Exhibit 10.22
-------------
________________________________________________________________________________
BRANCH AUTOMATION AGREEMENT
THIS AGREEMENT is entered into the 1st day of July, 2000, by Metavante
Corporation, a Wisconsin Corporation ("Metavante") and Xxxxxxxx & Xxxxxx
Corporation.
For adequate consideration, the receipt and sufficiency which are
hereby acknowledged, the parties hereto agree as follows:
1. FEES. Customer shall pay to Metavante the fees in the amounts set forth on
attached Exhibit A for such Programs specified therein as Customer shall
elect to receive. Nothing in this Agreement shall be construed to require
Customer to license or install Metavante BankerInsight software. However,
in the event Customer shall elect to license the BankerInsight software,
the license fees set forth in Exhibit A shall apply.
1.1. Documentation. One set of Documentation is included with each Program.
Additional Documentation is available at Metavante's then current
rates.
1.2. Professional Services. Unless otherwise specified in Exhibit A, hourly
rates for professional services are billable at Metavante's then
current rate. For professional service hours delivered at Metavante's
facilities, Customer shall pay only for actual hours logged to a
specific task for Customer. For professional services delivered at
sites other than Metavante's facilities, Customer shall pay for the
actual hours logged at such site, with a minimum of four (4) hours per
day. In addition, Customer shall pay for all travel time of Metavante
personnel to, from and between Metavante's facilities and the other
sites.
1.3. Expenses. Customer shall reimburse Metavante for all reasonable and
actual out-of-pocket expenses incurred by Metavante in connection with
performance under this Agreement including supplies, travel, lodging
and meals.
2. LICENSE.
-------
2.1. Grant. Subject to the terms and conditions of this Agreement,
Metavante grants Customer a perpetual, non-exclusive, non-transferable
license to use the Metavante Products solely for Customer's and
Customer's Affiliates (collectively, "Eligible Parties") own internal
processing and computing needs to provide banking services to the
Eligible Parties" customers, and for no other purpose. Customer shall
be entitled to use the Program in a productive mode only at the
Location(s). Programs copied for archival, testing, temporary back-up
or temporary transfer to another site (not to exceed ninety days)
shall not be considered productive use.
2.2. Restrictions on Use. Customer shall not use, copy, translate, print or
display the Metavante Products, in whole or in part, other than as
expressly authorized in this Agreement. Customer agrees not to reverse
assemble or decompile any Program or portion thereof which Metavante
does not provide in human-readable source code form. Customer agrees
not to use the Metavante Products to provide service bureau, time
sharing, or other computer services to third parties unless
specifically authorized under this Agreement.
2.3. Affiliates. Customer's Affiliates are named in Exhibit D. Customer may
request to add to the list of Affiliates additional entities that are
or become affiliated with Customer from time to time, and such
additional entities shall be considered Affiliates upon Metavante's
written approval. Metavante will not unreasonably withhold its
approval, but may condition its approval on the payment by Customer of
additional license fees and/or increased maintenance fees.
3. TERM.
----
3.1. License. The term of the license granted hereunder is perpetual upon
Acceptance, subject to termination only in accordance with this
Agreement.
3.2. Maintenance. With respect to maintenance services, this Agreement
shall be effective ninety days after Acceptance and shall continue for
eighty-four (84) months thereafter (the "Initial Term"). After the
Initial Term, this Agreement shall be renewed for successive one (1)
year periods (each a "Renewal Term") unless terminated pursuant to
Article 14 below.
4. PROFESSIONAL SERVICES.
---------------------
4.1. Training Services. Metavante shall provide Customer with training
services, if any, specified on Exhibit B hereto (the "Training
Services"). The training sessions shall be held at Metavante's
facilities located in Xxxxx Deer, Wisconsin, at dates and times
established by Metavante. Metavante reserves the right to change the
content of the Training Services based on Customer's particular needs,
provided that any material changes shall require Customer's consent.
Customer shall be responsible for all travel, lodging, and related
costs and expenses incurred by its attendees. The number of attendees
is specified on Exhibit B; Customer may send additional attendees to
training classes at Metavante's then current fees for such attendees.
Additional training classes are available at Metavante's then current
rates.
4.2 Customization Services. Metavante shall provide Customer with the
customization services, if any, specified on Exhibit B hereto (the
"Customization Services"). Metavante reserves the right to change the
content of the analysis sessions provided as a part of the
Customization Services based on Customer's particular needs, provided
that any material changes shall require Customer's consent.
