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EXHIBIT 10.1
PC Teller Software License Agreement between Xxxxx de Oro Bank, N.A. and M & I
Data Services, Inc. dated December 19, 1991; Amendment No. 1 to PC Teller
Software License Agreement dated February 19, 1993
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AMENDMENT NO. 1 TO PCTELLER
SOFTWARE LICENSE AGREEMENT
This Amendment No. 1 to PCTeller Software License Agreement is entered
into as of this 19th day of February, 1993, by and between M&I Data Services,
Inc. ("M&I") and Xxxxx de Oro Bank, N.A. (the "Customer").
RECITALS
WHEREAS, M&I and Customer are parties to a PCTeller Software License
Agreement dated December 19, 1991 (the "Agreement"), pursuant to which the
Customer obtained a right and license to use PCTeller Software (the "Software")
for its own internal business purposes; and,
WHEREAS, the Customer wishes to license additional copies of the
Software.
NOW, THEREFORE, in consideration of the Recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants and agreements set forth herein, M&I
and Customer agree as follows:
1. AMENDMENT TO AGREEMENT. Exhibit A to the Agreement is deleted in
its entirety and replaced by Exhibit A attached hereto.
2. CONTINUANCE OF AGREEMENT. Except as amended herein, the
conditions and terms of the Agreement shall remain in full force
and effect.
3. BINDING AGREEMENT. Each party executing this Amendment No. 1
agrees to be bound by all the terms and conditions contained in
the Agreement as modified by this Amendment No. 1.
THE PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ THIS AMENDMENT NO. 1,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS AS STATED
HEREIN.
IN WITNESS HEREOF, the parties hereto, through their duly authorized
officers and agents, have hereby executed this Amendment No. 1 on the date
before written.
XXXXX DE ORO BANK, N.A. (CUSTOMER) M&I DATA SERVICES, INC. (M&I)
By: /s/ XXXXXX XXXXXXXXX By: /s/ XXXXXX X. XXXXXXXXXX
--------------------------------- ----------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Sr Vice President/CFO Title: Senior Vice President
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EXHIBIT A TO AMENDMENT NO. 1
PCTELLER SOFTWARE LICENSE AGREEMENT
M&I DATA SERVICES, INC.
Xxxxxxxxx, Xxxxxxxxx 00000
Customer Name: Xxxxx de Oro Bank, N.A.
Address: 0000 Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Description and Number of Licensed Computer(s)/Workstation(s)/Equipment:
PCTeller: Total of twenty-eight (28) workstations to be defined by
Customer.
-- Twenty-four (24) workstations licensed under the original
Agreement Exhibit A.
-- Four (4) workstations licensed pursuant to this Amendment
No. 1.
Customer's Primary Location Description:
Xxxxx de Oro Bank, N.A.
0000 Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
User Documentation:
PCTeller Training Guide
PCTeller User Guide
Licence Fee:
PREVIOUSLY LICENSED: $14,280.00
DUE WITH THIS AMENDMENT NO. 1:
Additional four (4) copies $ 2,380.00
Sales Tax (7.75%) 184.45
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TOTAL $ 2,564.45
TOTAL LICENSE FEE EXCLUDING TAX: $16,660.00
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ADDENDUM
PC TELLER SOFTWARE LICENSE AGREEMENT
THIS ADDENDUM, dated this 19 day of Dec, 1991, by and between the undersigned
parties, describes the Bundled Hardware and Support Services M&I will provide to
Customer and the cost for such hardware and service.
RECITALS
WHEREAS, Customer and M&I have entered into a PC Teller Software License
Agreement on an even date herewith for the use of a personal computer-based
software system; and
WHEREAS, Customer wishes to acquire certain computer hardware, operating
software, and services to be used in conjunction with such software system.
