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EXHIBIT 10.45
INSPIRE INSURANCE SOLUTIONS, INC.
CONTRACT TO PROVIDE SERVICES AND
ACQUIRE LICENSE TO USE SOFTWARE
This Contract is made on the 29th day of December 1997, between Inspire
Insurance Solutions, Inc., a corporation organized and existing under the laws
of the State of Texas, having main place of business at 000 Xxxxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxx, 00000, Xxxxxx Xxxxxx of America (hereinafter referred to as
"the LICENSOR"), herein represented by Xxxxxx X. Xxxxxx, Executive Vice
President, duly authorized an empowered to sign this Contract in the name and
on behalf of the LICENSOR, and SUL AMERICA CIA NACIONAL D SEGUROS, an insurance
corporation organized and existing under the laws of Brazil, registered with
the General Taxpayers Registry of the Internal Revenue Service (CGC/MF) under
N. 33.041.062/0001-09, having a main place of business at Rua da Quitanda 86,
in the City and State of Xxx xx Xxxxxxx, 00000-000, Xxxxxx (hereinafter
referred to a "the LICENSEE"), herein represented by Dr. Xxxx Hgoncalves Passos
and by Xx. Xxxxxxxx Xxxxxxx, both Vice-Presidents, duly empowered to sign this
Contract in the name and on behalf of the LICENSEE.
WHERES the LICENSOR is a leader in promoting the development and sale of
software for use by insurance companies;
WHEREAS the LICENSOR has developed in the regular course of its activities a
software for use by insurance companies ("Base System");
WHEREAS the Base System is adapted for use by insurance companies in the United
States and elsewhere throughout the world, in several key areas of the
insurance business, such as that of management of insurance policies and loss
or damage, pricing and issuing of insurance policies, basic directives and
norms, preparation of appropriate clauses, etc.;
WHEREAS the LICENSEE is interested in the Base System only once adapted to the
LICENSEE'S specific characteristics and needs;
WHEREAS the adaptation of the Base System to the specific characteristics and
needs of each licensee is made through a Detailed Study, as defined below, and
which Detailed Study of the LICENSEE has already been conducted by the
LICENSOR;
WHEREAS the LICENSEE wishes to acquire from the LICENSOR the right to the
non-exclusive and non-transferable use of the Base System, with the adaptations
listed in the Detailed Study ("Modified System"), and that the LICENSOR is
willing to grant to the LICENSEE the non-exclusive and non-transferable right
to use the Modified System;
WHEREAS all pertinent aspects have been considered, the parties mutually agree
to the present contract, in accordance with the following clauses and
conditions:
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1. DEFINITIONS
1. Within this contract, the terms listed below will have the
following meaning:
(a) "Base System" refers to the computer software described in
Appendix 1.1.a, which will serve as a base for the implementation of the
Modified System, and of any upgrade or improvement to said computer software,
which the LICENSOR makes available to the LICENSEE (hereinafter referred to as
"the Base System");
(b) "Modified System" refers to the Base System, once adapted to
the specific characteristics and needs of the LICENSEE, as defined in the
Detailed Study;
(c) "Detailed Study" refers to the study whose results are found
in Appendix 1.1.c, and which was developed by the LICENSOR with a view to
determining the modifications that will have to be introduced by the LICENSOR
in the Base System in order to adapt it to the specific characteristics and
needs of the LICENSEE;
(d) "Acceptance of the Modified System" refers to the test that
will be conducted by the LICENSOR and the LICENSEE in order to evaluate the
performance and functional capacities of the Modified System, once installed by
the LICENSOR, as described in Appendix 1.1.d;
(e) "Hardware Requirements" refers to the hardware needed for the
use and operation of the modified System, as described in Appendix 1.1.e;
(f) "Installation Support" refers to all the technical support
necessary for the proper and successful installation of the Modified System,
which also includes the training of the LICENSEE'S employees as described in
Appendix 1.1.f;
(g) "License" refers to the non-exclusive and non-transferable
right to use the Modified System an its documentation;
(h) "Remuneration of the License" refers to the payments described
in this Contract, which will be due as a result of the use of the Modified
System by the LICENSEE;
(i) "Documentation refers to the manuals and written materials of
the Base system, with the alterations pertinent to the Modified System;
(j) "Specifications of the Modified System" are those appearing in
the detailed Study, as described in Appendix 1.1.c;
(k) "Specifications of the Base System" are registered in the
documentation of the WPC, UES, VR, and PSP Basic Functionality, existing at the
time of signature of this Contract, as described in Appendix 1.1.a;
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(l) "User Acceptance Test Matrix" refers to the documents to be
provided by the LICENSOR so as to conduct the test of Acceptance of the
Modified System;
2. LICENSE OF USE OF THE MODIFIED SYSTEM
2.1 The LICENSOR hereby grants to the LICENSEE, and the LICENSEE
hereby accepts, as long as this Contract is in force, a non-exclusive and non
transferable right to use the Modified System ("License"), the implementation
of which is stipulated in Appendix 1.1.c.
