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Exhibit 10.16
INFORMATION PROCESSING SYSTEM AGREEMENT #
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INFORMATION PROCESSING SYSTEM AGREEMENT
BY AND BETWEEN
OPEN SOLUTIONS INC.,
a Delaware corporation
(OSI)
AND
[Click here and type name]
--------------------------
(Licensee)
effective as of [Click here and type name], 1998
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TABLE OF CONTENTS
Page
INFORMATION PROCESSING SYSTEM AGREEMENT........................................1
1. Parties...............................................................1
2. Components............................................................1
3. Definitions...........................................................2
4. Entirety of Agreement.................................................5
5. Products and Services.................................................5
6. Payments and Terms of Payment.........................................5
7. License Fees..........................................................6
8. Term..................................................................9
9. Termination...........................................................9
10. State Laws...........................................................10
11. Amendments...........................................................10
12. Acceptance...........................................................10
13. Limitation of Liability..............................................10
14. Warranties, Representations and Limitations..........................12
15. Notification of Changes..............................................12
INITIAL PRODUCT ORDER.........................................................14
IMPLEMENTATION FEE SCHEDULE...................................................15
LICENSE FEE SCHEDULE..........................................................17
END USER SOFTWARE LICENSE.....................................................19
1. Grant of License.....................................................19
2. Ownership of Software................................................21
3. Maintenance and Support Services.....................................21
4. Termination of License...............................................21
5. Notice of Default....................................................23
6. Force Majeure........................................................24
7. Infringement.........................................................24
8. Confidentiality......................................................25
9. Miscellaneous........................................................27
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SUPPORT SERVICES TERMS AND CONDITIONS.........................................29
1. Definitions..........................................................29
2. Support Coverage.....................................................30
3. Support Services.....................................................30
4. Term and Termination.................................................31
5. Fees and Payment.....................................................31
6. Response, Problem Resolution Standards and Error Correction..........32
7. Confidentiality......................................................32
8. Exclusions...........................................................32
9. Limitation of Liability..............................................33
MAINTENANCE AND SUPPORT SERVICES FEE SCHEDULE.................................34
IMPLEMENTATION TERMS AND CONDITIONS...........................................35
1. Implementation.......................................................35
2. Implementation Services..............................................37
3. Fees and Payment.....................................................38
4. Term and Termination.................................................38
5. Confidentiality......................................................39
6. Exclusions...........................................................39
7. Limitation of Liability..............................................39
TRAINING SCHEDULE.............................................................41
ESCROW TERMS AND CONDITIONS...................................................44
1. Source Code Agreement................................................44
2. License..............................................................44
3. Definitions..........................................................45
AMENDMENTS TO AGREEMENT.......................................................46
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INFORMATION PROCESSING SYSTEM AGREEMENT
1. PARTIES
This INFORMATION PROCESSING SYSTEM AGREEMENT (the "Agreement") is made and
entered into by and between Open Solutions Inc., a Delaware corporation (OSI),
and:
[CLICK HERE AND TYPE NAME] (the "Licensee")
whose address is: [CLICK HERE AND TYPE NAME]
[CLICK HERE AND TYPE NAME]
as of the "Effective Date" (as defined in section 3.5 below).
2. COMPONENTS
This Agreement incorporates the following attachments which bear the same
Agreement Number as set out in the header to this page above, each such
attachment being referred to individually as an "Attachment" and collectively as
the "Attachments":
a) Initial Product Order (Attachment #1).
b) End User Software License (Attachment #2).
c) Support Services Terms and Conditions (Attachment #3).
d) Maintenance and Support Services Fee Schedule, which shall be
updated from time to time (Attachment #4).
e) Implementation Terms and Conditions (Attachment #5).
f) Training Schedule (Attachment #6).
g) Escrow Terms and Conditions (Attachment #7).
This Agreement may also incorporate Additional Product Orders and Services
Orders bearing the same Agreement Number as set out above, provided that:
a) OSI has provided the Additional Product Order or Service Order
form to Licensee;
b) OSI and the Licensee both execute such Additional Product
Order or Service Order; and
c) Attachments to an Additional Product Order or Service Order
shall only apply to the Additional Product Order or Service
Order to which they are attached. Such attachments shall have
no force or effect as to any other product order, service
order, purchase order, confirmation or
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similar form, whether pre-existing or subsequently entered
into, even if signed by the parties after the date hereof.
3. DEFINITIONS
For purposes of this Agreement, capitalized terms wherever defined and used
shall have the same meaning throughout this Agreement, unless otherwise
specifically limited in this Agreement or a specific Attachment. The following
definitions shall apply throughout this Agreement and its Attachments, unless
specifically provided otherwise:
3.01 ACCOUNT: The combined total of Licensee's asset and liability
accounts processed on the system.
3.1 CONVERSION: The conversion and formatting of Licensee's
existing data for use with the Licensed Software.
3.2 DESIGNATED COMPUTER HARDWARE: The computer and network
equipment listed on the Initial Product Order which OSI
believes is compatible with the Licensed Software (as
hereinafter defined), and such other computer and network
equipment which OSI believes is compatible with the Licensed
Software.
3.3 DESIGNATED LOCATION: The street address of the primary data
base server which is part of the Designated Computer Hardware.
The Licensee may change the Designated Location by providing
written notice to OSI.
3.4 DOCUMENTATION: All technical materials and documents, whether
in hard copy or magnetic media or machine readable form,
regarding the capabilities, operation, installation and use of
the Licensed Software (as hereinafter defined).
3.5 EFFECTIVE DATE: The date that this Agreement is last signed by
the duly authorized signatory of either OSI or Licensee.
3.6 HIGHER LEVEL LICENSE FEE: A license fee required to be paid by
Licensee as a result of Licensee or any entity in the Licensee
Group merging, adding affiliates or otherwise increasing
beyond the aggregate asset size or number of accounts for
which Licensee has already paid a License Fee or a Higher
Level License Fee under this Agreement.
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3.7 IMPLEMENTATION: The Installation and Conversion of the
Licensee's data for use with the Licensed Software in
accordance with Implementation Terms and Conditions
(Attachment #5).
3.8 INCURRED EXPENSES: Reasonable travel and living expenses and
other reasonable out-of-pocket expenses incurred in
Implementation, Training, or Support Services, including
(without limitation) file conversion costs; optional products
and services, or hardware requested or authorized by Licensee,
shipping charges; courier or delivery charges; tape, cartridge
or diskette costs; or voice or non-voice telephone or
communication costs.
3.9 LICENSE: The restricted right to use the Licensed Software (as
hereinafter defined) granted to Licensee by OSI in accordance
with the terms of the End User Software License
(Attachment #2).
3.10 LICENSE YEAR: Any 12 month period that commences on the
Effective Date, or an anniversary of the Effective Date, and
ends at midnight on the day before an anniversary of the
Effective Date.
3.11 LICENSED SOFTWARE: All versions of OSI's Proprietary Software
(as hereinafter defined) and Third Party Software (as
hereinafter defined) licensed by OSI to Licensee under this
Agreement.
3.12 LICENSEE GROUP: A subsidiary or affiliate of the Licensee, the
parent corporation of Licensee, and any holding company of
which Licensee is a subsidiary. For the purpose of this
subsection, an affiliate will mean a corporation that is more
than fifty percent (50%) owned directly or indirectly by the
parent corporation of a Licensee, a subsidiary shall be a
corporation of which Licensee directly or indirectly owns more
than fifty percent (50%), and a parent corporation shall be a
corporation that directly or indirectly owns more than fifty
percent (50%) of Licensee, but only so long as such entities
continue to qualify as such an affiliate, subsidiary or parent
corporation.
3.13 LIVE PRODUCTION: Processing Licensee's data in an actual
production mode as opposed to testing mode only.
3.14 OSI'S DATABASE MODEL: The version(s) of the database model,
design and algorithm owned and developed by OSI and
incorporated into OSI's Proprietary Software (as hereinafter
defined).
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3.15 OSI'S PROPRIETARY SOFTWARE: All version(s) of software owned
by OSI and OSI's Database Model.
3.16 OSI BASE SYSTEM: The OSI Proprietary Software containing the
functional content defined as part of the base system in the
Initial Product Order.
3.17 OSI OPTIONAL MODULES: Software modules developed and
proprietary to OSI which are not included as part of the base
system but which may be licensed by Licensee for an additional
license fee.
3.18 REMOTE LOCATIONS: The street addresses of locations other than
the Designated Location where terminals and computers are
connected to the Licensed Software through the Licensee's
local and wide area networks. The Licensee may change Remote
Locations by providing written notice to OSI.
3.19 SCHEDULED LIVE PRODUCTION DATE: The date specified in the
initial product order on which the Licensee anticipates using
the Software for Live Production.
3.20 SOFTWARE: The version(s) of OSI's Proprietary Software, and
Third Party Software (as hereinafter defined) ordered by
Licensee through OSI, as set forth in the Product Orders, in
object code format or database code format, together with the
Documentation provided to Licensee by OSI, including updates,
modifications or new releases of such software programs and
Documentation that may be provided by OSI to the Licensee from
time to time.
3.21 SPECIFICATIONS: All specifications set forth in:
a) this Agreement,
b) the Report (as defined in the Implementation Terms
and Conditions)
c) the Documentation and
d) all other functional and technical specifications
applicable to the Licensed Software.
