Exhibit 10.6
AGREEMENT
This AGREEMENT, dated and effective as of the 23rd day of September, 1997
(the "Effective Date"), is entered into by and among COMPUCREDIT corporation,
a Georgia corporation ("CompuCredit"), VISIONARY SYSTEMS INC., a Georgia
corporation ("VSI") and VSx Corporation, a Georgia corporation ("VSx"). VSx
and VSI are sometimes collectively referred to as "Developers" and Developers
and CompuCredit are sometimes collectively referred to as the "Parties." A
master list of defined terms used in this Agreement is contained in
Appendix A.
Background
A. CompuCredit is in the business of, among other things, developing various
consumer credit products and services, such as a credit card and products and
services relating to the home equity loan business.
B. The Developers are in the business of, among other things, designing and
developing computer software and database programs.
C. CompuCredit desires for Developers to develop a system of computer
programs and databases that will, among other things, gather, store and
analyze certain classes of data necessary to facilitate key marketing, risk
and financial management decisions in the consumer credit and financial
products industries (this system, together with all error corrections,
modifications, derivative works, updates and enhancements and any
documentation associated with the system shall collectively be referred to as
the "System").
D. For purposes of this Agreement, the System shall be deemed to be
comprised of three core components: (i) the "Brain" which will be developed
by VSx on the Data Warehousing platform ("Brain Platform") and is more
specifically described on Exhibit A, (ii) the "Switch" which will be
developed by VSI or the Transaction Processing platform ("Switch Platform")
and is more specifically described on Exhibit B, and (iii) the "Switch
Criteria" which will be developed by VSI and is more specifically described
on Exhibit B.
E. Xxxxx X. Xxxxxxxx ("Xxxxxxxx") owns one hundred percent (100%) of the
outstanding capital stock of VSI and serves as its president.
F. VSI owns one hundred percent (100%) of the outstanding capital stock of
VSx and Xxxxxxxx serves as the president of VSx.
G. Prior to the Effective Date, VSI was developing the System. As of the
Effective Date, VSI will continue the development of the Switch and Switch
Criteria and VSx will assume responsibility for the development of the Brain.
H. One primary purpose of this Agreement is to set forth the terms and
conditions under which the Developers will continue the development of the
System (such development services to be referred to collectively as the
"System Services") and perform certain additional mutually agreeable data
processing, software design and development, consulting and miscellaneous
related services for CompuCredit related to CompuCredit's business (such
mutually agreeable additional services to be referred to collectively as the
"Ancillary Services"). Developers' System Services and Ancillary Services
are sometimes referred to collectively as the "Services".
I. The Parties currently anticipate that the Services will be performed
during the three (3) years following the Effective Date.
J. Another primary purpose of this Agreement is for Developers to grant
CompuCredit certain licenses to use certain technology associated with the
System that one or more of the Developers will continue to own.
In consideration of the rights and benefits that they will each receive as a
result of the transactions contemplated by this Agreement (the adequacy and
sufficiency of which consideration the Parties acknowledge) and intending to
be legally bound by this Agreement, the Parties agree as follows:
1.System Services; Ancillary Services
1.1 System Services During the System Development Period (as defined at the
end of this Section 1.1), CompuCredit hereby engages (i)VSx to complete the
development of the Brain, (ii) VSI to continue development of the Switch,
(iii) VSI to develop the Switch Criteria and (iv) either Developer to develop
other System Deliverables (as defined in Section 3.1). The Developers agree
to provide CompuCredit with all documentation and supporting materials
reasonably necessary for CompuCredit to use the System Deliverables for the
purposes and to the extent contemplated hereunder. The period of time from
the Effective Date through the earlier to occur of (i) the "Final System
Deliverable Acceptance Date" (as defined in Section 3.2) with respect to the
last remaining mutually agreed System Deliverable to be provided by VSx or
VSI to CompuCredit or (ii) the date this Agreement is terminated in
accordance with Section 7.1(a), shall be referred to as the "System
Development Period."
1.2 Ancillary Services In addition to the System Services, the Developers
agree to perform the Ancillary Services at the direction of and for
CompuCredit. During the term of this Agreement, VSI shall treat its
obligation to perform the Ancillary Services as first in priority over any
obligations it may have to any customer other than CompuCredit unless
otherwise agreed by the Parties. The specific types of and details of the
Ancillary Services will be mutually agreed upon by CompuCredit and the
Developers at the weekly meetings discussed in Section 2.2 and at other
times. The Developers' obligation to perform the Ancillary Services shall last
for the duration of the "Ancillary Services Period," which shall extend
throughout the System Development Period through the earlier to occur of (i)
the date this Agreement is terminated in accordance with
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Section 7.1(a)or(ii) until either the Developers or CompuCredit terminates
the Ancillary Services Period in accordance with Section 7.1(c).
1.3 Timetable
(a) Subject to the limitations set forth in this Agreement, Developers shall
commit and utilize sufficient financial and human resources to enable the
Developers to meet any mutually agreed deadlines and complete any tasks
associated with the Services. To the extent CompuCredit is to be responsible
for any out-of-pocket costs or expenses associated with the Services, those
costs or expenses must be within budgetary guidelines mutually agreed upon by
CompuCredit and Developers. The Developers shall notify CompuCredit promptly
of any circumstances, when and as they arise, that may reasonably be
anticipated to lead to a material deviation from any mutually agreed
deadlines associated with the Services.
