EXHIBIT 10.21
AGREEMENT
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THIS AGREEMENT (the "Agreement"), made effective as of the 20th day of
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September, 1999, by and between GENESIS 2000 ("Software Vendor") and FEDERAL
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HOME LOAN MORTGAGE CORPORATION ("Xxxxxxx Mac");
WITNESSETH:
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WHEREAS, on or about August 6, 1996, Software Vendor and Xxxxxxx Mac
entered into an agreement (the "Original Agreement") with respect to the same
subjects as this Agreement and on substantially the same terms as ibis
Agreement; and
WHEREAS, the parties desire to ratify the Original Agreement and restate
the terms thereof in this Agreement; and
WHEREAS, Software Vendor is in the business of developing and licensing
software to third parties including, without limitation, loan origination
software ("LOS"); and
WHEREAS, Xxxxxxx Mac is the owner and licensor of an automated underwriting
system (the "System"); and
WHEREAS, Software Vendor desires to develop and license to entities
authorized by Xxxxxxx Mac to use the System (the "Customers") certain software
(the "Interface") to enable the Customers to communicate with and use the System
by transmitting information and data to and receiving information and data from
the System; and
WHEREAS, Xxxxxxx Mac is willing to provide to Software Vendor the
specifications for the Inter-face (the "Specifications"), subject to the terms
and conditions of this Agreement, all of which are agreeable to Software Vendor.
NOW, THEREFORE, in consideration of the mutual promises herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree and hereby ratify the terms of, and restate, the
Original Agreement, as follows:
1. Provision of the Specifications; Development, Release and Use of Interface.
(a) Xxxxxxx Mac hereby grants to Software Vendor a nonexclusive,
nontransferable license for the term of this Agreement to use the
Specifications, as the Specifications may be modified by Xxxxxxx Mac from time-
to-time, for the, sole purpose of developing, maintaining, implementing, testing
and licensing the Interface to Customers for use in connection with the System
(collectively, the "Permitted Vendor Purpose"), subject to the provisions of
this Agreement.
[*] Confidential Treatment Requested
(b) Software Vendor will use the Specifications solely for the Permitted
Vendor Purpose. Software Vendor will own the Interface; however, Software Vendor
will have the right to use, license and/or disclose to third parties the
Interface solely to the extent necessary to enable the Customers to use the
Interface to access, communicate with and otherwise use the System (the
"Permitted Customer Purpose"). Notwithstanding the foregoing, Software Vendor
will also have the right to use the Interface for such other purposes as may be
approved by Xxxxxxx Mac in writing, which approval will not be unreasonably
withheld. Except to the extent otherwise agreed by Xxxxxxx Mac in writing,
Software Vendor's contracts with the Customers will expressly limit the
Customers' right to use the Interface to the Permitted Customer Purpose, and
Xxxxxxx Mac will be a third party beneficiary of said contract provision.
Furthermore, in light of the limited Permitted Customer Purpose, except to the
extent otherwise agreed by Xxxxxxx Mac in writing, Software Vendor agrees that
it will not release the Interface to any third party until Software Vendor
receives notice from Xxxxxxx Mac that the entity in question has executed a
license or similar agreement with Xxxxxxx Mac governing such entity's right to
access and use the System. If a Customer notifies Xxxxxxx Mae that Software
Vendor will provide the Interface to such Customer, Xxxxxxx Mac will advise
Software Vendor promptly after said license agreement has been executed.
Software Vendor's right to use the Interface for the Permitted Vendor Purpose
will automatically terminate in the event this Agreement is terminated by either
party for any reason. In the event this Agreement is terminated, any Customers
to whom Software Vendor has licensed or sold the Interface prior to the
effective date of the termination may (and Software Vendor shall provide to the
Customers the right to) continue to use the Interface until the effective date
of the next Specification Update issued by Xxxxxxx Mac (as defined in subsection
(c) below), provided such Customers comply with the restrictions on use
contained in this Agreement.