3.22 TERM: The initial five (5) year term of this Agreement or any
extension of such initial term or any subsequent term as
provided for herein.
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3.23 THIRD PARTY SOFTWARE: All version(s) of:
a) Software owned by third parties and integrated by OSI
into OSI's Proprietary Software and provided and
sub-licensed to Licensee by OSI ("Third Party
Software Licensed from OSI"), and
b) Software owned by third parties under which, or with
which, OSI's Proprietary Software operates and which
is provided and licensed to Licensee by third party
providers ("Third Party Software Licensed from Third
Party").
4. ENTIRETY OF AGREEMENT
Each party's acceptance of this Agreement (as indicated by execution hereof by
their duly authorized representative) was and is limited to and is expressly
conditioned upon the other party's acceptance of the terms contained in this
Agreement, and its Attachments, to the exclusion of all other terms.
Accordingly, both parties agree that this Agreement and its Attachments are the
complete and exclusive statement of the mutual understanding of the parties and
shall and do supersede and cancel all previous written and oral agreements and
communications relating to the subject matter of this Agreement and its
Attachments.
5. PRODUCTS AND SERVICES
OSI will provide Licensee with the following:
a) OSI's Licensed Software as indicated on the Initial
Product Order.
b) a limited license to use the Licensed Software,
subject to the conditions set forth in the END USER
SOFTWARE LICENSE.
c) the maintenance and support services set forth in the
SUPPORT SERVICES TERMS AND CONDITIONS on the terms
set forth therein and subject to the MAINTENANCE AND
SUPPORT FEE SERVICES SCHEDULE.
d) the initial review, on-site survey and system
implementation, as set forth in the IMPLEMENTATION
TERMS AND CONDITIONS, and training services as set
forth in the TRAINING SCHEDULE.
e) a full and current version and previous version of
the Proprietary Software in escrow, pursuant to the
ESCROW TERMS AND CONDITIONS.
6. PAYMENTS AND TERMS OF PAYMENT
The fees required to be paid by Licensee to OSI under this Agreement include,
but may not be limited to, the initial License Fee, Third Party Software License
Fees, Third Party Interface Fees, Higher Level License Fees, an Annual Support
Fee, a
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Training Fee, an Implementation Fee and Incurred Expenses, all as set out below.
In the event that Licensee requires, or requests, additional services then
additional fees will be required. All invoices are due and payable when
delivered. If OSI fails to invoice for a fee or Incurred Expenses, such failure
shall not waive the requirement for payment of the same. Any invoice or fee not
paid within thirty (30) days of the date due shall incur interest at the rate of
1.5% per month from the due date until paid to cover OSI's costs of collections
as well as interest, or, if lower, the maximum rate allowed by law. All amounts
due under this Agreement shall be paid in U.S. dollars.
Amounts payable to OSI hereunder are payable in full without deduction, or set
off, and shall be in addition to all sales, use or other taxes or duties, which
Licensee shall also be responsible for paying. Licensee shall duly and timely
pay all taxes and duties, however designed, levied or based upon amounts payable
to OSI hereunder (exclusive of United States Federal, state or local taxes based
upon the net income of OSI) or the license, use or possession of the Licensed
Software. Licensee agrees to indemnify and hold OSI harmless from any such taxes
or duties which any federal, state or local taxing authority requires OSI to
pay. Licensee may challenge the applicability of any such tax so long as it
fully complies with applicable law in making such challenge, to include paying
the tax or giving OSI other satisfactory assurance of compliance, if payment is
required in order to make such challenge.
7. LICENSE FEES
7.1 INITIAL LICENSE FEES
The Initial License Fees for the OSI Proprietary Software and OSI
Optional Modules and Third Party Software Licensed From OSI, are set
forth in the Initial Product Order and any subsequent Product Order(s).
The Initial License Fee is calculated according to the License Fee
Schedule Set forth in the Initial Product Order (Attachment #1).
7.2 PAYMENT OF INITIAL LICENSE FEES AND THIRD PARTY SOFTWARE
LICENSE FEES Initial License fees for OSI Proprietary Software and OSI
Optional Modules and License Fees for Third Party Software Licensed
from OSI are due and payable according to the following schedule:
EVENT % PAYMENT
----- ---------
Execution and Delivery of Agreement 30%
Delivery of the OSI Proprietary Software and 70%
of Third Party Software Licensed from OSI
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7.3 HIGHER LEVEL LICENSE FEES
If Licensee or any entity in the Licensee Group, or any of them,
merges, adds affiliates or otherwise increases beyond the aggregate
asset size or number of actual accounts (active and inactive) for which
Licensee has already paid a Licensee Fee or a Higher Level License Fee
under this Agreement, Licensee agrees to pay an additional Higher Level
License Fee as provided for in Initial Product Order (Attachment #1).
7.4 ANNUAL SUPPORT FEES
Annual Support Fees are set forth in the Support Services Terms and
Conditions (Attachment #3) and the Maintenance and Support Services Fee
Schedule (Attachment #4). Annual support fees are based upon License
Fees paid in accordance with The Initial Product Order (Attachment #1),
Higher Level License Fees if applicable, Fees for Third Party Software
Licensed from OSI as indicated on The Initial Product Order as well as
Fees for additional third party software installed during the term of
this agreement including Fees resulting from additional usage of third
party software as indicated in additional seats installed, Fees for
third Party interfaces as indicated on the initial Product Order as
well as Fees for additional interfaces ordered and installed during the
term of this agreement and Fees for OSI Optional Modules as indicated
on the Initial Product Order as well as Fees for additional OSI
Optional Modules ordered and installed during the term of this
agreement and the Annual Support Fee Rate (Attachment #4) in effect at
the commencement of a License Year.
Annual support for OSI Proprietary Software, Third Party Interfaces,
OSI Optional Modules and Third Party Software Licensed from OSI
commences at conversion to Live Production use. Annual Support Fees are
due and payable upon receipt by Licensee of OSI's invoice.
At Licensee's option, Licensee may prepay Annual Support Fees for the
first four years of a five year term, and receive the fifth year of
support for no additional charge except however that additional Annual
Support Fees resulting from Higher Level License Fees as specified in
Section 7.3 of the Information Processing System Agreement would be due
in accordance with the Support Services Terms and Conditions.
7.5 IMPLEMENTATION FEES
Fees shall be due and payable for the following services related to
implementation and conversion (collectively referred to as
"Implementation Fees"). Such Implementation Fees are set out in the Fee
Schedule attached to
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the Initial Product Order (Attachment #1). Implementation fees shall be
due and payable at the time of commencement of performance of the
service for which the fee is charged and shall be deemed earned when
the service is commenced because of the requirement for OSI to allocate
resources for the performance of such services. OSI shall be entitled
to xxxx for and collect an additional Implementation Fee, to be paid in
advance, if Implementation is required whenever Licensee or any entity
in the Licensee Group merges, adds affiliates, or otherwise changes its
organization or structure such that implementation services are
required from OSI.
7.5.1 CONVERSION SUPPORT SERVICES FEE
Licensee shall pay to OSI a Conversion Support Services Fee
for OSI's agreement to perform the activities and processes
provided for in subsections 1.a and 1.f of the Implementation
Terms and Conditions (Attachment #5).
7.5.2 DATA CONVERSION SERVICES FEE
Licensee shall pay to OSI a Data Conversion Services Fee for
OSI's agreement to perform the activities and processes
provided for in subsections 1.e., 1.j., and 1.k. of the
Implementation Terms and Conditions (Attachment #5).
7.5.3 CLIENT/SERVER IMPLEMENTATION SERVICES FEE
Licensee shall pay to OSI a Client/Server Implementation
Services Fee for OSI's agreement to perform the activities and
processes provided for in subsections 1.b., 1.c., 1.d., 1.g.,
and 1.h of the Implementation Terms and Conditions
(Attachment #5).
7.6 TRAINING FEE
A Training Fee is due and payable upon execution and delivery of this
Agreement by Licensee. The Training Fee is set out in the Fee Schedule
attached to the Initial Product Order.
7.7 THIRD PARTY INTERFACE FEE
Licensee shall pay to OSI a Third Party Interface as set out in the Fee
Schedule attached to the Initial Product Order (Attachment #1) for each
Third Party Interface provided, or developed by OSI. Unless defined in
an amendment to the contrary, all Third Party Interfaces are presumed
to conform to OSI's standard interface form, if the Third Party
Software for which the Third Party Interface has been provided is
rewritten or modified in such a manner that only serves the needs of a
single Licensee or vendor or requires the development of a non-standard
interface, then OSI reserves the right to charge
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an additional Third Party Interface Fee for any such interface which
must be rewritten or developed. In addition to Third Party Interface
fees Licensee shall pay an annual support fee for Third Party
Interfaces as provided for in paragraph 7.4 above.
7.8 INCURRED EXPENSES
Incurred Expenses shall be due and payable immediately upon receipt by
Licensee of OSI's invoice for such incurred expenses.
7.9 FEE CHANGES
OSI reserves the right to adjust its fees and prices at any time
subject to thirty (30) days' advance notice. Such changes shall have no
retroactive effect on Licensee.