(b) Unless (i) CompuCredit obtains access to the Source Code pursuant to
Section 1.6(f); (ii) Developers have materially breached a material
obligation under this Agreement and have not cured the breach within any cure
periods allowed in this Agreement and the Agreement is terminated pursuant to
Section 7.1(a)(i) or (ii); or (iii) CompuCredit exercises the Purchase Option
under Section 1.8, CompuCredit will use only VSx to complete development with
any components related to the Brain and the Brain Platform and will only use
VSI to complete the development of the Switch Criteria. Under no
circumstances shall CompuCredit use any party other than VSI to develop any
component related to the Switch.
1.4 Restriction on Certain Conflicting Activities of Developers Throughout
the System Development Period and the Ancillary Services Period, except with
CompuCredit's prior written permission, (i) the sole business function of VSx
shall be devoted to performing the Services relating to the development of
the Brain and other System Deliverables for the Brain Platform and for
performing Ancillary Services not performed by VSI, (ii) no Developer shall
provide services to or grant licenses or rights to any third party that could
reasonably be expected to impair or conflict with any one of the Developers'
responsibilities hereunder, (iii) Developers shall not provide any services
substantially similar to any component of the Services related to the Brain
or grant any rights or licenses with respect to the technology related to the
Brain similar to those granted to CompuCredit in this Agreement in either
case to any person or entity engaged in any business activities that are
directly in competition with CompuCredit ("CompuCredit Competitor"), (iv) VSx
will not sell all or any portion of its proprietary rights to the Brain
except as permitted under Section 1.8, and (v) no Developer shall take any
action, directly or indirectly, alone or in conjunction with any other person
or entity, that is intended to or that could reasonably be expected to
adversely affect or cut off CompuCredit's Right of First Refusal set forth in
Section 1.7 or its Purchase Option set forth in Section 1.8. The obligations
of Developers under this Section 1.4 shall apply to Developers, their
respective officers or directors (acting in either their corporate or
individual capacity), and any entity controlled by, controlling and under
common control with Developers ("Developer Affiliates"). Notwithstanding
anything else set forth herein, CompuCredit acknowledges that the provision
of service bureau-type
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services by VSI to entities and persons other than CompuCredit during the
term of this Agreement with respect to the Switch shall not be in violation
of this Section 1.4.
1.5 Use of Third Party Consultants or Developers Without the prior written
consent of CompuCredit, Developers shall not retain any third parties to
furnish services or products in connection with the Services, nor shall
Developers accept any such services or products; provided, however, that to
the extent that CompuCredit approves retention of any such third party
consultant or developer, such consultant or developer shall execute
appropriate confidentiality and other documents reasonably required by
CompuCredit.
1.6 Licenses
(a) VSx hereby grants CompuCredit an exclusive, perpetual license to use, copy
execute, display, and reproduce (in any medium including firmware) the Brain.
(b) VSI hereby grants CompuCredit a nonexclusive license to use, copy,
execute, or display Switch for internal use only.
(c) CompuCredit hereby grants VSI a nonexclusive license to use, copy, modify,
execute, display, reproduce (in any medium including firmware) and prepare
derivative works of the Switch Criteria but only to the extent that is
necessary or appropriate to develop the System for CompuCredit as set forth
in this Agreement.
(d) CompuCredit shall not be permitted under the terms of the above licenses
to sell or sublicense to any unaffiliated third party any of the technology
licensed to CompuCredit in Sections 1.6(a) and 1.6(b) above; provided,
however, that the license rights shall extend to any entities that control
CompuCredit, are controlled by CompuCredit or under common control with
CompuCredit (a "CompuCredit Affiliate"); and provided, further, that the
license rights may be transferred by CompuCredit to any third party that
purchases all or substantially all of CompuCredit's assets or to the
surviving corporation in the event of a merger between CompuCredit, subject
to Sections 1.9 and 8.6. As used in this paragraph, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of management and policies of such person or entity, whether
through the ownership of voting securities, by contract or otherwise.
(e) The license set forth in Sections 1.6(a) and 1.6(b) with respect to the
Brain and Switch shall survive any termination of the System Development
Period, Ancillary Services Period and this Agreement: provided, however, that
(i) such license shall only be with respect to those System Deliverables
concerning the Brain and Switch that have been delivered as of the effective
date of such termination, and (ii) such license shall not survive termination
if the Agreement is terminated for the uncured material breach by
CompuCredit of material provision of this Agreement.
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(f) CompuCredit shall have the right, at any time during the term of the
above licenses, in its discretion and at its expense, to require Developers
to deposit the then current source code to the Brain in escrow. Such deposit
into the source code escrow shall be under mutually agreed terms by the
Parties and shall be paid for by CompuCredit. The source code escrow shall
be maintained for as long as CompuCredit has license rights to the underlying
technology, and Developers shall ensure that the escrowed source materials
are updated with the then current System Deliverables as often as reasonably
necessary to keep them current in a source code escrow. Access to the source
code shall be permitted only under one of the following conditions:
(i)either Developer or Xxxxxxxx files for relief under the federal Bankruptcy
Code, or any action is filed against either Developer or Xxxxxxxx under such
Code and such action is not cured in thirty (30) days; (ii) either Developer
or Xxxxxxxx enters into a general assignment for the benefit of the
creditors; (iii) upon the failure of either Developer to modify a System
Deliverable so that it meets the Performance Criteria (as defined in Section
3.1) pursuant to the terms set forth in Section 3.1; or (iv) upon the
material breach of this Agreement by a Developer that is uncured and a
subsequent termination pursuant to Section 7.1(a). The rights set forth in
this Section shall terminate upon the termination of this Agreement.
