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Peoples Bank & Trust Co.

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Internet Banking Terms and Conditions

This agreement governs the use of the Internet banking services including Bill Pay offered by Peoples Bank (“Internet Banking”) and is made and entered into by and between Peoples Bank (“Bank”), also referred to as (“we”) and each person who signs Bank’s signature card for the account, or is referenced on the Bank’s records as an owner of the account (“Customer”) also referred to as (“you”). Each customer is jointly and severally liable for all transactions initiated through Internet Banking. You must read this Agreement before enrolling in our Internet Banking Services.

The terms and conditions of any deposit account agreement, rules, regulations, schedule, signature card, credit agreement, including any disclosures made pursuant to such agreements, or authority executed by or made available to Customer and any subsequent amendments to any of the foregoing, are incorporated herein by reference. However, if there is any conflict or inconsistency between the terms and conditions stated in the other agreements and those of this Agreement, the terms and conditions of the deposit account agreement shall control to the extent of such conflict or inconsistency.

Some of the transactions permitted under this Agreement are governed by the Electronic Fund Transfer Act and some terms and conditions included in the Agreement are required by this Act.

Definitions

“Account or Accounts” means your accounts at Peoples Bank & Trust Co.
“Banks Business Days” Bank’s business days are Monday through Friday. Federal holidays on which our offices are closed are not considered business days.
Electronic funds transfers - include deposits to, withdrawals from, or transfers between your accounts, which are not originated by check, draft, or similar paper instrument. Electronic transfers include those made through a computer. If we authorize your account (s) for electronic transfers through the Internet Banking Service, you have certain rights and responsibilities under the Electronic Funds Transfer Act (EFT) which are further detailed in this agreement
“Password” is the code you select during the initial sign-up process, and the code you personally must select that establishes your connection to Personal Internet Banking.
“Payment Account” means any online checking account at Peoples Bank & Trust Co. that was established primarily for personal or household purposes, from which you will be conducting Personal Internet Banking transactions.
Privacy Statement - This financial institution understands how important privacy is to our customers. We have taken steps to protect the security and privacy of your personal information and as well as your financial transactions with us. You should read our privacy statement before completing enrollment for Internet Banking. Our customer privacy statement can be obtained by clicking on the following link. –
Privacy Statement
“System Services” means the services provided pursuant to this Agreement.
“We”, “Our”, “Us”, or “Bank” refers to Peoples Bank & Trust Co. of Manchester TN.
“You” & “Your” refer to the account holder authorized by Peoples Bank & Trust Co. to use Internet Banking under this Agreement and anyone else authorized by that account holder to exercise control over the account holder’s funds through Internet Banking.
“Username” is a unique user code – normally one of your active accounts.

Computer Equipment and Software

You acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing Internet Banking or e-mail transmitted to and from us will not be monitored or read by others.

You are solely responsible for the maintenance, installations and operation of your computer and for the software used in accessing Internet Banking. Bank shall not be responsible for any errors, deletions, or failures that occur as a result of any malfunction of your computer software, nor will Bank be responsible for any computer virus that affects your computer or the software while using Internet Banking.

You agree to take reasonable steps to ensure that you will not use the services provided hereunder for illegal purposes, for transmission of threatening, obscene or harassing materials, or to interfere or disrupt other users, services or equipment. Disruptions include, but are not limited to, distributing chain letters or mass mailings of unsolicited e-mail (“spamming”), propagating computer worms or viruses, or using the services or the Internet to make unauthorized entry or access to any other machine or software program.

By accessing Internet Banking through the World Wide Web, you agree that Bank shall not be liable for any indirect, incidental, or consequential costs, expenses or damages (including lost savings or profit, lost data, business interruption or attorney’s fees.)

System Requirements:
Intell Pentium III or greater processor, Microsoft Windows 2000 with Service Pack 4; Windows Server 2003; Windows XP Professional; Home Edition, or Tablet PC Edition with Service Pack 2 or 3; Windows Vista, Windows 7; 128M of RAM, Browser with 128-bit encryption, Internet access including Microsoft Internet Explorer 6.0 or greater, Firefox 1.5 or 2.0, Mozilla 1.7.

