CERTAIN MATERIAL (INDICATED BY AN ASTERICK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Direct Insite Confidential
MASTER SERVICES AGREEMENT
#EDS-2004-01-1005
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of this 7th
day of May, 2004 (the "Effective Date") by and between Electronic Data Systems
Corporation ("Client"), a Delaware corporation, with its principal offices
located at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 00000-0000 XXX and Direct Insite,
Corp. ("DI"), a Delaware corporation, with its principal offices located at 00
Xxxxxxx Xx., Xxxxxxx, XX 00000 XXX (Client and DI individually a "Party",
together the "Parties").
RECITALS
--------
WHEREAS, Client desires to engage DI, and DI desires to provide to Client,
DI's Electronic Invoice Presentment and Payment (EIPP) service offering,
Invoices On-Line (IOL), within DI's hosted operating environment (the "Service")
under the terms and conditions hereof.
NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual promises and covenants set forth herein, the Parties agree as follows:
DEFINITIONS
-----------
"Access" means the ability to connect to and be provided Service from IOL using
HTTP Protocol.
"Availability" means the user is provided all functionality of the IOL Service
over a measured period of time.
"Availability Credit" means an agreed to amount of Client's MRC for services
purchased, with the exception of professional services, application services and
support services.
"Authorized Program Analysis Report Process (APAR)" shall be defined as the
process by which a Client will request modifications to the Service and DI shall
communicate the effort required to implement such requested modifications.
"Base Component" means a module within the Service, including invoice
presentment, invoice payer workflow, invoice dispute management, invoice
payment, preliminary billing, document attachments, download PDF and download to
spreadsheet.
"Base Terms" means conditions associated with the applicability with the SLA.
"Billing Feeds" shall be defined as all data sent to DI by Client for
consolidation and presentation in the Service.
"Business Hours" shall be defined as 9:00 a.m. until 5:00 p.m. Monday through
Friday (Eastern Time), excluding all national holidays.
"Change Management Process (CMP)" is the set of mutually agreed upon procedures
required to introduce changes to the IOL service.
"Client Component" means an element of service hardware or software managed by
EDS.
"Client Requirements" means the list of requirements as specified by EDS.
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"Confidential Information" means any and all information identified as
confidential and disclosed by either party, including third party information,
to the other, including but not limited to, the Service, non-public financial
information, product plans, business plans, trade secrets, technology diagrams,
designs, drawings, sketches, flow charts, or any other proprietary information,
whether transmitted orally, in writing, or by any other media.
"Content" means all data sources and application programming interfaces (API's)
as specified in the Functional Specification (Appendix A) deemed data sources
provided to Direct Insite by EDS.
"Deliverable" means all Work Products identified on a SOW for delivery to Client
hereunder.
"DI Managed Device" means a Base Component or Client Component for which DI is
performing management responsibilities.
"Feed Certification (Feed Cert)" is a process by which both parties mutually
demonstrate compliance of the Billing Feed specification to the data delivered
through the Billing Feed.
"Intellectual Property Rights" means all worldwide trade secrets, patents,
copyrights, mask work rights, trademarks, service marks, moral rights and other
proprietary rights, and all applications and registrations therefore.
"Invoices On-Line (IOL)" means the suite of functional components that comprise
the IOL service offering. The IOL components include the following: Invoice
Presentment, Invoice Payment, Automated Payer Approval Workflow, Automated
Dispute Resolution, Preliminary Billing, Document Attachments, Xxxx Package
Creation, Audit and Verification.
"Monthly Availability Percentage" means the amount equal to the total number of
minutes in the applicable month minus the Qualifying Outage Minutes for that
month, divided by the total number of minutes in that month.
"Monthly Service Fees" means those payments and fees as identified in Appendix
B.
"MRC" means the total of Client's monthly recurring charges (exclusive of taxes)
as outlined Appendix B. For purposes of calculating Availability Credits, MRC
shall not include professional services, application services and support
services.
"Non Business Hours" shall be defined as 5:01 p.m. until 8:59 a.m. Monday
through Friday inclusive, excluding national holidays (Eastern Time).
"Non-Recurring Engineering (NRE) Services" means all professional services
activities related to the planning, configuration, modification and integration
of the Service. These services include program management activities such as
project management, engineering and QA test.