1.7 Right of First Refusal Developers will not sell, transfer, divide,
convey or give away all or any portion of the Brain or Switch that it owns to
a third party without first giving CompuCredit a right of first refusal (the
"Right of First Refusal") to acquire such items on terms and conditions
substantially the same as those that would apply to the third party. VSI
shall give CompuCredit Credit at least thirty (30) days to exercise its
Right of First Refusal. This Right of First Refusal is effective as of the
Effective Data and will expire upon the termination of this Agreement.
Notwithstanding the foregoing, the Parties agree that CompuCredit shall have
no Right of First Refusal in the event any portion of the Switch is
transferred by VSI to a wholly-owned subsidiary of VSI pursuant to Section
8.6 hereof; provided, however, that such subsidiary shall be subject to the
terms of this section with respect to any further transfers.
1.8 Purchase Option Developers hereby grant CompuCredit an option (the
"Purchase Option") during the term set forth below, to acquire all of the
issued and outstanding stock of VSx for a purchase price equal to $2,400,000.
If CompuCredit elects to exercise its Purchase Option, CompuCredit will
notify the Developers of this election and will furnish the Developers with a
Stock Purchase Agreement containing terms and conditions to be negotiated and
mutually agreed to by the Parties. VSI and VSx will execute the Stock
Purchase Agreement upon their agreement to the terms thereof. Developers
agree that during the option period set forth below and except as otherwise
provided by the terms of this Agreement, no stock or shares of VSx will be
transferred to any party other than CompuCredit, no change of control in VSx
or VSI will occur, none of the material assets of VSI or VSx will be sold to
any party other than CompuCredit, and no Developer will take any action or
permit any action to be taken that is intended to, or that would likely have
the effect of, defeating the Purchase Option granted to CompuCredit under
this provision. This Purchase Option is effective beginning three years
after the Effective Date if the Agreement has not been terminated prior to
such date and will continue until twelve (12) months after the termination of
this Agreement. In the event the Purchase Option is exercised, neither VSI
nor Xxxxxxxx shall be further responsible for any future obligations or
liabilities of VSx
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related to the Brain or Brain Platform hereunder (other than any obligations
or liability under Sections 5.1 or 5.3) to the extent that such liability is
caused by the acts or omissions of VSx prior to the exercise of the Purchase
Option. Notwithstanding anything else set forth herein, the Purchase Option
shall terminate immediately upon CompuCredit's material breach and subsequent
termination of this Agreement pursuant to Section 7.1(a).
1.9 Processing Charges In the event of a sale of CompuCredit to a third
party or a change of control of CompuCredit and the assignment of this
Agreement pursuant to Section 8.6 hereof, Developers agree not to charge the
purchaser or the successor entity, as the case may be, any transaction fee
for use of the Switch or any other System component that is more than the
lesser of $.25 per transaction or the lowest rate charged by Developers to
any other party. Such rate shall be effective for one year after the
assignment of this Agreement unless the Purchase Option is exercised, in which
case the rate shall be effective for one year after the exercise of such
Purchase Option.
2. Project Management, Meetings and Reports, Project Site
2.1 Project Management The contact person for CompuCredit shall be Xxxxx
Xxxxx, whose address, telephone and facsimile numbers are:
Xxxxx X. Xxxxx
HBR Capital, Ltd.
Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Telephone: (000)000-0000
Facsimile: (000)000-0000
and the contact person for VSI and VSx shall be Xxxxxxxx, whose address,
telephone and facsimile numbers are:
Xxxxx X. Xxxxxxxx
Visionary Systems, Inc.
000 Xxxxxxxxx Xxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Telephone: (000)000-0000
Facsimile: (000)000-0000
2.2 Weekly Status Meetings and Periodic Reports During the System
Development Period, except as may be waived by CompuCredit on a case-by-case
basis, the Parties shall meet at least once weekly to discuss the status of
the System Services and the System in general. Another purpose of these
weekly meetings shall be for the Parties to make mutually agreed changes to
the schedules and agenda. If CompuCredit so requests, Developers will
provide it with periodic written status reports relating to the Services.
Also at these weekly meetings, the parties may agree to the performance by
VSx or VSI of certain Ancillary Services, as contemplated by
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Section 1. After the end of the System Development Period, for the
duration of the Ancillary Services Period, the Parties will meet at mutually
agreeable times and locations to discuss matters related to the Ancillary
Services.
2.3 Project Site During the Development Period, CompuCredit shall provide
VSx and VSI, at no cost, with mutually acceptable office space in
CompuCredit's data-processing facilities (the "Project Site") and access to
the System for VSx and VSI in order to develop, install or service System
Deliverables. VSx and VSI will not be permitted to access the System from
any location other than the Project Site, except under mutually agreed upon
terms. CompuCredit shall have no responsibility for compensating or
providing any rights or benefits to any contractors, agents, employees or
personnel of VSx or VSI other than any express obligations to Xxxxxxxx under
this Agreement.