NOW, THEREFORE, for and in consideration of the mutual agreements contained
herein, Customer hereby agrees to purchase the hardware and support services (as
described herein) through M&I, and M&I agrees to sell such hardware and provide
such support services subject to the ongoing satisfactions by Customer of the
following terms and conditions:
1. Hardware. Customer agrees to purchase through M&I thirty-eight (38) NCR
PC386SX EL units with 1 Mb RAM and 40 Mb hard disk; three (3) NCR PC386SX EL
units with 1 Mb RAM and no hard disk; three (3) NCR PC386SX/MC20 with 2 Mb RAM
and 100 Mb hard disk; thirty (30) twelve-inch NCR VGA monochrome display units;
fourteen (14) fourteen-inch NCR VGA color display units; forty-four (44) 2 Mb
RAM upgrades; twenty-four (24) XXX 0000 validation printers; five (5) Okidata
390 printers; two (2) HP Laserjet III D laser printers; six (6) NCR 5223
passbook/document printers; three (3) NCR 800 VA UPS units; three (3) Emerald
tape backup units; three (3) Novell Netware V2.2 50-user software packages;
three (3) 3270 Elite Plus NLV (multisession); three (3) LAN menuing software
packages; three (3) remote support modems and software packages; and necessary
cables, modems, multistation access units (XXXx), and boards to network hardware
and communicate to M&I host.
2. Preinstallation Services. All hardware purchased through M&I will be set up
and initial system tested at M&I. This includes, but is not limited to, 24 hour
"burn-in" of file server, gateway and LAN hardware, installation and
configuration of memory/adapters, and setup and configuration of Novell Netware
LAN Software, LAN menuing software and utilities, LAN remote support software,
LAN tape backup software, and software packages purchased through M&I.
3. Installation Services. M&I will ship the purchased hardware to the Customer's
locations) and, at the Customer's locations), install the hardware. The
installations will include installing the file server and gateway, installation
of LAN workstations, installation of LAN peripheral hardware and software as
applicable, full application testing including on-line testing with M&T, and
performance tuning as necessary. Customer is responsible for having the physical
wiring to each workstation location with connectors completed prior to M&I being
on-site for installation. M&I will provide wiring specifications suitable for an
electrical contractor to complete the necessary wiring, provide phone support to
the person(s) doing the wiring, and verify when on-site for installation that
the wiring has been completed and connectors installed as specified. Customer
may be required to reimburse M&I for time-and-materials expenses, including
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lodging and travel expenses, should the wiring or connectors be found defective
or inadequate.
4. Warranty. THE FOLLOWING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(a) The hardware warranties are provided by the equipment manufacturer
and are as follows:
NCR PC386SX Units One (1) year on-site
NCR Display Units One (1) year on-site
NCR Multistation Access Units One (1) year on-site
XXX 0000 Validation Printers Ninety (90) days
NCR 5223 Document Printers Ninety (90) days
Okidata 390 Printers Ninety (90) days
HP Laserjet III D Printers One (1) year
NCR 800VA Uninterruptable Power Supply Three (3) years
Practical Peripheral 2400 Modem Five (5) years
Emerald Tape Backup Unit One (1) year
M&I will secure the warranties for the Customer from the
manufacturer and, depending upon the Customer's current agreements
with the manufacturer, the Customer may be required to sign a
warranty/service agreement from the manufacturer. Upon customer's
written request, M&I will secure detailed disclosures of
manufacturer's warranties.
(b) M&I warrants that the installed operating environment will allow
stable access to the software installed by M&I and to the M&I Host System
provided access is available to Customer. Customer acknowledges and agrees that
its sole remedy under this warranty for the operating environment is for M&I to
attempt to correct deficiencies brought to its attention by the Customer during
the twelve (12) months following installation. Customer hereby acknowledges that
M&I is not liable for hardware malfunctions, and that M&Is only responsibility
is to assist Customer in resolving hardware problems reported by Customer to M&I
in the twelve-month period following installation.
5. Limitation of Liability. M&I's liability for damages to Customer for any
cause whatsoever, whether in contract or in tort, including negligence, shall be
limited to the fees paid for that portion of the installation service that
caused the damages or is directly related to the claim for relief. In no event
shall M&T be liable for damages caused by Customer's failure to perform its
obligations under this Agreement or for any lost profits, lost savings, and
incidental or consequential damages, even if M&I has been advised of the
possibility of such damage.