2.2 The license granted by the LICENSOR allows the LICENSEE to use
the Modified System for data and file processing in any of its branches;
2.2.1. The LICENSEE agrees not to use a network program to copy
(except for backup purposes), translate, modify, adapt, decompile, disassemble,
improve, or reverse engineer the Base System.
2.2.2. The license is granted so that only one copy of the Modified
System is used in production. An additional amount of US $600,000.00 (six
hundred thousand American Dollars) will be payable to the LICENSOR for each
additional copy of the Modified System that the LICENSEE may request for use in
production.
2.3 The rights, benefits, responsibilities, and obligations
granted herein to the LICENSEE are personal, and must not be transferred or
assigned to third parties without the written permission of the LICENSOR. Any
attempt to sell, transfer, or assign without said permission will be null and
void. This clause does not apply to the group of companies of which the
LICENSEE is a part, specially the LICENSEE's parent companies and subsidiaries.
2.4 The LICENSOR will endeavor to ensure that use of the Modified
System by the LICENSEE is made in its best possible form, providing the
LICENSEE with al the necessary support for such purpose.
2.5 Under the terms of this contract, the LICENSOR does not grant
to the LICENSEE any proprietary right subject to registration as patent or
trademark.
2.6 The LICENSEE agrees not to obtain a patent on any software,
source codes, drafts, technical data, or any other technical information that
the LICENSOR may supply to the LICENSEE within the scope of this contract, or
to contribute objectively in a way that a third party may do so, as long as
this Contract is in force, or even subsequent to its termination, without the
written authorization of the LICENSOR.
2.6.1. The LICENSOR must maintain the LICENSEE immune against any
form of litigation that third parties may bring upon the LICENSOR as a result
of any rights that the same may have on the Modified System and any software,
source codes, drafts, technical data, or any
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other technical information supplied to the LICENSEE by the LICENSOR within the
scope of this Contract.
2.7 Upon delivery of each of the stages of the Modified System, as
stipulated in Appendix 5.2, the License and the LICENSOR will test the
functional capacity and performance of the respective stage, in accordance
with the Acceptance of the Modified System, as described in Appendix 1.1.d.
2.8 The Modified system, must comply with the specifications
contained in the document of Basic Functionality, as described in Appendix
1.1.a to this Contract, with the modifications stipulated in the detailed
Study.
2.9 The LICENSEE will be entitled to obtain the source code of the
Modified System a part of this Contract. A Confidentiality Agreement, however,
acceptable to the LICENSOR in form and substance, will have to be signed by the
LICENSEE, its directors and/or representatives, who may in any form be in
contractor with the Modified System.
3. HARDWARE REQUIREMENTS
3.1 The Modified System requires a Local Access Network (LAN) with
sufficient storage capacity, special functions, and adequate peripheral
equipment for its operation, as described in Appendix 1.1.e, and the Hardware
Requirements for adequate use of the Modified System.
3.2 The LICENSEE will only be responsible for licenses or run time
fees which refer to third party software contained in the configuration of the
Modified System, and which are specified in Appendix 3.2.
4. PAYMENT GENERAL CLAUSE
4.1 All the payments arising from this Contract, and which are due
for remittance to another country, are subject to the Brazilian rules of law
which govern such remittances.
