EXHIBIT 10.48
EXECUTION COPY
TITLEPOINT
SOFTWARE DEVELOPMENT
AND
PROPERTY ALLOCATION
AGREEMENT
This SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT (the "Agreement") is
made and entered into as of March 4, 2005 (the "Effective Date"), by and between
ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation ("RMSS") and
PROPERTY INSIGHT, LLC, a California corporation ("PI").
WITNESSETH:
WHEREAS, RMSS owns all intellectual property rights in and to Titlepoint, which
was formerly known as PI2, and which is separate from Titlepoint Express, which
is outside the scope of this Agreement (the "Software");
WHEREAS, the parties agree that, subject to the terms herein, PI shall pursue
completion of Releases 1.0 and 2.0 of the Software and deliver to RMSS those
versions of the Software which will perform in accordance with the
specifications described in Schedule A to this Agreement or any mutually agreed
upon changes to the specifications as described in Section 1.1 below (the
"Specifications"), and the related documentation describing the Software and
those Specifications ("Releases 1.0 and 2.0 of the Software");
WHEREAS, PI is willing to undertake such development on the terms herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants set forth herein, the parties agree as follows:
1. DEVELOPMENT & DELIVERY UNDERTAKING OF RELEASES 1.0 AND 2.0 OF THE SOFTWARE
1.1 RMSS shall have a period of up to thirty days following the Effective
Date to confirm the acceptability of the Specifications to Releases
1.0 and 2.0 as described on Schedule A. If RMSS provides such
confirmation without proposing material changes to such
Specifications, then the estimated delivery dates and fee caps
described in this Agreement shall remain unchanged. If, however, RMSS
proposes material changes to the specifications of Releases 1.0 and/or
2.0 as described on Schedule A, then the estimated delivery date and
fee caps described in this Agreement shall not apply, and the parties
shall use their commercially reasonable best efforts to develop and
agree upon new mutually agreed upon Specifications for Releases 1.0
and/or 2.0 of the Software, consistent in all respects with Schedule A
hereto, and to agree to new applicable delivery dates and fee caps as
soon as reasonably practicable thereafter.
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1.2 If a written Specification is not agreed between the parties by a date
no later than sixty (60) days from the Effective Date, either party
shall have the right to terminate this Agreement upon ten (10) days
notice. If RMSS elects to so terminate, it shall reimburse PI for the
unamortized cost of any hardware or software that PI may have
purchased with RMSS' specific prior written approval in order to
perform services hereunder prior to such termination date.
1.3 During the term, either party may propose changes to the
Specifications but no change to the Specifications shall be adopted
without written agreement of both parties.
1.4 PI shall continue to expend at least that level of effort and
resources used prior to the Effective Date, which shall at least
represent a reasonable level of effort and resources that are
necessary to enable PI to perform and complete its obligations under
this Agreement, in development hereunder of Releases 1.0 and 2.0 of
the Software with the goal of producing, no later than the target
dates set forth in Schedule A, attached hereto, Releases 1.0 and 2.0
of Software satisfying the Specifications in all material respects
together with basic documentation ("Documentation").
1.5 Designated representatives of PI and RMSS shall meet monthly or as
otherwise agreed during the term hereof to discuss the status of
Releases 1.0 and 2.0 of the Software development. PI shall provide to
RMSS, in a format mutually agreed upon by the parties and within one
(1) day of the monthly meeting, a written status report describing of
Releases 1.0 and 2.0 of the Software and Documentation development
progress.