Password and Security Procedures

Security is very important to the Internet Banking Service. At the time you request the service, you will select a unique “Username” and then choose a “password” that will allow you access to your account information. Prior to activation, the Internet Banking department will verify your identity and authorization to information associated with the account(s) that you request to be linked to the service.

Because your password is used to access your accounts, you should treat it as you would any other sensitive personal data. You should carefully select a password that is hard to guess. Keep your password safe. Memorize your password and never tell it to anyone. You will be required to change your password every 3 months. This can be done at any time after you logged on to Internet Banking.

Any Internet Banking transactions; including, but not limited to accessing account information, making transfers, giving transfer-related instructions, initiated by person(s) on behalf of a commercial customer by entering the correct Password is deemed as acting with full authority of the Board of Directors, members or general partners, as applicable, to the commercial customer. Each time you access account information, make transfers or give transfer-related instructions, you will be required to enter your Password. If your Password is lost or stolen, or is known by another individual, you must notify Bank immediately. Failure to notify Bank promptly could result in loss of funds. You are responsible for maintaining the confidentiality of your Password and any breach of confidentiality shall promptly be reported to Bank. Bank reserves the right to prevent your access to Internet Banking should we have reason to believe the confidentiality of your Password has been compromised.

To help prevent unauthorized access and to ensure the security of your accounts, we will end your online session if we have detected no activity for 15 minutes. This is to protect you in case you accidentally leave your computer unattended after you logged on. When you return to your computer, you will be prompted to re-enter your Username and Password.

You understand that the Bank has implemented a security procedure for the purpose of verifying the authenticity of the payment instructions transmitted to Bank by you (“instructions”), and not for the purpose of detecting errors in such instructions. Such security procedure includes (i) a unique file identification number and transmission password, and (ii) encryption. You agree that this procedure constitutes a commercially reasonable method of providing security against unauthorized instructions. You agree to be bound by any instruction issued by you and received and verified by Bank in accordance with such security procedure, and you shall indemnify and hold Bank harmless from and against any loss suffered or liability incurred by, or arising from, the execution of instructions in good faith and in compliance with such security procedure.

Account Requirements

To subscribe to Internet Banking, you must maintain at least one deposit account with Bank which may include the following types of accounts: checking account, savings account, Certificate of Deposit or loan collectively and individually (“Accounts”). Internet Banking will allow you to access more than one account to view account balance and transaction information, transfer funds among designated accounts, make loan payments, send electronic mail to Bank.

Bank reserves the right to refuse to open an account or to deny Customer the ability to access Internet Banking, to limit access or transactions or to revoke a Customer’s access to Internet Banking without advance notice to Customer.

Daily Processing Deadlines

Account information displayed through Internet Banking is the current information as of the previous business day. Funds transfers between account(s) initiated on your computer using Internet Banking, and received by Bank or its agents(s) by 6:00 p.m. Monday through Friday will be effective on the current business day. Funds transfers processed on your computer using Internet Banking, and received after 6:00 p.m. Monday through Friday or all day Saturday, Sunday, and banking holidays, will be effective the following business day. You may access account information through Internet Banking 24 hours a day, seven days a week, except for interruptions due to maintenance or matters beyond Bank’s control.

Balance Inquiries, Bill Payments, and Transfer Limitations
You may use the Internet Banking Service to check the balance of your account (s) and to transfer funds among your accounts at this financial institution. According to current federal regulations, you may not make more than six (6) pre-authorized or automatic transfers or bill payments from your Money Market Deposit Account or Savings Account during a given monthly statement period. Transfers authorized by telephone or personal computer are counted toward the six total permitted monthly transfers or withdrawals. Regulations currently place no limits on the number of transfers or bill payments from your Checking Accounts; therefore this financial institution currently limits the bill-payment service to only Checking Accounts.

