EXHIBIT 10.10
[GRAPHIC OMMITED]
AGREEMENT OF SALE FOR HARDWARE AND THIRD PARTY SOFTWARE
Date: June 19, 2000
SELLER PURCHASER
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SER MACROSOFT, INC. PINNACLE FINANCIAL PARTNERS
2523 PRODUCT COURT 0000 XXXX XXX XXX. XXXXX 000
XXXXXXXXX XXXXX, XX 00000 XXXXXXXXX, XX 00000
PHONE: (000) 000-0000 PHONE: (000) 000-0000
FAX: (000) 000-0000 E-MAIL: XX00000@XXX.XXX
ATTN: XXX XXXXX ATTN: XXXX XXXXXXX
1. SELLER agrees to sell, and the PURCHASER agrees to purchase, the equipment
listed below (the "Equipment")
QTY PART NO. DESCRIPTION PURCHASE PRICE TOTAL
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1 MSH-xxxx CHECK, DOCUMENT, AND REPORTS MANAGER DATABASE SERVER-DELL 5,460.00 5,460.00
PowerEdge 2400, 000 XXx, 000 XX RAM, 9 GB HD, Windows NT
Server(10 users), kbrd, mouse, 15"monitor, CD-ROM, 10/100
Base-T NIC, APC Smart UPS 1400 Watt
1 MSH-xxxx DELL 00/00 XXX Xxxx Xxxxx 4,595.00 4,595.00
1 MSR1518-54 MacroStor 1500 54GB usable -Desktop with (5) 18GB Disks, 7,995.00 7,995.00
PCI RAID card, Cable
1 MSH-4410 Backup Exec V8 CD NT 795.00 795.00
1 MSH-4412 Backup Exec V8 NT SQL Server Option 795.00 795.00
1 MSW-3282 Microsoft SQL Server v7.0 with 10 user licenses 1,999.00 1,999.00
1 MSH-5700 Plextor 820T CD Recorder 525.00 525.00
1 MSH-4152 Adaptec 2940 SCSI card with software 275.00 275.00
1 MSH-4100 HP 8100 Laser Printer (32ppm) 3,299.00 3,299.00
1 MSH-xxxx CHECK MANAGER AUTOFILE/STATEMENTS PC - DELL Optiplex GX110 1,160.00 1,160.00
Desktop PC: Pentium -Registered Trademark- III processor
667MHz, 256K Cache, 64MB, 17" Monitor, 6.4GB Hard Drive,
1.44MB Floppy Drive, Keyboard, Mouse, CD-ROM, NIC,
Windows 98
1 MSH-xxxx DOCUMENT MANAGER SCAN PC - DELL Optiplex GX110 Desktop 1,160.00 1,160.00
PC: Pentium -Registered Trademark- III processor
667MHz, 256K Cache, 64MB, 17" Monitor, 6.4GB Hard
Drive, 1.44MB Floppy Drive, Keyboard,
Mouse, CD-ROM, NIC, Windows 98
1 MSH-6050 MacroSoft ISIS Interface Kit - includes SCSI card & cable 395.00 395.00
1 MSH-0320 Panasonic KV-ss25 Duplex Scanner 3,195.00 3,195.00
2 MSH-6100 MacroSoft Remote Support Kit (includes Carbon Copy32, 400.00 800.00
External 56K Modem & cable)
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EQUIPMENT TOTAL: $32,448.00
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PAYMENT SCHEDULE
1. 10% of Total Upon Placement of the Order $3,244.80
2. 10% of Total Upon Preliminary OCC Approval $3,244.80
3. 40% of Total Due August 21,2000 $12,979.20
4. 40% Upon Installation $12,979.20
EQUIPMENT TOTAL $32,448.00
ANTICIPATED DELIVERY DATE: 60 - 90 DAYS
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2. TERMS OF PAYMENT. Terms of payment are as indicated above.
3. DELIVERY, INSTALLATION AND INSURANCE. SELLER shall deliver and PURCHASER
shall accept delivery of the Equipment at the present Equipment location.