7.10 DECONVERSION FEE
Upon termination of this Agreement, if OSI provides services to
Licensee in connection with such termination, for example assisting in
data conversion, then Licensee shall pay to OSI fees for such services
based upon OSI's then standard rates plus all out-of-pocket expenses
incurred by OSI in performing such services.
8. TERM
Subject to termination by OSI or Licensee as herein provided, the initial term
of License with respect to the OSI Licensed Documentation and Licensed Software
hereunder shall be five (5) years. The License shall be automatically renewed
after five (5) years and each subsequent year thereafter, if Licensee is not
then in material default under the terms of this Agreement and without
requirement for payment by the Licensee of a Higher Level License Fee, if, but
only if, the Licensee has not grown in Asset Size or Number of Accounts beyond
the next level as listed in the Fee Schedule set out on the Initial Product
Order (Attachment #1).
9. TERMINATION
Licensee may terminate the License granted under this Agreement by giving OSI a
sixty (60) day prior written notice of termination. OSI, or Licensee, may
terminate the License as provided in the "End User Software License" the
"Implementation Terms & Conditions," and the "Support Services Terms &
Conditions." However, except for the License and except as otherwise expressly
provided herein, the terms, conditions and obligations of this Agreement shall
survive Termination. Termination shall not be an exclusive remedy and all other
remedies shall be available whether or not the License or this Agreement is
terminated.
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If Licensee terminates this Agreement pursuant to this Section prior to the end
of the existing term, then the Licensee shall immediately pay to OSI all moneys
due and payable to OSI at the time of termination in accordance with the terms
of this Agreement, and in addition, as a termination fee and not as a penalty,
Licensee shall pay to OSI one/half of the fees which would be or become due and
payable pursuant to the Support Services Terms & Conditions for the balance of
the unexpired term.
10. STATE LAWS
This Agreement shall be deemed to have been made in, and be construed pursuant
to the laws of the State of Connecticut and the United States without regard to
conflicts of laws provisions thereof.
11. AMENDMENTS
This Agreement may only be changed or modified by a written agreement duly
signed by authorized representatives of both parties. Any waiver of any
provision of this Agreement shall be effective only if made in writing and
signed by a duly authorized representative of the waiving party.
12. ACCEPTANCE
By their execution below, the parties, through their duly authorized
representatives, accept and enter into this Agreement and agree to be bound by
its terms and conditions. The undersigned individuals represent that each is
duly authorized and empowered and directed to execute this Agreement on behalf
of their respective organization.
13. LIMITATION OF LIABILITY
13.1 OSI'S TOTAL LIABILITY TO LICENSEE OR ANY ENTITY IN THE LICENSEE GROUP
UNDER ANY PROVISION OF THIS AGREEMENT OR FOR ANY AND ALL CLAIMS, LOSSES OR
DAMAGES RELATING TO THE LICENSED PRODUCTS (WHETHER BASED ON TORT, CONTRACT, OR
ANY OTHER THEORY) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO
OSI AS LICENSE FEES FOR THE LICENSED SOFTWARE GIVING RISE TO THE LIABILITY. THE
PARTIES ACKNOWLEDGE THAT EACH OF THEM RELIED UPON THE INCLUSION OF THIS
LIMITATION IN CONSIDERATION OF ENTERING INTO THIS AGREEMENT.
13.2 EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, AND IN
SECTION 7 OF THE END USER SOFTWARE LICENSE
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(ATTACHMENT #2), OSI SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE.
13.3 IN NO EVENT SHALL OSI OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, OR
INABILITY TO USE, THE LICENSED PRODUCTS OR ARISING OUT OF ANY OTHER
CIRCUMSTANCES ASSOCIATED WITH THE SUBJECT MATTER OF THIS AGREEMENT AND ITS
ATTACHMENTS, AND IN SUCH RESPECT LICENSEE AND LICENSEE GROUP SHALL NOT BE
ENTITLED TO DAMAGES BASED ON LOSS OF PROFIT, LOSS OR INTERRUPTION OF DATA OR
COMPUTER TIME, ALTERATION OR ERRONEOUS TRANSMISSION OF DATA, EVEN IF OSI IS
ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF
SUCH POSSIBILITY.
13.4 THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT TAKE THE PLACE OF AND
SUPERSEDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND WHETHER OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, OSI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED
SOFTWARE OR DOCUMENTATION.
13.5 THE LICENSEE UNDERSTANDS THAT OSI IS NOT RESPONSIBLE FOR AND WILL HAVE
NO LIABILITY FOR AND DOES NOT WARRANT ANY HARDWARE, SOFTWARE PRODUCED BY OTHERS
AND LICENSED TO LICENSEE, WHETHER DIRECTLY FROM THE THIRD PARTY OR THROUGH OSI
AS A SUBLICENSOR, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OTHER
THAN OSI.
13.6 EXCEPT FOR OSI'S INDEMNITY OBLIGATIONS UNDER SECTION 7 (RELATING TO
INTELLECTUAL PROPERTY INFRINGEMENTS) OF THE END USER SOFTWARE LICENSE
(ATTACHMENT #2), OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 OF
THE END USER SOFTWARE LICENSE AND SECTION 5 OF THE IMPLEMENTATION TERMS AND
CONDITIONS (ATTACHMENT #5), AND ANY LIABILITY OSI MAY HAVE FOR PERSONAL INJURY
OR DAMAGE OR DESTRUCTION OF REAL OR TANGIBLE PERSONAL PROPERTY, OSI'S LIABILITY
TO LICENSEE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION AND
WHETHER IN CONTRACT OR TORT, OR AT LAW OR EQUITY, SHALL
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NOT EXCEED THE AMOUNTS ACTUALLY PAID TO OSI BY LICENSEE HEREUNDER.
13.7 THE TERMS AND CONDITIONS OF THIS AGREEMENT CONSTITUTE A SERVICE
CONTRACT AND NOT A PRODUCT WARRANTY. THE LICENSED SOFTWARE AND ALL MATERIALS
RELATED TO THE LICENSED SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET
FORTH IN THIS AGREEMENT.
13.8 THE TERMS AND CONDITIONS OF THIS SECTION 13 SHALL SURVIVE TERMINATION
OF THIS AGREEMENT FOR ANY REASON.
14. WARRANTIES, REPRESENTATIONS AND LIMITATIONS
OSI WARRANTS AND REPRESENTS THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN
ACCORDANCE WITH THE SPECIFICATIONS PERIODICALLY DELIVERED BY OSI TO LICENSEE.
OSI AGREES THAT IT WILL NOT WRONGFULLY DISABLE OR OTHERWISE RENDER INOPERABLE
THE SOFTWARE OR ANY OTHER HARDWARE OR SOFTWARE ON LICENSEE'S COMPUTER SYSTEM FOR
ANY REASON. ANY LIMITATION OF LIABILITIES SET OUT IN THIS SECTION AND WITH
RESPECT TO OSI WILL BE NULL AND VOID IF OSI BREACHES ITS AGREEMENT SET FORTH IN
THE IMMEDIATELY PRECEDING SENTENCE.
THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, WARRANTY
LIMITATIONS, LIABILITY LIMITATIONS AND USE LIMITATIONS. EACH PARTY RECOGNIZES
AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN
THIS AGREEMENT AND ITS ATTACHMENTS ARE A MATERIAL BARGAINED FOR BASIS OF THIS
AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN
DETERMINING THE CONSIDERATION TO BE GIVEN AND ACCEPTED BY EACH PARTY UNDER THIS
AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
15. NOTIFICATION OF CHANGES
Licensee shall notify OSI prior to changes to or installation of hardware or
equipment in addition to the Designated Computer Hardware. Licensee also shall
provide a written report to OSI on or prior to each anniversary of an Effective
Date of Licensee's Asset and Account size. Provision of support and maintenance
by OSI to
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Licensee under the Support Services Terms and Conditions is conditioned upon
Licensee promptly notifying OSI of such changes to or installation of hardware
or equipment in addition to the Designated Computer Hardware.
Licensee: [CLICK HERE AND TYPE NAME]
--------------------------
Signature: _____________________________________ Date: ____________________
Name: __________________________________________ Title: ___________________
Address: [CLICK HERE AND TYPE NAME]
--------------------------
City: [CLICK HERE AND TYPE NAME] State: [CLICK HERE AND TYPE NAME] Zip:
-------------------------- --------------------------
[CLICK HERE AND TYPE NAME]
--------------------------
OPEN SOLUTIONS INC.
Signature: _____________________________________ Date: ____________________
Name: [CLICK HERE AND TYPE NAME] Title: [CLICK HERE AND TYPE NAME]
-------------------------- --------------------------
Address: 000 Xxxxxxx Xxxxx Xxxxx
-----------------------
City: Glastonbury State: CT Zip: 06033
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INITIAL PRODUCT ORDER
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IMPLEMENTATION FEE SCHEDULE
MAN DAYS FEES
-------- ----
CONVERSION SUPPORT SERVICES FEE:
- Project Management
- Project plan development and review
- Status reporting
- Kickoff meeting
DATA CONVERSION SERVICES FEE
- Product mapping
- Inventory products
- Conversion programming
- Testing and error resolution
HISTORY CONVERSION (Optional) ACCOUNTS FEES
Loans -- one year @ $.25 per account
Time Deposits -- one year @$.15 per account
Savings -- three months @ $.15 per account
DDA -- one month @$.15 per account
CLIENT SERVER IMPLEMENTATION FEE:
- Verification of the operability of the
client server environment
- Installation of Oracle, Data Replication
& Financial Printing Software, etc.
