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EXHIBIT 10.2
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT, dated as of this 26th day of
February 2001 ("Agreement") is entered into by and between BlueSuit, Inc., an
Illinois corporation ("BlueSuit") and Stockwalk Group, Inc. a Minnesota
corporation ("Stockwalk").
BACKGROUND STATEMENT
Stockwalk was the parent company of Online Brokerage Solutions, Inc., a
Minnesota corporation ("OBS"), which is engaged in the business of providing
privately labeled online brokerage services for financial institutions, banks,
credit unions and Internet portals.
BlueSuit purchased all of the outstanding stock of OBS and certain
assets of Stockwalk used in the OBS business, concurrently with or prior to the
execution of this Agreement (the "Purchase").
In accordance with the terms and conditions of this Agreement, and as a
condition to the Purchase, Stockwalk has agreed to perform, or to cause certain
of its affiliated companies to perform, certain information technology,
clearance and other related services for BlueSuit until termination of this
Agreement.
In consideration of the mutual promises set forth below and other good
and valuable consideration, the value and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. SERVICES
1.1 SCOPE OF SERVICES. Throughout the "Term" (as defined in Section 6.1
below) of this Agreement, Stockwalk agrees to provide, or to cause certain of
its affiliated companies to provide, BlueSuit with the specific transition
services that are described on Exhibit A attached hereto (collectively, the
"Services"). Stockwalk shall not be obligated to provide additional or modified
services or support to BlueSuit beyond the scope of the defined term "Services".
The scope of the Services provided by Stockwalk to BlueSuit hereunder may be
modified from time to time only upon the mutual written agreement of the
following designates of each party: Xxxxx Xxxxx (Stockwalk) and Xxxx Xxxxxxxx
(BlueSuit).
1.2 STANDARD OF CARE. Stockwalk shall use commercially reasonable
efforts to provide the Services to BlueSuit hereunder using the same standard of
care and general practices that are consistent with Stockwalk's provision of
such Services to OBS prior to
EXHIBIT 10.2-1
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the date of this Agreement. Furthermore, Stockwalk shall act in good faith to
provide Services to BlueSuit in a manner that is consistent with similar
services provided by Stockwalk to any of its subsidiary companies or other
customers. Stockwalk agrees that it shall perform the Services as well as all of
its other obligations under this Agreement in compliance with all applicable
federal and state laws, regulations, ordinances and codes. Other than as set
forth in this Section 1.2, Stockwalk disclaims all warranties, whether expressed
or implied, with respect to the Services, including without limitation, the
implied warranties of merchantability and fitness for a particular purpose.
2. BLUESUIT'S RESPONSIBILITIES. BlueSuit shall reasonably cooperate with
Stockwalk by, among other things, delivering or otherwise making available, in
timely fashion, information in BlueSuit's control, or which BlueSuit can
reasonably obtain, which is relevant and necessary to Stockwalk's effective
performance of the Services hereunder.
3. SERVICE FEES
3.1 SERVICE FEES.
(a) During the Term, BlueSuit shall pay Stockwalk the fees set forth on
Exhibit B (collectively, the "Fees"). The Fees shall cover all the Services to
be provided by Stockwalk hereunder during the Term. Monthly fixed Fees shall be
payable in advance by BlueSuit upon receipt of Stockwalk's invoice therefore
with any fractional month, before or after the Term, prorated based on a thirty
(30) day month.
(b) If the parties hereunder agree to modify the scope of Services at
any time during the Term of this Agreement in accordance with the terms hereof,
there will be a prior written modification to the Fees. Such modification of
Fees is, however, subject to the mutual written agreement of the parties, and
any disputes regarding such modifications shall be resolved in accordance with
the provisions of Section 6 below. Notwithstanding the foregoing, no
modification of the Fees shall be effective until a written modification of the
Fees shall be signed by the parties.
3.2 PAYMENT. The Fees shall be paid by BlueSuit as set forth in Exhibit B.
4. REGULAR AND SPECIAL MEETINGS/REPORTS AND PRIMARY CONTACTS
4.1 REGULAR MEETINGS. On a regular basis (no less often than monthly),
representatives of BlueSuit and Stockwalk shall meet, in person, to discuss the
Services being provided hereunder and any breaches or alleged breaches of the
terms hereof. The parties agree that the meeting date for regular meetings shall
be determined within the first ten days of each month.
