Draft 12/4/96
AMENDED AND RESTATED
LICENSE AGREEMENT
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") made as of
the 31st day of December, 1996, between Rockwood Asset Management, Inc., a
Pennsylvania corporation, with its principal place of business located at 000
X.X. Xxxxx 00, Xxxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxxxxx X. Xxxxxx
("Licensor"), and Rockwood Casualty Insurance Company, a Pennsylvania insurance
corporation, with its principal place of business located at 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxxx 00000 ("Licensee").
WITNESSETH:
WHEREAS, Licensor and Licensee are parties to that certain License
Agreement, dated as of July 1, 1994 (the "Original License Agreement"), pursuant
to which Licensor granted to Licensee an exclusive license to use the
proprietary computer application software system (the "Software"), including all
tangible and intangible portions thereof, as described in Exhibit "A" attached
hereto and made a part hereof; and
WHEREAS, Licensor and Licensee desire and deem it in their best interest
to amend certain Sections of the Original License Agreement and restate the
terms of the Original License Agreement, as amended;
NOW, THEREFORE, in consideration of the premises, the parties, intending
to be legally bound hereby, agree that the Original License Agreement is amended
and restated in its entirety as follows:
SECTION 1. License. Licensor hereby grants to Licensee for the term of
this Agreement an exclusive license to use the Software, subject to all of the
terms and conditions set forth in this Agreement (the "License"). The License
extends only to the uses expressly authorized in this Section or in other
portions of this Agreement. The Licensee may use the Software at, or from, any
other location of Licensee, with any computer processing unit; provided,
however, that except as otherwise expressly permitted in this Agreement, the
Licensee shall use the Software solely for the purpose of Licensee's insurance
business. In the event that Licensee moves any data contained in disks, tapes or
other computer storage mediums or other tangible forms ("Tangible
Manifestations") of the Software to any location other than 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxxx (the "Facility"), Licensee shall give Licensor notice
thereof within 15 business days after
such move, which notice shall include the proposed location thereof.
SECTION 2. Fees. Licensee shall pay to Licensor an annual licensee fee for
the Software of Eight Thousand Dollars ($8,000.00) payable each year in four (4)
equal quarterly installments of Two Thousand Dollars ($2,000.00) each on the
first business day of January, April, August and December, commencing with the
first installment of license fee due and payable on January 2, 1997.
SECTION 3. Extent of Licensee. The rights granted to Licensee under
Section 1 hereof may be sold, assigned, sublicensed, encumbered or transferred
(collectively, a "Transfer") in any manner without the prior written consent of
Licensor, provided that within ten business days of any such Transfer, Licensee
shall give Licensor notice thereof, and, further provided, that any such
transferee agrees to be bound by the terms and conditions of this Agreement as
if it were the licensee hereunder. No such Transfer shall release Licensee from
its obligations under this Agreement.
SECTION 4. Term of the Agreement. This Agreement shall commence as of the
date hereof, and shall continue for an initial term ending December 31, 1999,
unless otherwise terminated pursuant hereto by Licensor. If Licensee is not in
default under any terms or conditions hereof and the Licensee has not been
sooner terminated, Licensee shall have the right to extend the term of this
Agreement for an indefinite period for a price of One Dollar ($1.00) upon
written notice to Licensor within thirty (30) days prior to November 30, 1999.
SECTION 5. Licensee's Data.
(a) Licensee acknowledges that the License and delivery and installation
of the Software does not include the input of Licensee's data necessary for
Licensee's operation of the Software for its business. Licensee shall be solely
responsible, and at Licensee's sole expense, for the initial input of the data
into the Software and for all of its data input and entry thereafter throughout
the term of this Agreement.
(b) Licensor shall treat Licensee's data as confidential under terms
reasonably similar to those set forth in Section 8 below. Upon the termination
of this Agreement, Licensor's sole responsibility with respect to Licensee's
data shall be to return, within fifteen (15) business days after receipt of a
written request from Licensee, all Tangible Manifestations of such data then
remaining in Licensor's possession and as were requested in such written
request.
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SECTION 6. Licensee's Use. Licensee may use the Software for any purpose
whatsoever and, at Licensee's sole expense, modify the Software, which
modifications shall inure to the benefit of Licensor and Licensee.