4.3 Conversion Services. Metavante shall provide Customer with the
conversion services, if any, specified on Exhibit B hereto (the
"Conversion Services"). Metavante reserves the right to change the
duration of on-site support provided as a part of the Conversion
Services based on Customer's particular needs, provided that any
material changes shall require Customer's consent. The number of
attendees is specified on Exhibit B; Customer may send additional
attendees to conversion planning sessions at Metavante's then current
fees for such additional attendees.
4.4 Implementation Services. Installation and implementation services are
not included within the scope of this Agreement. At Customer's
request, Metavante may provide installation and implementation
services for the Programs pursuant to a separate agreement between
Customer and Metavante.
5. ADDITIONAL SERVICES. Metavante may provide, at its sole discretion, such
-------------------
additional products, services or resources (collectively, the "Additional
Services") as may be reasonably requested by Customer from time to time, and as
are reasonably within the general scope of the products, services or resources
which are contemplated by this Agreement to be provided by Metavante. All
requests for Additional Services by Customer shall be made in writing. Unless
otherwise agreed to in writing by Metavante, Customer shall be charged for the
Additional Services at Metavante's then current rates. In the event either party
wishes to change the scope of the products, services or resources to be provided
by Metavante under this Agreement, such change in scope shall be considered
Additional Services and the parties shall follow Metavante's then current change
control procedures for all such requests.
6. ACCEPTANCE. Acceptance shall be deemed to occur upon delivery of the media
----------
containing the Programs and related Documentation to the Primary Location. In
the event Customer discovers a Defect during the Warranty Period Customer's
remedies shall be as specified in Section 8.2 below.
7. UPGRADES. Metavante will offer all Upgrades to Customer when such Upgrades
--------
are offered generally to all Customers of the applicable Program. Upgrades shall
be priced at Metavante's then current rates and may require payment of
additional license and/or maintenance fees.
8. WARRANTIES.
----------
8.1. Media. Metavante warrants that, at delivery, the media in which the
Programs, Maintenance Updates and Releases are embodied will be free
from material defects. Customer's exclusive remedy under this warranty
shall be to require Metavante to replace the media. Metavante shall
have no obligation to replace any defective media which is not
returned to Metavante within ten (10) days of receipt by Customer or
which has failed because of accident or abuse.
8.2. Programs. Metavante warrants the Programs against reproducible Defects
during the Warranty Period. Metavante makes no warranty that the
Programs will run uninterrupted or will be error free. During the
Warranty Period, Metavante's sole obligation shall be to correct any
Defects covered by this warranty. Metavante shall have no liability or
obligation unless Customer notifies Metavante of any Defect and
provides Metavante with any information which Metavante reasonably
requests to identify, reproduce and correct the Defect. Notice shall
be given by forwarding a description of the Defect to Metavante by
phone, followed by a written report. Customer agrees to allow
Metavante the opportunity to make repeated efforts over a reasonable
period of time to reproduce and correct any reported and reproducible
Defect.
8.3. Infringement. Metavante shall, at its own expense, defend any action
brought against Customer based on a claim that Customer's use of any
Metavante Product under the terms of this Agreement infringes a
copyright, trademark or patent under United States law and Metavante
shall pay any final judgment awarded or settlement reached, provided
that Customer notifies Metavante promptly in writing of the claim and
Metavante has an opportunity to fully defend the claim and/or agrees
to any settlement of such claim. Should Customer's use of any
Metavante Product become, or in Metavante's opinion be likely to
become, the subject of a claim of infringement of a copyright,
trademark or patent under United States law, Metavante may procure for
Customer the right to continue using the Metavante Product as
contemplated by this Agreement, or replace or modify the Metavante
Product to make it non-infringing, at no additional charge to
Customer. In the event neither of the above is economically practical,
Metavante shall refund the unamortized portion of the license fee paid
by Customer for such Metavante Product, based upon a five year
straight line depreciation commencing as of the date of this
Agreement. The foregoing indemnity shall apply to Custom Programs only
if Metavante had actual knowledge of a potential third party claim
prior to commencing development of the Custom Program and failed to
notify Customer of such knowledge. In addition, Metavante shall have
no obligation for any claim based upon (a) Customer's use of other
than the then current unaltered Release of the Program, if such
infringement could have been avoided by use of the then current
unaltered Release, or (b) the operation, combination or use of the
Program with equipment, data or programs not furnished by Metavante,
or (c) Programs modified by Customer or any third party. The foregoing
states the entire liability of Metavante with respect to any claim of
infringement by the Metavante Products or any part thereof.