Balances shown in your accounts may include deposits subject to verification by us. The balance may also differ from your records due to deposits in progress, outstanding checks or other withdrawals, payments or charges. A transfer request may not result in immediate availability because of the time required to process the request. The transfer request must be made before the cut-off time to be available for bill pay on the same business day. If you have further questions, contact us at 931-728-3381.

Transfers of Funds; Bill Paying
You can enroll in our bill payment services by enrolling in our Online Banking service.
Transfers Among Accounts. You may transfer funds from one account to another account, provided that the same persons are the owners of both accounts. The number of transfers that you may make may be limited by law or government regulation and the Bank may establish restrictions on transfers that may exceed those limits.
Bill Paying. You may instruct us to pay bills from your accounts by designating the name and address of the payee and the amount of the bill. The amount of the payment will be deducted from the account that you designated to be used to pay bills. It is solely your responsibility to submit your instructions to the Bank in sufficient time for the payment to be issued and received by the payee in a timely manner. Payments are made by paper checks. You must submit your bill paying instructions to the Bank at least 7 business days before the payment must be received by your payee. This time period begins when the Bank receives your instructions before 6:00 p.m. on a business day. You are solely responsible for giving the Bank the accurate name of the payee of bills, and the address of the payee and the amount of the bill to pay. The Bank will not be liable for any failure to make payments or late payments as a result of incorrect information, or any mail delays or delays caused by electronic payment systems. You must give the Bank at least 15 days prior written notice if you want to cancel any automatic bill paying instructions. The Bank will only pay bills if you have sufficient unencumbered collected funds in the account from which the bills are to be paid; the Bank has no obligation to tell you if you do not have sufficient funds and the Bank will have no liability to you for failing to pay a bill if there are not sufficient funds in the account. The Bank reserves the right to refuse to make payments to any particular payee or any particular class of payees.
If multiple items are submitted or scheduled for processing at the same time and there are not sufficient collected funds to cover all of the transactions, the Bank may complete the transactions in accordance with the Bank’s standard procedures, and refuse to complete all other transactions for which there are not sufficient funds. You may contact the Bank for information about the Bank’s standard procedures for determining which transactions to complete if there are insufficient funds; the Bank may change its procedures at any time without prior notice. The Bank may, but is not required to, make the transfer or pay the bill at such future time as collected funds are available in the originating account. If the Bank fails to make a transfer of funds or a payment of a bill as a result of the fault of the Bank, then the liability of the Bank shall not exceed the lesser of $50.00 or the late penalty or fee assessed by the payee or transferee under an existing agreement between you and the payee or transferee.

Changes in Terms; Cancellation. The Bank may change the terms of this Agreement at any time by giving you at least 30 days prior written notice of the change. If you use the Internet services after receipt of such notice, you will be deemed to have agreed to such change. Either you or the Bank may cancel this Agreement and terminate your use of the Internet banking services for any reason by giving the other 30 days prior written notice. Notwithstanding the foregoing, the Bank may terminate your rights under this Agreement at any time, and without prior notice or liability to you, if you have breached any of your obligations under this Agreement or any other agreement with the Bank, or if the Bank has reason to believe that you have attempted to access accounts or information at the Bank to which you do not have rights. The Bank may also either terminate this Agreement, or suspend your rights under this Agreement or any other agreement that you have with the Bank, if the Bank has reason to believe that the use of the services may involve fraud, that you have breached this Agreement, or that you have violated any laws or regulations, or that any passwords or identification codes have been disclosed to an unauthorized person. The Bank will have no liability to you if the Bank terminates or suspends this Agreement.

Withdrawal Transaction Limitations

The restrictions on the number of withdrawals from your savings and money market accounts apply to requirements that apply to funds transfers between accounts.

Electronic Mail

Electronic Mail to Bank may be delayed, therefore, if you need Bank to receive information concerning your account immediately, you must contact Bank in person or by telephone (i.e., stop payments, to report a lost or stolen card or to report unauthorized use of your account). Bank shall have a reasonable period of time after receipt to act on requests or information you send by electronic mail.