2.4 Essential Nature of Xxxxxxxx'x Services The personal services of
Xxxxxxxx with respect to the development of the System are deemed essential
by CompuCredit, and any significant unavailability, inability or
unwillingness of Xxxxxxxx, during the term of this Agreement to perform the
obligations of Developers, unless beyond the reasonable control of Xxxxxxxx
and despite his reasonably diligent efforts to perform, shall constitute a
a material breach of this Agreement by Developers. In the event that
CompuCredit exercises its Purchase Option, VSI will ensure that Xxxxxxxx
makes himself available to CompuCredit for a mutually agreeable period of
time, which shall in no event be less than one (1)year, to serve as a
consultant to VSx at a rate $200 per working hour and VSI will ensure that
Xxxxxxxx is available to VSx for this consulting work for at least forty
hours per month. There will be no carry-over of unused hours in one month to
another month. During the term of this Agreement, Developers will ensure that
Xxxxxxxx devotes at least 90% of his working time to the Services unless
otherwise agreed by the Parties.
3. System Acceptance and Follow-up Assistance
3.1 System Acceptance Test Upon the completion of a System component for the
Brain Platform or the Switch Platform developed by either of the Developers
in accordance with the terms hereunder (a "System Deliverable"), the Developer
responsible for furnishing that System Deliverable (the "Responsible
Developer") and CompuCredit shall perform a series of acceptance tests on the
System Deliverable (the "Acceptance Test"), the content, form and purposes of
which shall be mutually agreed by CompuCredit and the Responsible Developer,
to ensure that the System Deliverable (i) performs in accordance with any
design criteria or any performance criteria mutually agreed by the Responsible
Developer and CompuCredit in writing ("Design Criteria"), and (ii) to the
extent it is software, performs repetitively on an appropriate variety of
data without failure or error (the requirements set forth in (i) and (ii) being
collectively referred to as the "Performance Criteria"). If the System
Deliverable does not conform to the Performance Criteria, the Responsible
Developer shall modify the System Deliverable to correct the nonconformity.
The Acceptance Tests shall be repeated until the System Deliverable conforms
to the Performance Criteria. The inability of the Responsible Developer to
modify a System Deliverable so that it meets the Performance Criteria shall
be considered a material
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breach hereunder and CompuCredit may at its option (A) terminate this
Agreement by providing Developers with written notice of termination pursuant
to Section 7.1(a), or (B) if related to the Brain, CompuCredit may obtain
access to the source code to modify or correct the System Deliverable itself
pursuant to Section 1.6(f).
3.2 System Acceptance If and when CompuCredit is satisfied that the
Acceptance Tests establish that a System Deliverable meets any agreed upon
Performance Criteria or is otherwise acceptable it shall give written notice
to the Responsible Developer that it is accepting the System Deliverable, and
the date of such notice shall be referred to as the "Final System Deliverable
Acceptance Date" and such acceptance shall be known as "Final System
Deliverable Acceptance." Notwithstanding the foregoing, CompuCredit's first
commercial or other business use of the System Delivery shall be deemed the
"Final System Deliverable Acceptance" and the date of such first use shall be
deemed the "Final System Deliverable Acceptance Date."
4. Compensation
4.1 Initial Payment CompuCredit shall pay Developers One Hundred Twenty-Five
Thousand Dollars ($125,000) as follows:
$25,000 Within fourteen (14) business days
following the Effective Date
$25,000 October 1,1997
$25,000 January 1,1998
$25,000 April 1,1998
$25,000 July 1, 1998
These payments shall be the fee for the Developers' agreement to perform the
development services hereunder as well as the fee for the licenses granted by
the Developers hereunder, including the exclusive license granted by VSx to
CompuCredit in Section 1.6(a) hereof. By accepting the initial payment,
Developers shall indicate their agreement to proceed with the Services with
diligence and due care. None of the payments shall be refundable in any
event unless a Developer materially breaches a material obligation under
Section 6.2 or 6.3 of this Agreement or a representation or warranty of
Developers in Section 5 proves to be materially inaccurate in which case
Developers shall promptly repay CompuCredit the amount paid hereunder.
Notwithstanding the foregoing, Developers shall have no obligation under any
term of this Agreement or otherwise to refund any payments more than nine
months after such payment has been made.
4.2 Monthly Payments On or before the tenth (10th) day of each calendar
month during the term of this Agreement, CompuCredit shall pay (a) VSx for
time spent by VSx personnel and (b) VSI for time spent by VSI personnel at
rates set forth in the table attached as Exhibit C and, if approved in advance
by CompuCredit pursuant to Section 1.5, agents and contractors of VSx and VSI
in performing the Services during the preceding month. Notwithstanding the
foregoing,
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CompuCredit shall not be responsible for paying for any fees that fall
outside of any limitations mutually agreed upon by the Developers and
CompuCredit prior to their being incurred.
4.3 Costs and Expenses CompuCredit shall reimburse the Developers for any
ordinary, necessary and reasonable travel, lodging or other out-of-pocket
expense reasonably incurred by the Developers solely in connection with
performing the Services. CompuCredit must pre-approve any single expense of a
Developer amounting to more than Five Hundred Dollars ($500) to the extent
that the Developer wishes to seek reimbursement for such amounts. The
Developers shall provide CompuCredit with reasonable documentation to support
and verify any expenses submitted for reimbursement pursuant to this Section
4.3.
5. Representations, Warranties and Indemnities
5.1 Representations and Warranties of Developer Developers jointly and
severally represent and warrant to CompuCredit that:
(a) Each System Deliverable and all work product generated by Developers in
connection with the Services, including all material, works, writing, ideas
or dialogue written, submitted or interpolated in and for the System
Deliverable or the Services, will be the Responsible Developer's original
work or will be work acquired and owned by the Responsible Developer
immediately prior to its transfer and assignment to CompuCredit under this
Agreement (except for material in the public domain), and shall have not been
copied in whole or in part from any other work. No System Deliverable shall
infringe upon or violate any patent, copyright, trademark, trade secret or
other intellectual property or other proprietary right of any third party.