8.4. Harmful Code. Each party represents and warrants that it shall take
commercially reasonable actions and precautions not to introduce any
virus or similar code ("Virus") into the Programs. Each party
covenants, at its own expense, to remove any Virus introduced while
the infected Program was in its custody and control and shall
indemnify the other party for all damages incurred as a result
thereof. Virus shall mean code embedded in the Programs whose purpose
is to halt effective use of the Programs on conditions triggered by an
event or person other than an operator.
8.5. Disclaimer. CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED
THE PROGRAMS AND THE APPLICATION OF THE PROGRAMS TO ITS NEEDS AND
THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES
EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A
COURSE OF DEALING OR USAGE OF TRADE, OR OTHERWISE BY LAW.
9. MAINTENANCE. Subject to the timely and full payment of the applicable fees,
-----------
during the Initial Term and any Renewal Term Metavante will provide maintenance
services at the Primary Location for one productive copy of all of the Standard
Programs and for those Custom Programs which Metavante has agreed to in writing
to provide maintenance (collectively, "Maintained Programs"). Maintenance
services shall include the following:
9.1. Programs. Metavante will service the Maintained Programs in accordance
with the then current Documentation. Metavante will provide to
Customer all Fixes to the Maintained Programs for any reproducible
Defects reported to Metavante. Fixes which are applicable to all
Customers are accumulated and provided with the next Maintenance
Update. Metavante will offer to Customer, without additional charge,
all Enhancements, Maintenance Updates and Releases for the Maintained
Programs when generally available, along with applicable
Documentation.
9.2. Delivery. All Fixes, Enhancements, Maintenance Updates and Releases `
provided hereunder shall be delivered on magnetic media by mail or in
accordance with Metavante's then current procedures.
9.3. Support. Metavante will operate a support call center during
Metavante's normal business hours to provide routine customer support
for Maintained Programs; provided, however, that a Qualified Employee
shall initiate or participate in all such calls to Metavante's support
call center. Metavante reserves the right to charge Customer at
Metavante's then current rates for customer support services provided
to other than a Qualified Employee. Additional technical support may
be requested by Customer at Metavante's then current rates.
1
9.4. Installation. Metavante may from time to time issue updated Releases
of the Programs which may correct program and logic errors, add
operational improvements, and/or enhance the functional capabilities.
Such Releases will replace or supersede any other Releases of the
Programs then being used by the Customer. Customer will be responsible
for the installation of all Releases at all Locations. Customer
acknowledges that its failure to install the same may eventually make
the Programs unusable or non-conforming to the Documentation and
Customer assumes all risks of such failure to install. Failure by
Customer to operate Programs that are current to within one earlier
Release or three Maintenance Updates shall relieve Metavante of its
obligation to provide further maintenance services hereunder, but
shall not relieve Customer of its obligations to pay all maintenance
fees due hereunder.
9.5. Modifications. Metavante shall not be required to provide maintenance
to any software other than an unmodified Maintained Program, if a
party other than Metavante makes any change, modification, or
enhancement to the Maintained Program or the operating environment
under which the Maintained Program is executed, without the express
written authorization of Metavante. Metavante will continue to supply
maintenance services to the unmodified portion of the Maintained
Programs so long as the operating environment conforms to the
specifications set forth in the Documentation. Notwithstanding the
foregoing, Customer shall continue to pay the full amount of
maintenance fees hereunder. At Customer's request, Metavante may agree
to provide maintenance for such unauthorized changes (or for Custom
Programs which are not Maintained Programs) at Metavante's then
current time and materials rates.
9.6. Defects not in Programs. If, upon investigation of a reported Defect,
Metavante determines that the problem is not attributable to a Defect
in the Programs, Metavante will promptly notify Customer of that fact.
Metavante will, at the request of Customer, continue working to
correct the malfunction notwithstanding that it is not a Defect. The
Customer agrees to pay for Metavante's efforts investigating and/or
resolving such a malfunction at Metavante's then current rates for
such services, plus reasonable and actual out-of-pocket expenses
incurred by Metavante. Metavante shall use its best efforts to notify
Customer as early as possible that the reported system error is
suspected to be beyond Metavante's responsibility, and Customer may
incur charges as described above.