Electronic Funds Transfer Act

Some of the terms set forth below are governed by the Electronic Funds Transfer Act (“EFT Act”) which is only applicable to consumers. Commercial account holders are not entitled to the rights provided under the EFT act.

Reporting Unauthorized Transactions

If you believe unauthorized transactions are being made from your account, please notify Bank immediately.

Contact Peoples Bank at: (931) 728-3381 or write Bank at:

Peoples Bank & Trust Co.
P.O. Box 1049
Manchester, TN 37349-1049

Periodic Statements

Bank will mail or deliver to you periodic statements for your Bank accounts as disclosed in your deposit or credit agreements. Bank will include any transfers you authorized through Internet Banking on your statements.

You agree to review your periodic statement in accordance with this agreement and any other deposit or credit agreements governing your account, for accuracy of all data transmitted through the online system. You should promptly notify Bank of any discrepancies, including but not limited to any errors or inaccuracies related to data transmitted by any online service.

Fees

There is no fee for Internet Banking or Bill Pay.

Electronic Fund Transfer Error Resolution

If you feel that any statement or receipt is wrong, or you wish to have more information about a transfer listed on a statement or receipt, contact us in writing or by telephone.

Contact Peoples Bank at: (931) 728-3381 or write Bank at:

Peoples Bank & Trust Co.
P.O. Box 1049
Manchester, TN 37349-1049

We must hear from you within sixty (60) days after we send you the FIRST statement on which the problem or error appeared. When you contact us,

  1. Tell us your name and account number (Do not tell us your Password number).
     
  2. Describe the error or the transfer you are unsure about, and explain as clearly as possible why you believe it is an error or why you need more information.
     
  3. Tell us the dollar amount and the item reference number of the suspected error.

If you notify us by telephone, we may require that you send us your complaint or question in writing within ten (10) business days. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not provisionally credit your account.

We will tell you the results of our investigation within ten (10) business days after notice of the problem and we will correct any error promptly. If we need more time, however, we may take up to ninety (90) days to investigate complaints or questions concerning foreign-initiated transfers, or up to forty-five (45) days to investigate all other electronic transfers. If we need this extended time to investigate, we will provisionally credit your account within ten (10) business days for the amount you think is in error. You will have the use of the money during the time it takes us to complete the investigation. If we decide no error occurred, we will send you a written explanation within three business days after our investigation is completed. You may ask for copies of the documents we used in our investigation.

Customer’s Responsibility

You shall be responsible for all transfers you authorize through Internet Banking. You shall also be responsible for all transactions initiated by persons to whom you have given your User name and Password.

You must report to Bank AT ONCE if the Password and/or User name has been lost or stolen. Telephoning is the best way of minimizing possible losses. Failure to notify Bank could result in the loss of all money in your account plus your maximum line of credit, if you have one. If you report to Bank within two (2) business days, the loss sustained by you will be no more than $50 if your PIN is used without your permission.

If you do not report to Bank within two business days after learning of the loss or theft of the PIN, and Bank can prove that it could have prevented someone from using the PIN without your permission had it been notified, you could lose as much as $500.

Also, if the statement shows electronic transfers you did not make, report them to Bank at once. If you do not tell Bank within 60 days after the statement was mailed, you may lose all of the money transferred after the 60 days if Bank can prove that it could have prevented the loss had you reported it promptly.

Bank, in its sole discretion, may extend the time periods for a good reason, such as a long trip or hospital stay, which might keep you from notifying the Bank.

Bank’s Responsibility

Bank shall be responsible for performing services expressly provided for in this Agreement, and shall not be liable for any error or delay so long as Bank has acted in accordance with the terms and conditions hereof. Neither Bank nor its suppliers will be liable for any transaction if: (i) you do not have enough money in your account to complete the transaction; (ii) a legal order prohibits withdrawals from your account; (iii) your account is closed or has been frozen; (iv) the transaction would cause your balance to go over the credit limit for any credit arrangement set up to cover overdrafts; (v) you, or anyone you allow, commits fraud or violates any law or regulation in connection with Internet Banking; (vi) any electronic terminal, telecommunication device or part of the electronic fund transfer system is not working properly; (vii) you did not provide us with complete and correct payment or transfer information; (viii) you did not properly follow the instructions for use of Internet Banking; (ix) you knew that Internet Banking was not operating properly at the time you initiated the transaction; (x) there is postal delay; or (xi) circumstances beyond our control (such as fire, flood or improper transmission or handling by a third party) that prevent, hinder or delay the transaction.