1.6 Upon delivery of each proposed Releases 1.0 or 2.0 of the Software and
Documentation to RMSS by PI, RMSS shall have a period of forty-five
(45) days to test such release of the Software in accordance with the
testing scripts described in Schedule B attached hereto to confirm
that it performs in accordance with its Specifications. If RMSS
reasonably believes that any such release of the Software does not
perform in accordance with its respective Specifications, RMSS shall
so inform PI in a detailed writing of the areas of nonconformance. PI
shall use reasonable efforts to revise the appropriate release of the
Software to make it conform to its respective Specifications, and RMSS
shall cooperate with such efforts as reasonably requested by PI. Both
parties will cooperate in good faith to apply the above testing
criteria for the Releases 1.0 and 2.0 of the Software. Upon RMSS'
confirmation that a release of the Software has successfully performed
in accordance with the Specifications, which confirmation will not be
unreasonably withheld or delayed, the Software will be deemed
"Accepted." After the earlier to occur of (a) RMSS uses the Software
in general production (which does not include production use at a
limited number of sites during the forty-five (45) day testing period)
and (b) RMSS' testing shows no severity one and two errors, any
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additional work requested by RMSS and performed by PI to conform the
Software to the Specifications shall be done on a time and materials
basis without regard to the fee cap.
1.7 Upon the earlier of Acceptance of each release of the Software or RMSS
using the Software release in general production, RMSS grants to PI, a
perpetual, irrevocable, non-terminable, transferable, and nonexclusive
worldwide license to use, reproduce, exploit, sell services from,
sublicense, operate, alter, modify, adapt, distribute, create
derivative works from, display and access that release of the
Software, and including the right to create derivative works and the
right to sublicense use of the Software to third parties.
Additionally, upon Acceptance of each release of the Software, PI
shall update, purge and maintain such release of the Software under
and in accordance with the terms and conditions of that certain Title
Plant Maintenance Agreement dated as of the Effective Date between PI,
Security Union Title Insurance Company, Chicago Title Insurance
Company, and Ticor Title Insurance Company and Exhibit B thereof shall
be automatically amended to include any Accepted development work
performed under this Agreement.
1.8 Upon request of RMSS from time to time, but not more than once in each
calendar quarter, PI shall deliver to RMSS a copy of the current
relevant work product, including source code (in a format reasonably
requested by RMSS), and a copy of Documentation theretofore developed
by PI. Regardless of RMSS request, the same duty of delivery shall be
due as of, and within fifteen days following, RMSS' Acceptance of each
release of the Software. The parties agree that the failure of PI to
comply with this Section 1.8 will result in irreparable harm to RMSS,
which harm is not capable of full compensation by the payment of
monetary damages, and therefore, RMSS shall be entitled to seek the
granting of injunctive relief, including, but not limited to a
preliminary injunction, without the requirement of RMSS' posting of
bond to address any such failure by PI.
2. DEVELOPMENT OF SOFTWARE BEYOND RELEASES 1.0 AND 2.0 OF THE SOFTWARE
2.1 Prior to November 14, 2005 and from time to time thereafter, the
parties shall promptly commence meeting, on a schedule to be agreed at
that time, to discuss the features, functions, timing and cost of any
new development of the Software, including the cost and timeline for
the conversion of additional counties and data beyond those counties
scoped for Release 2.0. Any additional development after the
Acceptance of release 2.0 of the Software will require written
agreement of the parties on the features, functions, timing and cost.
2.2 In the event that at any time the parties do not agree to continue
their joint development arrangement on the Software within forty-five
(45) days after
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the Acceptance of the last Release or other development deliverable,
then for the two year period following the last Acceptance and when
requested by RMSS, PI agrees to offer and provide access to RMSS to
subsequent releases of PI internally developed Software on
commercially reasonable financial and other terms.
3. TERM
3.1 Unless earlier terminated as contemplated herein, this Agreement shall
continue until forty-five (45) days after Acceptance of Release 2.0 or
any agreed Release or development there after, without the parties
agreeing in writing on PI performing any further development work for
RMSS under this Agreement (the "Term"). Neither termination nor
expiration shall terminate any obligations accrued hereunder prior to
such time.
4. COMPENSATION
4.1 RMSS agrees to pay PI the fees and pass-through expenses (such as
travel and entertainment expenses) described in Schedule C, attached
hereto, which amount RMSS shall pay to PI within thirty (30) days of
receipt of invoice.
4.2 Schedule A identifies target completion dates for each of Release 1.0
and 2.0 of the Software.