All transportation, rigging and drayage charges, installation and insurance
costs will be paid by PURCHASER.
4. TAXES. In addition to all charges specified in this Agreement, PURCHASER
shall pay or reimburse SELLER for all federal, state, local or other taxes
not based on SELLER's net income or net worth, including, but not limited
to, sales, use, privilege and property taxes, or amounts levied in lieu
thereof, based on charges payable under this Agreement or based on the
Equipment, its use or any services performed hereunder, whether such taxes
are not or hereafter imposed under the authority of any federal, state,
local or other taxing jurisdiction. In the event PURCHASER is purchasing
for resale, a duly executed resale tax exemption certificate for the state
where delivery takes place shall be delivered to SELLER on or before the
anticipated delivery date set out above.
5. REMEDIES, RISK OR LOSS, DAMAGES. Failure to pay the purchase price of any
Equipment when due shall give SELLER the right, without liability, to
repossess that Equipment with or without notice, and to avail itself of any
legal remedy. The risk of loss or damage shall be upon the PURCHASER after
delivery of the Equipment to the carrier. In the event that PURCHASER fails
to pay for the Equipment when due, and SELLER elects to repossess the
Equipment, SELLER shall be entitled, at its option, to liquidated damages
of twenty percent (20%) of the purchase price of such Equipment and, if it
shall so elect, in addition, may recover its actual loss. If the amounts
due to SELLER from the PURCHASER hereunder are not paid when due, there
shall be added to the amount due to SELLER hereunder a service charge of
two percent (2%) of the remaining balance for each month or fraction
thereof that said monies are past due, and the amount of all attorney's
fees actually incurred by SELLER in collecting such amounts or in
repossessing any Equipment.
6. TITLE. SELLER warrants and represents that at the time of delivery it will
have good title to the aforementioned Equipment free and clear of all liens
and encumbrances of whatever kind and description and that there will exist
no liens or property interests against or in such Equipment other than
SELLER's. Title to the Equipment is to remain vested in SELLER until the
full purchase price thereof shall have been paid.
7. WARRANTY. (a) SELLER passes through to PURCHASER all manufacturer's
warranties, if any, which warrant the Equipment against defect in material
and workmanship for a period as specified by the manufacturer, from date of
original installation under normal use and service. (b) PURCHASER's
exclusive remedy for breach of the Equipment warranty above is with the
manufacturer, who will either repair of replace, at its option, any item of
Equipment which fails during the warranty period because of a defect in
workmanship or material during the warranty period (provided PURCHASER has
promptly reported the failure to SELLER in writing).
8. LIMITATION OF LIABILITY, DISCLAIMER OR WARRANTIES. SELLER SHALL HAVE NO
LIABILITY TO PURCHASER FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO
BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTLY BY THE
EQUIPMENT, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY
ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, ARISING IN STRICT
LIABILITY, NEGLIGENCE OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT
OF THIS AGREEMENT, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE EQUIPMENT AND EXPRESSLY DISCLAIMS THE SAME.
9. SECURITY INTEREST. SELLER reserves and PURCHASER grants a purchase money
security interest in the Equipment in the amount of the purchase price.
This interest will be satisfied by payment in full. A copy of this
Agreement may be filed with appropriate authorities at any time after
signature of the PURCHASER on a financing statement in order to perfect
SELLER's security interest. Such filing does not constitute acceptance of
this Agreement by SELLER. Prior to payment in full of the purchase price,
at the request of SELLER, PURCHASER will execute financing statements
satisfactory to SELLER covering the Equipment. PURCHASER will not, and will
not attempt to, sell or transfer any of the Equipment prior to payment in
full of the purchase price.
10. OPTION TO TERMINATE. In the event the PURCHASER refuses or is unable to
accept delivery of the Equipment SELLER shall have the right (a) to
terminate this Agreement on five (5) days notice to the PURCHASER, (b) to
take immediate possession of
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the Equipment and (c) to retain and apply all money paid hereunder to the
date of said notice toward liquidated damages; and, if it shall so elect,
in addition, it may recover its actual losses.