"Outage" means the period (measured in minutes) of time that RedAlert service
cannot validate or verify the site being available.
"Premium Availability Hours" means the time period from 8:00 a.m. until 8:00
p.m. Monday through Friday inclusive (Eastern Time).
"Qualifying IP Address" means an IP address in a qualifying path, which has been
selected by Client and approved by DI.
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"Qualifying Outage Minutes" means the aggregate of all Outages in a month, minus
any Outages in that month resulting from any exclusion described in Section 1.6
below.
"RedAlert" is a third party service (Release level 5.1 or greater) provided by
Keynote Systems with an address of 000 Xxxxxxxx Xxxxxx Xxxx. Xxx Xxxxx, Xx 00000
employed by DI for the purpose of measuring Service availability and response
time.
"Reprocessing" means specific Billing Feed data processed by DI which needs to
be analyzed and fixed by the Client because it contained errors or anomalies
that prevented it from being processed successfully and made available by the
Service. Reprocessing is the subsequent Billing Feed processing once the Client
has analyzed and corrected the errors or anomalies. Reprocessing does not
include errors of DI or subsequent Billing Feed processing required for reasons
other than errors or anomalies in the Billing Feed data.
"Response Time" means the time measured from the Client initiated request to the
first byte of information available at the application level.
"Service Acceptance" means the Client has approved all DI deliverables under the
corresponding work orders and agrees to all of the payment terms and conditions
in Appendix B (Payments and Fees).
"Service Fees" shall be defined in Appendix B (Payments and Fees).
"Service Level Agreement (SLA)" shall be defined as attributes of the Service
such as Availability, Turn-around Time and Response Time.
"SLA Target Percentage" means the DI guaranteed Service Availability percentage.
"Standard Availability Hours" means the time period from 8:01 p.m. until 7:59
a.m. Monday through Friday inclusive (Eastern Time).
"Statement of Work (SOW)" means an agreement between the parties identifying all
of their respective deliverables, duties and responsibilities.
"Specification (Spec)" - means the DI delivered design specification as per a
SOW detailing the implementation of each of the functional and technical
attributes of the Service. This document will represent DI's response to each of
the elements of the Client Requirements.
"Support" means the for fee activities provided by DI at the request of EDS as
outlined in the Support Plan outlined and contained in Appendix E.
"Turn-around Time" means the interval between the receipt of a error free,
certified Billing Feeds, delivered to DI as per the agreed to delivery schedule
and format and the processing of such to make the Content of such feeds
generally available within the Service.
"Work Product" Work Product" means all deliverables, inventions, innovations,
improvements, or other works of authorship DI may conceive or develop in the
course of supplying Service for Client, or as a result of that work, whether or
not they are eligible for patent, copyright, trademark, trade secret, or other
legal protection.
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AGREEMENT
---------
1.0 Service
-----------
1.1 Service Specification
---------------------
DI will provide the IOL service offering in the DI hosting environment to
Client pursuant to the IOL Phase #1 Spec, delivered to Client under an SOW
and as Appendix A (IOL Service Specification).
1.2 Service Acceptance
------------------
The Client shall accept the Service based upon DI demonstrating compliance
with the Service Specification in Appendix A (IOL Service Acceptance) as
per the SOW.
Responsibilities
----------------
The DI and Client responsibilities in acceptance of the Service are
detailed below:
---------------------------------------------------------------------------------------------------------
Installation and setup of the Service DI Client
---------------------------------------------------------------------------------------------------------
Participate in Billing Feed certification process for all intended feeds Perform
of data into IOL.
---------------------------------------------------------------------------------------------------------
Participate in all end to end (E2E) system testing using end user level Perform
scenarios to verify feature and function.
---------------------------------------------------------------------------------------------------------
Report APAR's related to the E2E tests in a timely fashion. Perform
---------------------------------------------------------------------------------------------------------
Procure all necessary infrastructure components (hardware, software, network,
backups, etc...) necessary to meet the Service Level Agreements Perform
detailed in section 1.3 (Service Level Agreements).
---------------------------------------------------------------------------------------------------------
Configure and operate an E2E system to allow Client to test. Perform
---------------------------------------------------------------------------------------------------------
Process all certified production data feeds in the E2E system to allow Perform
Client to test.
