CONFIDENTIALITY AND SECRECY

9.1 The CONTRACTOR declares that it is familiar with the rules governing bank secrecy, especially as set out in Law No. 4.595 of December 31, 1964, and Article 18 of Law No. 7.492 of June 16, 1986, and undertakes, for itself, its agents and employees, to maintain the utmost secrecy concerning all operations carried out, results and analyses not shown to be in the public domain, information, data, materials and documents of [Brazilian bank] and its customers, to which it has access or of which it has knowledge, voluntarily or involuntarily by virtue of this Contract, and agrees not to divulge, communicate, or make use of any such information, data, materials, and documents, on pain of liability for losses and damages caused the CONTRACTING PARTY and [Brazilian bank]

10. TAXES

10.1 Taxes and assessments levied currently as well as in the future as a direct or indirect result of this Contract or its performance shall be paid respectively by the party responsible for taxes as indicated in the applicable legislation. 11. LABOR AND COMPENSATION ACTIONS

11.1 The parties are considered separate entities and nothing in this Contract shall create any other relationship between them, whether with regard to employment, social insurance, or other aspects, such as those of a commercial or corporate nature for example, and the CONTRACTOR shall be solely responsible for any and all labor or compensation actions brought by its contract employees. 12. TERM OF THE CONTRACT AND ANNEXES

12.1 The term of this Contract shall be 12 months, beginning on the date on which it is signed, and the performance hereof may only begin after the granting of authorization by the Central Bank of Brazil. At the end of this period and without any indication to the contrary from either of the parties, the term of the Contract shall be automatically renewed for equal and successive periods, without the need for an amendment, subject in all cases to the term of the con- tract referred to in item 12.1.1 below.

12.1.1 The term of this Contract is directly linked to the term of the Contract on Correspondent Functions No. 2005/0018, concluded between the CONTRACTING PARTY and [Brazilian bank] on 12/29/2005 and its respective annexes.

12.1.2 The occurrence of any legal or contractual violation and/or nonobser- vance of the procedures set out in the “Procedures Manual” shall con- stitute grounds for the cancellation of this Contract, with the party at fault being held liable for damages.

12.1.3 This Contract may also be canceled by mutual agreement, which shall be formalized in writing and confirmed by the interested party by ex- press notice given no fewer than 30 (thirty) days in advance, or within a shorter period to be agreed by the parties at the time of cancellation. 12.1.4 The cancellation may also be unilateral, which shall be formalized in

writing by the interested party by express notice given no fewer than 60 (sixty) days in advance.

12.1.5 In the event of cancellation of the Contract, and regardless of the rea- son, after an interval of 180 (one hundred eighty) days following the

processing of the first transaction, the CONTRACTOR may not provide the services covered by this Contract to another financial institution for a period of 1 (one) year, subject to the imposition of a fine of 50 percent (fifty percent) of the total amount of earnings received during the term of this Contract as a result of performing the services covered hereby. 12.1.6 The CONTRACTING PARTY may cancel the Contract for reasons

other than those provided for by law and in this instrument, without the need for any judicial or extrajudicial notification, in the event that: I. the CONTRACTOR is the subject of judicial or extrajudicial re- covery proceedings or a petition is filed for its bankruptcy or civil insolvency;

II. the CONTRACTOR suspends its activities for more than 15 (fifteen) days;

III. the CONTRACTOR is the subject of a judicial action or tax pro- ceeding liable to jeopardize fulfillment of the obligations assumed herein;

IV. the CONTRACTOR is unable to adapt to updates to operational procedures/systems introduced by the competent bodies, includ- ing the Central Bank of Brazil;

V. the imposition, by the Central Bank of Brazil, of any restriction on or impediment to the activities of the CONTRACTING PARTY as correspondent of [Brazilian bank] by virtue of the Contract on Correspondent Functions entered into by them;

VI. the imposition, by the Central Bank of Brazil, of any restriction on or impediment to the activities of the CONTRACTOR as cor- respondent of [Brazilian bank] by virtue of this Contract;

VII. nonobservance, in the performance of its activities, of the legal provisions, particularly the Consumer Protection Code, in agree- ments entered into with users and customers of [Brazilian bank]; VIII. any act of authority that prohibits the performance, by the cor-

respondent, of the activities covered by this Contract;

IX. the CONTRACTOR fails to achieve the objectives defined by the CONTRACTING PARTY.

12.1.7 In the event of cancellation of the Contract between [Brazilian bank] and the CONTRACTING PARTY, it shall be understood from that moment that its subcorrespondents may be transferred to another CONTRACTING PARTY, by decision of [Brazilian bank]