Bank shall not be liable if you have not given Bank complete, correct, or current transfer instructions or if you have not followed proper instructions given through Internet Banking. Bank shall not be responsible for any loss, damage, liability, or claim arising directly or indirectly from any error, delay or failure in performance of any of its obligations hereunder which is caused by fire or other natural disaster, strike, civil unrest, any inoperability of communications facilities or any other circumstance beyond the control of the Bank.

You agree that, except as expressly stated herein, there is no warranty of merchantability, no warranty of fitness for a particular purpose, and no warranty of any kind, express or implied, regarding any aspect of Internet Banking.

Interruption in Service; Limit of the Bank’s Liability. Any information you receive from the Bank can only be provided on a best-efforts basis for your convenience and is not guaranteed. The Bank is not liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information. The Bank is not responsible for any computer virus or related problems, which may affect or result from your use of the Internet banking services. Neither the Bank, nor any of the Bank’s affiliates, officers, directors, employees or agents, will be responsible for any indirect, special, incidental or consequential damages arising in any way out of the Agreement or your use of the Internet banking services. The Bank will have no liability to you if you are not able to complete any transaction using the Internet as provided herein if: (1) you do not have enough money in your accounts to make the transfer; (2) the Bank’s Internet or computer system, is not working properly and you knew about this when you started your transaction; (3) the failure is the result of any act or omission of any Internet service provider or any software provided by any third party, or the other party to the transaction; or (4) circumstances beyond the Bank’s control (for example, fire, flood, loss of power, or interruption of communication systems) prevent the completion of the transaction. The Bank may on a regular basis perform maintenance on the Bank’s equipment or systems which may result in interruption of the Internet banking services and the Bank will not have any liability to you as a result of any such interruptions. The Bank may contract with third parties to provide certain Internet services to you. The Bank will have no liability of any kind to you with respect to any acts or omissions of such parties, and your sole remedy shall be against such third party. If you experience any inability to access the Internet, you should call the Bank during normal business hours at 1-931-728-3381.

Account Information

Bank may disclose information to a third party about your account or the transfers only if you have given us permission to do so, or when it is necessary to complete transfers; verify the existence or status of your account to a third party such as a credit bureau or merchant; or, to comply with a court order or the request of a government agency.

Electronic Mail (E-mail)

Sending E-mail is a very good way to communicate with Bank regarding your accounts. However, your e-mail is actually sent via our own software and, as a result, is not secure. Because of this, you should not include confidential information, such as account numbers and balances in any e-mail to Bank. Bank will not be liable for any errors, omissions, claims, or problems of any kind involving your e-mail.

Data Recording

You agree that by using Internet Banking to conduct transactions, the information and transfers will be recorded and /or data captured. By using Bank’s service you consent to such recording.

Links to other Sites

Information that Bank publishes on the World Wide Web may contain links to other sites and third parties may establish links to Bank’s site. Bank makes no representations about any other web site that you may access to, from or through this site. Unless expressly stated in writing, Bank does not endorse the products or services offered by any company or person linked to this site nor is Bank responsible for any software or the content of any information published on the site of any third party. You should take precautions when downloading files from sites to protect your computer software and data from viruses and other destructive programs.

Consent to Electronic Delivery of Notice

You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including but not limited to electronic fund transfer disclosures and our Privacy Policy, may be made electronically by posting the notice on the Bank’s web site or by e-mail. You agree to notify us immediately of any change in your e-mail address.

Severability

In any provision of the Agreement is found to be invalid or unenforceable under applicable law, said provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions of this Agreement.