6. Technical Support M&I will provide to Customer for the twelve (12) months
following installation, assistance in problem determination, problem resolution,
dispatching field engineers relative to manufacturer's warranties, and
maintaining the Local Area Network (LAN) environment (new users, passwords,
etc.). M&I will remain current on new releases of hardware and software
installed by M&I and assist the Customer in determining the value of upgrading
and, when requested by the Customer, negotiate the price from the vendor and
assist with installing the upgrade. The support is provided on the premise that
Customer sends at minimum one (1) person to Novell LAN training and that the
Customer designates two (2) contact people for M&I to interact with on
supporting the operating environment. If on-site support is required as a result
of modifications made to the operating environment not preapproved by M&I, the
Customer agrees to pay for M&I's effort in investigating and/or resolving the
issues resulting from such modifications at M&I's then-current rates for such
services, plus expenses incurred by M&I. M&I will provide phone support with
regard to the operating environment during M&I's regular business hours.
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7 . Purchase Price. Customer agrees to make arrangements with M&I to pay the
hardware and installation services' invoice according to the payment terms
within the current Data Processing Services Agreement with M&I. The invoice for
the hardware and installation services will be dated after the completion of
installation at customer site(s). The total purchase price, excluding all
applicable taxes, duties, shipping charges, and travel and lodging expenses,
will not exceed $238,681 for the installation of the workstations. Customer
shall pay all applicable taxes, duties, shipping expenses, travel and lodging
expenses, and other charges (including, but not limited to, sales, use, excise,
and personal property taxes) now or hereafter levied, assessed, or charged
against the hardware and services as a consequence of this Addendum, except
where such taxes, duties, or charges are based upon net income of M&I.
8. Incorporation of License Agreement. Terms and conditions of the PC Teller
Software License Agreement not in conflict with those contained herein shall be
of the same force and effect with respect to this Addendum as if specifically
contained in this Addendum.
THE PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ THIS ADDENDUM,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AS STATED
HEREIN.
IN WITNESS WHEREOF, the parties hereto through their duly authorized
officers and agents have hereby executed this Addendum on the date before
written.
XXXXX DE ORO BANK, N.A. (CUSTOMER) M&I DATA SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXXXXXXX
----------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President Title: Senior Vice President
Attest: Attest:
By: /s/ XXXXXXX X. XXXXX By: /s/ XXXX X. XXXXXXX
----------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx
Title: President & C.E.O. Title: Vice President
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M&T DATA SERVICES, INC.
PC TELLER SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this 19 day of Dec 1991, by and between M&I
Data Services, Inc. ("M&I"), a Wisconsin corporation located at 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and Xxxxx de Oro Bank, N.A. located at 0000
Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000 (the "Customer").
RECITALS
WHEREAS, M&I has developed teller software for use with personal
computers; and
WHEREAS, Customer wishes to obtain a license to use such software for its
own internal purposes.
NOW, THEREFORE, for and in consideration of the mutual agreements contained
herein, M&I hereby grants Customer the right and license to use the PC Teller
Software (as described herein) subject to the ongoing satisfaction by Customer
of the following terms and conditions:
1. PC Teller Software. For purposes of this Agreement, the term PC Teller
Software (referred to as the "Software") shall mean a teller software system
delivered to the Customer in machine-readable code (object code) only, together
with related user documentation provided by M&I and identified in Exhibit A.
2. Scope of License. M&I hereby grants to Customer a nonexclusive,
nontransferrable, and revocable license to use the Software for its own internal
business purposes and solely accessible by the personal computers listed in
Exhibit A. Customer acknowledges and agrees that the Software is licensed to
Customer on the condition that Customer currently, and continues to have
throughout the time period of this License, all of its data processed by either
the M&I Loan System or the M&I Deposit System. Customer understands that this
License does not include the operating system which may be necessary to utilize
the Software.
3. License Fee. Customer shall pay to M&I a one-time License Fee as set
forth in Exhibit A, such fee to be based upon the number of personal computer
workstations that are authorized to access the Software, as listed in Exhibit A.