4.2 Unless otherwise stipulated, all the payments in American
Dollars which arise from this Contract must be remitted abroad and deposited in
the LICENSOR's Account N. 1632230027 at the NationsBank, Ft. Worth, Texas,
within 30 days from receipt of the invoice, by electronic transfer, or in any
other account or location which the LICENSOR must designate in writing 2 (two)
days prior to the date of payment. The LICENSEE will be responsible for all of
the bank tariffs and similar charges.
4.3 All the amounts which the LICENSEE is to pay to the LICENSOR
under the terms of this Contract must be exempt from any tax, contribution,
duty, and tariff that may be imposed on the same by any Brazilian authority, be
it federal, state, or municipal.
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4.3.1. Should the LICENSEE be obliged to retain income tax on the
amounts payable to the LICENSOR, the same will be complemented by the LICENSEE
to extent necessary to meet the values accorded upon in this Contract, without
any reduction whatsoever.
4.3.2. This clause is not applicable to the cases in which the
LICENSOR is entitled to use the values retained in Brazil upon payment as tax
credit. In this case said information must be supplied by the LICENSOR upon
the issuance of any invoice payable by the LICENSEE.
5. IMPLEMENTATION OF THE MODIFIED SYSTEM
5.1 The detailed Study prepared by the LICENSOR and appearing in
Appendix 1.1.c identifies the modifications to be introduced in the Base
System by the LICENSOR, and which are necessary for the adaptation of the Base
System to the operations of the LICENSEE. Said Study is an integral part of
this Contract for all legal purposes, including those which concern the
estimated dates of delivery, the performance and functionality parameters.
5.2 As stipulated in appendix 5.2, the Modified System will be
implemented in three stages ("Stages"), whose dates of delivery to the LICENSEE
are as follows: (i) June 15th 1998, (ii) October 15th 1998, and (iii) February
18th 1999 (all of which are collectively referred to as "Dates of Delivery").
5.2.1. For the purposes of this Clause 5, the term "date of delivery"
must be construed as being that on which each of the Stages of the Modified
system is actually installed on the LICENSEE's computers.
5.3 Once the LICENSOR has delivered to the LICENSEE each of the
stages of the Modified System, the LICENSEE will have a 15-day term within
which to proceed with the Test of Acceptance of each stage, as stipulated in
Appendix 1.1.d. The LICENSEE must, within the same term, communicate to the
LICENSOR the results of said test, always in a clear and justified form.
5.3.1. In case the Test of Acceptance is not satisfactory to the
LICENSEE, the respective Stage of the Modified System will be deemed not
delivered, for all the purposes of this contract.
5.3.2. The Stages of the Modified System whose Test of Acceptance is
negative, will only be considered as delivered to the LICENSEE once the
problems initially indicated by the LICENSEE are totally soled, and the stage
is then delivered free from any new problems that may have arisen, which fact
will be tested by the LICENSEE within up to 15 days from receipt of the
respective Stage of the Modified System. The dispositions of item 5.3.1 are
also applicable to this test.
5.3.3. In case the result of the Test of Acceptance is positive, the
respective Stage of the modified system will be deemed as having been delivered
on the date on which the tested and accepted version is received by the
LICENSEE.
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5.4 The LICENSOR must have delivered to the LICENSEE, no later
than February 18th 1999, the third Stage of the Modified System, along with the
two prior stages, duly accepted by the LICENSEE.
5.4.1. The stipulations contained in items 5.3.2 and 5.3.3 above are
applicable for the purpose of establishing the date of delivery of the third
Stage of the Modified System.
5.5 In case the LICENSOR does not comply with the stipulations of
item 5.4 above, a fine equivalent to US$ 3,000.00 (three thousand American
dollars) shall be payable by LICENSOR to the LICENSEE for each Day of Delay,
which expression is to be understood as referring to every normal working day
included in the period that begins eighteen days after the Dates of Delivery
and ends in the day of actual delivery of the respective Stages of the Modified
System to the LICENSEE.
5.5.1. Whenever a delay takes place of any of the Date of Delivery as
a result of the LICENSOR's fault, the LICENSEE is to notify the LICENSOR in
writing about said delay.
5.5.2. Should the motive of the delay be the result of the LICENSEE's
fault, the number of days corresponding to said delay must be deducted from the
number of days of delay whose fault is attributable to the LICENSOR.