---------------------------------------------------------------------------------------------------------
Respond appropriately to all reported APAR's during E2E to allow Client Perform
to close test scenarios correctly.
---------------------------------------------------------------------------------------------------------
Ongoing management of the Service DI Client
---------------------------------------------------------------------------------------------------------
Ensure ongoing service as defined by the MSA and all supporting Perform
appendices.
---------------------------------------------------------------------------------------------------------
Provide SLA metrics reporting DI performance measurement against the Service
Level Agreements detailed in section 1.3 (Service Level Perform
Agreements)
---------------------------------------------------------------------------------------------------------
Ensure ongoing compliance with Billing Feed certification and feed
specifications detailed in the IOL Phase 1 Spec delivered to client Perform
under SOW #1.
---------------------------------------------------------------------------------------------------------
1.3 Service Level Agreements
------------------------
Availability
------------
DI will provide a Service Availability SLA for a Qualifying IP Address
based on the applicable SLA Target Percentage. The first device in the
Qualifying IP Address path must be a DI Managed Device, and the SLA applies
up through the last DI Managed Device.
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The measurement criteria tool to determine Availability shall be Red Alert,
using a five (5) minute interval sample during the Access time period. DI
shall provide monthly reports to the Client which monitor Availability on a
daily basis. DI shall net any Availability Credits, Response Credits and
Turn-around Credits against the next invoice due the Client.
Availability Credit. If in any month the Monthly Availability Percentage is
less than the SLA Target Percentage, Client shall be eligible to receive an
Availability Credit, in accordance with Section 1.4, 1.5 and 1.6.
Credit Application. If the Monthly Availability Percentage is less than the
SLA Target Percentage, DI shall net any Availability Credits against the
next invoice due the Client. If the MRC for a subject month has not been
incurred, or for any other reason has been credited or waived, Client shall
not be eligible for an Availability Credit for that month.
Settlement of Credits. Any Availability Credits owed from DI to Client upon
the expiration or termination of the Services will be paid within ninety
(90) days following the effective date of expiration or termination.
Exclusions. Client agrees that its sole remedy for DI's failure to meet an
SLA Target Percentage is the Availability Credit as provided in section 1.3
(Availability Credits). DI is not responsible for any Outage outside of its
control, including but not limited to the following:
o Outage due to problems with Client provided Content or Client
programming errors including, but not limited to, Content installation
and integration.
o Outages due to system administration, commands, and or file transfers
performed by Client representatives.
o Outage due to work performed at Client request (for example additional
technical assistance) which Client has agreed cannot be performed
during standard maintenance periods.
o Denial of service attacks which could not have been reasonably
prevented by the use of industry-standard security measures by DI.
o Lack of availability or untimely response time of Client, after DI has
followed reasonable notification procedures to Client as set forth in
this Agreement, to respond to incidents that require its participation
for source identification and/or resolution, including meeting Client
responsibilities for any prerequisite Services or failure of Client to
provide appropriate maintenance on Client components which are located
along the selected IP address path.
o Outage due to Client breach of its material obligations under the Base
Terms.
o Outage due to failure of non-DI managed Client Component hardware or
software.
o Periods of scheduled or emergency maintenance activities which are
outside the established maintenance periods.
1.4 Credit Schedule
---------------
DI and Client agree to the following Availability Credit schedule for
Standard Availability Hours:
Percent Availability per Month Availability Credit from DI to Client
------------------------------ -------------------------------------
(*) (*)
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(*)
DI and Client agree to the following Availability Credit schedule for
Premium Availability Hours:
Percent Availability per Month Availability Credit from DI to Client
------------------------------ -------------------------------------
(*) (*)
Any and all cumulative Availability Credits may not be combined to exceed
(*)% of MRC.
1.5 Response Time
-------------
DI will provide monthly reports to the Client and monitor average Response
Time on a monthly basis. The measurement criteria for Response Time shall
be Red Alert. The measurement point is local to the application server and
begins once the request is launched until the expected result is displayed
and/or available for access. The Response Time will be measured at the
application level. Internet delays and local Client network delays are not
measured when determining Service Response Time. The Response Time Credit
shall be applied by DI to the monthly invoice following the month in which
the actual Response Time did not meet the required Response Time.