(c) The parties acknowledge that Xxxxxxx Mac may, at its option, modify or
replace the Specifications from time-to-time (each such revised or new-version
of a Specification is referred to herein as a "Specification Update"). Software
Vendor agrees to revise the Interface to conform to any such Specification
Updates provided by Xxxxxxx Mac, and to release the appropriately updated
Interface to all Customers who have licensed or acquired the Interface from
Software Vendor, in each case effective on the date specified by Xxxxxxx Mac in
its notice to Software Vendor. In connection with any such release, Software
Vendor will notify its Customers that the earlier version of the Interface
should no longer be used, It is understood that Xxxxxxx Mac will endeavor to
provide to Software Vendor sixty (60) days' notice of any major Specification
Update. Xxxxxxx Mac will endeavor to provide Software Vendor with as much notice
as is practicable under the circumstances with respect to minor Specification
Updates and any Specification Updates which Xxxxxxx Mac desires to have
implemented on an emergency basis and will work with Software Vendor to define a
practicable implementation schedule in each such case. In the event Xxxxxxx Mac
fails to specify an effective date for implementation of any Specification
Update, then the effective date will be sixty (60) days after the date of the
notice from Xxxxxxx Mac with respect to the Specification Update.
(d) (1) Software Vendor agrees to develop and test the Interface and make
the Interface available to the Customers in accordance with the schedule
attached hereto as Exhibit A (the "Schedule"). In the event Software Vendor
fails to deliver an acceptable Interface and otherwise perform its obligations
under and in accordance with the requirements of the Schedule, Xxxxxxx Mac will
have the right to terminate this Agreement effective upon ten (10) business
days' notice to Software Vendor (it being understood that Agreement will not
terminate if, during said 10 business day period, Software Vendor cures any
default(s) which Xxxxxxx Mac has identified as the basis for its termination
decision). The Interface will at all times comply in all respects with the then-
current Specifications, as the Specifications may be modified or replaced by
Xxxxxxx Mac from time-to-time. Xxxxxxx Mac will make itself reasonably available
to respond to questions about the Specifications and any Specification Updates.
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(2) Xxxxxxx Mac may, but is not obligated to, test the Interface at
any time and from time-to-time to confirm that the Interface complies with the
Specifications and otherwise meets the requirements of this Agreement; provided
that the fact that the Interface passes any such tests will not be deemed to
alter in any respect Software Vendor's obligations under this Agreement,
including, without limitation, Software Vendor's obligation to provide an
Interface which complies with the requirements of this Agreement. Xxxxxxx Mac
hereby elects to test the Interface upon completion of development and testing
by Software Vendor and prior to Software Vendor's license or sale of the
Interface to any third party, and Software Vendor agrees not to release the
Interface to any third party until Xxxxxxx Mac notifies Software Vendor in
writing that the Interface has passed Xxxxxxx Mac's tests. Software Vendor will
notify Xxxxxxx Mac upon completion of such development and testing and will
provide to Xxxxxxx Mac one (1) copy of the Interface and the export file which
includes the results of Software Vendor's testing efforts. Xxxxxxx Xxx will
endeavor to complete its own testing of the Interface within ten (10) business
days after receipt of the foregoing notice and file from Software Vendor.
Software Vendor agrees to provide assistance to and cooperate with Xxxxxxx Mac
in the foregoing testing efforts and to correct promptly any defects in the
Interface revealed by any such testing. In addition to the foregoing, Software
Vendor will correct any "bugs" or other defects in the Interface promptly after
it receives notice thereof from Xxxxxxx Mac. Software Vendor will cooperate with
Xxxxxxx Mac and the Customers to determine the source (as between the Interface,
the System and the Customer's system) of any communication or other problems.