CERTIFICATION OF THE NETWORK BY
OSI-SANCTIONED ENGINEERS
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TRAINING FEE:
- Allowance 52 Student Days
Curriculum
- ERA Training
Product Manager/Product Setup
Workshop
- Deposit Training
- Loan Training
- Operations Training
- IRS Reporting
OPTIONAL OSI MODULES
Note: Training conducted at OSI (co-mingled with other clients)
Additional student days available at $250/day during pre-installation
period For training at OSI, rates do not include lodging, meals and
transportation for client personnel
Total Implementation Fee (excluding out-of-pocket expenses)
ADDITIONAL SERVICES PER DIEM: 800
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LICENSE FEE SCHEDULE
(EFFECTIVE JANUARY 1, 1998)
(License Fees are based on the higher of asset size or number of
actual accounts)
ASSET SIZE OR NUMBER OF ACCOUNTS LICENSE FEE FOR OSI BASE SYSTEM
-------------------------------- -------------------------------
<$60M or 7,200 Accounts $140,000
<$100M or 15,000 Accounts $175,000
<$175M or 25,000 Accounts $225,000
<$250M or 40,000 Accounts $250,000
<$300M or 60,000 Accounts $300,000
<$400M or 75,000 Accounts $375,000
<$500M or 85,000 Accounts $450,000
<$600M or 100,000 Accounts $550,000
<$700M or 120,000 Accounts $650,000
<$800M or 140,000 Accounts $750,000
<$900M or 160,000 Accounts $825,000
<$1B or 180,000 Accounts $875,000
<1.1B or 200,000 Accounts $925,000
<1.2B or 220,000 Accounts $975,000
<1.3B or 240,000 Accounts $1,025,000
<1.4B or 260,000 Accounts $1,075,000
<1.5B or 280,000 Accounts $1,125,000
<1.7B or 320,000 Accounts $1,275,000
<1.9B or 360,000 Accounts $1,425,000
<2.1B or 400,000 Accounts $1,500,000
The License Fee Schedule, and the Annual Support Fee Rate are subject to change.
License fees based upon the number of accounts shall be adjusted after
conversion when the actual number of converted accounts has been determined, and
shall include both active and inactive accounts which are converted by OSI.
Additions to or changes in the Licensee's Designated Computer Hardware
subsequent to Conversion and Installation will result in additional Initial
License Fees.
The Higher Level License Fee shall be equal to the difference between the sum of
the Initial License Fee plus any subsequent Higher Level License Fees already
paid by Licensee under this Agreement and the then current License Fee for the
asset size or number of accounts according to OSI's then current License Fee
Schedule.
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Increases in Licensee's Asset or Account size may result in increases in Annual
Support Fees for OSI Proprietary Software, OSI Optional Modules and Third Party
Interfaces. Additions to or changes in the Licensee's Designated Computer
Hardware subsequent to Conversion and Installation may result in additional
Annual Support Fees for Third Party Software Licensed from OSI.
If the Licensee has grown to the next level or beyond then Licensee shall pay to
OSI the differential between the original license fee paid by Licensee and the
next level or levels of the then current "License Fee Schedule."
ADDITIONAL ATTACHMENTS FOLLOW
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END USER SOFTWARE LICENSE
This End User Software License (the "License Agreement") (Attachment #2) to this
Agreement relates to and is hereby incorporated into the Information System
Processing Agreement bearing the number set out in the heading to this page.
Capitalized terms not defined in this License Agreement have the same meaning as
defined elsewhere in this Agreement.
1. GRANT OF LICENSE
Subject to the terms and conditions set forth in this Agreement, OSI grants
Licensee and only Licensee, a restricted right (the "License") to use the
Licensed Software for its own internal business operations and operations of any
entity in the Licensee Group during the Term of this Agreement. This right does
not apply to acquired institutions or other entities in the Licensee Group
without payment of incremental License Fees calculated per the then current
"License Fee Schedule" which forms a part of the Initial Product Order
(Attachment #1).
1.1 RESTRICTIONS ON LICENSE
The License granted hereunder is a non-exclusive, non-transferable,
non-assignable, non-sublicensable right to use OSI's Proprietary
Software during the term of this Agreement to process its own data, and
the data of entities in the Licensee Group. The License granted
hereunder is also a non-exclusive, non-transferable, non-assignable,
non-sublicensable right to use the Third Party Software licensed from
OSI during the term of this Agreement to process its own data, and the
data of entities in the Licensee Group. Provided, however, Licensee may
process the data only of such entity in the Licensee Group for which
Licensee paid or pays, prior to commencement of processing for such
entity in the Licensee Group, License Fees at all times sufficient for
the aggregate asset size calculated in combination with the asset size
of Licensee, or the aggregate number of accounts calculated in
combination with the number of accounts of Licensee.
The License is subject to the further restrictions and limitations
provided in this Agreement and this License Agreement and OSI's master
licensing agreements with such third parties.
Except as otherwise provided in the Escrow Terms and Conditions,
Licensee has no right to receive, use or examine any Source Code (as
defined in the
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Escrow Terms and Conditions) or design documentation relating to the
Licensed Software and the License grants no such right.
The License gives Licensee the right to make such copies of the
Licensed Software and Documentation as are reasonably necessary for
Licensee's internal use of the Licensed Software and Documentation as
contemplated hereunder and for back up and archival purposes. In
exercising this right, Licensee shall reproduce and include the
copyright notice and any other proprietary right notices and
restrictions on use that appear on the original Licensed Software and
Documentation on any copies and any media therefor.
Licensee shall not, and shall not allow any third party to, without
OSI's prior written consent:
a) translate, interpret, decompile, disassemble, or otherwise
reverse engineer or attempt to reconstruct or discover any
source code, algorithms or underlying ideas incorporated in
the License Software,
b) remove any product identification, copyright or other notices
from the Licensed Software,
c) provide, lease, lend, use for timesharing or service bureau
purposes or allow others to use the Licensed Software to or
for the benefit of third parties,
d) except as specified in the Specifications or Documentation
provided by OSI, modify, incorporate into other software or
create a derivative work of any part of the Licensed Software,
e) load or use any portion of the Licensed Software (whether or
not modified or incorporated into or with other software) on
or with any machine or system other than Licensee's Designated
Computer Hardware,
f) except if, as and to the extent expressly authorized in the
applicable user Documentation provided by OSI, transmit or use
the Software over a network. This restriction does not
prohibit interfacing to external systems or networks used by
Licensee for its ordinary and necessary business operations,
g) disseminate performance information or analysis (including,
without limitation, benchmarks) to any other party relating to
the Licensed Software,
h) sell applications developed by Licensee which incorporate
access to, or work against OSI's Database Model,
i) make any modifications or additions to the Licensed Software
or Documentation without the prior written consent of OSI.
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2. OWNERSHIP OF SOFTWARE
As between the parties, OSI retains title to and ownership of and all
proprietary rights with respect to the Licensed Software and OSI's Database
Model and all copies and portions thereof, whether or not incorporated into or
with other software. The License does not constitute a sale of the Licensed
Software or any portion or any copy or reproduction of it. The License does not
constitute a sale or transfer of any ownership interest in the Licensed
Software, but merely constitutes a limited right to use the Licensed Software as
set out herein.
3. MAINTENANCE AND SUPPORT SERVICES
Maintenance and Support Services shall be provided under the terms and
conditions set forth in the Support Services Terms and Conditions (Attachment #3
to this Agreement), which forms part of and is incorporated into this Agreement.
OSI has no other obligations to provide support or maintenance or updates,
enhancements, modifications or new releases under this Agreement or this License
Agreement. No obligation of OSI under the Support Services Terms and Conditions
shall survive termination of the License granted hereunder.
4. TERMINATION OF LICENSE
4.1 During the Term of this Agreement, the License shall be
effective until terminated by termination of this Agreement.
In addition to automatic termination at the end of the Term or
any extension, termination can be effected as provided for in
subsections 4.2 and 4.4 below, and Section 4 "Term &
Termination" of the "Implementation Terms and Conditions."
OSI's remedies in the event of a breach by licensee shall
include an action for damages and, in the event of a material
breach of the provisions of Section 1 (relating to
restrictions) or Section 8 (relating to confidentiality)
hereof, equitable relief to enjoin the activity of Licensee
constituting the breach; provided, however, that as a
condition to either such remedy, to the extent that Section 6
below requires written notice of such breach prior to
commencement of a suit or legal action, OSI shall have first
given Licensee such notice.
