Exhibit 10.7
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
LOGO xxxx xxxxx
& ASSOCIATES, INC.
LICENSE AGREEMENT # 1020-0320-6-0001
COMPUTER SOFTWARE MAINTENANCE AGREEMENT
---------------------------------------
WHEREAS, Licensee has acquired a non-transferable license to use the XXX
Silverlake System(R) Software to process on an IBM AS/400 computer and;
WHEREAS, Licensee needs continuing maintenance and support for said
Software;
NOW THEREFORE, on this 19th day of November, 1997, XXX and Licensee
mutually contract and agree as follows:
COLORADO BUSINESS BANK, N.A. (LICENSEE)
Address: 000 00xx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000
Phone: 000-000-0000
Central Processing
Unit Location: SAME
XXXX XXXXX & ASSOCIATES, INC. (XXX)
Address: P. X. Xxx 000, Xxxxxx, XX 00000
Phone: 000-000-0000
1
1. Maintenance and Support.
------------------------
Licensee at its expense, will provide XXX with remote dial up communication
access for support, with Licensee initiating the call. During the term of
this Agreement, XXX will provide Licensee the following maintenance and
support for said Software:
(a) Modified or new software programs required by a change in Federal or
State banking laws, within a reasonable time after Licensee gives XXX
written notice of such changes.
(b) Updates and enhancements of existing Software programs on the same
terms on which they are offered by XXX to all licensed users of same.
(c) Technical support, via telephone, for questions or problems with the
use of said Software.
(d) Correct any RPG 400 or Control Language Program procedure defects
which prevent normal use of said Software, upon prompt written notice
to XXX by Licensee and reasonable access to Licensee's CPU.
(e) XXX will keep a copy of Licensee's program library, including all
updates made by XXX, and authorized program changes made by Licensee
(which Licensee will promptly furnish XXX). If Licensee's programs
library is destroyed, XXX will furnish Licensee a copy of Licensee's
program library then in JHA's possession.
2. Exceptions to Maintenance & Support.
------------------------------------
XXX will not furnish Licensee maintenance or support for any Software
---
problems caused or contributed to by the following:
(a) program was not originally provided by XXX, or
(b) an unauthorized alteration or revision to the XXX Silverlake System
Software, or
(c) program problems that were previously corrected by XXX, delivered to
Licensee, but not installed by Licensee, or
(d) any problems with data on tape, disk or diskettes which have been
caused by defects in IBM (or other hardware manufacturers)
programming, or
2
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
(e) failure of Licensee to load IBM (or other hardware manufacturers)
operational/system software new Releases and/or Program Temporary
Fixes (PTFs), or
(f) program problems which are the result of improper operator handling or
use.
(g) XXX will not provide maintenance or support for Static Gap Reporting
Software, Financial Workstation, or Management Information and
Planning System Software, which Licensee can obtain by separate
contract direct with FinSer Corporation.
3. Maintenance Fees.
-----------------
(a) The Effective Date is the final conversion date when the software
applications are successfully converted, balanced and updated in
accordance with all acceptance test criteria contained in the XXX
Silverlake System Conversion and Verification Document.
(b) Licensee will pay XXX an annual advance fee of [ *** ]. The
---
advance fee for the original term will be pro-rated from the above
Effective Date to next July 1st.
(c) Each annual advance payment in "b" above will be increased [ *** ] if
---
Licensee has not installed an uninterruptible power supply.
(d) Licensee will also reimburse XXX for sales/use taxes (if any), and all
actual out-of-pocket expenses, including but not limited to telephone,
transportation, meals, lodging, postage and shipping.
(e) Licensee will pay XXX [ *** ] interest per month,
---
[ *** ], plus all attorney fees and expenses actually
---
incurred by XXX in collecting any delinquent or past due payments of
any kind due XXX by Licensee.
(f) XXX may refuse to furnish maintenance or support to Licensee if any
fees or payments of any kind due XXX or any of its subsidiaries from
Licensee are delinquent and Licensee fails or refuses to cure any such
delinquency within thirty (30) days after written notice from XXX, or
if Licensee is in breach or default on any written Agreement with XXX
or any of its subsidiaries.
3
(g) The annual advance fee will be increased pro-rata if and when Licensee
contracts for additional software programs, software customization or
processing of additional banks.
