EXHIBIT 10.2
File Solutions
Software Maintenance Agreement
This Agreement is entered into this 15th day of July, 1997, by and
between SPARAK Financial Systems, inc. (Vendor) and OCEANSIDE BANK -
JACKSONVILLE BEACH (Customer).
WHEREAS, Customer has purchased a certain Software package (Software),
more fully described in Software Schedule attached hereto, from Vendor or a
Dealer of Vendor; and,
WHEREAS, Vendor offers to provide maintenance and support of the
Software and Customer desires to obtain such maintenance and support of the
Software on the terms and conditions hereafter provided;
Term
This Agreement shall commence on the date indicated on the Software
Schedule attached hereto and incorporated herein by reference and receipt of the
Maintenance Fee (Fee) by Vendor. The initial term of this Agreement is for
twelve months from said date. Thereafter, this Agreement will continue in full
force and effect for twelve month periods provided the Fee is received by Vendor
by the anniversary date of this Agreement.
Maintenance Services
The maintenance and Support Services (Service) provided hereunder shall
consist of: (a) technical and/or operational assistance provided by Vendor to
Customer during normal business hours which shall be generally defined as Monday
through Friday, 8:00 AM to 5:00 PM, Central time, and (b) distribution by Vendor
to Customer of enhancements to the Software which may be developed from time to
time by File Solutions and which are made generally available to all users of
the Software.
Telecommunications
The Vendor shall install at the Customer's expense and the Customer
shall maintain for the duration of this Agreement, a modem and related software.
The Customer shall install a dial-up phone line and maintain service at
Customer's expense a while this agreement is in force. Vendor may, at its
option, use this modem, software and phone line in connection with the Service.
Access by Vendor shall be subject to prior approval of Customer in each
instance.
Scope
The purpose of the Agreement is to assist Customer with the Software as
listed in the Software Schedule attached to this Agreement. Vendor shall not be
responsible for maintaining the software when the system of which the Software
resides has been modified in any way by the Customer, or for maintaining
portions of the Software affected by Customer modified portions of the hardware
or hardware operating system. Further, this Agreement does not contemplate
assistance for any other software added to the system by Customer. Services
required as a result of Customer's modifications or system changes shall be
billed at Vendor's standard rate.
Maintenance Fees
If the Customer desires the Service, the fee designated for each
Software System in the Software Schedule attached hereto shall be due upon the
terms provided, herein.
(a) The Customer shall reimburse Vendor for any out-of-pocket expenses,
including but not limited to travel expenses, incurred in connection with duties
performed under this Agreement that, upon mutual concurrence, required travel to
Customer location by Vendor.
(b) The Vendor may change the maintenance fee on any anniversary date,
after the initial term of the Agreement, upon thirty (30) days prior written
notice. Billing of annual fee shall constitute notice under this Section.
Additional Services
At the request of Customer, Vendor may also provide consulting or other
assistance to Customer in addition to those included or intended as a part of
this Agreement. Customer would be billed for these services at Vendor's standard
rates then in effect.
Assignment
Customer may not assign or transfer this Agreement or Customer's rights
and obligations hereunder without Vendor's prior written consent.
Limitation of Liability
(a) VENDOR OR FILE SOLUTIONS, INC. SHALL NOT BE LIABLE TO CUSTOMER FOR
ANY DAMAGES RESULTING FROM OR RELATED TO THE SERVICES PERFORMED BY VENDOR
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA OR SOFTWARE,
INABILITY OF VENDOR IN PERFORMING ANY SERVICES HEREUNDER.
(b) IN NO EVENT SHALL VENDOR OR FILE SOLUTIONS, INC. BE LIABLE TO THE
CUSTOMER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
ARISING OUT OF OR RELATED TO THIS MAINTENANCE AGREEMENT, EVEN IF VENDOR OR FILE
SOLUTIONS, INC. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF OR KNEW OR SHOULD
HAVE KNOWN THEREOF. VENDOR'S OR FILE SOLUTIONS, INC. LIABILITY HEREUNDER TO THE
CUSTOMER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE ANNUAL MAINTENANCE
FEE PAID TO VENDOR HEREUNDER BY THE CUSTOMER FOR THE IMMEDIATE PRECEDING
MAINTENANCE PERIOD.
Both parties hereby agree to and accept these conditions;
SPARAK Financial Systems, Inc. OCEANSIDE BANK - JACKSONVILLE BEACH
BY: /S/ XXXXX XXXXXXXX BY: /S/
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XXXXX XXXXXXXX
TITLE: SECRETARY/TREASURER TITLE: CHAIRMAN/CEO
DATE: 09/30/97 DATE: 09/29/97
SOFTWARE SCHEDULE
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Software Effective Date Annual Fee
The File Solution(TM) 08/01/97 $1400.00
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This Agreement is in effect on receipt of the total of the fees listed
above for a period of 12 consecutive months from the effective date indicated
above, and shall continue thereafter only on receipt of the total of fees listed
above, or billed, prior to the anniversary date of this Agreement.