(3) Xxxxxxx Mac will have the right to review and approve the form
and content of the screens which Software Vendor uses to provide data through
the Interface, which approval will not be unreasonably withheld or delayed. In
the event the Interface operates in a "Windows" or other graphical user
interface ("GUI") format, Software Vendor will use, and Xxxxxxx Mac hereby
licenses to Software Vendor the nonexclusive, nontransferable right to use, for
the term of this Agreement, an icon provided by Xxxxxxx Mac as the identifier
for the Interface. Xxxxxxx Mac will be the owner of said icon, and Software
Vendor will have no right to use the icon except to introduce the Interface to
Customers in a Windows" or other GUI format for use in connection with the
System.
2. Additional Obligations.
(a) Software Vendor will provide to Xxxxxxx Mac, at no charge, two (2)
working days of training on use of the Interface and the LOS. Xxxxxxx Mac will
provide to Software Vendor, at no charge, two (2) working days of training on
Xxxxxxx Mac's automated underwriting service and the Specifications. The parties
will work together to determine the appropriate contents and timing of such
training programs.
(b) Xxxxxxx Mac will provide reasonable assistance to Software Vendor in
Software Vendor's efforts to identify the training, implementation and Customer
service resources that Software Vendor needs to assist the Customers in their
implementation, of the Interface and the System. In connection with its
marketing, licensing and sale of the Interface to the Customers, Software Vendor
will at all times, at a minimum, provide training and conform to the
implementation and customer support requirements set forth in Exhibit B attached
hereto. Software Vendor recognizes that Xxxxxxx Mac may alter or refine the
requirements set forth in Exhibit B from time-to-time, Software Vendor agrees to
use its best efforts to comply with any such revised requirements of which
Software Vendor is provided prior notice. Software Vendor agrees to cooperate
with Xxxxxxx Mac and the Customers to coordinate the testing and implementation
of the Interface.
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3. License to Xxxxxxx Xxx.
(a) Software Vendor hereby grants to Xxxxxxx Mae a nonexclusive,
nontransferable license to use Software Vendor's name and logo during the term
of this Agreement in connection with Xxxxxxx Mac's promotional and marketing
efforts related to the System. Without limiting the foregoing, Xxxxxxx Mac may,
but is not obligated to, indicate to its customers that Software Vendor is one
of the vendors capable of providing an interface to the System. Xxxxxxx Mac will
obtain Software Vendor's approval before using Software Vendor's name and logo
in any particular marketing program or materials. Software Vendor hereby also
grants to Xxxxxxx Mac a nonexclusive, nontransferable license to use the
Interface and any documentation related to the Interface (including, without
limitation, any user's manual provided by Software Vendor to the Customers) for
testing and evaluation purposes, other internal purposes and (with Software
Vendor's prior approval) marketing purposes.
(b) Software Vendor hereby grants to Xxxxxxx Mac a nonexclusive,
nontransferable license to use the LOS (including, without limitation, upgrades,
modifications and new releases) and any documentation related to the LOS
(including, without limitation, any user's manual provided by Software Vendor to
the Customers) during the term of this Agreement for testing and evaluation
purposes only. Software Vendor will provide to Xxxxxxx Mac one (1) copy of the
LOS when Software Vendor delivers the Interface to Xxxxxxx Mac. Software Vendor
will provide reasonable installation assistance to Xxxxxxx Mac for installation
of the LOS.
