlement of transactions, and is solely responsible for properly applying all credits and debits made to the Settlement Account. In the event of any change to the Settlement Account so established by Client, Client shall promptly notify FIS in writing of such change, but no later than within three (3) business days of the change taking place.

2.5.1 Client shall be solely responsible for the transmission of any information, data, records or documents (collectively, “Data”) necessary for FIS to perform a Service at Client's expense, and shall bear any risk of loss resulting from that transmission until FIS confirms receipt. FIS shall bear the risk of loss resulting from Data transmitted to Client until Client confirms receipt. If Client directs FIS to disclose Data to a third party, Client shall provide FIS with written authorization to do so and bear any risk of loss or liability associated with that disclosure. In addition, FIS shall be held harmless from any claim resulting from the third party's use of that Data, and may, in its discretion, require the third party to enter into a written agreement with FIS governing disclosure of that Data.

2.5.2 FIS shall not be responsible for the accuracy, completeness or authenticity of any Data furnished by Client or a third party, and shall have no obligation to audit, check or verify that Data. If any Data submitted by Client or a third party to FIS is incorrect, incomplete or not in the required format, FIS may require Client to resubmit the Data or FIS may correct the Data and bill Client its then current rates for performing those corrections. FIS shall use commercially reasonable efforts to notify Client prior to Client incurring such expense.

2.5.3 Client shall maintain a copy of all Data submitted to FIS (whether directly or through a third party) to permit reconstruction if ever required. Client assumes all risk and expense associated with Data reconstruction, except for those expenses incurred as a direct consequence of FIS's negligence or breach of its obligations under the Agreement. If Data reconstruction is ever required, the parties shall mutually agree on a schedule for that reconstruction.

2.6 Disaster Recovery. In accordance with FFIEC business continuity guidelines, FIS has put in place a disaster recovery plan designed to minimize the risks associated with a disaster affecting FIS's ability to provide the Services under the Agreement. FIS's recovery time objective (RTO) under such plan is as set forth in the continuity program summary document made available to Client. FIS will maintain adequate backup procedures in order to recover Client's Data to the point of the last available good backup, with a recovery point objective (RPO) as set forth in the continuity program summary document made available to Client. FIS will test its disaster recovery plan annually. Upon request, FIS will provide a summary of its disaster recovery plan and test results, excluding any proprietary information or NPI. Client authorizes FIS to provide Client's Data to external suppliers in order to test and prepare for disaster recovery, as well as provide replacement services in the event of a disaster. Client is responsible for adopting a disaster recovery plan relating to disasters affecting Client's facilities and for securing business interruption insurance or other insurance necessary for Client's protection.

2.7 Changes to Services. FIS may change any features, functions, brand, third party provider, or attributes of a Service, or any element of its systems or processes, or Specifications, from time to time, provided that neither the functionality of nor any applicable fees and charges for such Service are materially adversely affected. For the avoidance of doubt, in the event any such change made by FIS, pursuant to the preceding sentence, has a material adverse impact on the functionality of or fees and cost for a Service, Client may elect to terminate the affected Service and Addendum pursuant to Section 16.1(i) of these General Terms, subject to the cure period thereunder, without invoking liquidated damages under Section 16.3. Client shall not rely on identification of specific brands associated with or names of third party providers of a Service as an obligation of FIS to use any particular brand or third party provider. If Client requests a change to a Service, the parties shall negotiate the terms for such change, which terms will be set forth in a mutually agreed upon statement of work (“SOW”).

2.8 Transition Assistance. Upon termination of the Agreement or an Addendum, FIS shall cooperate in the transition of the Services to Client or a replacement service provider and, if requested by Client, perform ancillary services for additional fees. However, no master files, transaction data, test data, record layouts or other similar information shall be provided by FIS until: (i) Client and, if applicable, the replacement service provider, have executed FIS's deconversion confidentiality agreement; (ii) Client has fully paid all outstanding amounts that are not the subject of a good faith dispute by Client pursuant to Section 7.5; (iii) Client has completely prepaid FIS's fees for deconversion assistance notwithstanding any good faith dispute by Client (in which case,

such amounts shall be prepaid and not withheld while the parties will conduct discussions pursuant to Section 7.5); and (iv) the parties mutually agree on a date for deconversion that is at least [**CONFIDENTIAL**] days following FIS's receipt of Client's notice of deconversion. If the [**CONFIDENTIAL**] day period ends between the third week of November and the third week of January, the time period for completing deconversion may be extended until the first week of February. In addition, upon termination of the Agreement, FIS may, at Client's request and expense, continue to provide the corresponding Service(s) until the deconversion is completed, provided the parties agree to such continuation in writing.