4.2 In addition to other remedies, in law or equity, available to
OSI hereunder, in the event of a breach by License of the
provisions of sub- section (a) of Subsection 1.1 (relating to
reverse engineering) or Section 8 (relating to
confidentiality) which breach:
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a) threatens to have a material adverse impact on the
value of the Software Confidential Information (as
hereinafter defined), and
b) can be corrected by reasonable corrective steps
available to the Licensee,
OSI may terminate the License so long as it complies
fully with the provisions of this Section 4.2, as
follows:
i) OSI must notify Licensee in writing ("Notice
of Breach") specifying the actions
constituting the alleged breach and the
reasonable steps which it believes can and
must be taken by Licensee to correct such
breach.
ii) If Licensee, within thirty (30) days
following the date of such Notice of Breach,
implements the steps specified by OSI for
correcting the breach, or proposes other
similar reasonable steps calculated to
correct such breach and OSI agrees in
writing to the steps proposed by Licensee,
then OSI may not terminate the License until
Licensee has in good faith taken such steps
and has been unsuccessful in remedying the
breach.
iii) If Licensee fails or refuses, within thirty
(30) days following receipt of such Notice
of Breach, to commence taking the steps
required by OSI, or proposed by Licensee and
approved in writing by OSI, to correct the
breach and OSI elects to terminate the
License, OSI shall provide further written
notice (the "Notice of Termination") to
Licensee of its intention to terminate the
License effective no less than thirty (30)
days after the date of the Notice of
Termination.
iv) Such termination shall only take effect if:
(a) the thirty (30) day notice period
expires without the Licensee having
undertaken reasonable corrective
steps which have either been
concluded or are being continuously
pursued with all reasonable
diligence, and
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(b) the tolling period in effect as
provided in Section 4.3 below, if
any, has expired.
4.3 Any dispute which arises between the parties concerning the
interpretation and application of Section 4.2 or the
performance of the obligations thereof, which dispute cannot
be promptly resolved by the parties, may be submitted by
either party to mediation in Hartford, Connecticut, with the
parties sharing equally the cost of mediation. The termination
of the License provided for in Section 4.2 shall be tolled
pending the completion of and determination of the results of
such mediation.
4.4 Unless otherwise agreed to in writing by OSI, upon termination
of the License Licensee shall immediately cease all use of the
Licensed Software and all portions thereof (whether or not
modified or incorporated with or into other software), return
to OSI or destroy all copies of the Licensed Software and
Documentation and all portions thereof, and have an executive
officer of Licensee so certify in writing to OSI.
4.5 Unless this Agreement has expired, except for the License and
except as otherwise expressly provided herein, the terms of
this Agreement shall survive termination of the License.
5. NOTICE OF DEFAULT
Except as to a breach of the obligations contained in Section 8 (relating to
confidentiality for which no notice is required prior to commencement of a suit
or other legal action), neither party may commence a suit or legal action on
account of a default by the other party in the performance of any or its
obligations under this Agreement, unless the party seeking to bring such suit or
action shall first give the defaulting party written notice of the default,
specifying the nature and circumstances thereof. Such notice shall be given at
least the following number of days prior to the commencement of the suit or
legal action:
a) three (3) business days in the case of defaults under
Section 1;
b) ten (10) days in the case of non-payment; and
c) thirty (30) days in all other cases.
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6. FORCE MAJEURE
Neither party shall be deemed to have breached this Agreement or this License
Agreement by reason of any delay or failure in its performance arising from
events beyond its reasonable control, including, but not limited to, acts of
God, acts of war, riot, epidemic, fire, flood or other disasters.
7. INFRINGEMENT
7.1 OSI represents and warrants that it has the sole ownership of
and/or the right to license and sub-license the Licensed
Software as contemplated by this Agreement and this License
Agreement and has the full power to grant the rights granted
herein without the consent of any other person or entity.
7.2 OSI shall defend, indemnify and hold Licensee and its
officers, directors, agents and employees harmless from and
against any and all claims, suits, damages, liabilities, costs
and expenses (including reasonable attorneys' fees) arising
out of or resulting from any claim that Licensee's use of the
OSI Proprietary Software infringes a United States patent or
copyright, or trademark or misappropriates a trade secret of
any third party, provided OSI is:
a) promptly notified of any and all threats, claims and
proceedings related thereto,
b) given reasonable assistance (at OSI's sole cost and
expense), and
c) given the opportunity to choose counsel, assume sole
control over the defense and all negotiations for a
settlement compromise.
The provisions of this Section 7.2 do not apply to any Third Party Software.
7.3 In the event that the Licensed Software, or any portion
thereof, becomes the subject of a claim of infringement or
misappropriation, OSI may, at its expense, take any of the
following steps so that Licensee's use is not subject to any
claim of infringement or misappropriation and Licensee is
provided with functionally equivalent software, provided that
Licensee's use of the Licensed Software conforms with the
provisions of this Agreement:
a) procure for Licensee the right to continue using the
Licensed Software or
b) replace or modify the infringing portion of the
Licensed Software.
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7.4 The foregoing obligations of OSI do not apply with respect to
software and any other products or portions or components
thereof:
a) which are not the latest available release supplied
by OSI to Licensee,
b) which are modified by Licensee after shipment by OSI,
if the alleged infringement relates to such
modification, unless OSI has consented to the
modification in writing, or such modifications is
otherwise authorized, permitted or provided for under
the Specifications, Documentation or this License
Agreement, or
c) which are combined with other products, processes or
materials where the alleged infringement relates to
such combination, unless OSI has consented in writing
to such combination or such combination is otherwise
authorized, permitted or provided for under the
Specifications, Documentation or this License
Agreement.
7.5 THE FOREGOING STATES THE ENTIRE LIABILITY OF OSI WITH RESPECT
TO INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADEMARKS OR
MISAPPROPRIATION OF TRADE SECRETS BY THE OSI PROPRIETARY
SOFTWARE OR ANY PARTS THEREOF. NO COSTS OR EXPENSES SHALL BE
INCURRED FOR THE ACCOUNT OF OSI BY LICENSEE OR ITS AGENTS
WITHOUT THE PRIOR WRITTEN CONSENT OF OSI.
8. CONFIDENTIALITY
8.1 Licensee acknowledges that, in the course of using the
Licensed Software it may receive confidential information
relating to the Licensed Software including, but not limited
to, the Licensed Software's mode of operation, trade secrets,
know-how, inventions (whether or not patentable), techniques,
processes, programs, ideas, algorithms, schematics, testing
procedures, software design and architecture, computer code
and database model, internal documentation, design and
function specifications, product requirements, problem
reports, analysis and performance information, user
documentation and other technical information, plans and data,
all of which is confidential and of value to OSI's business
(the "Software Confidential Information"). Such Software
Confidential Information shall belong solely to OSI and
Licensee agrees that it will not use or disclose any Software
Confidential Information without OSI's prior written consent,
except as expressly allowed by this License Agreement.
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8.2 As part of the arrangements contemplated by this Agreement,
each party acknowledges that it will receive valuable
business, marketing, financial and other information, plans
and data from the other party which is the confidential
property of the disclosing party. All information and data
which is marked "Confidential" or, in the case of orally
conveyed information, which is confirmed in writing within
thirty (30) days of conveyance to be confidential (the
"General Confidential Information" of the disclosing party)
shall be treated as confidential thereafter. The following
types of information shall always be considered confidential
information (whether or not marked as "Confidential"):
financial information, marketing and business plans, software
products and systems and customer lists. Each of the parties
agrees that it shall not copy, use or disclose any General
Confidential Information of the other party without its prior
written consent, except as expressly allowed by this License
Agreement.
8.3 Each party agrees in respect of General Confidential
Information which it receives from the other party, OSI agrees
in respect of the Licensee Confidential Information and
Licensee agrees in respect of the Software Confidential
Information that it shall:
a) take all reasonable measures to maintain such
information in confidence,
b) disclose such information only to those of its
employees, agents and consultants who have a "need to
know", and only after such employees and consultants
have agreed in writing to be bound by all of the
confidentiality provisions of this License Agreement,
c) not use such information for any purpose other than
the purposes expressly provided herein, and
d) not copy such information except as expressly
provided herein.
Except as provided herein, Licensee shall not, without the
prior written consent of OSI disclose or otherwise make
available the Licensed Software or copies thereof to any third
party. The foregoing provisions shall not preclude Licensee
from operating the Licensed Software in the ordinary course of
Licensee's business for its intended purpose and for the use
licensed hereunder in the presence of third parties or from
providing copies of the output and reports of the Licensed
Software to such third parties.
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8.4 The confidentiality obligations set forth in this License
Agreement shall not apply with respect to information (except
Licensee's Confidential Information) which
a) is or has become readily publicly available without
restriction through no fault of the receiving party
or its employees or agents,
b) is received without restriction from a third party
lawfully in possession of such information and
lawfully empowered to disclose such information,
c) was rightfully in the possession of the receiving
party without restriction prior to its disclosure by
the other party, or
d) is independently developed by employees, consultants
or agents of the receiving party without access to
the Software Confidential Information or the
disclosing party's General Confidential Information.
8.5 The parties recognize and agree that there is no adequate
remedy at law for a breach of the provisions of this Section
8, that such a breach would irreparably harm the
non-disclosing party and that the non-disclosing party is
entitled to equitable relief (including, without limitation,
injunctions) with respect to any such breach or potential
breach in addition to any other remedies available to it at
law or in equity.
8.6 The provisions of this Section 8 shall survive termination or
expiration of the License and this License Agreement for any
reason whatsoever.
9. MISCELLANEOUS
9.1 This Section 9 applies to the entire Agreement of which this
License Agreement is a part as Attachment #2.