Amendment

This Agreement may be amended at any time by Bank and the revised information will be made available at any Bank office and, in many cases, will be mailed or sent via electronic mail to you. You will be required to abide by these changes in future transactions. By continuing to use Internet Banking after any such amendments, you consent to the terms and conditions set forth in such amendment.

Damages and Warranties

In addition to the terms previously disclosed, Bank is not responsible for any losses, errors, injuries, expenses, claims, attorney’s fees, interest or other damages, whether direct, indirect, special, punitive, incidental or consequential, (collectively, “Losses”) caused by Internet Banking or in any way arising out of the installation, use or maintenance of
your personal computer hardware or software, including any software provided by Institution or one of its suppliers. In addition, Bank disclaims any responsibility for any electronic virus(es) Customer may encounter after installation of such software or use of Internet Banking. Without limiting the foregoing, neither Bank nor its suppliers shall be liable for any: (i) failure to perform or any Losses arising out of an event or condition beyond their reasonable control, including but not limited to communications breakdown or interruption, acts of God or labor disputes; or (ii) the loss, confidentiality or security of any data while in transit via the internet, communication lines, postal system or ACH network. Bank and its suppliers provide Internet Banking from their own sites and they make no representation or warranty that any information, material or functions included in Internet Banking appropriate for use by you in your jurisdiction. If you choose to use Internet Banking, you do so on your own initiative and are solely responsible for compliance with applicable local laws and regulations. Neither Bank nor its suppliers warrant the adequacy, accuracy, or completeness of any information provided as a part of Internet Banking or contained in any third party sites linked to or from Bank’s web site. BANK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, FUNCTIONALITY OR PERFORMANCE OF INTERNET BANKING OR ANY SOFTWARE THAT MAY BE USED IN CONNECTION WITH SAME. BANK DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ERROR-FREE OPERATION.

Mediation

Should any dispute arise between Customer and the Bank relating to the account and if following the good faith negotiation of the dispute, it cannot be resolved, it shall first be submitted to mediation. Mediation shall be conducted at the nearest office of the mediation organization mutually agreed upon by Customer and Bank.

Indemnification

Customer shall indemnify, defend and hold harmless Bank and its officers, employees, directors, suppliers and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) Customer’s negligence; (ii) Customer’s failure to comply with applicable law; or (iii) Customer’s failure to comply with the terms of this Agreement.

Additional Remedies

Due to the likelihood of irreparable injury, Bank shall be entitled to an injunction prohibiting any breach of this Agreement by Customer.

Jury Trial Waiver

CUSTOMER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF THIS AGREEMENT OR RELATING TO THE ACCOUNT AS PERMITTED UNDER APPLICABLE LAW.

Waiver

We may waive any term or provision of this Agreement at any time or from time to time, but any such waiver shall not constitute a waiver of the term or provision in the future.

Assignment

We may assign the rights and delegate the duties under this Agreement to any present or future, directly or indirectly, affiliated company or to any third parties. Customers are prohibited from assigning their rights in the Agreement.

Termination and Changes in Terms

Either party may terminate this Agreement by giving sufficient notice to the other party. Bank reserves the right to change the terms described in this Agreement at any time. When changes are made, we will notify you by: (i) electronic mail; (ii) physical mail at the address shown in our records; and/or (iii) update of our web site.

Any Transaction you have initiated prior to notice of termination will continue to be made until Bank has had a reasonable opportunity to act upon the notice of termination. If Bank terminates your access to Internet Banking, Bank reserves the right to immediately stop making transfers from your account.

Force Majeure

Neither party shall be liable for any loss nor damage due to causes beyond its control, including fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond that party’s control. Either party may terminate this Agreement immediately on written notice if the other party is prevented from performing its obligations under this Agreement for a period of more than thirty (30) days due to the reasons set forth in this subsection.

Construction

This Agreement shall be construed equally against the parties regardless of who is more responsible for its preparation. If there is a conflict between a part of this Agreement and any present or future law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.

Applicable Law

This Agreement is subject to all applicable provisions of Federal Law. Except as so provided, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.