2.9 Problem Reporting and Resolution. Client shall timely report any problems encountered with the Service. FIS shall provide a toll-free telephone number for problem reporting. FIS shall promptly respond to each reported problem based on its severity, the impact on Client's operations and the effect on the Service. FIS shall use reasonable commercial efforts to either resolve each problem or provide Client with information to enable Client's personnel to resolve it. Through FIS's standard client support process, FIS will maintain a tracking log for problems reported by Client and a problem escalation process for such reported problems. FIS will notify Client as soon as commercially practical when FIS becomes aware of a platform or system problem that FIS reasonably believes will adversely impact the processing by FIS of Clients Data and/or transactions.

3.1 Client acknowledges that FIS is not the provider of any Third Party Service, and Client shall, if required by FIS, enter into a separate agreement for the Third Party Service directly with the applicable provider. FIS makes no warranties or representations of any kind regarding the correctness, accuracy, completeness, merchantability or fitness of any Third Party Service or any associated data, information or system. FIS will pass through to Client end-user warranties to the extent received by FIS from Third Party Service providers.

3.2 If a Third Party Service is terminated prior to the end of its term either (i) by Client or by FIS at Client's request, or (ii) as a result of Client's action or inaction, Client shall pay FIS, except in the event a breach of the Addendum or non-performance of the Service by FIS or the applicable third party, in addition to any other amounts owed, an amount equal to any termination costs and fees incurred or owing by FIS as a result of such termination. FIS shall not be required to refund Client any pre-paid amounts, except if and to the extent that FIS receives a refund of such amounts from the third party.

4. Use of Service, Software, and Third Party Service. Except as otherwise permitted in the Agreement or in writing by FIS, Client agrees to use a Service, Third Party Service and/or Software only for its own internal business purposes to service its U.S.-based accounts for its Customers and will not sell or otherwise provide, directly or indirectly, any of the Service, Third Party Service, Software or any portion thereof to any third party. Client agrees that FIS may use all suggestions for improvement and comments regarding the Service, Third Party Service, or Software that are furnished by Client to FIS in connection with the Agreement, without accounting or reservation. Except as otherwise may be set forth herein or in writing between the parties, Client shall be responsible for handling all Customer inquiries relating to a Service or Third Party Service. The term “Software” as used in these General Terms means, individually or collectively, any software and/or interfaces licensed to Client by FIS or its Affiliates pursuant to a Software License and Maintenance Addendum to the Agreement.

5. Materials. As a convenience, FIS may provide Client with sample forms, procedures, scripts, marketing materials or other similar information (collectively, “Materials”). Client shall have a license to use Materials, if any, solely in connection with its use of the Services, Software, or Deliverables during the term of the related Addendum and solely in a manner that is consistent with the Specifications. Client's license to use the Materials shall expire immediately upon termination of the Agreement or the related Addendum. Client is responsible for its use of Materials and bears sole liability for any such use.

6. Training. Except as may be provided otherwise in the applicable Addendum, FIS will provide its standard initial train-the-trainer training regarding the use and operation of the Service, Third Party Service or Software to Client by web-based training or in person at an FIS training location (in which case, travel would be at Client's expense) at FIS's then current rates and on a mutually agreed date and time. Following such initial training, Client is responsible for its trainer(s) training Client's employees on the use and operation of the Service, Third Party Service or Software. Additional training may be provided by FIS upon Client's request, including onsite training at Client's location, as mutually agreed to by the parties regarding topics, duration and fees and expenses.

7.1 Client shall pay all fees and charges set forth in the pricing attachment(s) to an Addendum. Any one-times fees set forth in the pricing attachment to an Addendum shall be paid as follows: (i) [**CONFIDENTIAL**] upon execution of the Agreement (or the applicable Amendment), and (ii) the remaining [**CONFIDENTIAL**] upon the applicable Commencement Date, unless provided otherwise in an Addendum or pricing attachment thereto. Recurring fees shall be paid beginning on the Commencement Date; provided, however that, notwithstanding anything to the contrary in Section 18.6 below, for any Service and/or Software in use by Client as of the Effective Date, Client shall continue to pay the recurring fees applicable to such Services and/or Software under Client's prior agreement with FIS for such Services and/or Software up to the Commencement Date. All third party fees and

charges outside of FIS's control, and any adjustments thereto from time to time, including, without limitation, postage, supplies, courier, data transmission, and telecommunications expenses, will be passed through to client at FIS's cost for such items. Beginning on January 1, 2014 and thereafter during the term, FIS may increase the recurring fees by an amount not exceeding, in aggregate effect, [**CONFIDENTIAL**] or the ECI (as defined below), whichever is less, but not more than once annually. These adjustments will be effective upon FIS's notification thereof to Client. Fees, costs and expenses owed by Client are exclusive of charges for materials, work, hardware, software or travel not otherwise detailed in an Addendum, SOW, or pricing attachment. If travel by FIS is required in connection with providing the Services or Deliverables hereunder, FIS will seek Client's approval prior to undertaking such travel, which will include providing Client with an estimate of the fees and charges related thereto. “ECI” means the percentage change in the U.S. Employment Cost Index - Civilian: All Workers total compensation, calculated by averaging the annual percentage change reported for the four fiscal quarters immediately preceding each anniversary of the Effective Date, as published by the U.S. Bureau of Labor Statistics (www.bls.gov).