11. SUBSTITUTION. SELLER may substitute comparable equipment for the Equipment
shown above if it is in the best interest of both PURCHASER and SELLER to
do so. Any such substituted Equipment will meet or exceed the
specifications of the Equipment.
12. NON-SPECIFIED FEATURES. If the Equipment delivered contains any features
not specified herein, PURCHASER grants SELLER, at SELLER's option and
expense, the right to remove or deactivate any such features.
13. APPLICABLE LAW. The laws of the State of Michigan shall govern this
Agreement.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the PURCHASER and SELLER with respect to the purchase and sale of the
Equipment and any representations or statements not contained in this
Agreement shall not be binding upon MACRO as a warranty or otherwise. The
foregoing terms and conditions shall prevail notwithstanding any variance
with the terms and conditions of any order submitted by the PURCHASER in
respect of the Equipment. This Agreement shall not be binding upon SELLER
unless signed on its behalf by a duly authorized officer at its principal
office in Rochester Hills, Michigan.
ACCEPTED BY PURCHASER: ACCEPTED BY SELLER:
PINNACLE FINANCIAL PARTNERS SER MACROSOFT, INC.
By: ________________________________ By: ______________________________
Title: ________________________________ Title:______________________________
Date: ________________________________ Date: ______________________________
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[GRAPHIC OMITTED]
2523 PRODUCT COURT (248) 853-5353
XXXXXXXXX XXXXX, XX 00000 FAX (000) 000-0000
Reference Number: 1226MF061900
GENERAL TERMS AND CONDITIONS
SECTION 1. DEFINITIONS
(a) AGREEMENT. This agreement consists of these Terms and Conditions and
License Agreement attached hereto. These Terms and Conditions are general terms
and conditions for the licensing of Licensor's (SER MacroSoft) proprietary
computer software products. More than one License Agreement may incorporate
these Terms and Conditions by reference. Each License Agreement, taken together
with these Terms and Conditions, shall constitute a separate Agreement and shall
be considered independent of any other agreements between the parties which
incorporate these Terms and Conditions.
(b) PRODUCT. The term "Product" means one or more of Licensor's (SER
Macrosoft's) proprietary computer software programs identified in the License
Agreement, all related materials, documentation and information received by
Licensee from Licensor and the published specifications of the Product. The
License Agreement may identify more than one Product or more than one copy of
any Product.
SECTION 2. LICENSE
(a) GRANT OF LICENSE. Licensor hereby grants to Licensee and Licensee
hereby accepts from Licensor a non-exclusive, nontransferable license to use the
Product in accordance with this Agreement during the term specified in Section
3. Licensee acknowledges and agrees that the Product is the proprietary
information and trade secret of the Licensor and that this Agreement grants
Licensee no title or rights of ownership in the Product.
(b) RESTRICTIONS ON USE. Licensee is authorized to use the Product only for
Licensee's internal purposes and only on one network at a time (including
Internet access to the same network) at the sites specified in the License
Agreement. Licensee agrees that it will not use or permit the Product to be used
in any manner, whether directly or indirectly, that would enable Licensee's
customers or any other person or entity to use the Product on more than one
network at a time.
(c) DOCUMENTATION. Licensor shall provide Licensee with the Product in a
machine readable form and the User Guide for the Product.
(d) PROPRIETARY MARKINGS. Licensee agrees not to remove or destroy any
proprietary markings or confidential legends placed upon or contained within the
Product or any related materials or documentation.
SECTION 3. TERM
The license granted under this Agreement shall commence upon the delivery
of the Product to Licensee and shall continue for the license term specified on
the License Agreement hereof unless sooner terminated in accordance with the
provisions of this Agreement.