6. SERVICES AND TRAINING
6.1 The LICENSOR must, whenever requested in writing by the
LICENSEE, make available to the LICENSEE experienced technicians and other of
its professionals to instruct and provide consulting services in respect of the
installation, operation, use, and services relating to the Modified System, at
the location indicated by the LICENSEE. LICENSEE agrees not to make
unreasonable requests.
6.2 Until the beginning of the Implementation of all the Modified
System in any of the LICENSEE's branches, all and any expenses incurred by the
LICENSOR while developing the Modified System (including travel and boarding
expenses of the LICENSOR's personnel) are to be borne by the LICENSOR.
6.3 The LICENSOR will be remunerated by the LICENSEE in accordance
with the stipulations of Appendix 1.1.f, whenever the latter requests from the
former the provision of services not related to the development of the Modified
System.
6.3.1. All the amounts owed to the LICENSOR as a result if item 6.3
above will be paid by the LICENSEE to the LICENSOR in American Dollars, within
a term of 30 days from the date of receipt by the LICENSEE of the respective
invoice issued by the LICENSOR.
6.4 All printed material concerning the Modified System supplied
to the LICENSEE by the LICENSOR must be in English, except for the material
identified per item 59 of the Detailed Study, which must be in Portuguese.
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7. PAYMENT OF THE LICENSE TO USE THE MODIFIED SYSTEM
7.1 The LICENSEE will pay to LICENSOR the amount of US$
3,700,000.00 (three million seven hundred thousand American dollars) for the
Modified System, in the following way:
(a) US$ 100,000.00 (one hundred thousand American
dollars), already paid, based on the Memorandum of Understandings signed by
both parties;
(b) US$ 50,000.00 (fifth thousand American dollars),
payable on February 2nd 1998;
(c) US$ 1,000,000.00 (one million American dollars),
payable on the date of signature of this Contract;
(d) US$ 700,000.00 (seven hundred thousand American
dollars), payable within a term of up to 30 days from the date of delivery
stipulated in item 5.2(i);
(e) US$ 700,000.00 (seven hundred thousand American
dollars), payable within a term of up to 30 days from the date of delivery
stipulated in item 5.2 (ii); and
(f) US$ 1,150,000.00 (one million one hundred fifty
thousand American dollars), payable within a term of up to 30 day from the date
of delivery stipulated in item 5.2(iii) or 30 days from the date of effective
delivery date, whichever occurs first.
7.1.1. In case of the LICENSEE does not accept one of the stages of
the Modified System, the dates of delivery of which are listed in item 5.2,
payment of the amount owed in relation to this stage will be due only within 30
days, upon receipt by the LICENSEE of an acceptable new version of that stage,
delivered by the LICENSOR.
7.2 The LICENSOR shall at its own expenses provide the LICENSEE
with a performance bond in the value of US$ 3,700,000.00 (three million seven
hundred thousand American dollars), the proceeds of which may be used in the
event that the installation and/or technical performance of the Modified System
do not conform to the parameters of good functionality of the Modified System,
as defined in Appendix 7.2. The terms and conditions of said performance bond
must be approved by the LICENSEE.
7.2.1. All payments stipulated in clause 7.1 are conditioned to the
previous supply of the performance bond by LICENSOR to LICENSE, as contemplated
by clause 7.2 above, not having LICENSEE the obligations of making these
payments until LICENSOR supplies said performance bond.
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7.3 An interest rate equivalent to LIBOR rates (12 months) plus 1%
(one percent) will be payable to the LICENSOR, should the LICENSEE be at fault
for late payment. Interest shall accrue only 30 days after due date.
8. WARRANTY
8.1 The LICENSOR warrants that the Modified System will confirm to
the functionality and performance technical specifications stipulated in
Appendix 7.2, as well as to the highest standards used in its line of business
in the United States, hereby providing a six-month warranty, which shall
commence on the date of the beginning of the implementation of the Modified
System in any of the branches of the LICENSEE, and which is expected to occur
on May 3rd, 1999, except in the case that eventual problems verified are a
result of improper use of the technical recommendations by the LICENSEE.