10. DERIVATIVE WORKS. Customer is expressly prohibited from making, or
----------------
permitting another person or entity on Customer's behalf to make, any Derivative
Work to a Program, or any portion thereof.
11. COOPERATION. During the Initial Term and any Renewal Term, Customer shall
-----------
assign at least one Qualified Employee for each Program licensed hereunder, to
work with Metavante. Customer shall enroll such Qualified Employee in any
additional training class recommended by Metavante in the event Metavante
reasonably determines that the Qualified Employee requires additional or
refresher training. Customer shall make available additional appropriate
personnel as Metavante may reasonably request to answer questions and provide
information concerning Customer's Location(s), operations and requirements
related to the installation, testing and maintenance of the Programs. Customer
shall have the Primary Location ready for installation, and allow Metavante
appropriate physical access to the computer systems and databases which will be
in communication with the Programs.
12. REGULATORY COMPLIANCE. Customer is solely responsible for monitoring and
---------------------
interpreting all federal and state laws, rules and regulations pertaining to
Customer's business (the "Legal Requirements"). Customer is responsible for
selecting the processing parameter settings, features and options within the
Programs that will apply to Customer and for determining that such selections
are consistent with the Legal Requirements and with the terms and conditions of
any agreements between Customer and its clients. In making such determinations,
Customer may rely upon the written descriptions of such settings, features, and
options contained in the Documentation. As part of the maintenance services
provided hereunder, Metavante shall maintain the features and functions set
forth in the Documentation for each of the Standard Programs in accordance with
all changes in federal laws and regulations applicable to such features and
functions, in a non-custom environment. The foregoing sets forth Metavante's
entire obligation with regard to compliance of the Programs with any Legal
Requirements.
13. TERMINATION. This Agreement may be terminated only as set forth in this
-----------
Article 13. Customer understands and agrees that except for termination by
Customer under Section 13.2, Customer's obligation to pay the license fees and
the annual maintenance fees for the Initial Term is unconditional and is due and
payable to Metavante regardless of termination of this Agreement or the license
granted herein to the other party.
13.1. Maintenance. Either party may terminate maintenance services at the
end of the Initial Term or any Renewal Term by giving at least
ninety (90) days" prior written notice of termination to the other
party. Metavante may terminate maintenance services for any Program
upon at least six (6) months prior written notice to Customer in the
event Metavante ceases to provide maintenance services on such
Program to its Customers generally.
13.2. Default. If either party breaches any of its material obligations
under this Agreement and fails to cure such breach within thirty
(30) days following receipt of a notice of default from the other
party, the non-defaulting party may terminate this Agreement,
including the license granted herein, effective as of a date
specified in the notice of default.
13.3. Other Conditions. A party may immediately terminate this Agreement
in its entirety, including the license granted herein, upon written
notice to the other party in the event the other party (a) has
failed to establish reasonable procedures for protecting such
party's Confidential Information; (b) has intentionally disclosed
such party's Confidential Information, without prior consent of the
disclosing party; (c) makes a general assignment for the benefit of
creditors; applies for the appointment of a trustee, liquidator or
receiver for its business or property, or one is assigned
involuntarily; (d) is subject to a proceeding for bankruptcy,
receivership, insolvency, dissolution or liquidation; or (e) is
adjudicated insolvent or bankrupt.
13.4. Continuing Obligations. Termination of this Agreement shall not
relieve either party from any obligations accrued through the date
of termination. In addition, the terms and conditions set forth in
this Agreement which by their nature would continue beyond
termination of this Agreement, including the provision with respect
to Confidentiality, shall survive the termination of this Agreement.
Within thirty (30) days of termination of the license granted
herein, Customer will either certify as to the destruction of the
Metavante Products, including all copies thereof, or will return to
Metavante the Metavante Products and all copies thereof.