SECTION 4. MAINTENANCE AND SUPPORT
(a) MAINTENANCE AND SUPPORT SERVICES. Subject to the terms, conditions and
charges set forth in this Section, Licensor will provide Licensee with
maintenance and support services for the Product as follows: (i) Licensor will
provide such assistance as is necessary to cause the Product to perform in
accordance with its current published specifications; (ii) Licensor will provide
such improvements, enhancements, extensions and other changes to the Product
developed by Licensor as are determined by Licensor to be suitable to the uses
made of the Product by Licensee ("Improvements"); and (iii) Licensor will
provide updates to the Product if and as required to cause it to operate under
new versions or releases of the operating system(s) specified in the Products
current published specifications so long as such updates are technically
practical.
(b) MAINTENANCE AND SUPPORT CHARGES FOR SUBSEQUENT YEARS. Licensor will
continue to provide Licensee with maintenance and support services as described
in subsection (a) above, provided Licensee pays Licensor in advance the annual
maintenance and support charges then in effect.
(c) RENEWAL. For each such subsequent year, Licensor's obligation to
provide maintenance and support services and Licensee's obligation to pay
maintenance and support charges then in effect shall be automatically renewed,
unless either Licensor or Licensee has given the other at least 30 days prior
written notice canceling Licensor's maintenance and support. If there is an
increase in annual maintenance and support charges over the preceding year,
Licensee may also prevent such automatic renewal by giving Licensor written
notice of cancellation within 15 days of receipt of Licensor's invoice showing
such increase.
(d) LIMITATIONS ON LICENSOR'S OBLIGATIONS. Licensee understands and agrees
that Licensor may develop and market new or different computer programs, which
use part or all of the Product and which performs all or part of the functions,
performed by the Product. Nothing contained in this Agreement gives Licensee any
rights with respect to such new or different computer programs. Any failure by
Licensor to provide ongoing annual maintenance and support shall not constitute
grounds for terminating this Agreement but shall be only a basis for terminating
the party's future obligations with respect to maintenance and support.
SECTION 5. WARRANTY
(a) Unless stated otherwise in the License Agreement, Licensor hereby
warrants that the Product, as delivered by
Page 1 of 3
Licensor, if properly installed, is capable of operating in substantial
conformance with the Product's current published specifications.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, LICENSOR MAKES NO
WARRANTIES EITHER EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THE CONDITION OF THE PRODUCT, ITS MERCHANTABILITY, OR ITS
FITNESS FOR ANY PARTICULAR PURPOSE.
(b) MILLENIUM COMPLIANCE. Licensor warrants
that the (1) Product's to be provided under this Agreement are Year 2000
Compliant, that (2) the Product's provided under this Agreement will not be
adversely affected by Year 2000 Compliance and that (3) Licensor has taken all
good faith and necessary steps to insure that it is in compliance with the
foregoing warranties. "Year 2000 Compliance" means that the Product will be able
to (i) consistently accept date input, provide date output and perform
calculations on dates before, during, and after January 1, 2000; (ii) the
Product will operate accurately and without interruption before, during and
after January 1, 2000 without any change in operations associated with the
advent of the new century; (iii) the Product will respond to two digit date
input in a way that resolves any ambiguity as to century in a disclosed, defined
and predetermined manner; (iv) and the Product will be capable of storing and
providing output of date information in ways that are unambiguous as to century.
SECTION 6. TRADE SECRET, PATENT AND COPYRIGHT INDEMNIFICATION
Licensor agrees to pay Licensee all damages awarded by a court of competent
jurisdiction against Licensor for infringement of any existing United States
patent or copyright and for misuse of any existing trade secret asserted against
Licensee by virtue of Licensee's use of the Product as delivered and maintained
by Licensor, provided Licensor is given prompt written notice of the particulars
of any such claim and the right to control and direct the investigation,
preparation and defense and settlement of each such claim and further provided
that Licensee shall fully cooperate with Licensor in connection with the
foregoing and provide Licensor with all information and documentation within its
possession. Should the Product as delivered by Licensor become or in Licensor's
opinion, be likely to become, the subject or a claim of infringement of a patent
or copyright, Licensor may at its option and expense either (a) procure for
Licensee the right to continue to use the Product as contemplated hereunder, or
(b) replace or modify the Product and/or modify its use to make its use
hereunder non-infringing. If neither option is reasonably available to Licensor,
then this Agreement may be terminated at the option of either party hereto
without further obligation or liability except as provided in Sections 8, 9, and
10 (c) hereof. Licensor shall have no liability for any claim of infringement of
any patent or copyright or misuse of trade secret based on Licensee's use or
combination of the Product with products not supplied by Licensor as part of the
Product.