8.2 In case the Modified System does not function in accordance
with the technical performance or specifications and/or does not conform to the
standards of good functionality ("Failures"), as described in Appendix 7.2,
during the warranty period, the LICENSOR will, at its own expense, respond
immediately to the requests of the LICENSEE, without substantial interruption
of the utilization of the Modified System, until the problems are solved.
8.2.1. All Failures verified in the warranty period, contemplated by
clause 8.1 above must be informed by LICENSEE to LICENSOR in the form of
written notice, as established by clause 123 below, and the LICENSOR undertakes
the obligation to repair the Failure as soon as possible.
8.3 In case the problem arises from an error made or induced by
the LICENSEE;, the same will pay for the services rendered by the LICENSOR in
connection with the analysis and correction of the problem, as described in
Appendix 1.1.f.
8.3.1. For the purposes established in clause 8.3 above LICENSOR
shall, at its own expenses, prepare an appropriate technical report which
demonstrate, a clear and objective way that the detected Failure in fact
derives from error practiced or induced by LICENSEE.
8.3.1.1. Once the technical report is prepared and presented to
LICENSEE, LICENSOR, jointly with LICENSEE shall make a demonstration in which
LICENSER shall reproduce the Failure, and this reproduction must prove that the
cause indicated in the technical report is effectively derived from an error
practiced or induced by LICENSEE.
8.3.1.2. If by any reason the determination of the cause of the
Failure through the demonstration above mentioned does not succeed, LICENSEE
shall be considered released, and the repaid must be made by LICENSOR without
the LICENSEE incurring any expense sin relation to such repair.,
8.3.1.3. The preparation of the technical report, as well as the
demonstration referred to in item 8.3.1.1 above, must not, in any situation,
interfere in the immediate attendance by
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LICENSOR to the notification of the LICENSEE, and the repair shall be made as
soon as possible.
8.3.2. The payment referred to in item 8.3 above will be made within
a 30-day term, commencing upon receipt by the LICENSEE of the invoices issued
by the LICENSOR, containing a detailed description of the services rendered.
8.4 Even after this warranty expires, the LICENSOR must correct
any defect, as long as the LICENSEE reimburses the LICENSOR with the expenses
incurred in connection with correcting the defect, as described in item 8.3.2
above.
8.4.1. Charges made to the LICENSEE for services rendered in
connection with the correction of the defect will be based on the time spent
and the materials used, as per the normal work hour cost of the LICENSOR's
professionals on the occasion. Payment, in American Dollars, will be due
within 5 (five) work days from the said correction.
8.5 At no time and under no circumstances, in case of unauthorized
or improper use of the Modified System by the LICENSEE, LICENSOR will not be
liable for the interruption of the LICENSEE's operations, for the loss of
profit or for partial, incidental, or indirect damages.
8.6 The LICENSOR declares that it has developed and is the
proprietor of the Modified System, and thus has the right to license it to the
LICENSEE. The LICENSOR further declares that the Modified System does not
infringe the rights of any third party.
8.7 The LICENSOR hereby undertakes not to allow any other
interested party to possess any version of the Modified System which is
installed and functioning in production during a term of 6 (six) months from
the beginning of the implementation of the Modified System in any of the
LICENSEE's branches.
9. CONFIDENTIALITY
9.1 The LICENSEE acknowledges that the Modified System comprises
confidential information developed by and belonging to the LICENSOR. The
LICENSEE will take all the reasonable precautions necessary to safeguard the
confidentiality of the Modified System, including (i) those taken by the
LICENSEE to protect its own confidential information, data, registers,
materials and processes, and (ii) those which the LICENSOR may request
occasionally.
9.2 The LICENSEE will not, without written permission of the
LICENSOR, disclose the Base System or the Modified System, wholly or in part,
to any individual, entity, or other person, except the LICENSEE's authorized
officers who will operate the Modified System. The LICENSEE further undertakes
to take all precautions suitable and necessary against any unauthorized
disclosure of the Modified System by any employee, director, contracting party,
or agent of the LICENSEE.
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9.3 If requested by the LICENSOR, all the directors, employees,
contracting parties, and agents of the LICENSEE who have access to all and any
part of the Modified System must sign written agreements, valid and executable
according to the laws of Brazil, as stipulated in item 2.9 above, whereby they
undertake to maintain the Modified System and all related data under strict
confidentiality, and not to reveal any information related to the Modified
System to any unauthorized person, individual, entity, or third party.