4.3 Any related professional services for integration, open order and/or
data plant conversion, implementation, hosting, or special training
assistance shall be performed pursuant to a further agreement between
the parties. In the event that RMSS decides to run the Software in its
own environment, RMSS shall bear the costs of any third party hardware
and software necessary to establish and run the Software in its
environment.
5. ADDITIONAL OR CHANGED SERVICES
5.1 Either party may from time to time request the other party to change
the Specifications, and RMSS may from time to time request PI to
perform services that are not specified herein ("Additional or Changed
Services"). Upon receipt of this request, the parties agree to meet
and work together to consider this request. If the parties agree, then
they shall prepare and enter into an appropriate amendment.
Conversely, if the parties can not agree, then each party shall have
the right to undertake such Additional or Changed Services on its own
without sharing such work with the other party. PI shall not be
required to commence, nor shall RMSS be liable to pay for, any
Additional or Changed Service unless and until PI and RMSS have
entered into an applicable amendment.
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6. TITLE IN SOFTWARE AND DEVELOPMENTS
6.1 All Releases 1.0 and 2.0 of the Software, or any future release
developed under this agreement, will be and will remain the exclusive
property of RMSS. Enhancements or modifications to the Software and
related documentation performed hereunder shall be and remain the
exclusive property of RMSS or its third party licensor. PI agrees that
each item of PI work product hereunder, including without limitation
software, data bases, files, compilations, logs and reports is, to the
extent applicable, a "work made for hire" as defined under U.S.
copyright law and that, as a result, RMSS shall own all copyrights in
such work product as it arises or otherwise comes into being. To the
extent that such work product does not qualify as a work made for hire
under applicable law, and/or to the extent that any of the foregoing
includes content subject to copyright, patent, trademark, trade
secret, or other intellectual property rights, PI hereby continuously
assigns to RMSS, its successors and assigns, all right, title and
interest in and to any such work product as the same arises or
otherwise comes into being during the Term, including all copyrights,
patents, trademarks, trade secrets, and other proprietary rights
therein (including renewals thereof). From time to time during or
following the Term, PI shall execute and deliver to RMSS such
additional instruments, and take such other actions, as RMSS may
reasonably request to confirm, evidence or carry out the grants of
rights contemplated by this paragraph.
6.2 RMSS and PI shall each be the sole and exclusive owner of all trade
secrets, patents, copyrights, and other proprietary rights owned by
each of them prior to entering into this Agreement.
7. PI COVENANTS, REPRESENTATIONS AND WARRANTIES
7.1 PI covenants, represents and warrants as follows:
7.1.1 the service to be provided to RMSS hereunder shall be performed
in a professional and workmanlike manner;
7.1.2 the Software development shall reflect solely the original work
product of PI unless the inclusion of third-party source code
materials is embedded in the Software and is otherwise disclosed in
writing in advance to RMSS;
7.1.3 If the services of a consultant or contractor are used by PI in
connection with development of the Software, PI shall secure all
necessary agreements to assure that (i) the title to its work product
vests in PI and, pursuant hereto, in RMSS, and that (ii) consultant or
contractor is bound to the duties of confidentiality reasonably
similar to those described in this Agreement;
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7.1.4 the Software developed hereunder shall not infringe or
misappropriate any intellectual property rights, including without
limitation, copyrights, trademarks, trade secrets or patents, or
contractual rights of any third party;
7.1.5 (a) it has the power and corporate authority to enter into and
perform this Agreement, (b) its performance of this Agreement does not
and will not violate any governmental law, regulation, rule or order,
contract, charter or by-law; (c) it has received no written notice of
any third party claim or threat of a claim alleging that any part of
the Software infringes the rights of any third party in any of the
United States, and (d) each item of Software developed hereunder shall
be delivered free of undisclosed trapdoors, Trojan horses, time bombs,
time outs, spyware, viruses or other code which, with the passage of
time, in the absence of action or upon a trigger, would interfere with
the normal use of, or access to, any file, datum or system.