14. RIGHTS AND REMEDIES.
-------------------
14.1. Customer's Remedies. Metavante and Customer acknowledge that
Customer may be entitled to damages or rescission arising from a
failure by Metavante to perform its obligations and both parties
agree that in all such circumstances Customer's remedies and
Metavante's liabilities will be limited to those set forth in this
Agreement. These limitations will survive termination of this
Agreement notwithstanding Customer's election to
2
rescind or otherwise be discharged from this Agreement. For a breach
of a material obligation of Metavante under this Agreement,
Metavante's sole obligation shall be to remedy the breach. In the
event that Metavante fails to remedy the breach within thirty (30)
days after receipt of notice of the breach, Customer may recover
damages from Metavante, subject to the limitations set forth in this
Agreement.
14.2. Limitation of Liability. Metavante'S TOTAL LIABILITY UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE FEE(S) PAID
BY CUSTOMER TO Metavante UNDER THIS AGREEMENT. UNDER NO
CIRCUMSTANCES SHALL Metavante BE LIABLE FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR TORT DAMAGES, INCLUDING LOSS OF PROFITS OR
GOODWILL, WHETHER OR NOT Metavante HAS BEEN ADVISED OR IS AWARE OF
THE POSSIBILITY OF SUCH DAMAGES.
14.3. Third Party Claims. Customer agrees to defend, indemnify and hold
Metavante harmless from any damages, costs, liabilities, expenses
(including attorneys" fees), awards and judgments arising out of any
claim or action relating to Customer's use of the Metavante
Products; provided Metavante promptly notifies Customer of any such
claims and Customer is provided an opportunity to fully participate
in the defense or settlement of any such claims. Such
indemnification shall not apply to personal injury or property
damage to the extent caused by the negligence of Metavante or to
Metavante's obligations with respect to its warranty against
infringement. Customer agrees that Metavante shall have no duty of
indemnity or contribution for a third party claim arising from the
use of the Metavante Products or Metavante's performance of any
services hereunder.
15. CONFIDENTIALITY OBLIGATIONS. Each party agrees that (a) during the course
---------------------------
of its performance of this Agreement it may learn certain information concerning
the other party's Confidential Information; (b) the Confidential Information of
the other shall remain the property of the other, and that such Confidential
Information is made available on a limited use basis solely in connection with
this Agreement; (c) it will advise its employees to whom the Confidential
Information is disclosed of their obligations under this Agreement; (d) it will
not sell, disclose or otherwise make available any such Confidential
Information, in whole or in part, to any third party without the prior written
consent of the other party; and (e) it will utilize the same degree of care it
utilizes for its own Confidential Information, but in no case less than a
reasonable degree of care, to prevent disclosure of the other party's
Confidential Information to any unauthorized person or entity. Upon termination
of this Agreement all copies of Confidential Information shall be returned. Any
copies of the Programs made by or on behalf of Customer shall contain the labels
and notices specified on Exhibit C hereto. The restrictions under this section
shall not apply to information which: (i) is or becomes publicly known through
no wrongful act of the party receiving the Confidential Information; or (ii)
becomes known to a party without confidential or proprietary restriction from a
source other than the disclosing party; or (iii) a party can show by written
records that such information or data was independently developed or was in its
possession prior to disclosure by the other party. In the event a party is
legally compelled to disclose the Confidential Information it will be entitled
to do so provided it gives the other party prompt notice and assists the other
party, at the other party's expense, in pursuing a protective order.
16. MISCELLANEOUS.
-------------
16.1. Notices. Except as otherwise specified in the Agreement, all
notices, requests, approvals, consents and other communications
required or permitted under this Agreement shall be in writing and
shall be personally delivered or sent by (i) first class U.S. mail,
registered or certified, return receipt requested, postage pre-paid;
or (ii) nationally recognized overnight courier service to the
address specified on the signature page below. Notices shall be
deemed given on the day actually received by the party to whom the
notice is addressed.
16.2. Assignment. This Agreement may not be assigned by either party, by
operation of law or otherwise, without the prior written consent of
the other party, which consent shall not be unreasonably withheld;
provided that Metavante may freely assign this Agreement (a) in
connection with a merger, corporate reorganization or sale of all or
substantially all of its assets, stock or securities, or (b) to any
entity which is a successor to the assets or the business of
Metavante Corporation. Except as expressly set forth in this Section
16.2, any transfer of this Agreement by liquidation or otherwise by
operation of law or pursuant to a Change in Control of Customer
shall constitute an assignment for the purpose of this Agreement and
shall require the written consent of the other party. Any changes in
use of the license granted herein may, in Metavante's sole
discretion, result in an adjustment in the license and/or
maintenance fees due hereunder.