SECTION 7. LIMITATION OF LIABILITY AND UPON TIME TO XXX
(a) MODIFICATION OF PRODUCT BY LICENSEE. Any modification of the
Product by Licensee or any failure by Licensee to implement any improvements or
Updates to the Product as supplied by Licensor shall void Licensor's maintenance
and support obligations under Section 4, Licensor's warranty under Section 5 and
Licensor's indemnity under Section 6 above, unless Licensee has obtained prior
written authorization from Licensor permitting modification or failure to
implement.
(b) LIMITATIONS ON LICENSOR'S LIABILITY, EXCEPT AS PROVIDED IN SECTION
6 ABOVE.
LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL
OR ANY OTHER DAMAGES ARISING OUT OF LICENSEE'S USE OF THE PRODUCT OR THE
MARKETING, DELIVERY, INSTALLATION, FURNISHING, MAINTAINENCE OR SUPPORT OF THE
PRODUCT BY LICENSOR. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO ABOVE LIMITATION MAY NOT APPLY TO YOU.
If for any reason any of the foregoing limitations of liability is voided or is
not effective, or if any remedy hereunder fails of its essential purpose,
Licensee agrees that (except as provided in Section 6 above) Licensor's
liability for damages, if any, shall not exceed the charges paid to Licensor by
Licensee for use of the Product under this Agreement. No action, regardless of
form, arising out of any of the transactions under this Agreement may be brought
by Licensee more than one year after such action occurred.
SECTION 8. PAYMENT; TAXES
(a) PAYMENT. Licensor will invoice Licensee for the amount due on delivery
of the Product as specified in the License Agreement. Subsequent charges will be
invoiced at the beginning of the period to which they apply. All other payments
shall be due and payable within 30 days after Licensee's receipt of an invoice
from Licensor. Licensee's obligation to pay all accrued charges shall survive
the expiration or termination of this Agreement.
(b) TAXES. In addition to all charges specified in this Agreement, Licensee
shall pay or reimburse Licensor for all federal, state, local or other taxes not
based on Licensor's net income or net worth, including, but not limited to,
sales, use, privilege and property taxes, or amounts levied in lieu thereof,
based on charges payable under this Agreement or based on the Product, its use
or any services performed hereunder, whether such taxes are not or hereafter
imposed under the authority of any federal, state, local or other taxing
jurisdiction.
SECTION 9. CONFIDENTIALITY; NONDISCLOSURE
Licensee hereby agrees that (a) the Product received by Licensee from
Licensor under this Agreement, whether received orally, in writing, or in any
other medium, is and shall be treated as the confidential property or Licensor:
(b) Licensee shall exercise at least the same degree of care to safeguard the
confidentiality of the Product as Licensee would exercise to safeguard
Licensee's confidential property, provided said safeguard is reasonable
according to industry standards: and (c) neither the Product nor any part
thereof received by Licensee from Licensor under this Agreement shall be
duplicated (except for normal security backup purposes) or in any way disclosed
to others, in whole or in part without the prior written permission of Licensor.
Such prohibition on disclosure shall not apply to disclosures by Licensee to its
employees provided such disclosures are reasonably necessary to Licensee's use
of the Product, and provided further that Licensee shall take all reasonable
steps to ensure that the Product is not duplicated or disclosed by such
employees in contravention of this Agreement. It is expressly understood and
agreed that the obligations of this Section shall survive the expiration or
termination of the Agreement or any provision thereof.