9.4 The LICENSOR, its representatives, employees, agents, and
consultants also agree to sign a Confidentiality Agreement, acceptable to the
LICENSEE in form and substance, for the purpose of ensuring the confidentiality
of the modifications, information and data introduced in the Base System as a
result of business and/or operational practices pertaining to the LICENSEE.
9.5 The LICENSEE acknowledges that recession of this Contract will
not extinguish the obligations assumed by the parties in this Clause.
10. NON-HIRING POLICY
10.1 During the term of this Contract, and from the date of its
execution the LICENSEE and the LICENSOR expressly and mutually undertake not to
contract, or cause to contract, directly or indirectly, any employee of the
other party, including those employees who have been, for any reason, ceased to
work for the LICENSOR or LICENSEE, whichever the case, in less than one year
for the LICENSOR or LICENSEE, whichever the case, in less than one year.
11. EFFECTIVE DATE; RESCISSION
11.1 This contract will become valid upon signature by the parties
and will be forced for a period of 5 (five) years.
11.1.1. The term mentioned in item 11.1 above may be renewed for
equal and successive periods of time by means of simple written notice to the
LICENSOR, wherein the LICENSEE requests said renewal, with a minimum precedence
of 30 (thirty) days after the date stipulated in item 11.1 and/or from any of
the subsequent renewal dates, and said renewal shall not generate any cost,
expenses or burden for the LICENSEE.
11.2 This Contract may be rescinded upon completion of any of the
obligations of the LICENSEE, including, but not limited to, the non-disclosure
of any technical datum relating to the Modified System or, even, in the cases
listed in item 11.3.
11.2.1. The LICENSEE's obligations to pay the LICENSOR in the terms of
this Contract will subsist, independently from the rescission of this Contract,
as long as the LICENSOR has performed its obligations derived from this
Contract.
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11.3 This Contract will be rescinded upon occurrence of any of the
following hypotheses:
(a) failure to perform this Contract by any of the parties, and
failure to take the steps necessary to perform, within a term of 30 (thirty)
days from the date of receipt of written notice to that effect by the other
party;
(b) failure of the LICENSEE to pay the LICENSOR the amounts due,
acknowledged by the LICENSEE upon receipt of the 90-day overdue payment notice,
except in those cases in which the respective remittances to another country
cannot be effected as a result of obedience to applicable Brazilian norms and
rules.
(c) in case the LICENSEE does not abide by the rules of
confidentiality stipulated in Clause 9 of this Contract, in which case
rescission will not affect the right of the LICENSOR to have such
non-performance properly remedied at any time;
(d) upon dissolution or liquidation of any of the parties; upon
appointment of a liquidation to administrate all and any part of its
obligations or property; upon bankruptcy or composition with creditors of any
of the parties; or even upon insolvency of any of the parties.
(e) in the event of intervention, direct or indirect, by any
government or authority that may prevent performance of this Contract as
described herein.
11.4 The LICENSEE is entitled to rescind this Contract in case the
Modified System presents one or more defects which render it useless, and which
are not corrected by the LICENSOR within a term of 90 (ninety) days from the
date of receipt of the pertinent written notice sent by the Licensee, and
provided the fault for said defects is attributable to the LICENSOR, and, in
case they are applicable, the provisions set forth in clauses 8.2 to 8.3.1.1
above shall be observed.
11.4.1. Once the rescission of the contract occurs under the
circumstances referred to in clause 11.4 above, LICENSOR expressly undertakes
to restitute to LICENSEE the total amounts received until the date of
rescission, this restitution being limited to the amount of US$2,000,000.00.
11.5 Rescission of this Contract may also occur at any time, at the
discretion of the LICENSEE, provided that (i) the LICENSEE returns to the
LICENSOR all the documentation and other materials and documents related to the
Modified System; and that (ii) the LICENSEE effects payment of all amounts owed
to the LICENSOR as a result of the stipulations of this Contract.