7.2 THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH ARE THE ONLY
WARRANTIES HEREUNDER; THERE ARE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THESE WARRANTIES
SURVIVE THE TERM OF THIS AGREEMENT.
8. CONFIDENTIALITY.
8.1 Proprietary Information (i) shall be deemed the confidential property
of the disclosing party (or the party for whom such data was collected
or processed, if any), (ii) shall be used solely for the purposes of
administering and otherwise implementing the terms of this Agreement
and any ancillary agreements, and (iii) shall be protected by the
receiving party in accordance with the terms of this Section 8. This
Section 8 shall survive the term.
8.2 Except as set forth in this Section, neither party shall disclose the
Proprietary Information of the other party in whole or in part,
including derivations, to any third party except as contemplated
herein. In no event shall source code for the Software or derivative
works be shared with any third party except under a perpetual duty of
nondisclosure. If the parties agree to a specific nondisclosure period
for a specific document, the disclosing party shall xxxx the document
with that nondisclosure period. In the absence of a specific period,
the duty of confidentiality for object code versions of the Software
and related Documentation shall extend for a period of (5) five years
from disclosure. Proprietary Information shall be held in confidence
by the receiving party and its employees, and shall be disclosed to
only those of the receiving party's employees and
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professional advisors who have a need for it in connection with the
administration and implementation of this Agreement. Each party shall
use the same degree of care and afford the same protections to the
Proprietary Information of the other party as it uses and affords to
its own Proprietary Information.
8.3 Proprietary Information shall not be deemed proprietary and, subject
to the carve-out below, the receiving party shall have no obligation
of nondisclosure with respect to any such information which:
8.3.1 is or becomes publicly known through no wrongful act, fault or
negligence of the receiving party;
8.3.2 was disclosed to the receiving party by a third party that was
free of obligations of confidentiality to the party providing the
information;
8.3.3 is approved for release by written authorization of the
disclosing party;
8.3.4 was known to the receiving party prior to receipt of the
information; or
8.3.5 is publicly disclosed pursuant to a requirement or request of a
governmental agency, or disclosure is required by operation of law.
8.4 The parties acknowledge that this Agreement contains confidential
information that may be considered proprietary by one or both of the
parties, and agree to limit distribution of this Agreement to those
employees of the parties with a need to know the contents of this
Agreement or as required by law or national stock exchange rule. In no
event may this Agreement be reproduced or copies shown to any third
parties (except counsel, auditors and professional advisors) without
the prior written consent of the other party, except as may be
necessary by reason of legal, accounting, tax or regulatory
requirements, in which event the respective parties agree to exercise
reasonable diligence in limiting such disclosure to the minimum
necessary under the particular circumstances.
8.4.1 In addition, each party shall give notice to the other party of
any demands to disclose or provide Proprietary Information of the
other party under or pursuant to lawful process prior to disclosing or
furnishing such Proprietary Information, and shall cooperate in
seeking reasonable protective arrangements.
9. GOVERNING LAW; DISPUTE RESOLUTION
9.1 This Agreement shall be governed by, and construed in accordance with,
the laws of Florida. The parties hereby submit to the personal
jurisdiction
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of the state and federal courts in the State of Florida for the
purpose of adjudication of all matters arising hereunder or relating
hereto which may be the subject of litigation between the parties.
9.2 If, prior to the termination of this Agreement, a dispute arises
between RMSS and PI with respect to the terms and conditions of this
Agreement, or any subject matter governed by this Agreement, such
dispute shall be settled as set forth in Sections 9.3-9.7 of this
Section 9.
9.3 The parties shall escalate and negotiate, in good faith, any claim or
dispute that has not been satisfactorily resolved between the parties
at the level where the issue is discovered and has immediate impact.