(b) Developers' performance of their respective obligations under this
Agreement will not trigger or constitute a breach of any legal or contractual
obligation of any one or more of the Developers.
(c) Developers are fully authorized to enter into and fully perform their
obligations under this Agreement.
(d) The System Deliverables shall operate in accordance with any Performance
Criteria one (1) year after the Final System Deliverable Acceptance Date. If
CompuCredit reasonably determines that the System Deliverable fails to meet
such Performance Criteria during the one year period, then the Responsible
Developer shall use commercially reasonable efforts, at its own expense, to
correct the performance deficiency within fifteen (15) business days of being
notified by CompuCredit of the problems. Notwithstanding anything to the
contrary in this Section 5.1(d), however, the Developers may require
CompuCredit to bear the costs associated with correcting errors in a System
Deliverable while the System Deliverable is in an "alpha" or "beta" stage of
development prior to Final System Deliverable Acceptance.
(e) Each System Deliverable containing or constituting software and any
additional software generated as a result of the Services shall be designed
to be used prior to, during and after the
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beginning of the calendar year 2000 A.D. and the System Deliverable and such
software will operate during each such time period without error relating to
date data, specifically including any error relating to, or the product of,
date data which represents or references different centuries or more than one
century.
(f) Developers will comply with all policies, procedures and regulations
required by third party data providers including, but not limited to, credit
bureaus.
(g) THE LIMITED WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES
GIVEN BY THE DEVELOPERS IN CONNECTION WITH THE SERVICES AND SYSTEM
DELIVERABLES PROVIDED UNDER THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
DEVELOPERS DO NOT REPRESENT, WARRANT OR GUARANTEE SUCCESS IN THE DEVELOPMENT
EFFORT TO CREATE THE SYSTEM.
(h) Any claims made under this Section 5.1 shall be made within three (3)
years after the termination of this Agreement.
5.2 Representations and Warranties of CompuCredit CompuCredit represents and
warrants to the Developers that:
(a) CompuCredit owns or has acquired rights to all proprietary interests in
the Switch Criteria necessary to grant the intellectual property rights set
forth in this Agreement.
(b) CompuCredit's performance of its obligations under this Agreement will
not trigger or constitute a breach of any legal or contractual obligation of
CompuCredit.
(c) CompuCredit is fully authorized to enter into and fully perform its
obligations under this Agreement.
(d) CompuCredit has purchased or licensed all the necessary third party
computer hardware and software which may be required to develop and operate
the System and the Developers have the right to use such third party hardware
and software to which Developers will be given access hereunder.
(e) Any claims made under this Section 5.2 shall be made within three (3)
years after the termination of this Agreement.
5.3 Indemnifications
(a) Developers shall jointly and severally (i) indemnify and hold harmless
CompuCredit, its officers, directors and CompuCredit Affiliates (collectively,
the "CompuCredit Parties") from and against any liability, cost, loss or
expense of any kind (including but not limited to attorneys
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fees and court costs), and (ii) defend, through use of legal counsel chosen
by Developers, any suit or proceeding against a CompuCredit Party, in the
case of both (i) and (ii) arising out of or based on any claim, demand or
action alleging that a System Deliverable or any other product or service
provided by a Developer to CompuCredit under this Agreement infringes any
copyright, patent, trademark, trade secret or other intellectual property or
other proprietary right of any third party (a "Third Party IP Right").
Developers shall have no obligations hereunder to the extent that such claim,
demand or action arises from or occurs as a result of (i) the use of the
System Deliverable in combination with unapproved items unless the Developers
specifically recommended them as a combination or under the circumstances
Developers could reasonably be expected to have contemplated that
CompuCredit would use the System Deliverable in connection with such items,
or (ii) the failure of CompuCredit to implement changes, replacements, or new
releases recommended by Developer(s) and made available to CompuCredit at no
cost or nominal cost, where such claim, demand or action would have been
avoided by such changes, replacements or new releases. Notwithstanding the
foregoing, Developers shall not have any liability under this section or
otherwise to CompuCredit for any liability, cost, loss or expense of any kind
arising out of or based on any actual or alleged violation of the Fair Credit
and Reporting Act ("FCRA").
(b) In the event that a System Deliverable or any other product or service
provided by a Developer to CompuCredit hereunder is held in any such suit or
proceeding to infringe a Third Party IP Right, or if any Developer believes
that there is a reasonable basis for such an infringement claim to be
asserted or that a System Deliverable or any such other product or service is
infringing, then Developers, at their expense, shall take one of the
following remedial actions (the choice of which action Developers should take
shall be made mutually by the Parties): (i) procure for CompuCredit the right
to continue using the allegedly infringing item or service; or (ii) replace
the allegedly infringing item or service with one that is not infringing,
that is the functional equivalent of the replaced item and that meets any
applicable Performance Criteria. If neither of the foregoing options is
reasonably available, CompuCredit agrees to cease all use of such infringing
or potentially infringing System Deliverables.
(c) Developers shall jointly and severally (i) indemnify and hold harmless
the CompuCredit Parties from and against any liability, cost, loss or expense
of any kind (including but not limited to attorneys fees and court costs), and
(ii) defend, through use of legal counsel chosen by Developers, any suit or
proceeding against a CompuCredit Party, in the case of both (i) and (ii),
arising out of or based on any material inaccuracy in any representation or
warranty of Developers in this Agreement or any material breach by any
Developer of any of its obligations under this Agreement.