4.2 PRIMARY CONTACT. Each party will designate one or more individuals
to whom all communications concerning this Agreement or the Services provided
hereunder may be addressed by the other party.
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5. TERM AND TERMINATION.
5.1 TERM. This Agreement shall become effective as of the date first
written above ("Effective Date") and shall continue for a period of six (6)
months following the Effective Date ("Term") unless terminated earlier as
provided below in Sections 5.2 or 5.3 below.
5.2 EXTENSIONS. The Term of the Agreement may only be extended upon the
mutual written agreement of the parties.
5.3 EARLY TERMINATION. This Agreement may be terminated prior to the
expiration of the Term:
(a) by either party at any time if the other party breaches any
material provision of this Agreement (other than payment of Fees), and such
breach is not cured within thirty (30) days following the breaching party's
receipt of written notice of such breach from the non-breaching party;
(b) by BlueSuit at any time on or after the fourth month of the Term
upon ten (10) days prior written notice to Stockwalk; or
(c) by Stockwalk if BlueSuit fails to pay Fees when due, provided
BlueSuit is given three (3) business days to cure such payment default following
notice thereof from Stockwalk; or
(d) by Stockwalk if Stockwalk notifies BlueSuit in writing that
Stockwalk has received at least five (5) requests (identified by Stockwalk in
writing) by BlueSuit for services which are beyond the scope of Services
described in Exhibit B to this Agreement and BlueSuit fails to immediately act
in good faith to implement commercially reasonable measures to ensure that such
requests by BlueSuit beyond the scope of the Services do not continue.
5.4 PAYMENTS UPON TERMINATION. Upon termination of this Agreement,
BlueSuit shall pay Stockwalk, with respect to 5.3(a), on the effective date of
such termination, and with respect to 5.3(b) and (c), on the date of the
applicable notice, any accrued and unpaid Fees up to the effective date of
termination, prorated for any partial month.
6. DISPUTE RESOLUTION
6.1 INFORMAL DISPUTE RESOLUTION. The parties shall attempt in good
faith to resolve any dispute arising out of or relating to this Agreement
through negotiation between representatives who have authority to resolve the
matter. Either party may give the other party written notice of any dispute not
resolved in the normal course of business, it being understood that a notice
delivered by a party pursuant to Section 5.3(a)
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above shall constitute the delivery of a written notice of dispute pursuant to
this Section 6.1. Within five (5) days after its receipt of the notice, the
receiving party shall submit to the other party a written response. The notice
and response shall each include (a) a statement of the party's position and a
summary of the arguments supporting that position, and (b) the name and title of
the company representative who will represent that party. Within ten (10) days
following delivery of the original dispute notice the parties' respective
representatives shall meet at a mutually acceptable time and place, and
thereafter as often as they reasonably deem necessary to attempt to resolve the
dispute. All reasonable requests for information made by either party to the
other in connection with any dispute will be honored.
6.2 ARBITRATION. If a dispute has not been resolved within thirty (30)
days of the disputing party's original notice under Section 6.1, or if the
parties fail to meet within the ten (10) days following such notice under
Section 6.1, then either party may initiate arbitration of the dispute. The
dispute shall then be submitted to mandatory and binding arbitration in
Minneapolis, Minnesota in accordance with the commercial rules and procedures of
the American Arbitration Association before a single arbitrator. Judgment upon
the award may be entered by any court having appropriate jurisdiction. The
arbitrator shall not, however, be empowered to award damages in excess of
compensatory damages. The losing party shall pay the other party's reasonable
costs and expenses incurred with respect to the arbitration, including, without
limitation, such other party's reasonable attorney's fees.
6.3 LITIGATION. The only circumstance in which a dispute between the
parties will not be subject to the provisions of Sections 6.1 and 6.2. above, is
when a party makes a good faith determination that a breach of the terms of this
Agreement by the other party is such that the damages to such party resulting
from the breach will be so immediate, so large or severe, and so incapable of
adequate redress after the fact that a temporary restraining order or other
immediate injunctive relief is the only adequate remedy. Except for such relief,
the parties shall resolve their disputes, whether or not such relief is granted,
in accordance with the provisions set forth in Sections 6.1 and 6.2.
6.4 CONTINUED PERFORMANCE. Each party agrees to continue performing its
obligations under this Agreement when any dispute is being resolved under this
Section 6, unless and until such obligations are terminated by the expiration or
termination of this Agreement or by order of an arbitrator or a court of
competent authority under Section 6.2 or Section 6.3.