Escalation shall be by written notice to the other party and to the
movant's president. Such president (or his or her designee) shall
attempt to resolve such a dispute within twenty (20) days of the
initial communication between them on the topic of the dispute (which
may be by notice). The location, format, frequency, duration and
termination of these discussions shall be left to the discretion of
the representatives involved. If such parties do not resolve the
underlying dispute within such twenty (20) day period, then either
party may notify the other in writing that the dispute is to be
elevated to binding arbitration.
9.4 All discussions and correspondence among the representatives for
purposes of these negotiations shall be treated as Confidential
Information developed for purposes of settlement, exempt from
discovery and production, which shall not be admissible in any
subsequent proceedings between the parties. Documents identified in or
provided with such communications, which are not prepared for purposes
of the negotiations, are not so exempted and may, if otherwise
admissible, be admitted in evidence in such subsequent proceeding.
9.5 Either party may request arbitration by giving the other party written
notice to such effect, which notice shall describe, in reasonable
detail, the nature of the dispute, controversy or claim. Such
arbitration shall be governed by the then current version of the
Commercial Arbitration Rules and Mediation Procedures of the American
Arbitration Association. The Arbitration will be conducted in
Jacksonville, Florida in front of one mutually agreed upon arbitrator.
9.6 Each party shall bear its own fees, costs and expenses of the
arbitration and its own legal expenses, attorneys' fees and costs of
all experts and witnesses. Unless the award provides otherwise, the
fees and expenses of the arbitration procedures, including the fees of
the arbitrator or arbitrators, will be shared equally by the parties.
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9.7 Any award rendered pursuant to such arbitration shall be final,
conclusive and binding upon the parties, and any judgment thereon may
be entered and enforced in any court of competent jurisdiction.
10. INDEMNIFICATION.
10.1 Each party (in this context, the "Indemnitor") shall defend,
indemnify, and hold harmless the other, its officers, directors,
agents, and employees (collectively, "Indemnitees") against all costs,
expenses, and losses (including reasonable attorney fees and costs)
incurred by reason of claims of third parties against any of the
Indemnitees based on any Indemnitor use of, or related Indemnitor
representations or assurances with respect to, the Software to such
third party (or any derivative work developed by or for the
Indemnitor).
10.2 PI shall defend, indemnify, and hold harmless RMSS against all costs,
expenses and losses (including reasonable attorneys' fees and costs)
incurred by reason of claims of third parties arising from the breach
of Section 7.1.2, 7.1.3, or 7.1.4 hereof.
11. TERMINATION AND LIMITATION OF LIABILITY
11.1 The parties may terminate this Agreement upon mutual agreement by
written consent.
11.2 If either party fails to perform any of its material obligations under
this Agreement and does not cure such failure within thirty (30) days
of receipt (or, if a cure could not reasonably be completed in thirty
days, but the other party is diligently pursuing a cure, then within
sixty (60) days) of notice of default, then the other party may
terminate this Agreement effective on the last day of the cure period.
11.3 EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING
OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND
EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT. SUBJECT TO SECTION 11.4 BUT NOTWITHSTANDING ANYTHING ELSE
IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF EITHER PARTY TO THE OTHER FOR DAMAGES, WHETHER ARISING IN
CONTRACT, TORT, EQUITY, NEGLIGENCE OR OTHERWISE EXCEED THE AMOUNT OF
FEES PAID BY RMSS TO PI PURSUANT TO THIS AGREEMENT OVER THE TWELVE
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
LIABILITY.
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11.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
12. NOTICES.
12.1 Except as otherwise provided under this agreement, all notices,
demands or requests or other communications required or permitted to
be given or delivered under this agreement shall be in writing and
shall be deemed to have been duly given when received by the
designated recipient. Written notice may be delivered in person or
sent via reputable courier service and addressed as set forth below:
If to RMSS: Rocky Mountain Support Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: President
with a copy to: Fidelity National Financial, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
If to PI: Property Insight, LLC
000 Xxxxxxxxx Xxx.
Xxxxxxxxxxxx, XX 00000
Attn: President
with a copy to: Fidelity National Information Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
12.2 The address to which such notices, demands, requests, elections or
other communications are to be given by either party may be changed by
written notice given by such party to the other party pursuant to this
Section.
