SOFTWARE SERVICES AGREEMENT
EXHIBIT 10.21
This Software Services Agreement (the "Agreement") covers the terms and
conditions under which Fidelity National Financial, Inc. will pay Micro General
Corporation certain monthly payments in consideration for Micro General
Corporation's agreement to provide Fidelity National Financial, Inc. services,
including, but not limited to, software and data processing services, and for
other good and valuable consideration, the receipt and sufficiency of which
Fidelity National Financial, Inc. hereby acknowledges.
The specific monthly payment amount ( the "Payment") and the period over which
the Payments are to be made (the "Transaction") are specified in the table
below. Fidelity National Financial, Inc. agrees to the terms of this Agreement
by signing below.
Term Monthly Payment Amount Payment Commencement Date
---- ---------------------- -------------------------
24 Months 59,656.11 3/15/01
This Agreement is the complete agreement regarding the Transaction and replaces
any prior oral or written communications between both parties.
By signing below, both parties agree to the terms of this Agreement. There shall
be only one original of this Agreement.
AGREED TO: AGREED TO:
FIDELITY NATIONAL FINANCIAL, INC. MICRO GENERAL CORP
By: /S/ XXXXXXX X. XXXXX By: /S/ XXXX XXXXXXXX
---------------------------- ----------------------------
Authorized signature Authorized signature
Name: /S/ XXXXXXX X. XXXXX Name: XXXX XXXXXXXX
-------------------------- --------------------------
Date: March 5, 2001 Date: 02/28/01
-------------------------- --------------------------
Agreement: GEC-SSA-001
Page 1 of 3
SOFTWARE SERVICES AGREEMENT
PART 1- DEFINITIONS
1.0 DEFINITIONS
Term is 24 months and it is the number of payment periods of the Transaction.
The Term of the Transaction begins on the date of this Agreement. It ends on the
last day of the last payment period.
PART 2 - PAYMENT
2.1 FIDELITY NATIONAL FINANCIAL, INC.'S OBLIGATION TO PAY
Payments specified in the table set forth above shall be made monthly on the
30th calendar day of each month. Fidelity National Financial, Inc. acknowledges
and understands that the terms and conditions of this Agreement enables Micro
General Corp to sell and assign it's interest in, or grant a security interest
in, this Agreement and the Payments payable hereunder, in whole or in part, to
GE Capital ("GE Capital" to secure Micro General Corp's obligations to GE
Capital and that GE Capital has extended certain financing to Micro General Corp
in reliance on Fidelity National Financial, Inc.'s unconditional obligation to
make the Payments and Micro General Corp's assignment of Micro General Corp's
interest in such Payments to GE Capital. Fidelity National Financial, Inc.'s
obligation to make the Payments shall be absolute and unconditional and shall
not be affected by any right of set-off, defense or counterclaim of any kind
whatsoever against Micro General Corp or GE Capital or by the termination of any
service, or any dispute Fidelity National Financial, Inc. may have with respect
to any service, Micro General Corp may provide to Fidelity National Financial,
Inc.
2.2 PAYMENT COMMENCEMENT
Payment starts on the Payment Commencement Date specified above.
23 DELINQUENT PAYMENTS
If Fidelity National Financial, Inc. does not make a payment by its due date,
Fidelity National Financial, Inc. agrees to pay Micro General Corp, on demand,
an additional 2% per month late charge or the maximum allowed by law, whichever
is less. The late charge will accrue on a cumulative basis until the outstanding
payments and late charges are paid
PART 3 - GENERAL
3.1 EVENTS OF DEFAULT
Fidelity National Financial, Inc. will be in default if
1. Fidelity National Financial, Inc. does not pay any amount within seven
days after its due date;
2. Fidelity National Financial, Inc. makes an assignment for the benefit of
creditors, or Fidelity National Financial, Inc. consents to the
appointment of a trustee or receiver, or either is appointed for
Fidelity National Financial, Inc. or for a substantial part of Fidelity
National Financial, Inc.'s property without Fidelity National Financial,
Inc.'s consent;
3. any petition or proceeding is filed by or against Fidelity National
Financial, Inc. under any bankruptcy, insolvency, or similar law;
4. Fidelity National Financial, Inc. breaches any other provision of this
Agreement and that breach continues for fifteen days after Fidelity
National Financial, Inc. receives written notice from Micro General
Corp; or
5. Fidelity National Financial, Inc. makes a bulk transfer subject to the
provisions of the Uniform Commercial Code or otherwise disposes of
substantial assets without receiving equivalent value.
Page 2 of 3
SOFTWARE SERVICES AGREEMENT
3.2 REMEDIES
If Fidelity National Financial, Inc. is in default, We may do one or more of the
following:
1. declare the Transaction and all associated Transactions to be in
default;
2. immediately recover from Fidelity National Financial, Inc. all amounts
that are or will be due;
3. immediately recover from Fidelity National Financial, Inc. reasonable
attorney's fees and legal expenses incurred in exercising any of Micro
General Corp's rights under this Agreement.
We may pursue any other remedy available at law or in equity.
3.3 ASSIGNMENT
1. Fidelity National Financial, Inc. may not assign this Agreement or
Fidelity National Financial, Inc.'s rights under it, or delegate
Fidelity National Financial, Inc.'s obligations. Any attempt to do so is
void;
2. Micro General Corp shall sell and assign all of Micro General Corp's
interests or grant a security interest in all of Micro General Corp's
right, title and interest under this Agreement to GE Capital to secure
Micro General Corp's obligations to GE Capital.
3. Fidelity National Financial, Inc. and Micro General Corp agree that
neither of us may do any of the following without the prior written
consent of GE Capital, and that any attempt to do so shall be void and
of no force or affect against GE Capital:
(a) make, or accept, any payment or pre-payment of the Payments
other than as specified in this Agreement;
(b) amend, supplement or otherwise modify the terms of this
Agreement or grant or accept any waiver of compliance with, or
release of any of Fidelity National Financial, Inc.'s
obligations under this Agreement;
4. Fidelity National Financial, Inc. agrees that upon notice from GE
Capital that Micro General Corp is in default of it's obligations to GE
Capital, Fidelity National Financial, Inc. shall make all Payments
hereunder directly to GE Capital as specified by GE Capital in such
notice.
3.4 GENERAL
If any provision of this Agreement becomes invalid or unenforceable, all other
provisions remain in effect. Micro General Corp's failure to require full
performance or Micro General Corp's waiver of any provision in this Agreement
does not prevent Micro General Corp from requiring full performance of all
provisions in the future.
3.5 NOTICES
All notices under this Agreement will be delivered in person or mailed, to
Fidelity National Financial, Inc. at Fidelity National Financial, Inc.'s address
or to Micro General Corp at Micro General Corp's address or to such other
address as Micro General Corp, or Micro General Corp's assignee may specify to
Fidelity National Financial, Inc.
GOVERNING LAW
The laws of the State of California govern this Agreement.
Page 3 of 3
Equipment and financing Description in support of SSA Agreement dated 2/28/01
for monthly payments of $59,656.11 for 24 months:
Financing through GE Capital for 24 months,
CISCO Servers
CISCO Firewall equipment
CISCO sensors
CISCO Catalyst equipment
CISCO High-end Routers
and related software, other hardware, and services
Above equipment being acquired through third party vendor, Network Catalyst,
who's invoices for the above equipment will be paid directly by GE Capital.
Total amount financed is $1,293,000.