Average Monthly Response Time Response Time Credits from DI to Client
----------------------------- ---------------------------------------
(*) (*)
DI shall net any Response Time Credits against the next invoice due the
Client.
Any Response Time calculation shall exclude times allocated to mutually
agreed to scheduled maintenance periods. Any degradation in Response Time
as a result of extended or unexpected data processing times caused by
Client's lack of advanced notification of Billing Feed changes as per
Section 1.6 (Turn Around Time) shall be excluded from this SLA.
1.6 Turnaround Time
---------------
DI will process Billing Feeds according to a mutually agreed-to schedule of
the Certified Billing Feeds and notify the Client within two hours if there
is a problem with the Billing Feeds transmission.
If Reprocessing of the Billing Feeds is required, the Client will be
responsible for Reprocessing fees. Reprocessing costs due to data errors
caused by Client will be subject to a surcharge (as set forth in Appendix
B) on the Monthly Service Fees.
All Billing Feed delivery times specified in this section are based on the
mutually agreed upon schedule detailed in Appendix D (Billing Feed Delivery
Schedule).
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DI will make the Deliverables and detail data available within the Service
(*) business hours after acknowledgement of receipt of the Certified
Billing Feeds. These metrics are contingent upon no more than a fifteen
(15%) percent increase in monthly volumes.
The hours delayed (beyond 9 hours) and the associated credits are measured
monthly:
Hours Delayed Turnaround Time Credits Paid to Client by DI
------------- --------------------------------------------
(*) (*)
DI shall net the assessed credits against the DI invoice to the Client
for the following billing period.
1.7 Access
------
Access to the Service will provided twenty-four hours a day, seven days a
week and three hundred and sixty five days a year, (24x7x365) with the
exception of scheduled maintenance times. DI will have a weekly maintenance
time period from Sunday night at 11 PM EST to Monday morning at 5 AM EST
where the system will not be accessible. The performance measurements for
Availability and Access will be calculated over the time period for which
the Service is scheduled to be available for Access.
1.8 Concurrent Connections
----------------------
DI will provide the necessary hardware and connectivity infrastructure to
support a minimum of (*) concurrent connections with an Response Time of
not more than (*) seconds and a daily average of not more (*) seconds.
2.0 Maintenance
-----------
2.1 DI will provide maintenance in accordance with Appendix C (Maintenance
Plan).
3.0 Support
-------
3.1 DI will provide Support in accordance with Appendix E (Support Pan).
4.0 Change Management
-----------------
4.1 DI will provide Change Management in accordance with Appendix F (Change
Management Process).
5.0 Payments and Fees
-----------------
5.1 Applicable payments and fees are set forth in Appendix B.
6.0 Professional Services
---------------------
6.1 Professional services shall be provided in accordance with each applicable
SOW, attached as Appendix G.
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7.0 Terms and Conditions
--------------------
7.1 Ownership and Confidentiality.
Ownership. Client acknowledges that all Work Product, all Intellectual
Property Rights embodied therein and all copies thereof, which are owned by
and provided by DI hereunder, are the sole and exclusive property of DI.
Any Intellectual Property which Client uses in performing its
responsibilities hereunder, as between DI and Client, shall be the sole and
exclusive property of Client.
Exclusivity. Client acknowledges and agrees that nothing herein shall be
deemed to prohibit or preclude DI from performing the same or similar
Services (or from otherwise providing Deliverables which are the same or
substantially similar) to any other third party.
Confidentiality. DI shall maintain all Client Confidential information as
per the Terms and Conditions set forth in the Mutual Confidentiality
Agreement executed on January 26, 2004 between the parties herein attached
as Appendix H (Confidentiality Agreement), provided however, that the terms
and conditions of such Mutual Confidentiality shall apply throughout the
term of this Agreement.
7.2 Limited Liability.
-----------------
Not withstanding anything herein to the contrary, each party's total
cumulative liability, if any (including but not limited to any claim
arising out of contract, tort, breach or otherwise) shall be limited to the
fees paid by Client to DI hereunder for the Service giving rise to such
liability. In addition, except in connection with a breach by either party
of Section 7.1 (Ownership and Confidentiality), neither party hereto shall
be liable to the other for indirect, special, incidental, exemplary or
consequential damages (including without limitation loss of profits except
for amounts payable under Appendix B (Payments and Fees) whether or not
foreseeable and even if DI or Client has been advised of the possibility of
such damages).