7. LIMITATION OF LIABILITY.
7.1 LIMITATION. IN NO EVENT SHALL EITHER PARTY, OR ITS RESPECTIVE
OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, POTENTIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF A PARTLY HAS BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXHIBIT 10.2-4
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7.2 EXCLUSIONS FROM LIMITATION. The limitations on liability set forth
in Section 7.1 above will not apply with respect to damages arising from or
relating to (i) the willful misconduct or negligence of a party; or (ii) either
party's indemnification obligations in Section 8.
8. INDEMNITIES
Stockwalk and BlueSuit each agree to indemnify, defend and hold
harmless the other, including its respective officers, directors, employees,
agents, successors, and assigns from any and all losses, liabilities, damages,
judgments and expenses (including reasonable attorneys' fees and witness fees)
(collectively, the "Losses") arising from or in connection with any of the
following: (a) the death or bodily injury of any agent, employee, customer,
business invitee, or business visitor or other person caused by the tortuous
conduct of the indemnitor, its agent or employee; (b) the damage, loss or
destruction of any real or tangible personal property caused by the tortuous
conduct of the indemnitor, its agent or employer; and (c) any Losses asserted
against the indemnitee but resulting from an act of omission of the indemnitor
in its capacity as an employer of a person.
9. CONFIDENTIALITY.
9.1 CONFIDENTIAL INFORMATION. Each party acknowledges that the other
will receive or have access to confidential or proprietary information of such
party or of a third party (e.g., OBS's customers) and in such party's possession
(the "Confidential Information").
9.2 OBLIGATIONS. Each party will use at least the same degree of care
to prevent disclosing to third parties the Confidential Information of the other
as it employs to avoid unauthorized disclosure, publication or dissemination of
its own information of a similar nature, but in no event less than a reasonable
standard of care. Notwithstanding the foregoing, Stockwalk may disclose
BlueSuit's Confidential Information to third parties performing Services
hereunder where (i) the use of such entity is authorized under this Agreement,
(ii) such disclosure is reasonably necessary to or otherwise naturally occurs in
that entity's scope of responsibility, and (iii) the disclosure is in accordance
with the terms and conditions of this Agreement. Neither party will (1) make any
use or copies of the Confidential Information of the other except as necessary
to perform its obligations under this Agreement, (2) acquire any right in or
assert any lien against the Confidential Information of the other, or (3) refuse
for any reason (including a default or material breach of this Agreement by the
other party) to promptly provide the other party's Confidential Information
(including all copies thereof) to it if requested in writing to do so. Upon the
expiration or termination for any reason of this Agreement, and except as
otherwise required by law, each party shall (except as otherwise provided in
this Agreement), return or destroy, as the other may direct, all documentation
in any medium that contains, refers to, or relates to the other party's
Confidential Information, and retain no copies. In addition, the parties shall
take reasonable steps to ensure that their
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employees comply with these confidentiality provisions. The steps taken by a
party to ensure such compliance will be deemed reasonable if they are no less
onerous than the steps taken by the other party.
9.3 The obligations of this Section 9 will not apply to any particular
information which either party can demonstrate: (i) was, at the time of
disclosure to it, in the public domain; (ii) after disclosure to it, is
published or otherwise becomes part of the public domain through no fault of the
receiving party; (iii) was rightfully in the possession of the receiving party
at the time of disclosure to it and such receiving party is not otherwise
subject to any other obligation of confidentiality with respect to such
information; (iv) is received from a third party who had a lawful right to
disclose such information to it; or (v) was independently developed by the
receiving party without reference to Confidential Information of the furnishing
party. In addition, a party shall not be considered to have breached its
obligations under this Section 9 for disclosing Confidential Information of the
other party as required to satisfy any legal demand of a government, judicial or
administrative body; provided, however, that, promptly upon receiving any such
request and to the extent that it may legally do so, such party advises the
other party so that the other party may take appropriate actions in response to
the demand.
9.4 In the event of any disclosure or loss of, or inability to account
for, any Confidential Information of the furnishing party, the receiving party
will notify the furnishing party promptly upon the occurrence of any such event.
9.5 Nothing contained in this Agreement shall be construed as
obligating a party to disclose its Confidential Information to the other party,
or as granting to or conferring on a party, expressly or impliedly, any rights
or license to the Confidential Information of the other party.