11.6 Without prejudice of other rights and remedies, when one of
the parties fails to perform, as per the terms of Clause 11, the performing
party may, at its discretion, rescind this Contract by means of written notice
sent to the defaulting party. Non-rescission of this Contract, as per the
established terms, will not constitute waiving, by the performing party, of
rights to
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claim any other damages, or of the right to rescind this Contract for any other
subsequent non-performance, or any analogous event, which may be similar to the
events herein specified.
12. NOTIFICATIONS
12.1 All notifications must be served through a facsimile or e-mail
transmission, or through registered air mail correspondence, subject to
acknowledgment of receipt, sent to the addresses below:
(i) INSPIRE INSURANCE SOLUTIONS, INC.
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
ATTN: Xxxxxx X. Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
(ii) SUL AMERICA CIA NACIONAL DE SEGUROS
Rua da Quitanda, 86
Rio de Janeiro, Rio de Janeiro 20091-000
ATTN: Xxxx Xxxxxxxxx Passos
Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (021) 276-8317
12.2 Copy of the notifications sent by facsimile or e-mail
transmission must be sent by subsequent registered airmail, subject to
acknowledgment of receipt by the addressee. The sender is to verify receipt of
the notification on the first work day subsequent to the date on which the
facsimile or e-mail transmission occurred. Notification sent by registered
airmail subject to acknowledgment of receipt, duly addressed and posted, will
be deemed as received within a maximum term of 7 (seven) work days from the
date of postage.
12.3 Should notification be urgent in nature, no tolerance will be
given to the absence of prior oral communication of its contents. The oral
communication does not exempt the need for subsequent written notification, as
per the terms of item 12.2 above.
13. SEPARABILITY: WAIVER
13.1 Should any of the stipulations of this Contract be considered
invalid, impossible, or null, for any reason, and in any case, as a result of
applicable legislation in force at the time, the other stipulations of the
Contract must remain valid, effective and enforceable, in which case the
parties must substitute the invalid stipulation with a valid and possible
stipulation that corresponds, as much as possible, to the spirit and objective
of the substituted stipulation.
13.2 No fault or delay by any of the parties in performing any
condition of this Contract will affect the right of the respective party to
demand full performance of the Contract
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at any time. Waiving of any of the stipulations of this Contract, by any of
the parties, in favor of the other party, will only be considered valid if made
in writing.
14. SUCCESSION
14.1 Except for the stipulations of item 2.3 above, this instrument
binds, in all of its terms, clauses and conditions, the parties themselves,
their heirs, and their successors at any title.
15. APPLICABLE LAW
15.1 This Contract is to be analyzed and construed in accordance
with the laws of the Federative Republic of Brazil. Additionally, when
performing their respective obligations, the parties are to respect the laws
and regulations of the United States of America and of the Federative Republic
of Brazil, as well as the international treaties signed by any of the two
countries, as regards the commercialization of products and information, and
the relationship with the government agencies that regulate this Contract.
16. TITLES
16.1 The titles assigned to the clauses, or used in any other
stipulation of this Contract, constitute mere reference, used exclusively for
organization purposes, not integrating nor affecting the meaning or the
interpretation of this Contract.
17. INTEGRAL CONTRACT
17.1 This Contract, including its appendixes, reflects all the
agreements existing between the parties as regards the subject matter contained
herein, and substitutes all previous understandings and documents on the same
subject matter. Neither party may claim to have sustained understandings, or
to have signed agreements that are inconsistent with this Contract. No
alteration to this Contract will be considered effective, unless it is made in
writing, and is signed by both parties.
18. VENUE
18.1 Each of the parties hereto irrevocably elects the jurisdiction
of the courts of the city of Rio de Janeiro, in the State of Rio de Janeiro,
excluding any others, no matter how privileged they may be, to resolve any
disputes arising from this instrument.
Thus, upon reaching this agreement in fairness, the parties hereto
will sign this instrument in 3 (three) copies of identical content and form, in
the presence of the witnesses hereto, who will also sign:
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INSPIRE INSURANCE SOLUTIONS, SUL AMERICA CIA NACIONAL
INC. DE SEGUROS
------------------------------------ ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx Pasos
Position: Executive Vice President Position: Vice President
---------------------------------
Name: Xxxxxxxx Xxxxxxx
Position: Vice President
Witnesses:
1. 2.
---------------------------------- -------------------------------
Name: Name:
CPF: CPF:
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