7.3 Term; Termination.
-----------------
Term. This Agreement shall become effective as of the Effective Date and
will remain in effect until terminated in accordance with this Section 7.3
(Term; Termination). This Agreement shall automatically renew for
successive 12-month terms unless terminated by either Party in accordance
with this Section 7.4.
Termination. Either Party may terminate this Agreement at any time by
giving the other Party a minimum of ninety (90) days' prior written notice.
Effect of Termination or Expiration. If the Client elects to terminate this
MSA without cause, then DI shall be due the following fees:
o (*) processing fees based upon the average monthly fee calculated
using the three months preceding the termination.
o If the termination without cause is prior to the third anniversary of
the Effective Date, an amount calculated using a straight line
declining balance calculation based upon (i) (*) or (ii) the actual
value of assets purchased by DI in support of Client prior to such
third anniversary, whichever is less.
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Within thirty (30) days of the termination of this Agreement, Client
shall pay DI for all amounts due for Services completed as of such
date; less any accumulated by as yet not applied Availability Credits,
Response Time Credits, or Turnaround Credits.
8.0 General Terms
-------------
8.1 Relationship of the Parties. Notwithstanding any provision hereof, for all
purposes of this Agreement each Party shall be and act as an independent
contractor and not as partner, joint venturer, or agent of the other and
shall not bind nor attempt to bind the other to any contract.
8.2 Assignment. Neither this Agreement nor any rights under this Agreement may
be assigned or otherwise transferred by DI, in whole or in part, including
by way of merger acquisition or sale of stock or assets without Client's
prior written consent not to be unreasonably withheld. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective permitted successors and
assigns.
8.3 Notice. Any notice or other communication sent or given with respect to
this Agreement shall be sent in a manner set forth below, and shall be
deemed to be given as indicated: (i) notices personally delivered shall be
deemed to be given when they are delivered; (ii) notices sent by overnight
courier shall be deemed to be given on the date on which the sender
designates them for delivery; and (iii) notices sent by certified or
registered mail shall be deemed to be given three (3) days after the sender
mails them.
DI shall send or give all notices or other communications with respect to
this Agreement to Client at the following address (or to such other address
of which Client notifies DI):
EDS / Attn: Xxxx Xxxxxx
Mail Stop 19A
000 Xxxxxxxxxxx Xxxxxx XX 00X
Xxxxxxx, Xxxxxxxx 00000-0000
Fax Number: (00) 000-0000 8-230
Client shall send or give all notices or other communications with respect
to this Agreement to DI at the following address (or to such other address
of which DI notifies Client):
Direct Insite Corp.
Attn: Xxxxxxx Xxxxxxxx Xxxxx
00 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Fax Number: (000) 000-0000
8.4 Entire Agreement. This Agreement constitutes the entire agreement between
Client and DI with respect to the subject matter of this Agreement and this
Agreement supersedes all other agreements and understandings, written or
oral, between Client and DI with respect to such subject matter.
Notwithstanding the foregoing, invoices, acknowledgements, purchase orders
and other similar documents relating to services subject to this Agreement
shall be binding only with respect to quantities ordered, the particular
type of services ordered, prices, fees or other amounts payable for the
services ordered, site for delivery and delivery dates. Pre-printed order
terms and any other additional terms, and any terms in conflict with this
agreement shall be void and of no effect. No modification of this Agreement
shall be effective unless it is in writing and such writing is signed by
authorized representatives of Client and DI.
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8.5 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and no such
prohibition or unenforceability in any jurisdiction shall invalidate such
provision in any other jurisdiction.
8.6 Waiver. No waiver of any right or remedy under this Agreement shall be
effective unless it is in writing and such writing is signed by an
authorized representative of the Party to be charged therewith. The failure
of Client or DI at any time to require performance of the other of any
provision of this Agreement shall in no way affect its right thereafter to
require performance of the other of such provision, nor shall such failure
be held to be a waiver of any succeeding breach of such provision or a
waiver of such provision itself.