Page 2 of 3
SECTION 10. TERMINATION
(a) BASIS FOR TERMINATION BY LICENSOR. Licensor shall have the right to
terminate this Agreement without further obligation or liability to Licensee if
(i) Licensee is delinquent in making payments of any sum due under this
Agreement, with the exception of maintenance and support fees covered in Section
4 herein, and continues to be delinquent for a period of thirty (30) days after
the last day on which such payment is due, (ii) Licensee commits any other
breach of this Agreement and fails to remedy such breach within thirty (30) days
after written notice by Licensor of such breach.
(b) BASIS FOR TERMINATION BY LICENSEE. Licensee shall have the right,
without further obligation or liability to Licensor (except as specified in
Section 4, 8, 9, and 10(c) hereof) to terminate this Agreement; (i) if Licensor
commits any breach of this Agreement and fails to remedy such breach within
thirty (30) days after written notice by Licensee of such breach.
(c) DISPOSITION OF PRODUCT ON TERMINATION. Upon the termination of this
Agreement for any reason, the license and all other rights granted to Licensee
hereunder shall immediately cease, and Licensee shall immediately; (i) return
the Product to Licensor together with all reproductions and modifications of the
Product and all copies of any documentation, notes and other materials
respecting the Product; (ii) purge all copies of the Product or any portion
thereof from all CPU's and from any computer storage device or medium on which
Licensee has placed the Product; and (iii) give Licensor a written certification
that Licensee has complied with all of its obligations under this Section.
Licensor's cancellation of this Agreement and/or repossession of the Product
shall be without prejudice to any other remedies that Licensor may lawfully
have.
SECTION 11. GENERAL
(a) WAIVER, AMENDMENT OR MODIFICATION. The waiver, amendment or
modification of any provision of this Agreement or any right, power or remedy
hereunder shall not be effective unless made in writing and signed by the party
against whom enforcement of such waiver, amendment or modification is sought.
The terms of this Agreement shall not be amended or changed by the terms of any
purchase order or acknowledgment even though Licensor may have accepted or
signed such documents. No failure or delay by either party in exercising any
right, power or remedy with respect to any of its rights hereunder shall operate
as a waiver thereof or as to any future breach.
(b) NOTICE. Any notice or communication required or permitted hereunder
shall be given in writing to the other party at the address stated in the
License Agreement, or at such other address as shall be given by either party to
the other in writing. Such notice shall be deemed to have been given or made
when delivered personally or when received as evidenced by a return receipt,
properly addressed and postage prepaid, certified with return receipt, in the
United States mail.
(c) ENTIRE AGREEMENT. This agreement constitutes the entire agreement
between the parties in connection with the subject matter hereof and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties, and there are not
warranties, representations and/or agreements between the parties in connection
with the subject matter hereof except as specifically set forth or referred to
herein.
(d) SUCCESSORS AND ASSIGNS. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their successors and assigns and legal representatives, except that Licensee
may not assign this Agreement nor any right granted hereunder, in whole or in
part, without Licensor's prior written consent.
(e) GOVERNING LAW; SERVICEABILITY. The validity, construction and
performance of this Agreement and the legal relations among the parties to this
Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan. If any provision of this Agreement or the applications of any
such provision shall be held by a tribunal of competent jurisdiction to be
contrary to law, the remaining provision of this Agreement shall continue in
full force and effect.
(f) COMPLIANCE WITH THE LAW. Licensee agrees that it will comply with
all federal, state and local laws and regulations governing the use of the
Product.
Agreed: PINNACLE FINANCIAL PARTNERS
Signature: _______________________________________
Position: _______________________________________
Date: _______________________________________
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2523 PRODUCT COURT (248) 853-5353
XXXXXXXXX XXXXX, XX 00000 FAX (000) 000-0000
SALESPERSON: XXX XXXXX DATE: JUNE 19, 2000
LICENSE AGREEMENT
This License Agreement between SER MacroSoft, Inc. (Licensor), a Delaware
Corporation and the Licensee identified below consists of this License
Agreement, Attachments A and B to License Agreement, and Licensor's General
Terms and Conditions Reference Number: 1226MF0619, which are incorporated by
this reference.