The License Fee shall, include Training and Conversion Support as described in
Section 6. Customer agrees that if additional personal computer workstations or
equipment other than those listed in Exhibit A access the Software, M&I shall,
in
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addition to any other remedies it may have, have the right to terminate the
license granted herein granted herein or charge an additional License Fee; such
fees to be based upon the increased access computed in accordance with M&I's
then-current price schedule. Customer shall also pay all applicable taxes,
duties, and charges (including, but not limited to, sales, use, excise, and
personal property taxes) now or hereafter levied, assessed, or charged against
the Software while licensed to Customer as a consequence of this Agreement,
except where such taxes, duties, or charges are based upon the net income of
M&I.
4. Payment of License Fee. Customer shall pay to M&I the one-time License
Fee, in immediately available funds, upon execution of this Agreement.
5. Delivery. M&I shall deliver on magnetic diskette to Customer at time
of conversion to PC Teller, one machine-readable copy of the Software. Delivery
shall be deemed to have occurred upon Customer's receipt of the Software at the
time of conversion ("Delivery Date").
6. Training and Conversion Support. M&I shall provide a two-day teller
analysis session to determine teller transaction requirements and a three-day
teller training class to familiarize the Customer's trainers with the features
and functions of the Software. The sessions shall be held at the M&I Datacenter
located in Xxxxx Deer, Wisconsin, at dates and times established by M&I. M&I
shall also be on-site for five days at Customer's main office at time of
conversion to assist with the conversion to the PC Teller Software. The date of
conversion will be mutually established by Customer and M&I. M&I will also
provide to Customer, in conjunction with their conversion to PC Teller, an
upgrade to the Tellerlink host software. M&I reserves the right to change the
content and duration of analysis and training sessions and the duration of
on-site support. Customer shall be responsible for all costs and expenses
incurred by attendees, including travel and lodging expenses. Customer agrees to
reimburse M&I for travel and lodging expenses for Training and Conversion
Support rendered to Customer outside of M&I offices.
7. Installation. M&I shall install the Software on Customer's computers)
which are purchased through M&I, as described in the Addendum. Customer agrees
to reimburse M&I for travel and lodging expenses for Installation Services
rendered to Customer outside of M&I offices.
8. Acceptance. This Agreement, and the Software, shall be deemed to have
been accepted by the Customer as of the date when M&I and Customer have both
executed this Agreement.
9. Documentation. Customer shall receive, at no additional charge, one
set of user documentation as part of the Software, as described in Exhibit A.
Additional sets of Documentation requested by the Customer will be billed to
Customer at M&I's then-current price for such documentation.
10. Maintenance and Enhancements. Maintenance services and enhancements
will be provided for the Software in accordance with the terms and conditions of
the Data Processing Services Agreement
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by and between M&T and Customer. The Software maintenance fee shall be
incorporated in the On-line Teller rates published in the M&I Data Services,
Inc., Customer price list. Such fees will be included in the Customer's monthly
data processing invoice. On-line Teller rates may be adjusted by M&I upon
written notifications to Customer of a change in M&I's current published rates.
Customer agrees to reimburse M&I for time-and-material expenses, including
travel and lodging expenses, for Maintenance and Enhancement Services rendered
to Customer outside of M&I offices.
11. Use Rights. Customer represents and warrants that it will use the
Software solely on those computers described in Exhibit A, and that it will only
process information and data for itself, its subsidiaries, parent corporation,
and subsidiaries of its parent corporation, and that it will not directly or
indirectly permit any other person or entity to have access to or use of the
Software, and that it will not use the Software to provide data processing
services on a shared resource or service bureau basis to any other person,
company, or financial institution.
12. Notification of Unauthorized Use. Customer agrees to notify M&I
promptly of the circumstances surrounding any unauthorized possession, use, or
knowledge of any part of the Software, or any other information or documentation
made available pursuant to this Agreement to anyone other than persons properly
authorized by Customer to have such possession, use, or knowledge.