9.2 Any notice, report, approval or consent required or permitted
hereunder shall be delivered in writing, or mailed by
registered or certified US mail, postage prepaid or reputable
overnight carrier (e.g. Federal Express) to the address set
forth in the Initial Product Order for notices (or such other
address as a party may designate by ten (10) days written
notice delivered in accordance with this Section 9.2) and
shall be deemed given upon receipt.
9.3 No failure to exercise, and no delay in exercising, on the
part of either party, any privilege, any power or any rights
hereunder will operate as a waiver thereof, nor will any
single or partial exercise of any right or
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power hereunder preclude future exercise of any other right or
power hereunder. If any provision of this License Agreement or
this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary
so that this License Agreement and this Agreement shall
otherwise remain in full force and effect and enforceable.
9.4 The prevailing party in any action to enforce this License
Agreement or this Agreement shall be entitled to recover costs
and expenses including, without limitation, reasonable
attorneys' fees.
9.5 The price and terms of this License Agreement and this
Agreement are confidential and no press release or other
written or oral disclosure of any nature regarding the price
terms of this License Agreement or this Agreement shall be
made by either party without the other party's prior written
approval; however, approval for such disclosure shall be
deemed given to the extent such disclosure is required to
comply with governmental laws, orders, rules or regulations.
9.6 In the event of a conflict or ambiguity among any of the
documents constituting the Specifications, such conflict shall
be resolved first in favor of this Agreement, secondly in
favor of the Report, thirdly in favor of the Documentation and
lastly in favor of the other functional, technical and design
specifications, which have been provided to Licensee by OSI,
and are applicable to the Licensed Software.
ADDITIONAL ATTACHMENTS FOLLOW
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SUPPORT SERVICES TERMS AND CONDITIONS
This Support Services Terms and Conditions (Attachment #3) to this Agreement
relates to and is hereby incorporated into the Information System Processing
Agreement bearing the number set out in the heading to this page. Capitalized
terms not defined in Section 1 below have the same meaning as defined elsewhere
in this Agreement.
1. DEFINITIONS
Unless defined otherwise herein, capitalized terms used in these Support
Services Terms and Conditions shall have the same meaning as set forth in this
Agreement.
1.1 ACCOUNTS: The combined totals of Licensee's liability and
asset accounts processed on the Software.
1.2 ASSET SIZE: The total assets as described in the Licensee's
most recent quarterly report of condition ("Call report")
filed with the Primary Regulator.
1.3 ERROR: A condition in the Licensed Software which causes the
OSI Proprietary Software to fail to operate correctly.
1.4 ERROR CORRECTION: The use of commercially reasonably efforts
to correct Errors.
1.5 FIX: The repair of Licensed Software to remedy an Error.
1.6 PREVIOUS SEQUENTIAL RELEASE: The release of the Licensed
Software replaced by a subsequent release of the same Licensed
Software.
1.7 PRODUCT UPDATES: New releases of the Licensed Software which
support new regulations and provide product enhancements and
Fixes. Product Updates consist of one copy of published
revisions to the printed Documentation and one copy of
revisions the machine readable Licensed Software incorporated
in the Product Updates.
1.8 SUPPORT SERVICES: OSI support services as described in
Section 3.
1.9 TELEPHONE SUPPORT: Technical support telephone assistance
provided by OSI to the Technical Support Contact concerning
problem resolution
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and the use of the then current release of Licensed Software
and the Previous Sequential Release.
1.10 WORK AROUND: A modification of the Licensed Software or a
change in the procedures followed or data supplied by
Licensee.
2. SUPPORT COVERAGE
Subject to the terms hereof, OSI shall provide Support Services to Licensee for
the Licensed Software indicated on the Initial Product Order. OSI shall also
provide Support Services hereunder for each additional Installation of Licensed
Software, provided Licensee pays to OSI Initial License Fees and Annual Support
Fees for such additional Installations as specified in subsequent Product
Orders. Support Services must be obtained separately for each Installation of
Licensed Software.
3. SUPPORT SERVICES
Support Services consist of:
a) Telephone Support provided to the Licensee's Technical Support
Contact concerning the Installation and use of the then
current release of the Licensed Software and Previous
Sequential Release,
b) Product Updates of the Licensed Software that OSI in its
discretion makes generally available to its customer base.
Support Services do not include the physical installation of
Product Updates. Product Updates installation may be performed
by OSI upon Licensee's written request and shall be billable
to Licensee at OSI's then current applicable rate.
c) As part of the Support Services provided hereunder, OSI agrees
to provide Product Updates on a timely basis in order to
enable Licensee to comply with federal banking laws and
regulations pertaining to the subject matter of the Licensed
Software.
d) As provided in the Exclusions section of these Support Terms
and Conditions, as a condition precedent to continued Support
Services and Product Updates, and as a condition precedent to
any warranty of the Licensed Software specifically stated in
this Agreement, Licensee agrees to promptly implement such
modifications, updates and enhancements to the Licensed
Software (in the form of Product Updates) and to Third Party
Software Licensed From Third Party as OSI shall require from
time to time in its sole discretion.
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4. TERM AND TERMINATION
4.1 Support Services shall be provided for the duration of the
End-User Software License, unless terminated by either party
as provided in this Agreement.
4.2 OSI may suspend or cancel Support Services if Licensee fails
to make payments of Annual Support Fees in accordance with
Section 5 titled "Fees and Payment," other than payments being
disputed in good faith, within ten (10) days after Licensee
receives notice on non-payment.
4.3 OSI may suspend or cancel Support Services if Licensee fails
in a reasonably prompt manner to implement such modifications,
updates and enhancements to the Licensed Software (in the form
of Product Updates) and to Third Party Software Licensed From
Third Party as OSI shall require from time to time in its sole
discretion.
5. FEES AND PAYMENT
5.1 Licensee shall pay OSI an Annual Support Fee for the Licensed
Software, which shall be computed in accordance with the
License Fee Schedule. The Annual Support Fee shall be due and
payable upon the Live Production Date. The Annual Support Fee
shall be billed on an annual basis, payable in advance of
OSI's providing annual Support Services. Licensee's payment
shall be due upon receipt of OSI invoice. Licensee shall be
responsible for all taxes associated with Support Services
other than US taxes based on OSI's net income. In the event
Licensee fails to pay the Annual Support Fee to OSI by the due
date, then to reinstate or renew Support Services, Licensee
shall first pay OSI all unpaid prior Annual Support Fees, plus
a late charge of 1.5% per month from the date due to the date
of payment, prorated daily, and the then current Annual
Support Fee, as computed in accordance with the License Fee
Schedule of this Agreement.
5.2 OSI intends to provide certain Support Services via a remote
on-line connection to Licensee's Designated Computer Hardware.
Licensee hereby agrees to assist OSI in the creation of such a
remote on-line connection as part of the Implementation of the
Software and agrees to maintain and allow OSI access to its
Designated Computer Hardware and the Software through such
remote on-line connection. In the event that the remote
on-line connection is not available to OSI necessitating that
OSI's personnel have to attend Licensee's facility to perform
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Support Services that would otherwise have been provided via
the remote on-line connection ("Additional Support Services"),
Licensee agrees, in addition to the Annual Support Fee:
a) to pay a per diem charge for all Additional Support
Services at OSI's then standard rates for such
services and
b) to reimburse OSI for all reasonable travel and living
expenses incurred by or on behalf of OSI and its
personnel in providing the Additional Support
Services to Licensee at Licensee's facility, which
shall have been pre-approved by Licensee in writing.
Any such charges for Additional Support Services and
reimbursement for travel and living expenses shall be billed
by OSI to Licensee on a monthly basis.
6. RESPONSE, PROBLEM RESOLUTION STANDARDS AND ERROR CORRECTION
6.1 All reasonable efforts shall be made to resolve problems
promptly. Upon Licensee's notification to OSI of a problem,
OSI will investigate such problem to determine the nature and
origin of such problem and upon completion of such
investigation outline to Licensee in a telephonic
communication the procedures to be followed in reaching
resolution to such problem. OSI shall exercise commercially
reasonable efforts to correct any Error or non-conformance
reported by Licensee in the OSI Proprietary Software.
7. CONFIDENTIALITY
All information provided by either party to the other pursuant to these Support
Terms and Conditions shall be subject to the confidentiality obligations set
forth in the End User Software License.
8. EXCLUSIONS
8.1 A condition precedent to OSI's obligation to perform Support
Services shall be that the Software problems shall not be
solely the result of:
a) Licensees's wilful abuse or wilful misapplication of
the Software,
b) Use of the Software other than as specified in the
Documentation,
c) Use of the Software in conjunction with hardware
identified by OSI as incompatible with the Software,
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d) Licensee's failure to promptly implement such
modifications, updates and enhancements to the
Licensed Software (in the form of Product Updates)
and to Third Party Software Licensed From Third Party
as OSI shall require from time to time in its sole
discretion, or
e) Other causes beyond the reasonable control of OSI.
8.2 OSI shall have no obligation to support:
a) Altered, damaged or modified Licensed Software
(unless such modifications are consented to in
writing by OSI or otherwise authorized, permitted or
provided for under the Documentation, Specifications
or this Agreement) or any portion of the Licensed
Software incorporated with or into other software;
b) Licensed Software that is not the then current
release or immediately Previous Sequential Release.