4. Term and Automatic Renewal.
---------------------------
The original term of this Agreement runs from the above Effective Date to
the next 1st day of July. This Agreement automatically renews for
successive terms of 12 months each, unless either XXX or Licensee gives
written non-renewal notice to the other party thirty (30) or more days
before the end of a term. XXX may review and change the maintenance fee
for any renewal term, but must notify Licensee sixty (60) or more days
before the end of a term. If no such change is made, Licensee will pay XXX
an annual advance fee on July 1 of each renewal term, which is the same as
the full year annual fee for the last expired term.
5. Financial Institutions Covered by this Agreement.
-------------------------------------------------
This Agreement covers only those financial institutions listed on Exhibit
'A' attached hereto. Additional maintenance fees for providing maintenance
and support services to financial institutions other than those listed on
Exhibit 'A' will be determined by an Addendum to this Agreement.
6. Validity.
---------
In the event any provision of this Agreement is legally determined to be
invalid, void or unenforceable, the remaining provisions shall continue in
full force and effect. This Agreement shall be governed by the laws of
Missouri.
7. Notice.
-------
Any notices under this Agreement shall be written and shall be deemed
delivered when actually received, or three days after they are deposited
with the United States Postal Service, postage prepaid, and addressed to
the other party at its above address, which may be changed by written
notice.
8. Limitation of Liability.
------------------------
XXX shall not be liable to Licensee or any other person, firm or company,
for failure to fulfill its obligations hereunder due to causes beyond its
control. Any liability of XXX for any loss, damage, or cost hereunder
shall be limited to actual direct damages incurred by Licensee, but in no
event shall the aggregate of liability exceed the annual maintenance fee
paid by Licensee for the current annual term, nor shall any amount of the
liability include any punitive, indirect or consequential damages incurred
by Licensee.
4
9. Complete Agreement.
-------------------
This document supersedes all prior Maintenance Agreements and contains the
entire agreement between the parties with respect to the transactions
contained herein, and except as provided herein, it may be modified or
altered only by a written instrument signed by all parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
XXXX XXXXX & ASSOCIATES, INC. COLORADO BUSINESS BANK, N.A.
000 Xxxxxxx 00 000 00/xx/ Xxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
(XXX) (LICENSEE)
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------- ---------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
------------------ -----------------
Print/Type Name Print/Type Name
Title: President/COO Title: SVP/CFO
------------- -------
5
EXHIBIT A
---------
FINANCIAL INSTITUTIONS COVERED BY AGREEMENT
-------------------------------------------
NAME ADDRESS
---- -------
COLORADO BUSINESS BANK, N.A. 000 00/xx/ Xxxxxx, Xxxxxx, XX 00000
6
AUTHORIZED PERSONNEL
--------------------
The following employees/officers of Licensee are authorized by Licensee to
contact and work with XXX on support, maintenance, customization or
modifications of XXX Software. This list may, from time to time, be changed by
Licensee upon written notice to XXX.
NAME POSITION
---- --------
----------------------------------- ------------------------------------
----------------------------------- ------------------------------------
----------------------------------- ------------------------------------
----------------------------------- ------------------------------------
----------------------------------- ------------------------------------
----------------------------------- ------------------------------------
COLORADO BUSINESS BANK, N.A.
000 00/xx/ Xxxxxx
Xxxxxx, XX 00000
(LICENSEE)
Date: BY: /S/ Xxxxxxx X. Xxxxxx
------------------------------ ---------------------
TITLE: SVP/CFO
7
-----------------------------------------------------------------------
BANK EMPLOYEE AUTHORIZED FOR
-----------------------------------------------------------------------
CBB-DENVER XXXXXX XXXXXX PROFIT, DL
CBB-DENVER XXXXXXX XXXXX ALL
CBB-DENVER XXXXXX XXXXXX ALL
CBB-DENVER XXXXX XXXXXXX BATCH PROCESSING
CBB-DENVER XXXX XXXXXXX GL
CBB-DENVER XXXXX XXXXXX SECURITY, BKKP
CBB-DENVER XXXX XXXXXXX AUDIT FUNCTIONS
CBB-DENVER XXXXX XXXXXXXXX* ALL
CBB-DENVER XXXXX XXXXXXXXX LOANS
CBB-DENVER XXXXX XXXX ALL
8