(d) CompuCredit shall (i) indemnify and hold harmless the Developers, their
officers, directors and affiliated entities (collectively, the "Developer
Parties") from and against any liability, cost, loss or expense of any kind
(including but not limited to attorneys fees and court costs), and (ii)
defend, through use of legal counsel chosen by CompuCredit, any suit or
proceeding against a Developer Party, in the case of both (i) and (ii) arising
out of or based on any claim, demand or action alleging any violation of or
otherwise relating to the FCRA.
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(e) CompuCredit shall (i) indemnify and hold harmless the Developer
Parties from and against any liability, cost, loss or expense of any kind
(including but not limited to attorneys fees and court costs), and (ii)
defend, through the use of legal counsel chosen by CompuCredit any suit or
proceeding against a Developer Party, in the case of both (i) and (ii),
arising out of or based on any material inaccuracy in any representation or
warranty of CompuCredit in this Agreement or any material breach by
CompuCredit of any of its obligations under this Agreement.
(f) The indemnification obligations set forth herein shall survive
for one year after the termination of this Agreement.
5.4 Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE RESPONSIBLE TO ANY OTHER PARTY FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED
THEREWITH OR RELATING TO THE SERVICES OR SYSTEM DELIVERABLES, WHETHER SUCH
CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY
AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER
REMEDY PROVIDED HEREIN FAILS, NOR SHALL A PARTY'S TOTAL LIABILITY EXCEED AN
AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY COMPUCREDIT TO DEVELOPERS PURSUANT
TO SECTION 4.2 OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 5.4
SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.3(a)
OR SECTION 5.3(d).
6. Ownership and Proprietary Rights; Limited License Back
6.1 Ownership
(a) For purposes of this Agreement "Intellectual Property" (whether such term
is capitalized or used in lower case letters) shall mean collectively (i)
copyrights, copyright registrations or applications, trademarks (and the
goodwill associated therewith), trademark registrations or applications (and
the goodwill associated therewith), moral rights, and any other rights to any
form or medium of expression, (ii) Trade Secrets (as defined in Section
6.2(b)), privacy rights, and any other protection for confidential
information or ideas, (iii) patents, patent registrations and patent
applications, (iv) any items, information or theories which are protectable
or registrable under any of the copyright, trademark, patent, Trade Secret,
confidentiality or other similar laws, and (v) any other similar rights or
interests, recognized by applicable law.
12
(b) Subject to all rights granted or applicable to the Developers in this
Agreement, the Parties acknowledge and agree that all Intellectual Property
associated with the Switch Criteria is currently owned and shall continue to
be owned by CompuCredit.
(c) Subject to all rights granted or applicable to CompuCredit in this
Agreement, the Parties acknowledge and agree that (i) VSI shall own all
Intellectual Property associated with the Switch and other System
Deliverables related to the Switch Platform developed and/or provided
hereunder, and (ii) VSx shall own all Intellectual Property associated with
the Brain and other System Deliverables related to the Brain Platform
developed and/or provided hereunder.
(d) To the extent that the Developers do not own the Intellectual Property as
set forth in paragraph (c) above, then (i) if one Developer owns any
Intellectual Property rights in and with respect to the Intellectual Property
the other Developer claims to own, then the Developers hereby agree that they
will immediately take any action necessary to consolidate ownership of all
Intellectual Property rights in the Developer so that the claim set forth in
paragraph (c) is correct, and until such consolidation of ownership occurs,
the licenses granted in Section 1.6 shall be deemed to be made by all
Developers having an ownership interest in the Brain, Switch, or other
Intellectual Property, as the case may be; and (ii) if CompuCredit owns any
Intellectual Property rights in and with respect to the Intellectual Property
the Developers claim to own, then CompuCredit hereby agrees to immediately
take any action necessary to transfer ownership of all Intellectual Property
rights in the proper Developer so that the claim set forth in paragraph (c)
is correct.
6.2 Non-Disclosure Covenant
(a) Each Party acknowledges that it may be exposed to certain "Confidential
Information" and "Trade Secrets" (both as defined in paragraph (b) of this
Section 6.2) of the other Parties during the term of this Agreement, and that
its unauthorized use or disclosure of such information or data could cause
immediate and irreparable harm to the Party whose information is misused or
disclosed. Accordingly, except to the extent that it is necessary to use such
information or data to perform its express obligations under this Agreement,
no Party shall (and each Party shall take diligent measures to ensure that
none of its employees, other personnel or affiliates shall), without the
express prior written consent of the other Party, disclose or divulge or use,
modify or copy, directly or indirectly, in any way for any person or entity:
(a) any of another Party's Confidential Information during the term of this
Agreement and for a period of three (3) years after the later to end of the
System Development Period or the Ancillary Services Period; and (b) any of
another Party's Trade Secrets at any time during which such information shall
constitute a Trade Secret.
(b) For purposes of this Agreement, "Confidential Information" means valuable
and proprietary non-public business information or data other than Trade
Secrets and "Trade Secret" means information (including, but not limited to,
confidential business information, technical or non-technical data, formulas,
patterns, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, lists of actual or
potential customers or suppliers) of or about a Party that: (a) derives
economic value, actual or potential,
13
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use; and (b) is the subject of efforts that are reasonable
under the circumstances to maintain irs secrecy. Each Party agrees to use
reasonable efforts to identify any information disclosed to the other as
Confidential Information or Trade Secrets; provided, however, that failure to
do so shall not eliminate or lessen the other Party's responsibilities or
obligations hereunder.