8.3 Upon Licensee's request, OSI shall provide Support Services
for the Licensed Software which has malfunctioned as a result
of any of the causes described in this Section 8 at its then
current and standard rates for material and labor.
8.4 Support Services do not include physical installation of
Product Updates.
9. LIMITATION OF LIABILITY
Except for a breach of its confidentiality obligations under Section 7 or any
liability OSI may have for personal injury or damage or destruction of real or
tangible personal property, OSI's liability for damages from any cause of action
whatsoever relating to OSI's agreement to provide Support Services shall be
limited to the amount paid by Licensee as Annual Support Fee for applicable
year.
ADDITIONAL ATTACHMENTS FOLLOW
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MAINTENANCE AND SUPPORT SERVICES FEE SCHEDULE
(EFFECTIVE JANUARY 1, 1998)
Support Services for the Licensed Software shall be provided as specified in the
Support Services Terms and Conditions Attachment for the annual support services
fees (the "Annual Support Fee") for such services, to be calculated on the basis
of the Licensee's then current asset and actual account size, the then current
License Fee Schedule for the Licensed Software and the then current Annual
Support Fee Rate.
1998 ANNUAL SUPPORT FEE RATES
LICENSED SOFTWARE EXCLUDING ATM NETWORK MANAGEMENT AND INTERNET
HOME BANKING
Twenty Percent (20%) of applicable License Fee as determined above
ATM NETWORK MANAGEMENT
Twenty Five Percent (25%) of applicable License Fee
INTERNET HOME BANKING
Twenty Percent (20%) of applicable License Fee
ADDITIONAL ATTACHMENTS FOLLOW
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IMPLEMENTATION TERMS AND CONDITIONS
This Implementation Terms and Conditions (Attachment #5 to this Agreement)
relates to and is incorporated into the Information System Processing Agreement
bearing the number set out in the heading to this page. Capitalized terms not
defined herein have the same meaning as defined elsewhere in this Agreement.
1. IMPLEMENTATION
Licensee has requested that OSI provide certain implementation services and
processes (collectively "Implementation"). These services and processes need to
occur in order for the Licensed Software which the Licensee has ordered (as
indicated on the Initial Product Order) to be properly installed and operated.
a) OSI and Licensee shall each make qualified representatives
available to meet and to review required Implementation tasks,
set dates for such tasks, and establish a project plan (the
"Installation Project Plan") mutually agreeable to both
parties in accordance with OSI's then current guidelines for
installation and implementation of the Licensed Software (the
"Initial Review");
b) OSI shall, based upon information provided by Licensee to OSI,
provide to Licensee an initial equipment requirements
specification applicable to Licensee's information processing
system requirements as have been identified by Licensee to
OSI, and Licensee shall select hardware and network
installation providers ("Licensee's Consultants") who are
qualified to design and install the requisite equipment and
network meeting the equipment requirements specification.
Licensee shall submit the qualifications statements and
resumes of Licensee's Consultants to OSI for its review and
approval. OSI's review and approval of the qualification
statements and resumes shall not constitute an endorsements by
OSI of Licensee's Consultants, nor shall such review and
approval make OSI responsible in any manner for the
performance of Licensee's Consultants, but is merely intended
to allow OSI to give Licensee the benefit of OSI's experience
in reviewing the qualifications of consultants in the hardware
and network business. After selection of License's Consultants
by Licensee, and their review and approval by OSI, OSI shall
review with Licensee and Licensee's Consultants the necessary
preparations for the Licensee's business, technical, security
and equipment requirements for its information processing
system;
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c) Licensee's Consultants shall perform a survey of Licensee's
business, technical, security and equipment requirements for
its information processing system, per OSI's recommended
equipment configuration, (the "On-Site Survey"), and shall
prepare a report to Licensee as to the actions which Licensee
must take to make the necessary preparations for its bank
information processing system, including but not limited to,
reporting as to the specifications for the hardware, network
and software required by Licensee (the "Report");
d) Licensee shall submit the Report to OSI for its review and
approval. Licensee agrees and acknowledges that OSI's review
and approval of the Report is a necessary and indispensable
part of the Implementation process. OSI's review and approval
of the Report shall not constitute a warranty or guarantee by
OSI that if Licensee's Consultants, perform in accordance with
the Report that additional work or expense will not be
required, nor shall such review and approval make OSI
responsible in any manner for results of the performance of
the work specified in the Report, but is merely intended to
allow OSI to give Licensee the benefit of OSI's experience in
the Implementation process.
e) If applicable, Licensee shall obtain from its current data
processing provider the necessary information in such media
and at such time as OSI requests.
f) OSI shall provide Licensee with (the "Installation Project
Plan") at least sixteen (16) weeks prior to the Live
Production Date, which Licensee shall review, approve.
Licensee agrees that it shall assign the requisite personnel
resources to the task identified in the Installation Project
Plan as assigned to Licensee to ensure that the Live
Production Date can be met.
g) Licensee shall cause Licensee's Consultants to duly install
and configure and make fully operational the Designated
Computer Hardware and applicable Third Party Software Licensed
From Third Party Software Vendors in accordance with the
requirements of the Report no later than the Scheduled
Equipment Date specified in the Installation Project Plan (the
"Hardware Installation");
h) Licensee shall cause Licensee's Consultants to duly install
all required network components of the Designated Computer
Hardware and applicable Third Party Software Licensed From
Third Party Vendors in accordance with the requirements of the
Report no later than the
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Scheduled Equipment Date specified in the Installation Project
Plan (the "Network Installation");
i) If applicable, Licensee shall obtain from its current data
processing provider the necessary information in such media as
OSI requests to permit OSI to perform the Conversion.
j) OSI shall perform the conversion programming services required
to convert Licensee's existing core data to support the
information processing requirements of the Licensed Software
("Conversion") per the scheduled conversion dates specified in
the Installation Project Plan. IN NO EVENT SHALL OSI CONVERT
ACCOUNT OR TRANSACTION HISTORY, OR PERFORM CIF SCRUBBING
ACTIVITIES, UNLESS SUCH ACTIVITIES ARE COVERED IN AN AMENDMENT
TO THIS AGREEMENT.
k) OSI shall provide personnel to train Licensee's designated
personnel in the use of the Licensed Software, as specified in
and subject to the terms and conditions of the Training
Schedule.
2. IMPLEMENTATION SERVICES
2.1 Licensee shall be solely responsible for Equipment, Network
and Third Party Software Licensed From Third Party Providers.
As part of the Installation, Licensee shall acquire such
additional hardware, network components and systems software
as mutually agreed to and as indicated in a revised Initial
Product Order, if any, following the On-Site Survey, Licensee
shall exercise commercially reasonable efforts to timely
complete said Installations on or before the respective
scheduled date specified on the Initial Product Order.
2.2 OSI shall exercise commercially reasonable efforts to complete
the Licensed Software Installation on or before the Scheduled
live production date specified in the Initial Product Order.
OSI's completion of the Licensed Software Installation by the
Scheduled live production date, is conditioned upon the
Licensee completing those Implementation tasks not identified
as OSI's Implementation Services and, therefore, identified as
responsibilities of the Licensee, including without
limitation, Equipment Installation and Network Installation.
All Licensee and OSI tasks will be per the Installation
Project Plan, which OSI will prepare, and upon which Licensee
and OSI will mutually agree, and upon Licensee's acceptance
will be the schedule of tasks and
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responsibilities necessary to achieve live production by the
Scheduled live production date.
3. FEES AND PAYMENT
3.1 Licensee shall pay OSI the Implementation Service Fee
specified in the Initial Product Order.
3.2 If, as a result of the On-Site Survey and the Report, Licensee
determines that it desires OSI to perform additional services
not included in the Installation Project Plan, additional
services shall be documented in an amended Installation
Project Plan. In addition, if as a result of Licensee or
Licensee's Consultants failure to timely perform all Licensee
assigned tasks under the Installation Project Plan, OSI is
required to perform additional services beyond those which OSI
customarily and ordinarily performs in the Implementation
process for clients similarly situated as Licensee, OSI
reserves the right to charge Licensee for any such additional
services performed on behalf of Licensee, at the rates
specified in the Initial Product Order.
In the event that it is necessary for OSI to perform
additional services pursuant to an amended Installation
Project Plan, or as a result of Licensee or Licensee's
Consultant failing to timely perform Licensee identified tasks
in the Installation Project Plan, OSI and Licensee shall enter
into good faith negotiations in order to determine the amount
of additional days of Implementation Services that will be
required to complete Implementation (the "Additional
Implementation Service Days") and the rate for such days. The
Additional Implementation Service Days and applicable rates
agreed upon shall be documented by execution of an OSI Service
Work Order Form. Licensee shall pay for such Additional
Implementation Service Days at such rates as are evidenced in
the OSI Service Work Order Form.
4. TERM AND TERMINATION
4.1 Implementation Services shall be provided until completion of
Implementation as contemplated hereunder.
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4.2 Licensee may terminate the Implementation Services at any time
for any reason.
In the event of termination of the License by Licensee for any
reason Licensee shall pay to OSI the full Implementation Fee,
the full Initial License Fee, the full Training Fee, and any
other amounts that have accrued and are payable by Licensee
pursuant to the terms of this Agreement.