4. Confidential Information.
(a) The parties hereto recognize that the information and documentation
previously provided or that may in the future be provided by Xxxxxxx Mac to
Software Vendor related to the System (collectively, the ."Xxxxxxx Mac
Information and Documentation") includes privileged, confidential and
proprietary information belonging to Xxxxxxx Mac which, if disclosed, could
result in substantial and irreparable harm to Xxxxxxx Mac. For information and
documentation to qualify as Xxxxxxx Mac Information and Documentation, such
information must either be marked "Confidential" or otherwise identified in
writing as confidential at or prior to the time of its delivery to Software
Vendor hereunder. Notwithstanding the foregoing, the following matters will
automatically be deemed Xxxxxxx Mac Information and Documentation, whether or
not specifically marked or designated as such either orally or in writing: (i)
the Specifications and any Specification Updates, (ii) any implementation
information or user's guides for the System, (iii) any advances of promotional
material, (iv) information concerning Xxxxxxx Mae's business plans and
strategies, and (v) Xxxxxxx Mac's customer list. Software Vendor agrees to treat
all Xxxxxxx Mac Information and Documentation as strictly confidential, except
to the extent otherwise agreed by Xxxxxxx Mac in writing or as provided in
Section 4(f) below. Software Vendor further agrees to treat all materials which
it prepares using or based on the Xxxxxxx Mac Information and Documentation or
any portion thereof (the "Derivative Documentation") as strictly confidential,
including, without limitation, the Interface, any notes made by Software Vendor
based on discussions with Xxxxxxx Mac officers and employees and all reports
prepared by Software Vendor for Xxxxxxx Mac in connection with this Agreement.
The parties understand and agree that, notwithstanding the fact that Software
Vendor will own the Interface (including the code thereto), the source code and
object code to the Interface will be deemed Xxxxxxx Mac Information and
Documentation; however, Software Vendor may demonstrate the Interface at
conventions and in its marketing efforts directed at prospective Customers and
may also provide the Interface to Customers in machine-readable form, subject to
the provisions of this Agreement.
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(b) Xxxxxxx Mac recognizes that certain information and documentation that
may in the future be provided by Software Vendor to Xxxxxxx Mac related to the
System (collectively, the "Vendor Information arid Documentation") includes
privileged, confidential and proprietary information belonging to Software
Vendor which, if disclosed, could result in substantial and irreparable harm to
Software Vendor. For information and documentation to qualify as Vendor
Information and Documentation, such information must either be marked
"Confidential" or otherwise identified in writing as confidential at or prior to
the time of its delivery to Xxxxxxx Mac hereunder. Notwithstanding the
foregoing, the following matters will automatically be deemed Vendor Information
and Documentation, whether or not specifically marked or designated as such
either orally or in writing: (i) the source code and object code for the
Interface and the LOS, (ii) Software Vendor's business plans and strategies, and
(iii) Software Vendor's customer list. The Xxxxxxx Mac Information and
Documentation and the Vendor Information and Documentation are collectively
referred to herein as the "Information and Documentation." Xxxxxxx Mac agrees to
treat the Vendor Information and Documentation as strictly confidential, except
to the extent otherwise agreed by Software Vendor in writing or as provided in
Section 4(f) below. Xxxxxxx Mac further agrees to treat all materials which it
prepares using or based on the Vendor Information and Documentation or any
portion thereof (also known as the, "Derivative Documentation") as strictly
confidential.
(c) Without limiting the provisions of Section 4(a) above, each of the
parties agrees that it will not, without the prior written consent of the other
party, copy or permit copies to be made of the other party's Information and
Documentation or any portion thereof, except to the extent necessary to exercise
the rights specifically provided to it herein. In no event will Software Vendor
have the right to disclose the Specifications to any third party without Xxxxxxx
Mac's prior written consent. Each party further agrees that all Derivative
Documentation it creates from the other party's Information and Documentation
and all copies it makes of the other party's Information and Documentation and
any Derivative Documentation shall be marked "Confidential" in a prominent
location on each such document.
(d) Without limiting the provisions of Section 4(a) above, each party
agrees that it will not, without the prior written consent of the other party,
release or disclose or permit the release or disclosure of the other party's
Information and Documentation, Derivative Documentation or any portion thereof
to any individual or entity, nor use or permit the use of the other party's
Information and Documentation, Derivative Documentation or any portion thereof
for any purpose at any time, except to the extent necessary to exercise its
rights expressly granted in this Agreement or to the extent ordered by a court
or administrative agency of competent jurisdiction. The provisions of the
immediately preceding sentence will not be deemed to authorize release of the
Specifications or any other Information or Documentation to any third party,
except to the extent expressly authorized by the Owner of the Information and
Documentation in writing. Furthermore, in the event either party intends or
anticipates that it may be required for any reason to release or disclose the
other party's Information and Documentation, Derivative Documentation or any
portion thereof (other than a release of the Interface to a Customer in
accordance with the provisions hereof), the releasing party shall promptly
notify the other party and shall take such actions as may be necessary to
provide the other party with a reasonable opportunity to respond in such manner
as the other party deems appropriate to prevent or limit the release or
disclosure of such information and documentation.