In accordance with the provisions of this Agreement, Licensor will provide
Licensee with the Products listed below, as specified in Licensor's current
Product Documentation, for use by Licensee only in its computing facilities at
the following site(s): PINNACLE FINANCIAL PARTNERS, 0000 XXXX XXX XXX.
XXXXX 000, XXXXXXXXX, XX 00000.
TERM OF LICENSE: Perpetual
SOFTWARE LICENSED AND LICENSE FEES:
QTY PRODUCT NUMBER SOFTWARE DESCRIPTION LICENSE FEE TOTAL ANNUAL
MAINTENANCE
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1 SYN-D003 Synergy 2000 Document Manager- SA (This is an $13,000.00 $13,000.00 $1,950.00
entry level system which does not support more than
10 concurrent users)
2 SYN-D002 Synergy 2000 Document Manager- Client Access 3,000.00 3,000.00 900.00
License for (10) concurrent users
1 SYN-D032 Synergy 2000/ Smart Indexes 2,490.00 2,490.00 375.00
1 SYN-D041 Synergy 2000/ DSIS-25 Scanner Interface LIST 495.00 495.00 225.00
$1,495.00
1 SYN-R003 Synergy 2000 Report Manager-SA includes Reports 13,000.00 13,000.00 1,950.00
Squeeze and Reports Log (This is an entry level
system which does not support more than 10
concurrent users)
2 SYN-R002 Synergy 2000 Reports Manager-Client Access License 3,000.00 3,000.00 900.00
for (10) concurrent users
1 SYN-C003 Synergy 2000 Check Manager-SA (This is an entry 10,000.00 10,000.00 1,500.00
level system which does not support more than 10
concurrent users)
2 SYN-C002 Synergy 2000 Check Manager-Client Access License 3,000.00 3,000.00 900.00
for (10) concurrent users
1 SYN-C020 Check Manager Autofile 2,000.00 2,000.00 300.00
1 SYN-C010 Check Manager Statement Print LIST $24,000.00 17,500.00 17,500.00 3,600.00
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TOTAL LICENSE FEE $ 67,485.00
SYSTEM PREPARATION, INSTALLATION AND TRAINING (14 DAYS ON SITE) $ 14,000.00
CONSULTING SERVICES $ 10,000.00
TOTAL $ 91,485.00
ANNUAL MAINTENANCE AND SUPPORT SERVICES:
The first ninety days of Maintenance and Support Services are included in the License Fees. $12,600.00
First payment due ninety days after installation and annually thereafter.
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LICENSE FEE PAYMENT SCHEDULE:
1. 10% of Total Upon Placement of the Order $ 9,148.50
2. 10% of Total Upon Preliminary OCC Approval $ 9,148.50
or August 21, 2000, whichever occurs first.
3. 40% of Total Due August 21,2000 $ 36,594.00
4. 40% Upon Installation $ 36,594.00
Total License Fee $ 91,485.00
ADDITIONAL TERMS AND CONDITIONS
1. Upon written customer acceptance of Program Products herein, Licensor
agrees to place source code for said program products on deposit with an
acceptable escrow agent. The Licensee shall have access to the source code
if Licensor or its successor should cease to market and support the
licensed program products. The Licensee's usage of the source code shall be
limited solely to the support of their usage of the program product.
2. Transportation, meal and lodging expenses for installation/training
personnel are additional and will be billed separately. If additional
support days are required, they will be billed at the rate of $1,000.00 per
day plus per diem expenses.
LICENSEE: PINNACLE FINANCIAL PARTNERS LICENSOR: SER MACROSOFT, INC.
0000 XXXX XXX XXX. XXXXX 000 2523 PRODUCT COURT
NASHVILLE, TN 37203 XXXXXXXXX XXXXX, XX 00000
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Signature Signature
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Name Name
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Position Position
Date: _________________________ Date: _________________________
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