5. CONFIDENTIALITY
All information provided by either party to the other pursuant to these terms
and conditions shall be subject to the confidentiality obligations set forth in
the End User Software License.
6. EXCLUSIONS
OSI shall have no obligation to conduct Implementation Services in relation to
any software other than that specified in a Product Order and shall only be
obligated to conduct Licensed Software Installation, Pre-Conversion, if
applicable, Conversion, if applicable, and Training Services once Licensee has
completed Equipment and Network Installations in accordance with terms and
conditions of this Agreement.
7. LIMITATION OF LIABILITY
7.1 OSI REPRESENTS AND WARRANTS THAT ALL IMPLEMENTATION SERVICES
WILL BE PERFORMED BY DULY QUALIFIED PERSONNEL IN A
PROFESSIONAL XXXXXXX-LIKE MANNER AND TO STANDARDS GENERALLY
ACCEPTED IN THE INDUSTRY.
7.2 THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND
NOT A PRODUCT WARRANTY. THE SOFTWARE AND ALL MATERIALS RELATED
TO THE LICENSED SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE
WARRANTIES SET FORTH IN THE END USER SOFTWARE LICENSE.
7.3 THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE TERMINATION OR
EXPIRATION OF IMPLEMENTATION SERVICES AND/OR THIS AGREEMENT
FOR ANY REASON WHATSOEVER.
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ADDITIONAL ATTACHMENTS FOLLOW
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TRAINING SCHEDULE
This Training Schedule (Attachment #6 to this Agreement) relates to and is
incorporated into the Information System Processing Agreement bearing the number
set out in the heading to this page. Capitalized terms not defined herein have
the same meaning as defined elsewhere in this Agreement. Training on the
Licensed Software shall be provided by OSI at OSI's facility to individuals
designated by the Licensee on a "Train-the-Trainer" basis, according to the
following plan. OSI recognizes that the training needs of individuals will vary
and are dependent upon different skill levels. Training shall be performed at
OSI's facility in classes or settings which include other party's employees and
will not be "private" to Licensee. Some aspects of the training schedule will be
basic to some employees while necessary for others. The schedule shall be as
follows:
TCBS TRAINING
Training on the OSI Proprietary Software shall be provided by OSI to individuals
designated by the Licensee on a "Training the Trainer" basis except for
audiences as stated otherwise. The prerequisite training requirement of basic PC
(Personal Computer) navigation skills and basic Microsoft Windows functionality
is a responsibility of the Licensee. TCBS Training is conducted at OSI,
Glastonbury, CT; exceptions to contract training allocations are defined below
following the course descriptions.
-----------------------------------------------------------------------------------------------------------
COURSES LENGTH OF TOTAL STUDENT DAYS
COURSE PER CONTRACT
-----------------------------------------------------------------------------------------------------------
SM MD LG
-----------------------------------------------------------------------------------------------------------
EXTENDED RELATIONAL ANALYSIS TRAINING 1 day 1 1 2
Seminar-style training for bank defined audience.
- Concepts of basic and extended relational
analysis.
- Tables and their role within the database.
- Properties and interdependencies of a
relational database.
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-----------------------------------------------------------------------------------------------------------
COURSES LENGTH OF TOTAL STUDENT DAYS
COURSE PER CONTRACT
-----------------------------------------------------------------------------------------------------------
SM MD LG
-----------------------------------------------------------------------------------------------------------
PRODUCT MANAGER TRAINING/PRODUCT SET-UP 5 days 10 15 20
WORKSHOP
Combined lecture and hand on training. Audience
should have full knowledge of their current products,
and be able to make business level decisions while
setting up their products on-line.
- Two part training: a) Major/Minor product
concept combined with specific Deposit/Loan
Product training; and b) a workshop to set up
the banks' current products online.
-----------------------------------------------------------------------------------------------------------
DEPOSIT TRAINING 4 days 4 4 8
Hands on system training restricted to TRAIN THE
TRAINER audience. Training is TCBS system
functionality; training is not tailored to Licensee's
specific products, business processes or procedures.
- Conduct common monetary transaction
processing.
- Teller administrative functions; account
inquiries; off-line processing; loan monetary
transactions.
- CSR functions; customer and deposit account
opening and maintenance, account and
miscellaneous inquiries.
- Branch operations functions; exception item
processing; cashbox management; and printer
management.
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-----------------------------------------------------------------------------------------------------------
COURSES LENGTH OF TOTAL STUDENT DAYS
COURSE PER CONTRACT
-----------------------------------------------------------------------------------------------------------
SM MD LG
-----------------------------------------------------------------------------------------------------------
LOAN TRAINING 5 days 5 5 10
Hands on system training restricted to TRAIN THE
TRAINER audience. Training is TCBS system
functionality; training is NOT tailored to Licensee's
specific products, business processes or procedures.
- loan account opening and maintenance;
establish persons and organizations.
- process loan monetary transactions.
- process loan escrow functions;
creating/maintaining property records, tax and
insurance information; escrow analysis and
invoices.
- manage external loan interfaces, batch loan
payment coupon printing.
- establish loan investor accounts and manage
the related activities.
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OPERATIONS TRAINING/WORKSHOP 5 days 5 10 10
Hands on system training restricted to TRAIN THE
TRAINER audience. Training is TCBS system
functionality; training is not tailored to Licensee's
specific products, business processes or procedures.
- Perform general bank branch and department
level operations system functions.
- Develop/maintain system authorization and
security structure.
- Manage the network operating and remote
support systems.
-----------------------------------------------------------------------------------------------------------
IRS REPORTING TRAINING 2 days 2 2 2
Hands on system training for bank employee
responsible for processing tax reporting and
regulatory compliance duties.
- Extract and manage files related to the
reporting process.
- Experiment with the reporting application.
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TOTAL TRAINING DAYS PER CONTRACT 27 37 52
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ADDITIONAL ATTACHMENTS FOLLOW
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ESCROW TERMS AND CONDITIONS
This attachment related to and is incorporated into the below-referenced
Agreement. Capitalized terms not defined herein have the same meaning as defined
elsewhere in this Agreement.
1. SOURCE CODE AGREEMENT
Upon execution of this Agreement, OSI agrees to immediately place and thereafter
maintain the Source Code (as hereinafter defined) from the most current release
of the Proprietary Software and the last release of the Proprietary Software in
escrow with an agent pursuant to an escrow agreement which OSI shall provide to
Licensee for review prior to execution (the "Escrow Agreement"). The Source Code
shall be updated per each new release. This Agreement between the escrow agent
and OSI shall provide that in the event OSI ceases to do business in the normal
course, discontinues offering to provide support, is in default of its
obligations as set out in the Support Services Terms and Conditions, or in the
event of insolvency, bankruptcy, or assignment for the benefits of creditors of
OSI, Licensee shall have the right to secure the Source Code from said escrow
agent so long as the License remains in full force and effect and Licensee has
not materially breached the terms thereof and failed to cure such breach upon
timely receipt of proper notice required thereunder. The escrow agent shall be
authorized to release the Source Code to Licensee in accordance with these
Escrow Terms and Conditions and the Escrow Agreement. Licensee is (and said
Source Code agreement between OSI and Escrow Agent shall state that Licensee is)
an intended third party beneficiary and has a direct right of action to enforce
the provisions of said Source Code agreement between OSI and Escrow Agent.
2. LICENSE
In the event that Licensee obtains the Source Code pursuant to these Escrow
Terms and Conditions, the Source Code shall be deemed to be licensed to the same
extent as the Proprietary Software is licensed to Licensee pursuant to the End
User Software License, except that:
a) Licensee shall use the Source Code solely to maintain and
support, and for these purposes to modify, update and upgrade
the Proprietary Software; and
b) Licensee shall have the right to make such copies of the
Licensed Software and Documentation as are reasonably
necessary for Licensee's use of the Licensed Software and
Documentation as contemplated
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hereunder and for back up and archival proposes. In exercising
this right, Licensee shall reproduce and include the copyright
notice and any other notices that appear on the original
Licensed Software and Documentation on any copies and any
media therefor.
3. DEFINITIONS
For purposes of this Agreement, "Source Code" shall mean both machine readable
and human readable copies of the Proprietary Software consisting of instructions
to be executed upon a computer in the language used by is programmers (i.e.
prior to compilation or assembly) in a form in which the program logic of the
Proprietary Software is deducible by a human being, fully commented, and
including all available related flow diagrams and all other documentation and
manuals which would allow persons who are experienced computer programmers but
who are unfamiliar with the Proprietary Software to properly effect
modifications and support for the Proprietary Software.
ADDITIONAL ATTACHMENTS FOLLOW
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AMENDMENTS TO AGREEMENT
The following shall constitute Amendments to this Agreement, and except for the
following amendments this Agreement shall in all other respects be the sole
agreement of the parties unamended hereby.
Licensee: [CLICK HERE AND TYPE NAME]
--------------------------
Signature: _________________________________ Date: _____________________________
Name: [CLICK HERE AND TYPE NAME] Title: [CLICK HERE AND TYPE NAME]
OPEN SOLUTIONS INC.
Signature: _________________________________ Date: _____________________________
Name: [CLICK HERE AND TYPE NAME] Title: [CLICK HERE AND TYPE NAME]
ATTACHMENTS FOLLOW
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