(e) Each party shall return to the other party all of the other party's
Information and Documentation, Derivative Documentation, and all copies of such
Information and Documentation and Derivative Documentation (including, without
limitation, bard copies and word processing and other computer files), promptly
upon termination of this Agreement. Notwithstanding the foregoing, Xxxxxxx Mac
will have the right to retain a copy of the Interface for the uses specified in
Section 3 above.
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(f) The parties confidentiality obligations under this Agreement and the
use restrictions set forth in this Section 4 shall not extend to any Information
and Documentation, Derivative Documentation or any portion thereof (the
"Nonconfidential Information") which (i) now is or hereafter becomes publicly
known without a breach of this Agreement, (ii) is independently developed by the
recipient hereunder (the "Recipient") without use of the Information and
Documentation belonging to the other party (the "Owner"), any Derivative
Documentation based on such information or any portion thereof, or (iii) is
received by the Recipient from a third party (other than, in the case of the
Xxxxxxx Mac Information, Xxxxxxx Mac, Xxxxxxx Mac's customers, consultants or
contractors involved in the development, operation or use of the System, or any
of the foregoing entities' respective agents, officers or employees) which is
not itself under any confidentiality obligation with respect thereto. However,
the Recipient's confidentiality and other obligations under this Agreement shall
continue to apply to all the Owner's Information and Documentation and
Derivative Documentation that does not constitute Nonconfidential Information as
defined in the preceding sentence, notwithstanding the fact that a portion of
the Owner's Information and Documentation and/or Derivative Documentation is or
becomes Nonconfidential Information.
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5. Term.
(a) The term of this Agreement will commence on the date first set forth
above and will automatically expire at 11:59 p.m. on [*], unless the term is
extended by mutual written agreement of the parties.
(b) Each party will have the right to terminate this Agreement and the
term thereof at any time in the event of a default by the other party of its
obligations under this Agreement. In the event a default hereunder is curable,
prior to terminating the Agreement, the terminating party will provide the other
party with notice of the default and a reasonable opportunity to cure the same.
In no event will the terminating party be required to provide to the other party
a cure period which exceeds thirty (30) days after the date of the terminating
party's notice. The parties agree that, in the event the Interface fails to
transmit and receive data accurately, the cure period maybe significantly
shorter than thirty days, as determined by Xxxxxxx Mac. In the event a default
recurs, or substantially similar defaults occur, two (2) or more times within
six (6) months after the terminating party's original notice of default, the
terminating party will have the option, but not the obligation, to terminate
this Agreement without first providing to the other party an opportunity to cure
the default. In addition, misuse of the other party's trademarks or service
marks and failure to obtain the other party's prior consent to such use in any
marketing materials will be cause for immediate termination of this Agreement
with no cure period. In the event the terminating party Provides a cure period
to the other party and the default is fully cured during the cure period
specified in the terminating party's notice, this Agreement will not terminate
at the time specified in said notice; if the other party fails to cure the
default during said cure period or if no cure period is given, the Agreement
will automatically terminate on the date specified in said notice.
(c) Each party will have the right to terminate the Agreement for any
reason, effective at any time after the first (1st) year of the term of this
Agreement, by providing to the other party at least sixty (60) days' notice of
termination. Xxxxxxx Mac will have the right, but not the right to notify the
Customers of any expiration or termination of this Agreement, including both
terminations with and without cause.