7.2 Client agrees that the ACH account information specified by Client in the Agreement (“FIS Payment Account”) may be utilized by FIS for ACH debits to settle: (i) any fees, charges or other amounts owed to FIS by Client; (ii) third party fees, charges, fines, or assessments (including, but not limited to, interchange fees or other payment system or network fees or charges); and (iii) any payments or deposits received from or on behalf of Client. Client shall maintain sufficient funds in the FIS Payment Account to cover any amounts owed to FIS, and is solely responsible for properly applying all credits and debits made to the FIS Payment Account by FIS. Client shall notify FIS in writing of any change in FIS Payment Account information within three (3) business days of occurrence. In the event FIS does not collect amounts owed from the FIS Payment Account, Client must pay such amounts within thirty (30) days of the invoice being delivered or made available to Client. For any amount not paid within such thirty day period, Client shall pay a late fee equal to [**CONFIDENTIAL**] for each day past the thirty (30) day payment period. Any disputed amount under Section 7.5 below will not be subject to a late fee.

7.3 Any over-billing or under-billing of amounts due hereunder shall only be corrected within the six (6) month period that follows the occurrence thereof, with the exception of any third party pass-through fees and charges, including, but not limited to, payment network fees and charges. If Client was over-billed, FIS will correct the error in the form of a credit to Client on the next invoice. If Client was under-billed, FIS will add the under-billed amount to a future invoice. FIS may utilize any amounts owed to Client under the Agreement to pay or reimburse FIS for amounts owed by Client.

7.4 All charges and fees to be paid by Client under the Agreement are exclusive of any applicable withholding, sales, use, excise, value added or other taxes. Any such taxes for which FIS is legally or contractually responsible to collect from Client shall be billed by FIS and paid by Client. Client agrees to reimburse or indemnify FIS for any taxes, penalties and interest assessed by any taxing authority arising out of the Agreement. FIS shall pay and hold Client harmless for any taxes on FIS property, income or payroll. Client agrees to hold FIS harmless for any sales, use, excise, value added or other taxes assessed by a taxing authority arising out of the Agreement. In the event of any assessment by a taxing authority, both parties agree to cooperate with each other to resolve issues in order to minimize such assessment.

7.5 Disputed Amounts. If Client disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good-faith discussions between the parties, Client shall pay the amounts due under this Agreement minus the disputed amount (with the exception of amounts due pursuant to Section 2.8(iii)), and the parties shall diligently proceed to resolve such disputed amount. If, however, the parties are unable, after using commercially reasonable efforts to do so, to resolve the disputed amount, the dispute may be resolved in accordance with the process set forth in Section 18.2 of these General Terms. An amount will be considered disputed in good faith if: (i) Client delivers a written statement to FIS, on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Client, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Client that are not in dispute have been paid in accordance with the terms of this Agreement. Client's right to assert claims under this Agreement shall be subject to Client's payment in full of previously invoiced, past due amounts that have not been disputed in accordance with this Section 7.5.

8.1 Client is not acquiring a copyright, patent or other intellectual property right in any Service, Third Party Service, Software, Deliverable, Specifications or Materials, or in any data, modifications, customizations, enhancements, changes or work product related thereto. “Deliverable” means any work product or other item (whether tangible or intangible) created by FIS or provided by FIS to Client pursuant to the Services, Third Party Services, or Software, and which may be described more particularly in an Addendum, SOW, or other document signed by the parties.

9.1.1 Each party shall treat information received from the other that is designated as “confidential” at or prior to disclosure ("Confidential Information") as strictly confidential. FIS designates the Services, Third Party Services, Software, Deliverables, Specifications and the terms of the Agreement, and all information related to the foregoing, as it's Confidential Information. Client designates Customer information that qualifies as “Non-public Personal Information” under the Gramm-Leach-Bliley Act of 1999 or its state law equivalents (“NPI”) ) as its Confidential Information.