SECTION 7. Ownership. The transactions provided for in this Agreement are
licenses only, and Licensor shall at all times remain the owner of the Software
and all portions thereof. Licensee shall, upon Licensor's request at any time
and from time to time, take such action and execute and deliver or file such
documents or instruments as Licensor may in its sole discretion deem necessary
or appropriate to confirm Licensor's ownership of all portions of the Software.
SECTION 8. Confidentiality. Licensee acknowledges and agrees that the
Software and all Tangible Manifestations and all portions thereof constitutes
proprietary confidential information and trade secrets belonging to the
Licensor, in which Licensee has no rights or interest whatsoever, except as
expressly granted by this Agreement. Subject to its right to Transfer pursuant
to Section 3, Licensee shall at all times treat all portions of the Software as
confidential and shall not in any manner disclose or make available all or any
portion of the Software to any third party or, to the extent within its
reasonable control, permit others to do so, except that portions of the Software
may be made available to Licensee's auditors and examiners upon a written
certification by the auditors or examiners that disclosure is necessary and a
written agreement by the auditors or examiners to abide and be bound by the
confidentiality terms hereof. Licensee shall not copy all or any portion of the
Software, except as may be actually necessary for Licensee to use the Software
or exercise any of its rights under this Agreement. Licensee shall store all
Tangible Manifestations of the Software in a secure place, except when being
used, and shall limit access to such material to those of its employees who
reasonably require such access for Licensee to use the Software. Upon the
termination of this Agreement for any reason whatsoever and regardless of fault,
Licensee shall, within fifteen (15) business days, return to Licensor all
Tangible Manifestations of the Software and, at Licensor's option, either return
or destroy all copies of such material.
SECTION 9. Notices. Any notices required or permitted to be given under
this Agreement shall be deemed sufficiently given (a) three days after mailing
by registered or certified mail, postage prepaid, or (b) upon receipt if
delivered by overnight courier or by hand, in each case addressed to the party
to be notified at its address set forth hereinabove, or to such other addresses
as may be furnished in writing hereafter to the notifying part.
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SECTION 10. Termination.
(a) Except as otherwise provided herein, this Agreement shall remain in
full force and effect during the initial and extended term of this Agreement.
(b) If Licensee makes any assignment of assets or business for the benefit
of creditors, or if a trustee or receiver is appointed to administer or conduct
its business or affairs, or if it is adjudged in any legal proceeding to be
either a voluntary or involuntary bankrupt, then the rights granted herein shall
forthwith cease and terminate without prior notice or legal action by Licensor.
(c) In the event that Licensee defaults under any of the terms and
conditions of the Agreement or fails to pay when due all payments called for
under Section 2 hereof, then all the minimum annual payments called for under
Section 2 hereof, shall become immediately due and payable to Licensor. Licensor
hereby agrees that this right shall not be exercised unless Licensor shall have
given Licensee at least ten (10) days prior written notice of its intention to
terminate this Agreement and the opportunity during such period for Licensee to
remedy such default. If Licensee shall correct such default during said notice
period, such notice shall be of no further force and effect. The failure of
Licensor to insist upon strict and/or prompt performance of the terms and
conditions of this Agreement or any of them, and/or the acceptance of such
performance thereafter shall not constitute or be construed as a waiver of
Licensor's right to enforce the same strictly thereafter according to the terms
hereof in the event of a continuing or subsequent default on the part of
Licensee.
SECTION 11. Entire Agreement. This Agreement represents the entire
understanding and agreement among the parties hereto and there exists no
representations, warranties or oral agreements not set forth herein. The
provisions of this Agreement may not be altered or amended except by written
instrument signed subsequent to the date hereof by all parties hereto.
SECTION 12. Continuity. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors or assigns, but shall not
inure to the benefit of a successor or any assignee of the Licensee without
prior written consent of Licensor.
SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, and if executed in more than one counterpart the executed
counterparts shall constitute a single instrument.
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IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be
executed for their respective corporations' named by their duly authorized
officers.
ROCKWOOD ASSET MANAGEMENT, INC.,
Licensor
By: ________________________________________
Name:
Title:
ROCKWOOD CASUALTY INSURANCE COMPANY,
Licensee
By: ________________________________________
Name:
Title:
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Exhibit A
Numerous programs have been developed to store data and provide statistical
information for external and internal management reports as follows:
General System Number-of Programs
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Premiums 743
Claims 481
General Accounting 127
Miscellaneous 31