9.6 Nothing in this Agreement shall be construed to prevent either
party from obtaining, developing or using services or products itself or
provided by a third party as permitted by this Agreement which are similar or
competitive with the services and/or products furnished under this Agreement or
from using ideas, concepts, expressions, skills or experience possessed by
either party prior to, or developed or learned by either party in the
performance of this Agreement, except to the extent inconsistent with the terms
of this Agreement or the Purchase Agreement.
10. GENERAL PROVISIONS
10.1 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on
each of the parties and its respective successors and permitted assigns. Except
as provided below, neither party may assign this Agreement or any rights or
obligations created herewith in whole or in part to any third party without the
prior written consent of the other, and any attempt to do so will be void and of
no effect. Either party may assign its rights and obligations under this
Agreement with the prior written approval of the other party to (i) a third
party that acquires all or substantially all of the assets or stock of the
assigning party, (ii) any subsidiary or affiliate of the assigning party, or
(iii) a
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successor in a merger or acquisition of the assigning party; provided, however,
that in no event shall such assignment relieve the assigning party of any of its
obligations under this Agreement. For the purposes of this Section 10.1, any
assignment by operation of law or under an order of any court shall be deemed an
assignment for which prior written consent is required, and any assignment made
without such consent shall be void and of no effect as between the parties.
10.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Purchase
Agreement constitute the entire agreement between the parties, and supersedes
all other prior or center contemporaneous communications between the parties
(whether written or oral), with respect to the subject matter contained in this
Agreement. No modification or amendment of this Agreement will be effective
unless made in a writing executed by both parties.
10.3 NOTICES. All notices required or permitted under this Agreement
(other than routine operational communications) shall be in writing and shall be
deemed received if sent by one of the following means: (i) upon receipt if
delivered by hand; (ii) one (1) day after being sent by an express courier with
a reliable system for tracking delivery; (iii) three (3) days after being sent
by certified or registered first class mail, postage prepaid and return receive
requested; or (iv) upon confirmed facsimile transmission provided that a copy is
sent by another of the foregoing means all notices will be addressed by a party
to the other as follows:
In the case of Stockwalk:
Stockwalk Group, Inc,
0000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
In the case of BlueSuit:
BlueSuit, Inc.
Attn: Xx. Xxxx Xxxxxx
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
A party may change its address from time to time upon prior
written notice to the other specifying the effective date of the new address.
10.4 HEADINGS. The section headings contained in this Agreement are for
reference and convenience only and shall not enter into the interpretation of
this Agreement.
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10.5 RELATIONSHIP OF THE PARTIES. Stockwalk, in furnishing Services to
BlueSuit hereunder, is acting as an independent contractor and has the sole
right and obligation to supervise, manage, contract, direct, procure, perform or
cause to be performed, all Services to be performed by Stockwalk under this
Agreement. Neither Stockwalk or BlueSuit is an agent, partner, joint venturer or
fiduciary of the other party and neither has the authority to represent the
other party as to any matters or to bind the other party to any third parties,
except as expressly authorized in this Agreement.
10.6 SEVERABILITY. In the event that any provision of this Agreement is
found to be unenforceable under applicable law, the parties agree to replace
such provision with a substitute provision that most nearly reflects the
original intentions of the parties and is enforceable under applicable law, and
the remainder of this Agreement shall continue in full force and affect.
10.7 WAIVER OF DEFAULT; CUMULATIVE REMEDIES.
(a) A delay or omission by either party hereto to exercise any
right or power under this Agreement shall not be construed to be a waiver
hereof. A waiver by either party under this Agreement will not be effective
unless it is in writing and signed by the party granting the waiver. A waiver by
a party of a right under, or breach of, this Agreement will not be construed to
operate as a waiver of any other or successive rights under, or breaches of,
this Agreement.
(b) Except as otherwise expressly provided in this Agreement, all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to either party at law, in
equity or otherwise.
10.8 THIRD PARTY BENEFICIARIES. This Agreement is entered into solely
between, and may be enforced only by, BlueSuit and Stockwalk. This Agreement
shall not be deemed to create any rights in any third parties, including any
suppliers and customers of a party, or to create any obligations of a party to
any third parties. Notwithstanding the foregoing, the parties recognize that the
Services may include services performed by third parties affiliated with
Stockwalk.