6.3 Non-Interference Covenant
(a) Developers agree that for a period of twelve (12) months after the end of
this Agreement, no Developer will (i) solicit any person or entity that was a
client or customer or actively sought prospective client or customer of
CompuCredit during the twelve months prior to the end of the Agreement (a
"CompuCredit Customer") for the purposes of providing the CompuCredit
Customer or having the CompuCredit Customer provided with services or
products substantially similar to those offered by CompuCredit to such
CompuCredit Customer, or (ii) solicit any employee, contractor or other
personnel of CompuCredit to terminate a contractual relationship with
CompuCredit or sever an affiliation with CompuCredit Credit in order
to affiliate with a CompuCredit Competitor.
(b) CompuCredit agrees that for a period of twelve (12) months after the end
of this Agreement, it will not (i) solicit any person or entity that was a
client or customer or actively sought prospective client or customer of
either Developer during the twelve months prior to the end of the Agreement
(a "Developer Customer") for the purposes of providing the Developer Customer
or having the Developer Customer provided with services or products
substantially similar to those offered by the Developer to such Developer
Customer, or (ii) solicit any employee, contractor or other personnel of
Developer to terminate a contractual relationship with Developer or to sever an
affiliation with Developer in order to affiliate with any CompuCredit Party.
7. Termination
7.1 Termination
(a) Except with respect to the Surviving Provisions (as described in
subsection (d) of this Section 7.1), this Agreement shall terminate on the
date three (3) years after the Effective Date ("Initial Term") unless either
the System Services or Ancillary Services are continued after such three (3)
year period pursuant to paragraphs (b) or (c) below in which case the
Agreement shall terminate upon the termination of the later of the
termination of the System Services and Ancillary Services. Notwithstanding
the foregoing, this Agreement shall terminate early upon the occurrence of
the following (with VSI and VSx being deemed a single Party for purposes of
(i) and (ii) below):
(i) in the event that the other Party materially breaches any of its
obligations under this Agreement in which case the Agreement shall terminate
upon thirty (30) business days written notice and a failure to cure such
breach during such thirty (30) business days;
14
(ii) in the event of a breach by the other Party of its obligations
under Section 1.4, 6.2, or 63, in which case the Agreement shall terminate
immediately upon notice to the other party; and
(iii) CompuCredit may terminate the Agreement for any reason by
providing Developers with at least ninety (90) days prior written notice;
provided, however, that CompuCredit shall not be entitled to a refund of any
monies paid hereunder in this case.
(b) After the Initial Term, CompuCredit may elect by written notice to
Developers to extend the System Development Period on a month-to-month basis
following the end of the Initial Term, during which extension periods
CompuCredit shall continue paying Developers monthly fees pursuant to EXHIBIT
C.
(c) After the Initial Term, the Ancillary Services shall continue from month
to month and CompuCredit shall continue paying Developers monthly fees
pursuant to EXHIBIT C, unless either the Developers or CompuCredit terminate
the Ancillary Services Period, with such termination shall be effective sixty
(60) days after delivery of written notice of such termination by the
terminating Party(ies) to the other Party(ies).
(d) Upon any termination of this Agreement, CompuCredit shall promptly return
all property of the Developers to the Developers, including but not limited
to any Confidential Information and Trade Secrets; and Developers shall
promptly return all such property of CompuCredit to CompuCredit. In addition,
VSI shall promptly deliver to CompuCredit all work in process relating to the
Switch Criteria.
(e) Notwithstanding anything to the contrary in this Agreement, the following
provisions of this Agreement shall survive the termination of this Agreement:
Sections 1.6 (other than 1.6(f); 1.8; 1.9; 2.4; 4.1; 5.1 (with survival to be
limited to a period of three years after termination of the Agreement); 5.3;
5.4; 6.7; and 8 and the Guaranty and Joinder of Xxxxxxxx set forth as
Attachment A.
8. Miscellaneous
8.1 Severability If any provision in this Agreement or any application of
those provisions is found invalid, illegal or unenforceable in any respect,
then the validity, legality and enforceability of the remaining provisions in
this Agreement and any other applications of such provisions and the
remaining provisions will not in any way be affected or impaired by such
invalidity, illegality or unenforceability.
8.2 Choice of Law, Interpretation The validity, construction, and enforcement
of this agreement, and the determination of the rights and duties of the
parties, will be governed by the laws of the State of Georgia (exclusive of
any choice of law or other provision that would result in the application of
the laws of any other jurisdiction).
15
8.3 Notices All notices and other communications required or permitted under
this Agreement will be in writing (including a facsimile) and will be deemed
given when either delivered personally, via facsimile, or five days after
being deposited in the United States mail, postage prepaid and addressed as
set forth in Section 2.1, or to such other address as each Party may
designate in writing to the address set forth on the signature page or any
succession address specified by such party to the other Parties in accordance
herewith.
8.4 Amendments and Waiver No amendment, change, or modification of this
Agreement or any of the terms, conditions or provisions hereof, and no waiver
of a right, remedy, privilege or power, or discharge of an obligation or
liability, conferred upon, vested in, or imposed upon any Party under or
pursuant to this Agreement, and no consent to any act or omission pertaining
hereto will be effective unless embodied in a written instrument signed by
both Parties. No failure to exercise and no delay in exercising any right,
remedy, privilege, or power under or pursuant to this Agreement will operate
as a waiver thereof, nor will any single or partial exercise of any right,
remedy, privilege, or power provided for under or pursuant to this Agreement
by either party hereto preclude or limit such party from any other or further
exercise thereof or from pursuing any other right, remedy, privilege, or
power available to this Agreement, at law, in equity or otherwise.