13. Ownership and Confidentiality. Customer acknowledges and agrees that
the Software, including all authorized and unauthorized copies, are proprietary
to and valuable trade secrets of M&I, and Customer shall maintain their
confidential nature. Customer agrees that the Software shall be used only in
accordance with this Agreement, and Customer shall not assign, sell, lease,
market, transfer, reproduce, or disclose the Software or any modification
thereto to others. Customer shall limit access to the Software to Customer's
employees or third parties, when such persons (1) are performing services for
the Customer, related to the Customer's authorized use of the Software; and (2)
have a valid need to know and have established a legal obligation with the
Customer to protect the Software from unauthorized copying or use. Customer
shall exercise all reasonable precautions to prevent access to the Software by
persons not authorized by terms of this Agreement. Customer shall store the
Software in a secure place at all times it is not being used. In addition,
Customer shall take appropriate measures to prevent copying, distribution,
reverse engineering, and reverse compiling of the Software. Customer recognizes
that the Software may be patented, copyrighted, trademarked, or otherwise
protected by M&I, and Customer will not undertake to patent, copyright,
trademark, or otherwise apply for a proprietary grant or right with respect to
the Software.
14. Reproduction. Customer shall have the right to load the Software on
each personal computer that is included in the License Fee and appears on
Exhibit A. Customer may also
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reproduce the Software for backup or archival purposes only; provided, however,
such reproduction shall (1) be solely for the use of the Customer, (2)
conspicuously display the information shown in Exhibit B, and (3) be subject to
the restrictions set forth in this Agreement.
15. Modifications. Customer acknowledges and agrees that it shall not
make any modifications to the Software. M&I shall not be liable to the Customer
in warranty or otherwise for modifications made to the Software by someone other
than M&I. Under no circumstances shall Customer sell, distribute, or license
modifications of the Software. Nothing herein will prevent M&I from developing
and distributing its own modifications to the Software.
16. Warranty. THE FOLLOWING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO,
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(a) M&I warrants that it is the exclusive owner of the copyrights in
the Software and that it has all the rights necessary in order
to grant the licenses specified under this Agreement.
(b) M&I warrants that the Software, when run in the operating
environment specified in the user documentation, shall at the
time of the Delivery Date be capable of operating in substantial
compliance with the user documentation provided with the
Software. Customer acknowledges and agrees that its sole remedy
under this warranty is for M&I to attempt to correct all
Software errors that are brought to its attention by the
Customer during the term of this Agreement and the Data
Processing Services Agreement. Customer hereby acknowledges that
the Software is provided in an "As Is" condition and, except for
those limited warranties specified in this section, is without
warranty of any kind, either express or implied, written or
oral.
17. Limitation of Liability. M&I's liability for damages to Customer for
any cause whatsoever, whether in contract or in tort, including negligence,
shall be limited to the License Fee paid for that portion of the Software that
caused the damages or is directly related to the claim for relief. In no event
shall M&I be liable for damages caused by Customer's failure to perform its
obligations under this Agreement or for any lost profits, lost savings, and
incidental or consequential damages, even if M&I has been advised of the
possibility of such damages.
18. Authorization. Customer agrees and represents that this Agreement
has been approved by its Board of Directors, that the performance of this
Agreement by the Customer will not affect the safety or soundness of the
Customer or any of its affiliates, and that this Agreement and the obligations
evidenced hereby, will be properly reflected on the books and records of the
Customer.
19. Termination. In the event that the Customer discontinues processing
its data by use of the M&I Loan System or M&I Deposit System, this Agreement
shall automatically terminate. Customer
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shall continue to be obligated and liable for any license or maintenance fees
due and owing under this Agreement and any other legal remedies M&I may have
against the Customer. Termination may also occur if a party fails to perform its
material obligations under this Agreement and receives written notice from the
other party informing it of the breach and requiring it to cure such breach.
Should the defaulting party fail to cure its breach within a 30-day period
following the written notice (or such reasonable period if this breach, by its
nature, cannot be cured within 30 days), the other party shall have the right to
terminate this Agreement. Upon termination of this Agreement, Customer shall (1)
immediately cease using the Software; (2) erase the same from the storage in
each computer in which it has been installed; (3) certify to M&I in writing that
Customer has taken the action described in clauses (1) and (2) above; (4)
maintain in confidence all knowledge of the Software and its use, and (5) at the
option of M&I, either return to M&I or destroy all physical embodiments of the
Software and backup copies made thereof.
