EXHIBIT 10.31
TECHNICAL SUPPORT SERVICES AGREEMENT
This Technical Support Services Agreement dated this first day of May,
1995 is entered into by and between Xxxx Xxxx and Company, Inc., a
California Corporation ("LICENSOR") and Pan American Savings Bank, a
federal savings bank ("LICENSEE").
This Technical Support Services Agreement, including any Addendum, any
referenced exhibits, and any other signed amendments or agreements
(collectively the "Agreement"), constitute the entire agreement between the
parties relating to the subject matter herein. Any statements or promises
made between the parties which are not contained herein or not contained in
a related agreement as referenced herein regarding the subject matter
hereof shall not be binding.
The parties hereto shall concurrently herewith enter into that certain
agreement entitled the License Agreement (the "License Agreement"). This
Technical Support Services Agreement is made part of and shall be subject
to the terms and conditions found in the License Agreement, the terms of
which are supplemented as stipulated hereunder.
Any disputes not resolvable between LICENSOR and LICENSEE will be settled
by an arbitrator agreeable by both LICENSOR and LICENSEE, under the rules
of the American Arbitration Association then in effect.
1. RECITALS
WHEREAS, LICENSOR is engaged in the business of developing, licensing,
installing and servicing the proprietary software known as SBO 90 Master
Servicing Software ("Program");
WHEREAS, LICENSEE has licensed such Program under the License Agreement,
and desires to obtain maintenance services ("Services") as defined more
fully hereunder;
WHEREAS, LICENSOR desires to provide such Services to LICENSEE;
NOW, THEREFORE, for the reasons set forth above, and in consideration of
the mutual promises and agreements hereinafter set forth, LICENSOR and
LICENSEE hereby agree as follows:
Technical Support Services Agreement page 1 of 5
2. SERVICES
LICENSOR agrees to provide to LICENSEE, at no additional cost or expense to
LICENSEE, maintenance and enhancements for the Program, and other such
maintenance Services as follows:
A. Correct, in a prompt, efficient, and businesslike manner pursuant to the
standards set forth in the attached EXHIBIT A, which is attached hereto and
------- -
incorporated herein by this reference, any and all errors, defects, and
malfunctions in the Program discovered by or brought to the attention of
LICENSOR. Such errors, defects, or malfunctions shall include but shall
not be limited to any failure of code to operate successfully.
B. Provide reasonable telephone support during LICENSORS'S regular business
hours of 9 am to 5 pm Pacific Standard Time, Monday through Friday except
holidays.
C. Provide for all enhancements, modifications or fixes, at no additional
expense, that would apply to the Program product as provided to LICENSOR'S
regular customer base and to satisfy all legal and regulatory requirements.
LICENSEE specific enhancements will be completed at a mutually agreed upon
price quoted in advance by LICENSOR upon LICENSEE'S request for such
enhancements. All LICENSEE specific enhancements must be compatible with
and must allow for all future enhancements, modifications, and fixes
normally provided by LICENSOR to it's regular customer base, without
additional expense to LICENSEE.
3. ACCEPTANCE
This Agreement shall be binding on both parties upon authorized signatures
hereto.
4. TERM AND TERMINATION
This Agreement shall be coterminous with the term of the License Agreement,
and in accordance with the terms of the License Agreement.
5. PREVENTIVE MAINTENANCE
LICENSOR may perform at its discretion, and if pre authorized by LICENSEE
upon reasonable notice to LICENSEE, inspection and
Technical Support Services Agreement page 2 of 5
preventative maintenance visits during LICENSEE'S normal working hours or
during off hours as agreed upon by both parties.
6. ASSIGNED EMPLOYEES
LICENSEE, without stating cause therefore, may direct LICENSOR to remove
from assignment to LICENSEE'S account a LICENSOR employee assigned to
perform Services under this Agreement. In the event of such removal,
LICENSOR shall replace, in a timely manner, the individual removed with
another qualified LICENSOR employee. LICENSOR'S employees assigned to
provide Services under the Agreement shall, at all times, remain under the
exclusive direction and control of LICENSEE for any purpose whatsoever.
LICENSOR, shall be solely responsible for the payment of each employee's
entire compensation including employment taxes, workmen's compensation and
any similar taxes or other costs payable in connection with such person's
employment. LICENSOR is and shall be deemed for all purposes an
independent contractor, and not an agent of LICENSEE. For the purposes of
this provision, employees include subcontractors.
ACCEPTED:
Xxxx Xxxx and Company, Inc. Pan American Savings Bank.
BY: /s/ XXXX XXXX BY: /s/ XXXXXX XXXXXX
---------------------- ------------------------
PRINTED NAME: Xxxx Xxxx PRINTED NAME: Xxxxxx Xxxxxx
--------------
TITLE: President TITLE: E.V.P.
---------------------
DATE: 5/1/95 DATE: 4/13/95
-------------------- ----------------------
Technical Support Services Agreement page 3 of 5
EXHIBIT A
TO THE TECHNICAL SUPPORT SERVICES AGREEMENT
ERROR CORRECTION STANDARDS
--------------------------
Errors, defects, and malfunctions in SBO 90 Code shall be classified by
LICENSEE at its sole discretion in accordance to the following table, and
the classification shall determine the type of required response by
LICENSOR:
CLASSIFICATION CRITERIA
-------------- --------
A. Severe Impact: errors which disable major functions and management
reporting from being performed in a timely and accurate manner.
B. Degraded Operations: errors disabling only certain nonessential functions.
C. Minimal Impact: all other errors.
Upon learning of the error, defect or malfunction, LICENSOR shall take
corrective actions to remedy the error, defect, or malfunction within the
following time schedule:
CLASSIFICATION LICENSOR'S REMEDY
-------------- -----------------
1ST LEVEL 2ND LEVEL FINAL LEVEL
--------- --------- -----------
A 8 hours* Constant effort Within 3 days
until relief
provided
B 24 hours* 12 days 30 days**
C 5 days------------------------45-days**
* If discovered during the hours of 9:00 a.m. - 5:00 p.m. Pacific Standard
Time, otherwise, time commences next business day.
Technical Support Services Agreement page 4 of 5
** The time period indicated or as mutually agreed to by the parties. The
required LICENSOR remedies for each error classification at each level
specified above shall require that LICENSOR perform the following within
the period of time shown above:
REMEDY LEVEL
------------
1ST LEVEL Acknowledgment of receipt of error report and begin
corrective action.
2ND LEVEL Patch, work around, or temporary fix, update release.
FINAL LEVEL Official fix, update, or major release. LICENSOR shall
conduct tests and performance measurements acceptable to
LICENSEE to sufficiently demonstrate that LICENSOR has
remedied each error reported to it and that with such
modifications the error, defect, or malfunction of SBO 90
has been corrected. The results of such tests and
performance standards shall be delivered to LICENSEE.
Technical Support Services Agreement page 5 of 5