10.9 PUBLICITY AND ADVERTISING. The parties agree that any notices or
disclosures to third parties concerning this Agreement or the Services shall be
jointly coordinated and approved in advance by both parties. In addition,
neither party shall use the corporate name or any brand or proprietary name,
xxxx or logo of the other party for any advertising or promotional purpose
without first submitting such advertising or promotional materials to the other
party and obtaining the prior written consent of such party. Each party agrees
to provide prompt and timely turnaround, not to exceed five (5) business days,
of all such materials submitted to it by the other party hereto.
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10.10 FORCE MAJEURE. No party shall be liable for any default or delay
in the performance of its obligations under this Agreement due to an act of God
or other event to the extent that: (i) the non-performing party is without fault
in causing such default or delay; (ii) such default or delay could not have been
prevented by reasonable precautions; and (iii) such default or delay not
reasonably be circumvented by the non-performing party through the use of
alternate sources, work around plans or other means.
10.11 CHOICE OF LAW. This Agreement, and the rights and duties of the
parties arising from or relating to this Agreement or its subject matter, shall
be construed in accordance with the laws of the State of Illinois, without
regard to its conflicts of laws provisions.
10.12 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
10.13 JOINTLY DRAFTED. This Agreement represents the joint drafting
efforts of the parties and shall not be construed more strictly against one
party than the other.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.
STOCKWALK GROUP, INC. BLUESUIT, INC.
By: s/ Xxxxxx X. Xxxxxx By: s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
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Title: SRVP/General Counsel Title: SVP/General Counsel
------------------------------ ------------------------------
Date: 2/26/01 Date: 2/26/01
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EXHIBIT 10.2-9
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EXHIBIT A
TRANSITION SERVICES DESCRIPTION
This Exhibit A is attached to and incorporated into that certain
Transition Services Agreement between Stockwalk Group, Inc. ("Stockwalk") and
BlueSuit, Inc. ("BlueSuit") dated February 26, 2001 (the "Agreement"). All terms
not otherwise defined in this Exhibit have the meanings ascribed to them in the
Agreement.
1. INFORMATION TECHNOLOGY SERVICES
a. Automated Financial Services
Stockwalk will provide certain automated financial services, including without
limitation, account inquiry, real time quotes, order entry and order status
services, during the Term. Such automated financial services will be the same or
substantially similar service used by OBS in the operation of its business prior
to BlueSuit's purchase of OBS's assets.
b. Miscellaneous Services
Stockwalk will provide miscellaneous services consisting of hosting, change
management and general administration in accordance with the service levels set
forth herein.
(1) HOSTING. Throughout the Term, Stockwalk will provide hosting
services to OBS consistent with hosting services historically provided to OBS.
Stockwalk will host OBS private label customers using a name-based secure
virtual host. OBS private label customers will share secure trading on the same
IP addresses. Stockwalk shall cooperate and assist OBS with the coordination and
orderly transfer of the domain names identified in the Purchase Agreement and
with reissuing and revoking, as the case may be, of any associated Verisign
security certificates. Stockwalk will continue to maintain the OBS marketing
website and will make reasonable changes to the material posted on the marketing
website under the terms specified for change management in Section 2 below,
provided that the parties agree that the content of the OBS marketing website
shall remain substantially static throughout the Term.
(2) CHANGE MANAGEMENT SERVICES. Stockwalk shall perform change
management services during the Term. Change management services include updates
to static content on the web sites. Such updates shall include bug fixes and
content changes such as press releases and limited marketing changes, but do not
include feature additions or functionality changes. In order to process a
change, OBS shall initiate a change management requisition to Stockwalk, who
will then assign the request a number and put it in a "project queue". Change
requisitions will be permitted only from designated BlueSuit persons only. OBS
hereby designates Xxxx Xxxxxxxx. Stockwalk shall
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implement standard change management requests within two days. Stockwalk's
implementation of non-standard change management requests shall be a reasonable
time frame, taking into consideration the nature of the specific project. Change
management services will not include rebranding of sites, including the
marketing site.
(3) TECHNICAL ADMINISTRATION. Stockwalk will perform general
administration services on a day-to-day basis. One such general administrative
service that Stockwalk shall continue to perform shall be archiving OBS's
content on its web site so that OBS can, if required, show what the web site
looked like on any given day. Such files will be archived for a period of one
(1) year following termination of this Agreement.