9.1.2 Each party shall: (i) restrict disclosure of the other party's Confidential Information to employees, agents and Affiliates solely on a "need to know" basis in accordance with the Agreement; provided, however, that FIS may use, disclose, and archive Data including, without limitation, Client's Confidential Information, provided that FIS shall first aggregate all such Data and remove any NPI prior to any disclosure to third-parties not bound by the confidentiality provisions of the Agreement; (ii) advise its employees and agents of their confidentiality obligations; (iii) require agents to protect and restrict the use of the other party's Confidential Information; (iv) use the same degree of care to protect the other party's Confidential Information as it uses to safeguard its own Confidential Information of similar importance, but in no event less than a reasonable degree of care; (v) establish procedural, physical and electronic safeguards, designed to meet the objectives of the FFIEC Interagency Guidelines, to prevent the compromise or unauthorized disclosure of Confidential Information. Client shall notify FIS of any breach of FIS' Confidential Information as soon as possible following determination of such breach. FIS shall notify Client of any breach of NPI as soon as possible following determination of such breach, and shall comply with all federal and state laws regarding NPI that are applicable to it as a third party processor.

9.1.3 Confidential Information shall remain the property of the party from or through whom it was provided. Except for NPI, neither party shall be obligated to preserve the confidentiality of any information that: (i) was previously known; (ii) is a matter of public knowledge; (iii) was or is independently developed; (iv) is released for disclosure with written consent; or (v) is received from a third party to whom it was disclosed without restriction. Disclosure of Confidential Information shall be permitted if it is: (a) required by law; (b) in connection with the tax treatment or tax structure of the Agreement; or (c) in response to a valid order of a U.S. court or other governmental body, provided the owner receives written notice and is afforded a reasonable opportunity to obtain a protective order. Upon termination of an Addendum, each party shall, except as otherwise set forth in Section 9.2(i) above, destroy the other party's Confidential Information relating to that Addendum in a manner designed to preserve its confidentiality, or, at the other party's written request and expense, return it to the disclosing party. Upon termination of the Agreement, each party shall destroy any remaining Confidential Information of the other party in the same manner or, if so requested, return it to the disclosing party at its expense.

9.1.4 Client shall not file the Agreement (including any Addendum, schedule, supplement or attachment), or any future amendment or supplement hereto, with the US. Securities and Exchange Commission (the "SEC") unless such filing is required under Item 601 of Regulation S-K. In the event that Client determines that the Agreement (or amendment or supplement) must be filed with the SEC under Regulation S-K, Client shall take all actions necessary to obtain confidential treatment of all Addenda, schedules, supplements and attachments (including all pricing attachments) and to the extent possible, the Agreement, in accordance with Rule 406 under the Securities Act of 1933. Specifically, and without limitation, Client shall omit all Addenda, schedules, supplements and attachments (including all pricing attachments) from the material filed with the SEC and, in lieu thereof, shall indicate in the material filed that the Confidential Information has been so omitted and filed separately with the SEC. Client shall file all Addenda, schedules, supplements and attachments (including all pricing attachments) so as to maintain the confidentiality of the documents, and shall file an application making an objection to the disclosure of these materials. If the SEC denies the application, Client will seek review of the decision under Rule 431.

9.2 Information Security. In the event that there has been an unauthorized disclosure of critical, sensitive or confidential Client Data (as defined below) by FIS or a security breach (as such term is defined by applicable state security breach notification laws and/or federal law) in FIS's security, which impacts Client Data, FIS shall notify Client of such unauthorized disclosure or security breach as soon as reasonably practicable after the disclosure or breach, but in no event later than within [**CONFIDENTIAL**] business days of FIS's making a determination that there has been such a disclosure or breach. Client acknowledges that FIS will be cooperating and assisting with law enforcement and other state or federal regulator(s) in the investigation of a security breach or unauthorized disclosure, including providing information necessary to facilitate such investigation. For purposes of this Section 9.2, “Client Data" means all data and information submitted to FIS by Client, or received by FIS on behalf of Client, in connection with FIS's provision of a Service.

FIS) against FIS, and shall indemnify and hold harmless FIS from and against any damages, costs, and expenses of such third party awarded against FIS by a final court judgment or an agreement settling such Claims in accordance with this Section 10.1. As used in this Section 10.1, the term “Claim” means any action, litigation, or claim by a third party alleging or based on: (i) any personal injury or property damage caused by Client's gross negligence or willful misconduct in connection with this Agreement; (ii) Client's misuse of a Service, Materials, Third Party Service, Software, Specifications or Deliverables; (iii) inaccurate or incomplete Data provided by or on behalf of Client; (iv) Client's use of a Service, Third Party Service, Software and/or Deliverable with computer programs or services owned, licensed or provided by someone other than FIS; (v) Client's failure to comply with Laws; (vi) Client's failure to comply with the terms of any Third Party Service agreement; (vii) any claim of libel, violation of privacy rights, unfair competition or infringement of patents, trademarks, copyrights or other intellectual property caused by Client or a Customer; (viii) any circumstance, event or activity set forth in any of the Subsections 10.2 (a) - (e); or (ix) any Customer claim, action or suit, except to the extent attributed to the action or inaction of FIS (as provided in Section 10.3(iv) below).