20. Assignment. Customer may not assign, sublicense, or otherwise
transfer any or all of its rights and obligations under this Agreement without
M&I's prior written consent, and any assignment without such prior written
consent shall be void and of no effect.
21. Notices. Notices to be given or submitted by either party to the
other under the terms of this Agreement shall be sufficiently given if made in
writing and hand-delivered or sent by certified or registered mail, postage
prepaid and addressed to the notified party, to the address shown above or to
such other address as the notified party shall so designate in writing to the
other party at least twenty (20) days prior to notification.
22. Entire Agreement. This Agreement, the Exhibits, and the Addendum
attached hereto supersede all previous agreements and understandings of any
nature whatsoever, verbal or written, and constitute the entire understanding
between the parties with respect to the subject matter hereof. All oral or
written representations, warranties, agreements, and other inducements relating
to this Agreement and its subject matter made prior to the execution and
delivery hereof have been included herein or, to the extent not included herein,
shall be deemed to have been fully performed and discharged or deliberately
omitted. No provision of this Agreement may be waived, modified, or superseded
as against M&I or Customer, except by written instrument signed by an authorized
officer of each party, expressly stating that it is intended to operate as such.
This Agreement does not limit or restrain in any way the right of M&I to lease,
license or sell, or otherwise dispose of the Software or parts thereof to any
other person or entities, or to execute agreements providing for such transfer
of rights.
23. Governing Law. This Agreement shall be governed, interpreted,
construed, and enforced in accordance with the internal laws of the State of
Wisconsin, United States of America. The exclusive jurisdiction for any legal
proceedings regarding this Agreement shall be in the courts
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of Milwaukee County, Wisconsin, and the parties hereto expressly submit to the
jurisdiction of said courts.
24. Severability. If any provision, clause, part, or the application of
this Agreement is held invalid, the remainder of this Agreement or the
application of such provision, clause, or part under other circumstances shall
not be affected.
25. Miscellaneous. Time is of the essence. No claim, regardless of form,
arising out of this Agreement may be brought by Customer more than two (2) years
after the events giving rise to the claim for relief occurred. The obligations
of confidentiality and non-use after termination, among others, shall survive
termination.
THE PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AS STATED
HEREIN.
IN WITNESS WHEREOF, the parties hereto through their duly authorized
officers and agents have hereby executed this Agreement on the date before
written.
XXXXX DE ORO BANK, N.A. (CUSTOMER) M&I DATA SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXXXXXXX
----------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President Title: Senior Vice President
Attest: Attest:
By: /s/ XXXXXXX X. XXXXX By: /s/ XXXX X. XXXXXXX
----------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx
Title: President & C.E.O. Title: Vice President
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EXHIBIT A
PC TELLER SOFTWARE LICENSE AGREEMENT
M&I DATA SERVICES, INC.
Xxxxxxxxx, Xxxxxxxxx 00000
Customer Name: Xxxxx de Oro Bank, N.A.
Address: 0000 Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Description and Number of Licensed Computer(s)/Workstation(s)/Equipment:
PC Teller - 24 workstations
Customer's Primary Location Designation:
Xxxxx de Oro Bank, N.A.
0000 Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
User Documentation
PC Teller Training Guide
License Fee:
PC Teller Software $ 14,280.00
Sales Tax (8.25%) 1,178.10
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TOTAL 15,458.10
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EXHIBIT B
PC TELLER SOFTWARE LICENSE AGREEMENT
M&I DATA SERVICES, INC,
Xxxxxxxxx, Xxxxxxxxx 00000
Customer shall prepare labels containing the following information and affix a
label to each diskette copy of the PC Teller Software reproduced by the
Customer:
1. PC Teller Software.
2. Diskette _________ of _____.
3. Licensed material - property of and copyrighted by M&I Data Services,
Inc.
4. This copy was made under M&I PC Teller Software License Agreement
dated _____________ and may be used only on the computers listed in
that Agreement. It may not be transferred to a third party.