8.7 Force Majeure. Neither Client nor DI shall be liable for any failure to
perform, or any delay in performing, its obligations pursuant to this
Agreement that arises out of, is caused by or results from acts of God or
other circumstances that are beyond its reasonable control. In the event
that any such circumstances do arise, occur or result, DI and Client shall
use reasonable efforts to overcome them as promptly as practicable. In no
event shall any of the events described herein relieve Client from its
obligation to make the payments hereunder, unless such Force Majeure event
lasts longer than fourteen days; in such event, Client may immediately
terminate this Agreement without cause.
8.8 Headings. The section headings used in this Agreement are intended for
reference purposes only and shall not affect the interpretation of this
Agreement.
8.9 Interpretation; Governing Law; Jurisdiction. This Agreement shall be
interpreted in the English language and governed by the laws of the State
of New York, USA, without regard to its conflicts of law provisions. The
United Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement. In any action to enforce this Agreement,
the prevailing Party shall be entitled to costs and attorneys' fees. Any
legal action or proceeding relating to this Agreement shall be instituted
in a state or federal court in New York, New York. DI and Client agree to
submit jurisdiction of, and agree that venue is proper in, these courts in
any such action or proceeding.
8.10 Binding Effect. The provisions of this Agreement shall be binding upon and
inure to the benefit of Client and DI and their respective successors and
assigns.
8.11 Remedies. Except as expressly provided herein, any and all rights and
remedies which either Party may have under this Agreement, at law or in
equity, shall be cumulative and shall not be deemed inconsistent with each
other and any two or more of all such rights and remedies may be exercised
at the same time insofar as permitted by law.
8.12 Media Releases. Except for any announcement intended solely for internal
distribution by DI or any disclosure required by legal, accounting, or
regulatory requirements beyond the reasonable control of DI, all media
releases, public announcements, or public disclosures (including, but not
limited to, promotional or marketing material) by DI or its employees or
agents relating to this Agreement or its subject matter, or including the
name, trade name, trade xxxx, or symbol of EDS or any affiliate of EDS,
shall be coordinated with and approved in writing by Client prior to the
release thereof. DI shall not represent directly or indirectly that any
Product or Service provided by DI to Client has been approved or endorsed
by EDS or include the name, trade name, trade xxxx, or symbol of EDS or any
affiliate of EDS on a list of DI's customers without Client's express
written consent.
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8.13 Dispute Resolution. In the event of any disagreement regarding performance
under or interpretation of this Agreement and prior to the commencement of
any formal proceedings, the parties shall continue performance as set forth
in this Agreement and shall attempt in good faith to reach a negotiated
resolution by designating a representative of appropriate authority to
resolve the dispute.
8.14 Compliance with Laws. In the performance of Services pursuant to this
Agreement, DI shall comply with the requirements of all applicable laws,
ordinances, and regulations of the United States or any state, country, or
other governmental entity. In particular, DI agrees to comply with the
United States Export Administration Act; with Executive Order No. 11246, as
amended by Executive Order No. 11375, the Vietnam Era Veterans Readjustment
Assistance Act of 1974, the Rehabilitation Act of 1973, the Immigration
Reform and Control Act of 1986, and the Americans With Disabilities Act.
This Section incorporates by reference all provisions required by such
laws, orders, rules, regulations, and ordinances. DI shall indemnify,
defend, and hold Client harmless from and against any and all claims,
actions, or damages arising from or caused by DI's failure to comply with
the foregoing.
8.15 Export. Neither party shall export any information protected hereunder by
an obligation of confidentiality from the United States, either directly or
indirectly, without first obtaining a license or clearance as required from
the U.S. Department of Commerce or other agency or department of the United
States Government.
8.16 Survival of Terms. Termination or expiration of this Agreement for any
reason shall not release either party from any liabilities or obligations
set forth in this Agreement which (i) the parties have expressly agreed
shall survive any such termination or expiration, or (ii) remain to be
performed or by their nature would be intended to be applicable following
any such termination or expiration.
IN WITNESS WHEREOF, Client and DI have caused duly authorized representatives of
their respective companies to execute this Agreement on the date or dates set
forth below.
Direct Insite, Corp. EDS
By______________________________________ By_____________________________________
Name____________________________________ Name___________________________________
Title___________________________________ Title__________________________________
Date____________________________________ Date___________________________________
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