10.2 FIS shall defend Client and its officers, employees, directors, agents and shareholders, in their individual capacities or otherwise, from and against any and all Claims (as defined in this Section 10.2) asserted by a third party (other than an Affiliate of Client) against Client, and shall indemnify and hold harmless Client from and against any damages, costs, and expenses of such third party awarded against Client by a final court judgment or an agreement settling such Claims in accordance with this Section 10.2. As used in this Section 10.2, the term “Claim” means any action, litigation, or claim by a third party alleging (i) personal injury or property damage caused by FIS's gross negligence or willful misconduct in connection with this Agreement; (ii) FIS's failure to comply with all federal laws, rules and regulations applicable to FIS as a provider of a Service; or (iii) that a Service, Software, or Deliverable infringes an effective U.S. Patent or a registered trademark or copyright; provided, however, that FIS shall not be liable for (and Client shall indemnify FIS against) any infringement or alleged infringement that results, in whole or in part, from: (a) use of a Service, Software or Deliverable in a manner or for a purpose not specifically described in the Agreement (including the Addenda) or Specifications; (b) use of a Service, Software or Deliverable in combination with computer programs, processes, hardware, software, data, systems, or services owned, licensed or provided by someone other than FIS; (c) Client's products or services; (d) modification, change, amendment, customization, or adaptation of any Service, Software, or Deliverable not made wholly by FIS; or (e) Client's failure to implement corrections or changes provided by FIS. If a claim of infringement has been asserted, or in FIS's opinion is about or likely to be asserted, FIS may, at its option either: (1) procure for Client the right to continue using the Service, Software or Deliverable; (2) replace or modify the Service, Software, or Deliverable so that it becomes non-infringing; (3) terminate the applicable Addendum or SOW and refund all pre-paid fees covering future use of the Service, Software or Deliverable; or (4) defend the action on Client's behalf and pay any associated costs or damages.

10.3 The obligation to indemnify under this Section 10 is contingent upon: (i) the indemnified party's promptly notifying the indemnifying party in writing of any Claim subject to such indemnity obligation; (ii) the indemnifying party's having sole control over the defense and settlement of the Claim; (iii) the indemnified party's reasonably cooperating during defense and settlement efforts; (iv) the Claim(s) not arising, in whole or in part, out of the action or inaction of the indemnified party; and (v) the indemnified party's not making any admission, concession, consent judgment, default judgment or settlement of the Claim or any part thereof.

11.1 Limitation of Liability. EXCEPT WITH RESPECT TO FIS's WILLFUL MISCONDUCT, FIS'S TOTAL LIABILITY FOR A SERVICE IS LIMITED IN ALL CASES AND IN THE AGGREGATE TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT FOR THE CORRESPONDING SERVICE DURING THE [**CONFIDENTIAL**] PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE FIRST CLAIM. NOTWITHSTANDING THE FOREGOING, FIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, DELAY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS), EVEN IF FIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11.2 Disclaimer of Liability for Certain Losses. Notwithstanding anything to the contrary contained in Section 11.1 above, under no circumstances shall FIS be liable for any losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, delays, costs or expenses, including reasonable attorney's fees (collectively, "Losses”) caused, directly or indirectly, in whole or in part, by: (i) Client; (ii) a third party, other than FIS's authorized agents; (iii) use of attachments, features, or devices not authorized by the Specifications; (iv) improper or inadequate conditions at a non-FIS site; (v) improper or incomplete installation not caused by FIS or its authorized agents; (vi) equipment changes, reconfigurations, upgrades or relocations performed by one other than FIS or its authorized agents; (vii) abuse, misuse, alteration or use that is inconsistent with the terms of the Agreement or Specifications; (viii) incorrect or incomplete Data supplied by Client or its agents; (ix) software, hardware or systems not supplied by FIS; (x) a Force Majeure Event which by the exercise of commercially reasonable diligence FIS is unable to prevent; or (xi) a failure that is not directly attributable to FIS or under FIS's direct control. In the event of any error by FIS in processing any Data or preparing any report or file hereunder (hereinafter, “Output”), FIS's sole obligation shall be to correct the error by reprocessing the affected Data or preparing and issuing a new file or report at no additional cost to Client; provided, however, FIS's obligation herein is contingent upon Client notifying FIS of the error within (a) [**CONFIDENTIAL**] business days or [**CONFIDENTIAL**] processing cycles of Client's receipt of Output on a daily basis, or (b) within [**CONFIDENTIAL**] business days or [**CONFIDENTIAL**] processing cycles of Client's receipt of any other Output, including Output on a monthly basis.