(4) SERVICE LEVELS. The following performance standards shall be
applicable to the OBS and other hosted customer sites provided by Stockwalk
pursuant to the Agreement:
A. Service Availability. The Services general shall be available to
OBS and its customers in an amount no less than is standard in
the industry, excluding "Maintenance". Maintenance is defined as
scheduled Stockwalk services outages for Services maintenance or
upgrades of which OBS is notified at least 24 hours in advance,
so long as such outages are scheduled for low-usage time periods
and do not exceed a total of 10 hours in any 30 day period.
B. Response Time. Stockwalk shall use its best efforts to maintain a
mean response time for server response to access the Services in
accordance with generally acceptable industry standards.
C. Security. Stockwalk shall prevent unauthorized access to
restricted areas of its servers and any databases or other
sensitive material generated from or used in conjunction with the
Services. In addition, Stockwalk shall immediately notify OBS of
any known security breaches or holes in the Service or any hosted
site.
D. Error Correction. Stockwalk shall resolve any errors with the
Services under its control (including, without limitation, any
JavaScript's or ActiveX controls used in connection with such
pages) that cause such Services not to be able to perform one or
more major functions within 24 hours of the earlier of its
discovery of the error or OBS's notice of the error. Stockwalk
shall resolve all other errors with such Services within seven
(7) days of the earlier of its discovery of the error or OBS's
notice of the error.
E. Browser Compatibility. The Services shall initially be compatible
with Netscape Navigator 3.X and 4.X and Microsoft Internet
Explorer 3.X and 4.X.
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F. Customer Support. Stockwalk will make available to OBS
representatives computers, telephones and call routing
technology, space for up to 3 cubicles/desks for four (4)
customer service representatives, and all other equipment, data
and support reasonably necessary for OBS representatives to
perform customer service functions necessary to the conduct of
the OBS customer support business as the same has been performed
by OBS prior to the date hereof.
C. PROJECT BASED SERVICES
(1) Stockwalk will assist with the implementation of the iHilal
Phase 1 only (private label), FLS (grey label) and Milepoint (private label)
site projects. Stockwalk will further complete the GMAC Investment Services
(private label) and Metavante (grey label) site projects which are in the sales
process as of the date hereof. Except with respect to the iHilal implementation,
each implementation shall be a standard grey label or private label as
designated above. Grey label sights will be consistent with the Digital Insight
site. Private label sites will be consistent with the Lifetime Fitness site. The
iHilal site will be the only customized site.
(2) FINANCIAL INSTITUTIONS. Stockwalk will add additional end user
financial institutions during the Term upon request from OBS. Stockwalk shall
add each financial institution within three days of request from OBS. Fees for
additional financial institutions shall be as set forth in Exhibit B.
(3) IMPLEMENTING FUNCTIONALITY. Stockwalk will reasonably cooperate and
provide reasonable assistance to OBS with the knowledge transfer necessary to
recreate OBS's private label functionality into BlueSuit's Blue Martini
platform. . Stockwalk will provide such implementation services on an hourly
basis for the fees set forth in Exhibit B. Stockwalk shall provide BlueSuit with
detailed definitions of the specific content that is customizable on the OBS
private label platform. Stockwalk shall provide BlueSuit with parameterized
information and specifications so that BlueSuit is capable of creating the same
functionality and parameters with the same level of customization on BlueSuit's
Blue Martini platform. Within a reasonable period of time not to exceed fifteen
business (15) days following the execution of the Agreement, Stockwalk shall
provide such parameters and specifications to BlueSuit in a global document
describing the standard functionality of a private-label or grey-label sites and
then an individual document for each customized private-label and grey-label
implementation that identifies what functionality was delivered for each
version.
2. CALL CENTER
Stockwalk agrees to make available the equipment and services necessary to allow
OBS call center representatives to provide customer service to OBS Customers.
Stockwalk agrees to make available, as soon as reasonably practical following
the date hereof, the Stockwalk IT Conference Room located on the 6th floor of
the Colonnade Building to
EXHIBIT 10.2-12
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accommodate the OBS call center in Minnesota (the "Call Center Space"). The Call
Center Space shall be kept in a clean and orderly appearance and condition and
may be inspected by Stockwalk employees during normal hours of operation. The
Stockwalk service to OBS customers shall be Monday-Friday with office hours
between the hours of 6:00 a.m. and 9:00 p.m. Central Standard Time and time on
Saturday between the hours of 7:00 a.m. and 1:00 p.m. Central Standard Time.
