CORRECTION AND AMENDMENT OF JULY 24, 2002 SERVICES AGREEMENT BETWEEN BRW ACQUISITION, INC. AND FIREMARK PARTNERS, LLC
Exhibit
10.3
CORRECTION
AND AMENDMENT OF JULY 24, 2002 SERVICES AGREEMENT BETWEEN
BRW
ACQUISITION, INC. AND FIREMARK PARTNERS, LLC
This
Correction and Amendment Of July 24, 2002 Services Agreement is made by and
between Bristol West Holdings, Inc., a Delaware Corporation formerly known
as
BRW Acquisition, Inc. (“BWIG”), and FireMark Partners, LLC (“FireMark”), a
Delaware limited liability company with its principal office located in Newton,
Massachusetts.
WHEREAS,
BWIG
and FireMark entered into a Services Agreement dated July 24, 2002 (“Services
Agreement”);
WHEREAS,
the
parties have discovered that the Services Agreement failed to accurately set
forth their agreement in certain respects and agree that the Services Agreement
should be corrected; and
WHEREAS,
the
parties desire to separately amend the Services Agreement in certain
areas.
NOW
THEREFORE,
the
Services Agreement is hereby corrected and amended as
follows:
| 1. |
Section
9.2 of Exhibit 4-A to the Services Agreement is corrected as
follows:
|
The
sentence “Subject to the terms and conditions set forth in this Services
Agreement, FireMark hereby grants to BWIG, and BWIG accepts, a nonexclusive,
nontransferable, five (5) year license in the Software, for the use and
reproduction of the Software exclusively by BWIG” is deleted in its entirety and
replaced by “Subject to the terms and conditions of this Services Agreement,
FireMark hereby grants to BWIG, and BWIG accepts, a nonexclusive,
nontransferable, perpetual license in the Software, for the use and reproduction
of the Software exclusively by BWIG. After the first five (5) years of this
license grant, no further license fees will be due to FireMark by BWIG, and
FireMark may license the BWIG Dragon System to any competitor of
BWIG.”
| 2. |
Section
5.1 of the Services Agreement is corrected as
follows:
|
The
sentence “If BWIG decides to continue this Agreement, the License Phase shall
last for five years from the date of such determination, unless otherwise
terminated pursuant to the terms of this Agreement” is deleted in its entirety
and replaced by “If BWIG decides to continue this Agreement, the License Phase
shall last in perpetuity from the date of such determination, unless otherwise
terminated pursuant to the terms of this Agreement.”
| 3. |
Section
7.3 of the Services Agreement is corrected as follows:
|
The
sentence “Commencing on the day this rollout plan is complete, a monthly license
fee of $75,000 will be due to FireMark by BWIG, so long as the License Phase
remains in effect within the license term indicated in section 9.2 of Exhibit
4-A” is deleted in its entirety and replaced by “Commencing on the day this
rollout plan is complete, a monthly license fee of $75,000 will be due to
FireMark by BWIG during the first five (5) years of the License Phase, so long
as the License Phase remains in effect during that time.”
| 4. |
Section
7.5 (1)(b) of the Services Agreement is corrected as follows:
|
The
sentence “After the Effective Date and prior to the end of the five-year License
Phase (excluding any renewal terms) OneShield shall not license the BWIG Dragon
System to any competitor of BWIG” is deleted in its entirety and replaced by
“After the Effective Date and for the first five years of the License Phase,
FireMark shall not license the BWIG Dragon System to any competitor of
BWIG.”
| 5. |
Section
9.4 of the Services Agreement is corrected as
follows:
|
The
sentence “Upon the termination or expiration of this Services Agreement, (a) all
rights granted to BWIG under this Services Agreement cease and BWIG will
promptly cease all use and reproduction of the Software and (b) BWIG will
promptly return all copies of the Software to FireMark or destroy all of BWIG's
copies of the Software and so certify to FireMark in writing within fourteen
(14) days of termination” is deleted in its entirety and replaced by “Upon the
termination of this Services Agreement by FireMark pursuant to Section 7.7
(3)(4) or (5) of the Services Agreement, (a) all rights granted to BWIG under
this Services Agreement cease and BWIG will promptly cease all use and
reproduction of the Software and (b) BWIG will promptly return all copies of
the
Software to FireMark or destroy all of BWIG's copies of the Software and so
certify to FireMark in writing within thirty (30) days of
termination.”
| 6. |
Section
9.3 of Exhibit 4-A to the Services Agreement is corrected by deleting
in
its entirety the following sentence from that
section:
|
“BWIG
shall not modify, reverse engineer, or de-compile the Software, or create
derivative works based on the Software.”
| 7. |
The
Services Agreement is hereby amended to provide that non-Core development
work, Dragon-implementation-related work and other time and material
work
provided by OneShield to BRW may be invoiced by OneShield directly
to BRW
and paid by BRW directly to OneShield. BRW shall have no obligation
to make any payments to FireMark for any such services so invoiced by
OneShield.
|
IN
WITNESS WHEREOF, the parties hereto have signed this Correction and Amendment
as
of the date written below.
BRISTOL
WEST HOLDINGS, INC.,
FORMERLY
BRW ACQUISITION, INC.
By:
/s/ XXXXXXX X.
XXXXXX
Typed
name: Xxxxxxx X. Xxxxxx
Title:
President and Chief Operating Officer
Date:
November 8, 2005
FIREMARK
PARTNERS, LLC
By:
/s/ INDEER-XXXX X.
XXXXXX
Typed
name: Xxxxx-Xxxx X. Xxxxxx
Title:
Partner
Date:
November 8, 2005