GENERAL TERMS, THE ADDENDA, ATTACHMENTS AND STATEMENTS OF WORK HERETO), FIS DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, THIRD PARTY SERVICES, SOFTWARE, DELIVERABLES, EQUIPMENT, AND MATERIALS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, OR ERROR FREE OPERATION (EVEN IF CREATED BY THE INTERNATIONAL SALE OF GOODS CONVENTION, AND WHETHER OR NOT FIS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, FIS DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CLIENT WITH RESPECT TO THE SERVICES, THIRD PARTY SERVICES, SOFTWARE, DELIVERABLES, EQUIPMENT, AND MATERIALS PROVIDED UNDER THIS AGREEMENT.

12.1 Upon at least five (5) business days prior written notice, FIS, its representatives and/or vendors may visit Client's facilities, during normal business hours, for the purpose of: (i) inspecting the location and use of Software, Deliverables and any third party software; and (ii) auditing, monitoring and ensuring compliance with the terms of the Agreement. In addition, each party shall have the right, upon reasonable prior written notice (and no more than once each year), to visit the other party's facilities during normal business hours for the purpose of determining the adequacy of procedures for complying with its obligations relating to Confidential Information under the Agreement.

12.2 Notice for any audit must specify the scope of the information sought and the purpose of the audit. All audits must be reasonable in scope and duration, and conducted at the expense of the auditing party. Client and its representatives may be required to sign FIS's nondisclosure and confidentiality agreement in advance of performing any audit. FIS shall have the right to receive and comment on any report prepared by or on behalf of Client prior to that report being published or disseminated, which publication or dissemination shall be done only pursuant to the confidentiality provisions of this Agreement.

13. Use of Names and Trademarks. FIS may use Client's name and logo: (i) in a general listing of users of its products and services; and (ii) as reasonably necessary to perform any Services. Other than the foregoing: (a) neither party shall use the other party's logos, trademarks or stock exchange ticker symbol unless pre-approved in writing; and (b) the parties shall consult with each other in preparing any press release or other similar communication that mentions or implies a relationship between them.

14. Relationship. FIS is an independent contractor. Neither FIS nor any of its representatives are an employee, partner or joint venturer of Client. FIS has the sole obligation to supervise, manage and direct the performance of its obligations under the Agreement. FIS reserves the right to determine who will be assigned to perform its obligations, and to make replacements or reassignments as it deems appropriate. Each party shall be solely responsible for payment of compensation to its respective personnel, and assumes full responsibility for payment of all federal, state, local and foreign taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such personnel. Except as expressly stated in the Agreement, neither party shall be an agent of the other, nor have any authority to represent the other in any matter. To the extent that FIS engages a subcontractor, FIS shall remain solely responsible for the performance of the subcontracted work. Client shall have no recourse, and shall assert no claim, against any subcontractor of FIS.

15. Insurance. FIS shall maintain the following minimum insurance coverage and limits: (i) statutory workers' compensation in accordance with all Federal, state, and local requirements; (ii) employer's liability insurance with limits of coverage of $1,000,000 (a) per accident, bodily injury (including death) by accident, (b) per bodily injury (including death) by disease, and (c) per employee for bodily injury (including death) by disease as required by the state in which the Services are performed; (iii) commercial general liability with an aggregate of $2,000,000, and $1,000,000 per occurrence for bodily injury, property damage and personal injury; (iv) automobile liability insurance, including FIS-owned, leased, and non-owned vehicles with a single limit of $1,000,000; (v) property insurance, covering the hardware and other equipment used by FIS to provide the Services; (vi) professional and technology errors and omissions, including network security and privacy liability coverage, with limits of $5,000,000 per claim; (vii) umbrella (excess) liability insurance for the above-referenced commercial general liability and employer's liability coverage in the amount of $5,000,000 per occurrence; and (viii) crime insurance, with coverage extended to include property of Client in the care, custody, or control of FIS, or for which FIS is legally liable, with limits of $5,000,000 per claim.

16.1 Termination. In addition to any other remedies, either party may terminate the Agreement or an Addendum on thirty (30) days advance written notice if the other party: (i) fails to cure a material breach of the terms of this Agreement (including a failure to comply with the Specifications) within thirty (30) days of receiving written notice to do so; (ii) is the subject of a dissolution, reorganization, insolvency or bankruptcy action that is not dismissed within forty-five (45) days of being filed; (iii) suffers the appointment of a receiver, conservator or trustee; (iv) commits any act related to the Service with the intent to defraud the other party; or (v) discontinues performance under the Agreement because of a binding order of a court or regulatory body. Either party may also terminate a Service or Software on thirty (30) days advance written notice if the other party fails to cure a material breach related to such Service or Software within thirty (30) days of receiving written notice to do so. If a breach cannot reasonably be cured within thirty (30) days (as set forth in Section 16.1(i) above), the non-breaching party may not terminate the Service or Software so long as the breaching party promptly commences work and completes correction within ninety (90) days of receiving written notice of the breach. Notwithstanding the foregoing, FIS may terminate the Agreement or an Addendum if Client (a) fails to maintain required balances in the Settlement Account associated with a Service, and fails to remedy that deficiency within forty-eight (48) hours of FIS requesting it to do so, (b) fails to cure any material violation of applicable Law within thirty (30) days of FIS requesting it to do so, or (c) sells, transfers or assigns all or substantially all of its Service-related accounts to a third party that does not agree in writing with FIS to be bound by the terms of the Agreement.

