The Texas Independent Banker - May/June 2017 - 14

9

10

11
12
13
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Terms relating to any use of bank premises, equipment, or
employees
* access and security issues
Permissibility/prohibition of the third party to subcontract or
use another party to meet its obligations with respect to the
contract, and any notice/approval requirements
* assignability
* non-compete
* due diligence on prime contractor
* approval of any subcontractors
Authorization for the institution to monitor and periodically
review the third party for compliance with its agreement
* right to receive audit materials
* right to financial information
Indemnification
Licenses/bonds
Patent/IP ownership-representations and warranties
plus indemnity
Additional areas that should be addressed in the contract
that don't fit within the FDIC "framework" include the following:
* Choice of Law - a term of a contract in which the parties
specify that any dispute arising under the contract shall

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be determined in accordance with the law of a particular
jurisdiction.
* Choice of Venue - determines where the legal proceedings will
be held in the event you (or the other party) must appeal to
the court system. In addition, the choice of venue clause will
often apply to where any arbitration or mediation proceedings
will be held.
* Arbitration or Mediation - both are referred to as a form of
alternative dispute resolution (ADR). In arbitration, one or
more arbitrators will make a binding decision on the dispute.
In mediation, a third-party mediator assists the parties to
negotiate a settlement agreeable to both parties.
This little exercise was not intended to make a compliance officer
an attorney, and it does not substitute for review of the contract
by a skilled attorney either. The goal was simply to provide items
that should be considered in every contract with a TSP.
If you would like a PDF of any of the resources mentioned in this
article, email me at kgoulart@ibat.org and I will be happy to send
you the material. Additionally, we have posted a featured resource
on IBAT.org that combines a vendor questionnaire with a contract
review checklist developed, once again, with the assistance of
Karen Neeley. Thanks, Karen!
■
Kelly Goulart, CRCM CAMS CIA, is IBAT's regulatory compliance
manager. Contact him at 512-275-2231 or kgoulart@ibat.org.

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The Texas IndependenT
Banker
1

May/June 2017

11/02/17 3:23 am


http://www.IBAT.org http://www.shazam.net/epic

Table of Contents for the Digital Edition of The Texas Independent Banker - May/June 2017

Up Front CHRISTOPHER L. WILLISTON, CAE
General Counsel’s Corner KAREN M. NEELEY
Services Spotlight JOE KIM KING
The Compliance Guy KELLY GOULART, CRCM CAMS CIA
News
Leadership Conference Preview
Gap Management: An Idea Whose Time Has Gone LESTER MURRAY
IBAT 2017 Regional Meeting Tour CHRISTOPHER L. WILLISTON VI, CAE
In an Uncertain World, Look for the Silver Lining MARK ROE
Farewell from Mae Beth
People
Calendars
New Members
Index of Advertisers
Communities
The Texas Independent Banker - May/June 2017 - cover1
The Texas Independent Banker - May/June 2017 - cover2
The Texas Independent Banker - May/June 2017 - 3
The Texas Independent Banker - May/June 2017 - 4
The Texas Independent Banker - May/June 2017 - 5
The Texas Independent Banker - May/June 2017 - Up Front CHRISTOPHER L. WILLISTON, CAE
The Texas Independent Banker - May/June 2017 - 7
The Texas Independent Banker - May/June 2017 - General Counsel’s Corner KAREN M. NEELEY
The Texas Independent Banker - May/June 2017 - 9
The Texas Independent Banker - May/June 2017 - Services Spotlight JOE KIM KING
The Texas Independent Banker - May/June 2017 - 11
The Texas Independent Banker - May/June 2017 - 12
The Texas Independent Banker - May/June 2017 - The Compliance Guy KELLY GOULART, CRCM CAMS CIA
The Texas Independent Banker - May/June 2017 - 14
The Texas Independent Banker - May/June 2017 - News
The Texas Independent Banker - May/June 2017 - Leadership Conference Preview
The Texas Independent Banker - May/June 2017 - 17
The Texas Independent Banker - May/June 2017 - 18
The Texas Independent Banker - May/June 2017 - Gap Management: An Idea Whose Time Has Gone LESTER MURRAY
The Texas Independent Banker - May/June 2017 - 20
The Texas Independent Banker - May/June 2017 - 21
The Texas Independent Banker - May/June 2017 - IBAT 2017 Regional Meeting Tour CHRISTOPHER L. WILLISTON VI, CAE
The Texas Independent Banker - May/June 2017 - 23
The Texas Independent Banker - May/June 2017 - 24
The Texas Independent Banker - May/June 2017 - 25
The Texas Independent Banker - May/June 2017 - In an Uncertain World, Look for the Silver Lining MARK ROE
The Texas Independent Banker - May/June 2017 - 27
The Texas Independent Banker - May/June 2017 - 28
The Texas Independent Banker - May/June 2017 - Farewell from Mae Beth
The Texas Independent Banker - May/June 2017 - People
The Texas Independent Banker - May/June 2017 - 31
The Texas Independent Banker - May/June 2017 - Calendars
The Texas Independent Banker - May/June 2017 - Index of Advertisers
The Texas Independent Banker - May/June 2017 - Communities
The Texas Independent Banker - May/June 2017 - cover3
The Texas Independent Banker - May/June 2017 - cover4
The Texas Independent Banker - May/June 2017 - 37
The Texas Independent Banker - May/June 2017 - 38
The Texas Independent Banker - May/June 2017 - 39
The Texas Independent Banker - May/June 2017 - 40
The Texas Independent Banker - May/June 2017 - 41
The Texas Independent Banker - May/June 2017 - 42
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