6. Warranties. Software Vendor represents and warrants that (i) the
Interface will comply with the Specifications in effect from time-to-time, (ii)
the Interface will accurately transmit to the System all information input into
the Interface; (iii) Software Vendor has, and will throughout the term of the
Agreement have, all licenses and permits necessary to provide the Interface and
LOS and perform any services related thereto, and the Interface and LOS will be
prepared and provided and any related services performed in compliance with all
applicable laws, regulations, licenses and professional standards; (iv) the
Interface and LOS will not violate any patents, copyrights or other proprietary
rights belonging to third parties (provided that Software Vendor is not
responsible for the violation of any such rights by the Specifications); and (v)
Software Vendor will use its best efforts to ensure that the Interface and LOS
will at all times be and remain free of computer viruses and any code designed
to cause the System to malfunction or self-destruct or to allow unauthorized
access or cause harm to the System. The Customers are third party beneficiaries
of Software Vendor's representations and warranties set forth in this Section 6.
7. Indemnification. Software Vendor will indemnify Xxxxxxx Mac and hold it
harm less from and against any and all third party claims, and all related
judgments, damages, losses, liabilities, costs and expenses, including
reasonable attorneys' fees, arising from or related to (i) any breach or alleged
breach of the warranties in Section 6 above, or (ii) the provision of the
Interface or LOS. The foregoing indemnification obligation does not apply to
claims to the extent such claims arise out of Xxxxxxx Mac's own negligence or
breach of its agreements hereunder.
[*] Confidential Treatment Requested
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8. Marketing Standards.
(a) Xxxxxxx Mac will have the right, but not the obligation, to review in
advance Software Vendor's advertisements, press releases, brochures, videotapes,
audiovisual materials, sales collateral, newsletters, other written and oral
presentations related to the Interface and other similar materials (collectively
"Marketing Materials") to confirm that such materials are consistent with
Xxxxxxx Mac's guidelines for Marketing Materials related to the System. In no
event will Software Vendor have the right to use Xxxxxxx Mac's name or logo or
any service xxxx belonging to Xxxxxxx Mac, including, without limitation, the
marks "Xxxxxxx Mac"(R) and "Loan Prospector"(SM) Service except strictly in
accordance with Xxxxxxx Mac's written guidelines therefor or as consented to by
Xxxxxxx Mac. A current copy of Xxxxxxx Mac's guidelines for Marketing Materials
and use of Xxxxxxx Mac's service marks is attached hereto as Exhibit C.
(b) Software Vendor recognizes that this Agreement and any actions taken
by Xxxxxxx Mac related to this Agreement, the System or the Interface, do not
constitute an endorsement by Xxxxxxx Mac of Software Vendor, the Interface or
any loan origination system or other product owned or marketed by Software
Vendor. Software Vendor agrees that it will make no representation or statement,
oral or written, to any third party which implies otherwise.
9. Xxxxxxx Mac's Rights With Respect to the System. Nothing contained in this
Agreement will be deemed to require Xxxxxxx Mac to take any action whatsoever
with respect to the System, the Interface or the LOS, including, without
limitation, any advertising or promotional program. Software Vendor recognizes
that Xxxxxxx Mac must develop its policies and determine its actions with
respect to the System as Xxxxxxx Xxx xxxxx appropriate in its sole and
unreviewable judgment, including, without limitation, any decision to continue,
discontinue or modify the System. Software Vendor acknowledges that Xxxxxxx Mac
has the right to contract with other entities for the performance of software
and services comparable or identical to those covered hereunder, and nothing
contained herein will be deemed to restrict in any manner Xxxxxxx Mac's right to
do so.
10. Limitation of Liability. In no event will Xxxxxxx Mac be liable to
Software Vendor or any third party for any indirect, incidental, special or
consequential damages arising out of or related to this Agreement, the System or
the Interface, even if Xxxxxxx Mac is aware of the possibility of such damages.
In no event will Xxxxxxx Mac's liability to Software Vendor for any matter
arising out of or related to this Agreement, the System, the Interface or the
LOS exceed the greater of (i) the amount paid by Software Vendor to Xxxxxxx Mac
for the right to use the Specifications, if anything, or (ii) the sum of Five
Hundred Dollars ($500).