16.2 In addition to the termination rights set forth above, FIS may terminate a Service, in whole or in part, without penalty, if FIS's agreement to use any third-party software or service upon which the Service relies expires or is terminated; provided, however, that prior to any such termination, FIS shall use commercially reasonable efforts to either (i) extend the applicable expiration or termination date so that its provision of the Service hereunder is not interrupted; (ii) procure a third-party software or service similar to the expired or terminated software or service in order to continue to deliver the Service without interruption and without reduction in quality or increase in cost to Client; or (iii) develop another workaround that allows Client to continue to receive the Service without interruption and without reduction in quality or increase in cost. For the avoidance of doubt, in the event any such workaround developed by FIS pursuant to subsection (iii) has a material adverse impact on the quality of or fees and cost for the applicable Service, Client may elect to terminate such Service pursuant to Section 16.1(i) of these General Terms, subject to the cure period thereunder, without invoking liquidated damages under Section 16.3.

16.3 Liquidated Damages. If a Service is terminated by FIS for Client's uncured (if a cure period if applies) breach or prior to the end of its term pursuant to the terms of Section 16.1 above or as otherwise specifically provided in an Addendum, or if Client terminates a Service prior to the end of its term except as otherwise permitted hereunder, then Client shall pay FIS, in addition to any other amounts owed, liquidated damages equal to: (i) the greater of (a) [**CONFIDENTIAL**] of the average monthly fees incurred for each such Service during the preceding six (6) months (or, during such shorter period if the Service has been in production for less than six (6) months), (b) any minimum fees due for each such Service, or (c) the estimated monthly charge for the Service (as set forth in the applicable pricing attachment), in each case multiplied by the number of months remaining in the then current period applicable to the Service; (ii) any out of pocket expenses directly incurred by FIS as a consequence of the termination; (iii) any credits or incentives given to Client by FIS on or before the Commencement Date of a Service; plus (iv) any unpaid one-time fees relating to each terminated Service. Client shall not be entitled to a refund of any pre-paid amounts. If termination of the obligation to provide such Service occurs prior to the Commencement Date of any such Services, then the amount due under subsection (i) above will be calculated using the minimum monthly amount due for each such Service, if any, or the estimated monthly charge (as set forth in the pricing attachment). For the avoidance of doubt, any Service that is specifically designated as a non-exclusive service in the applicable Addendum will not be subject to liquidated damages.

16.4 FIS received a letter from the FDIC dated February 28, 2012 that detailed certain Matters Requiring Attention (the “MRAs”). FIS developed an action plan to address and remedy the MRAs, and the FDIC reviewed FIS's action plan to confirm that the plan will address and resolve the MRAs. FIS has committed to preparing a quarterly update on its efforts to address the MRAs, and will use reasonable commercial efforts to provide the update to Client (directly or via the FIS Client Portal) on or before the 15th day of the following month. The FDIC may have follow-up comments on the MRAs and, FIS will implement other appropriate corrective actions, as applicable, in accordance with the FDIC's recommendations. If (i) FIS does not create an action plan to address the FDIC's follow-up comments on the MRAs within 60 days after receiving written notice of the FDIC's follow-up comments, and does not cure any failure to deliver an adequate action plan within 45 days following written notice of a deficiency from the FDIC, or (ii) FIS's rating under the Uniform Rating System for Information Technology (URSIT) is downgraded to “4” or “5”, then FIS will promptly notify of such failure or downgrade and Client may (but shall not be required to) terminate the contract without payment of Liquidated Damages or standard and customary conversion fees

17.2 Neither Client nor any of its directors, officers, agents, employees or other persons associated with or acting on its behalf: (i) have received or will receive any unlawful contribution, gift, entertainment or other payment from FIS; (ii) is a governmental entity; or (iii) is in violation of, or will violate any applicable anti-corruption or anti-bribery laws, rules or regulations. FIS shall have an irrevocable right to immediately terminate the Agreement or any other relationship with Client if this subsection is breached.