16.3. Force Majeure. Notwithstanding any provision contained in this
Agreement, neither party shall be liable to the other to the extent
fulfillment or performance if any terms or provisions of this
Agreement is delayed or prevented by any causes not within its
control, and which by the exercise of reasonable diligence it is
unable to prevent. This clause shall not apply to the payment of any
sums due under this Agreement by either party to the other.
16.4. Waiver. No delay or omission by either party to exercise any right
or power it has under this Agreement shall impair or be construed as
a waiver of such right or power. A waiver by any party of any breach
or covenant shall not be construed to be a waiver of any succeeding
breach or any other covenant. All waivers must be in writing and
signed by the party waiving its rights.
16.5. Governing Law. This Agreement shall be governed by the internal laws
of the State of Wisconsin, without regard to its conflicts of law
provisions.
16.6. Export Restriction. Regardless of any disclosure made by Customer to
Metavante of an ultimate destination of any Metavante Products,
Customer will not export and/or re-export either directly or
indirectly any Metavante Products without first obtaining, at the
Customer's expense, a license from the United States government, as
required.
16.7. Restricted Rights. The Metavante Products are provided with
RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government
is subject to restrictions as set forth in subparagraph (c) 1)(ii)
of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Metavante Corporation, 0000 Xxxx Xxxxx
Xxxx Xxxx, Xxxxx Xxxx, XX 00000-0000.
16.8. Taxes. Any taxes based upon this Agreement or the services or
products provided, except upon net income of Metavante, shall be
paid by Customer. Metavante shall be entitled to receive 100% of
payments due to it hereunder. In the event any taxing authority
withholds or intercepts any amount due to Metavante hereunder,
Customer shall pay to Metavante on demand the full amount of such
withholding or intercepted payment.
16.9. Payments. Unless specified otherwise, all amounts are due when the
service has been completed or the Metavante Product has been
delivered. All Metavante Products are shipped FOB Metavante's
facility in Xxxxx Deer, Wisconsin. Annual or monthly fees will be
invoiced and paid in advance. Amounts outstanding after the due date
are subject to an interest charge to date of payment of the lesser
of 18% per annum or the
3
highest legally allowable rate. Metavante may adjust its maintenance
fees annually, effective January 1, upon at least sixty (60) days
prior written notice; provided that no such increase, except with
respect to rates for professional services, shall exceed 10%.
16.10. Other Matters. Neither party shall solicit the employees of the
other party during the term of this Agreement, for any reason. If
any provision of the Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the
remainder shall not in any way be affected. Each party shall upon
request provide such further assurances and undertake such further
acts or things as may be reasonably necessary or appropriate to
effectuate the terms of this Agreement. Neither party shall be
deemed the agent, partner, or co-venturer of the other by reason of
this Agreement or Customer's use of the Metavante Products. Unless
explicitly stated otherwise, for any event which calls for either
party to exercise its judgment, give its consent or perform an
obligation, a standard of reasonableness shall apply. Both parties
are deemed to have contributed equally to the drafting of this
Agreement.
16.11. Entire Agreement. All exhibits and schedules attached hereto are
incorporated herein by reference. This Agreement, together with the
exhibits and schedules hereto, constitutes the entire agreement
between Metavante and the Customer with respect to the subject
matter hereof. There are no restrictions, promises, warranties,
covenants or undertakings other than those expressly set forth
herein and therein. This Agreement supersedes all prior
negotiations, agreements, and undertakings between the parties with
respect to such matter. Any modifications or additions to this
Agreement, the Metavante Products, or services requested by Customer
and agreed to by Metavante will be documented in writing signed by
both parties and will be governed by this Agreement, unless
otherwise specifically agreed.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their names as of the date first above written.
METAVANTE CORPORATION XXXXXXXX & ILSLEY CORPORATION
0000 X. Xxxxx Xxxx Xxxx 000 Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000
By: _____________________________________ By:_____________________________________
Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer Title: Chairman and CEO
4
Index to Exhibits
Exhibit A Metavante Fees, Hourly Rates and License Fees
Exhibit B Training Services and Customization Services
Exhibit C Necessary Labels and Notices for Copied Programs
Exhibit D Customer's Affiliates
The above exhibits have been omitted. These exhibits will be furnished
supplementally to the Securities and Exchange Commission upon request.