13. MISCELLANEOUS.
13.1 Waiver. No waiver by either party of any default shall be deemed as a
waiver of prior or subsequent default of the same of other provisions
of this agreement.
13.2 Severable Agreement. If any term, clause or provision hereof is held
invalid or unenforceable by a court of competent jurisdiction, such
invalidity shall not affect the validity or operation of any other
term, clause or provision and such invalid term, clause or provision
shall be deemed to be severed from this agreement.
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13.3 Integrated Agreement. This agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and
supersedes and integrates all prior and contemporaneous agreements,
representations and understandings of the parties, oral and written,
pertaining to the subject matter hereof. No supplement, modification
or amendment of this agreement shall be binding unless in a writing
executed by both parties.
13.4 Headings. Headings used herein are for the convenience of the parties
and shall not be deemed part of the agreement or used in its
construction.
13.5 Assignment. This agreement may not be assigned by either of the
parties without the prior written consent of the other party; any
purported assignment in breach of the foregoing shall be without legal
effect to assign this agreement. This agreement is binding on the
successors and permitted assigns of each party.
13.6 Relationship of Parties. Nothing herein is intended to create, and
shall not be asserted or construed to create, a joint venture,
partnership or agency of any nature between the parties. Except as
specifically set forth herein, each party assumes sole and full
responsibility for its acts and the acts of its directors, officers,
employees, agents and affiliates. Neither party has any authority to
make commitments or enter into contracts on behalf of, bind, or
otherwise obligate the other party in any manner whatsoever except as
specifically set forth herein.
13.7 Amendment. Notwithstanding the foregoing, at any time prior to the
Sale of Fidelity National Information Services, Inc. ("FNIS"), (as
defined below) or any offering and sale to the public of any shares or
equity securities of FNIS or any of its subsidiaries pursuant to a
registration statement in the United States, this Agreement may not be
amended without the prior written consent of Xxxxxx X. Xxx Equity Fund
V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
would affect Sections 1, 2, 3, 4, 5, 6, 10 or 11 in any manner
materially adverse to FNIS Group's consolidated business activities,
taken as a whole, or FNIS Group's costs of doing business, viewed on a
consolidated basis, provided that in no event shall any change to the
schedules hereto require such prior written consent unless such change
would materially and adversely affect in any manner FNIS Group's
consolidated business activities, taken as a whole, or FNIS Group's
costs of doing business, viewed on a consolidated basis, and provided,
further, that in no event shall the amendment provisions set forth in
this Section 13.7 be amended or modified without the consent of THL
and TPG. THL and TPG are intended third party beneficiaries of this
Agreement solely with respect to this Section 13.7. "Sale of Fidelity
National Information Services, Inc." means an acquisition by any
Person (within the meaning of Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and used in
Sections 13(d) and 14(d) thereof ("Person")) of
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Beneficial Ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 50% or more of either the then outstanding shares of
FNIS common stock or the combined voting power of the then outstanding
voting securities of FNIS entitled to vote generally in the election
of directors; excluding, however, the following: (i) any acquisition
directly from FNIS, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so
converted was itself acquired directly from FNIS or (ii) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by FNIS or a member of the FNIS Group. "FNIS Group"
means FNIS, Subsidiaries of FNIS, and each Person that FNIS directly
or indirectly controls (within the meaning of the Securities Act)
immediately after the Effective Date, and each other individual, a
partnership, corporation, limited liability company, association,
joint stock company, trust, joint venture, unincorporated
organization, governmental entity or department, agency, or political
subdivision thereof that becomes an Affiliate of FNIS after the
Effective Date.
IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the date first written above.
Rocky Mountain Support Services, Inc. Property Insight, LLC
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Print: Xxxxx X. Xxxxxxxx Print: Xxxxxxx X. Xxxxxxxx
Title: Vice President Title: Senior Vice President
Date: March 4, 2005 Date: March 4, 2005
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