18.1 Neither party may assign, subrogate or transfer any interest, obligation or right arising out of the Agreement, including an assignment by way of a dissolution, consolidation, merger, transfer, reorganization or sale of all or a majority of the assets or stock of a party, without prior written consent from the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement, without the prior written consent of the other party, but with prior notice to the other party, to an Affiliate, provided however: (i) such party's parent company remains the controlling entity of the assignee; (ii) there is no change of control of assignee's parent company from that as exists as the parent company of such party as of the Effective Date of this Agreement; (iii) such assignment does not materially and substantially increase or decrease the scope of this Agreement; and (iv) with respect to an assignment by Client, assignee is not [**CONFIDENTIAL**]. For purposes of this Section, a [**CONFIDENTIAL**]. The terms of the Agreement shall be binding upon and inure to the benefit of permitted successors and assigns.

18.2 The Agreement shall be governed by the laws of the state of New York, without regard to internal principles relating to conflict of laws. Any dispute, difference, controversy or claim arising out of or relating to the Agreement shall be settled by binding arbitration before a single arbitrator in [**CONFIDENTIAL**] in accordance with the Commercial Arbitration Rules (including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association. Judgment on any resulting award may be entered into by any court having jurisdiction over the parties or their respective property. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement, and shall not have the power to award damages other than those described in the Agreement. The prevailing party in any dispute arising out of the Agreement shall be entitled to, and the arbitrator shall have jurisdiction to award, the recovery of reasonable attorneys' fees, costs and expenses.

18.4 FIS shall not be liable for any loss, damage or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God or other failures, interruptions or errors not directly caused by FIS (“Force Majeure Event”). If a Force Majeure Event should cause a delay in either party's performance of its material obligations under the Agreement of more than [**CONFIDENTIAL**] consecutive days, this Agreement may be terminated by either party upon prior written notice to the other party without incurring a termination penalty (including under Section 16.3).

18.6 The Agreement (including these General Terms, all Addenda, and the pricing attachments) together with any attachments thereto, constitute the entire agreement and understanding of the parties with respect to its subject matter. All prior agreements, understandings and representations between FIS and its Affiliates and Client regarding the same or similar services as those addressed hereby, including the Technology Outsourcing Agreement dated November 1, 2008 between Metavante Corporation (an Affiliate of FIS) and Client, as amended, and the Information Technology Services Agreement dated September 1, 2010 between FIS (f/k/a Fidelity Information Services, Inc.) and Client, as amended and supplemented, are superseded by and replaced with this Agreement in their entirety.

18.8 No waiver of any provisions of the Agreement and no consent to any default under the Agreement shall be effective unless in writing and signed by the party against whom such waiver or consent is claimed. No course of dealing or failure to strictly enforce any provision of the Agreement shall be construed as a waiver of such provision for any party's rights. Waiver by a party of any default by the other party shall not be deemed a waiver of any other default.

illegal, void, or unenforceable by reason of any law, rule or regulation, administrative order, judicial decision, or public policy, such provision(s) shall not affect any other provision of the Agreement, and the Agreement shall be interpreted and construed as if the invalid, illegal, void, or unenforceable provision had not been included to the extent necessary to bring the Agreement within the requirements of such law, rule or regulation, administrative order, judicial decision, or public policy. In addition, in such event, the parties agree to negotiate in good faith to modify the Agreement to carry out the parties' original intent as closely as possible and to the extent lawful. This Agreement shall not be construed more strongly against either party, regardless of who is more responsible for its preparation. The headings that appear in these General Terms are inserted for convenience only and do not limit or extend its scope.



Bank of Marin		FIDELITY INFORMATION SERVICES, LLC
		On behalf of itself and the subsidiaries and affiliates specified in any Addenda hereto
/S/ RUSSELL A. COLOMBO
Signature RUSSELL A. COLOMBO		Signature
Name (printed) PRESIDENT AND CHIEF EXECUTIVE OFFICER		Name (printed)
Title JULY 11, 2012		Title
Date Signed		Date Signed
FIS Payment Account Number
Transit and Routing Number of FIS Payment Account




CONFIDENTIAL TREATMENT REQUESTED
Portions of this exhibit indicated by “[CONFIDENTIAL]” or otherwise clearly marked have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.


1.	General Terms and Addenda. The Agreement is comprised of the attached General Terms and Conditions (“General Terms”), the Addenda listed below (each an “Addendum”), and any schedules, exhibits, and pricing attachments attached thereto:


3.	Term. The Agreement shall remain in effect until the date on which FIS is no longer obligated to


4.	Additional Service. Additional Services or Software may be added from time to time by amending this Agreement, including agreeing to additional Addenda, in accordance with the General Terms.


(1)	CARD PERSONALIZATION AND FULFILLMENT SERVICES ADDENDUM


(2)	CASH EXPRESS SERVICES ADDENDUM


(3)	CASH MANAGER SERVICES ADDENDUM


(4)	CHEXSYSTEMS® SERVICES ADDENDUM