11. Miscellaneous.
(a) The parties hereto understand and agree that Software Vendor is
furnishing its services and the Interface to the Customers on its own behalf and
not on behalf of Xxxxxxx Mac. In no event will Software Vendor state or
otherwise indicate to any third party that it is authorized to represent Xxxxxxx
Mac in any respect, except to extent expressly authorized by Xxxxxxx Mac.
Nothing contained herein will be construed to create any association,
partnership or joint venture or any agency relationship between the parties
hereto.
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(b) This Agreement will be construed, and the rights and obligations of
the parties hereunder determined, in accordance with the laws of the United
States. Insofar as there may be no applicable precedent, and insofar as to do so
would not frustrate any provisions of this Agreement or the transactions
governed hereby, the laws of the Commonwealth of Virginia will be deemed
reflective of the laws of the United States.
(c) This Agreement constitutes the only agreement between Xxxxxxx Mac and
Software Vendor relating to the Specifications and the Interface, and no
representations, promises, understandings or agreements, oral or otherwise, not
herein contained will be of any force or effect. Any conflict between this
Agreement and any exhibits hereto will be resolved in favor of this Agreement.
(d) No modification or waiver of any provision of this Agreement will be
valid unless it is in writing and signed by the party against whom it is sought
to be enforced. No waiver at any time of any provision of this Agreement will be
deemed a waiver of any other provision of this Agreement at that time or a
waiver of that or any other provision of this Agreement at any other time.
(e) In no event may Software Vendor assign its rights or obligations under
this Agreement without Xxxxxxx Mac's prior written consent; any such attempted
assignment will be null and void and will constitute a material breach of this
Agreement. Subject to the foregoing, this Agreement is binding upon and inures
to the benefit of the parties hereto and their respective successors and
assigns.
(f) The terms and provisions of the exhibits attached hereto are hereby
incorporated in this Agreement by reference.
(g) The provisions of Sections 4, 5(c), 6, 7, 8(b), 9 and 10 of this
Agreement will survive the expiration or termination of the term of the
Agreement.
(h) If one or more of the provisions of this Agreement are held for any
reason to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability will not affect any other provision of this Agreement, and this
Agreement will be construed and enforced as if such invalid, illegal or
unenforceable provisions bad not been contained herein.
(i) Each party represents to the other that it has all necessary power and
authority to enter into and perform its obligations under this Agreement. The
individuals executing this Agreement on behalf of each party represent that they
have authority to do so.
(j) All notices required or permitted to be sent under this Agreement
shall be in writing and shall be sent to the parties at the addresses set forth
in the preamble of this Agreement, or to such other addresses and to such other
individuals of which either party may notify the other in a notice which
complies with the provisions of this subsection. Notices to Xxxxxxx Mac shall be
sent to the attention of Xxxxx Xxxxx, with a copy to the Associate General
Counsel, Corporate Affairs of Xxxxxxx Mac (at the same address). All notices
will be deemed given (i) when delivered by hand, (ii) one (1) day after delivery
to a reputable overnight carrier, or (iii) three (3) days after placement in
first-class mail, postage prepaid, return receipt requested.
(k) The rights and remedies of the parties hereunder are cumulative and
are in addition to, and not in lieu of, all rights and remedies available at law
and in equity.
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(l) The captions in this Agreement are included for convenience of
reference only and will not be construed to define or limit any of the
provisions contained herein.
By signing below, the undersigned have expressed their mutual agreement to the
foregoing.
GENESIS 2000 FEDERAL HOME LOAN
MORTGAGE CORPORATION
By: By: _______________________________
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Title: Title: _______________________________
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Date: Date: _______________________________
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Exhibit A
Loan Prospector(SM) Software Vendor
Schedule
Software Vendor agrees to commit to a target data for each of the following
critical project milestones:
================================================================================================
Event Target Date
================================================================================================
Completion of Interface Software Vendor to fill in dates
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Export File submitted for approval
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Screen prints submitted for approval (including
communications log)
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Completion of Communications protocol
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[NOTE: The dates must still be filled in.)