Stockwalk information technology services shall be performed between the hours
of 6:00 a.m. and 5:30 p.m. Central Standard Time Monday-Friday in accordance
with the Fees set forth in Exhibit B. Stockwalk will charge BlueSuit the Fees
for the call center service and for the space described herein as set forth in
Exhibit B on a cost pass-through basis. Services provided outside of normal
business hours will be billed to BlueSuit on an hourly basis. In addition to the
Call Center Space, BlueSuit shall be entitled to occupy and use its existing
space located on the 14th floor of the Colonnade Building until March 12, 2001
(the "Additional Space").
3. COMPLIANCE
BlueSuit shall be responsible for its own compliance obligations.
Notwithstanding the foregoing, Stockwalk will reasonably assist BlueSuit with
the immediate transfer of compliance obligations from Stockwalk to BlueSuit.
Without limiting the generality of the foregoing, Stockwalk shall cooperate with
BlueSuit in transferring to BlueSuit the NASD registrations of Call Center
personnel performing services for BlueSuit customers.
4. CLEARING
The clearing relationship in effect between OBS and MJK Clearing, Inc., prior to
the Closing of the Purchase shall remain in effect between MJK Clearing , Inc.
and BlueSuit following the Closing of the Purchase in all material respects.
However, Stockwalk shall reasonably assist BlueSuit during BlueSuit's conversion
and migration of customer accounts to a new clearing corporation, including,
without limitation, assistance with the transfer of customer records and assets
from Stockwalk to BlueSuit.
5. ADDITIONAL SERVICES. Stockwalk and BlueSuit acknowledge they have used their
best efforts to provide for all significant elements of the relationship
contemplated in the Agreement and this Exhibit A. Stockwalk and BlueSuit agree
to use their best efforts and operate in good faith to amicably and reasonably
resolve any unforeseen elements as this relationship develops subject to the
limitations set forth in the Agreement.
EXHIBIT 10.2-13
14
EXHIBIT B
TRANSITION SERVICES FEES
This Exhibit B is attached to and incorporated into that certain Transition
Services Agreement between Stockwalk Group, Inc., a Minnesota corporation
("Stockwalk") and BlueSuit, Inc., an Illinois corporation ("BlueSuit") dated
February 26, 2001 (the "Agreement"). All terms not otherwise defined in this
Exhibit have the meanings ascribed to them in the Agreement.
In consideration for the performance of Stockwalk's Services hereunder, BlueSuit
shall pay Stockwalk in accordance with the fee schedule below.
FEES:
AUTOMATED FINANCIAL SERVICES: Stockwalk will pass through to BlueSuit any
automated financial services fees that Stockwalk incurs, without xxxx-up.
Currently Stockwalk pay AFS $.04/quote and $1.00/transaction, subject to a
minimum of $7,500/month. Thus, BlueSuit's cost will not be less than $7,500/mo.
HOSTING: Stockwalk will charge BlueSuit $2,350/mo. for rack space plus $500/mo.
for data transfer fees for a total of $2,850/mo.
CHANGE MANAGEMENT/TECHNICAL ADMINISTRATION SERVICES: BlueSuit will pay Stockwalk
a monthly Fee equal to $6,000 (based on 2 hours a day at $150/hr.) for Change
Management/Technical Administration Services as described in Exhibit A.
SERVICES LEVELS: No additional fees or charges.
CALL CENTER: Stockwalk will charge BlueSuit $1,378 a month for the Call Center
Space and $840 a day for the Additional Space.
PROJECT BASED SERVICES: Stockwalk will charge $9,000 for each private label and
grey label site. Stockwalk will charge $500 for each standard FI site. Services
to be performed per the terms of the agreement which require deviations from the
standard product offerings set forth above will be billed at the rate of
$165/hour.
IMPLEMENTING FUNCTIONALITY: Stockwalk will charge $165/hour for all implementing
functionality work.
COMPLIANCE: No additional fees.
CLEARING: No additional fees for ongoing support. BlueSuit will pay Stockwalk an
amount equal to $20,000 following Stockwalk transfer of OBS customer accounts to
the clearing organization to be identified by BlueSuit.
TELESCAN: BlueSuit shall pay Stockwalk a monthly fee equal to $5,000 or one-half
of the actual fee charged to Stockwalk for Telescan services, whichever is
greater.
EXHIBIT 10.2-14