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Exhibit B
Loan Prospector(SM) Software Vendor
Implementation and Training Responsibilities
. The Software Vendor will be available to work jointly with Xxxxxxx Mac and
the customer when the Software Vendor interface and Loan Prospector are
being implemented.
. During installation and operational testing of Loan Prospector, the
Software. Vendor is expected to be available to address any customer and
Xxxxxxx Mac questions related to the Software Vendor's software.
. The Software Vendor's user manuals with respect to the Loan Prospector
interface will include the following information:
1. Loan Prospector interface installation instructions
2. Information about Loan Prospector screens/options
3. Algorithms for derived data fields and all Loan Prospector
required data edits.
. All documentation distributed to customers which discusses Loan Prospector
must be reviewed and approved by Xxxxxxx Mac prior to distribution. Xxxxxxx
Mac requires, at a minimum, one week to review and approve new and revised
software documentation that mentions Loan Prospector. More time may be
necessary for complex or lengthy documentation.
. Xxxxxxx Mac reserves the right to approve all modems for use with the
software. Software Vendor must provide the customer with the initialization
strings required for each acceptable modem type.
. The Software Vendor will make available to their customers timely and
adequate training on the use of the interface.
. For those origination systems that provide on-line help, the help must
include information on bow to use the Interface.
. The Software Vendor is responsible for fully testing the interface. Xxxxxxx
Mac will provide the Software Vendor with an implementation packet which
includes a set of standard test cases for Loan Prospector. Xxxxxxx Mac will
use these test cases to test whether the software works correctly. The
Software Vendor must provide Xxxxxxx Mac the results of these test cases in
a export file format.
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. Software Vendor must acknowledge within two hours customer inquiries
related to operations of the interface Made by Xxxxxxx Mae's customer
support groups. All "level one" inquiries must be resolved by the Software
Vendor within 24 hours, and all "level two" inquiries must be resolved
within 48 hours. "Level one" are high priority inquiries. Example: the
interface/system is not operational. "Level two" are low priority
inquiries. Example: the interface/system will not process a particular
loan.
. Software Vendor must respond to inquiries within one business day made by
Xxxxxxx Mac's training and implementation groups.
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EXHIBIT C
Loan Prospector(SM)/1/ Software Vendor Marketing Responsibilities
. Xxxxxxx Mac's automated underwriting product should be referred to as Loan
Prospector in all communications.
. The product name, Xxxxxxx Mac's Loan Prospector(SM) or Loan Prospector(SM),
is the correct name to use to address Xxxxxxx Mae's automated underwriting
service.
. The first use of Loan Prospector (even in a title) in printed materials
(letters, brochures, memos, videos and system demonstrations etc.) must
have the service xxxx identifier. Example: Loan Prospector(SM). Subsequent
references to Loan Prospector in the same material does not need the
service xxxx designation. With the first use of Loan Prospector, a footnote
should indicate that Loan Prospector is a service xxxx belonging to Xxxxxxx
Xxx.
. The company name is always Xxxxxxx Mac. Do not refer to Xxxxxxx Mac as the
Federal Home Loan Mortgage or FHLMC.
. Any mention of Xxxxxxx Mac and/or Loan Prospector in materials that will be
distributed to customers must be reviewed and approved by Xxxxxxx Mac prior
to distribution. This includes, but is not limited to, press releases,
newsletters, advertising, brochures, all sales collateral, and all other
audio visual materials.
. Xxxxxxx Mac requires, at a minimum, at least five full business days to
review and approve marketing, advertising copy or other promotional
materials and at least five, full business days for audio visual materials.
_____________
/1/ Loan Prospector is a service xxxx belonging to Xxxxxxx Mac.
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