8.5 Relationship Between Parties The Parties acknowledge that Developers will
perform their obligations hereunder as independent contractors and not as
joint venturers or partners of in any other capacity inconsistent with an
independent contractor capacity. Developers' employees and agents, if any,
are not CompuCredit's employees or agents, and will have no authority to bind
CompuCredit by contract or otherwise. Nothing contained herein will be
construed as creating any agency, partnership, joint venture or other form of
joint enterprise among the Parties.
8.6 Assignment This Agreement may not be assigned, in whole or part, by any
Party without the prior written consent of the other Parties, and any
approved assignee must agree in writing to be bound by the terms of this
Agreement. Notwithstanding the foregoing, CompuCredit cannot unreasonably
withhold consent if VSI wishes to assign its rights under this Agreement to a
wholly-owned subsidiary of VSI in connection with a transfer of all property
(including all Intellectual Property) associated with the Switch to such
subsidiary assuming the subsidiary of VSI assumes all rights and obligations
of VSI hereunder.
8.7 Entire Agreement This Agreement, together with any and all Exhibits and
other attachments attached to or associated with this Agreement, including
but not limited to the Joinder and Guaranty of Xxxxxxxx attached hereto (each
of which is hereby incorporated by reference into the body of this
Agreement), constitutes the entire agreement among the Parties with respect
to the subject matter hereof, and supercedes any prior statement or writing
not a part of this Agreement or otherwise referenced in this Agreement, and
no Party will be bound by any prior or contemporaneous representation,
statement, promise, warranty, covenant, or agreement pertaining thereto
unless set forth or referred to in this Agreement.
16
8.8 Force Majeure. No Party shall be in default by reason of any failure in
performance, if such failure arises solely from causes beyond any reasonable
control of the Party (notwithstanding the Party's taking diligent steps to
avoid the forces causing the failure to perform and to mitigate the adverse
consequences to the other Party(ies) of such forces), including without
limitation acts of God, natural disasters, strikes, freight embargoes, a
failure of CompuCredit's computer systems (as to the Developers only) or
another Party's untimely, inaccurate or inadequate performance of its
obligations hereunder.
COMPUCREDIT, Corporation VISIONARY SYSTEMS INC.
By: /s/Xxxxx X. Xxxxx By: /s/Xxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Printed Name: Xxxxx X. Xxxxx Printed Name: Xxxxx X. Xxxxxxxx
------------------- -------------------
Its: President Its: President
---------------------------- ----------------------------
Title Title
VSx, Corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Printed Name: Xxxxx X. Xxxxxxxx
-------------------
Its: President
----------------------------
Title
17
ATTACHMENT A
JOINDER AND GUARANTY
The undersigned, Xxxxx X. Xxxxxxxx ("Xxxxxxxx"), hereby guarantees the
full and complete performance by each Developer of the Developer's
obligations under Sections 1.4, 2.4, 6.2, and 6.3(a) of this Agreement,
provided, however, that Xxxxxxxx shall only be responsible for the
Developer's material and intentional breach under Sections 1.4, 6.2; and
6.3(a) of the Agreement. Xxxxxxxx'x obligations hereunder shall be limited to
the total amount paid by CompuCredit to Developers under Section 4.2 of the
Agreement between CompuCredit Corporation; Visionary Systems, Inc. and VSx
Corporation dated the 23rd day of September, 1997 ("Agreement") less any
amounts received by CompuCredit from the Developers for such breach. This
Xxxxxx and Guaranty shall terminate upon the termination of all obligations
owed by Developers to CompuCredit under Sections 1.4, 6.2 and 6.3 of the
Agreement. Xxxxxxxx agrees that this Xxxxxx and Guaranty shall be
incorporated by reference into the Agreement.
/s/ Xxxxx X. Xxxxxxxx
---------------------------
XXXXX XXXXXXXX
APPENDIX A
DEFINED TERMS
Term Section
------ ---------
Acceptance Tests 3.1
Ancillary Services Period 1.2
Ancillary Services Background
Brain Background
Company Competitor 1.4
CompuCredit Preamble
CompuCredit Affiliate 1.6(c)
CompuCredit Customer 6.3
CompuCredit Parties 5.3(a)
Confidential Information 6.2(a)
Developer Affiliates 1.4
Developers Preamble
Xxxxxxxx Preamble
Effective Date Preamble
Final System Deliverable Acceptance Date 3.2
Final System Deliverable Acceptance 3.2
Initial Development Period 7.1
Intellectual Property 6.1
Licensed Technology 1.6(c)
Parties Preamble
Project Site 2.3
Purchase Option 1.8
Responsible Developer 3.1
Right of First Refusal 1.7
Services Background
Switch Background
System Background
System Deliverable 3.1
System Deliverable Period 1.1
System Services Background
Third Party IP Rights 5.3(a)
Trade Secrets 6.2(a)
VSI Preamble
VSx Preamble
Exhibit A
The Brain
-------------------------------------------------------------------------------
Refer to the following diagram when reviewing the functional descriptions
below:
[This chart places The Brain in the center and the following
boxes surrounding it: Web Interface Components: Response Web;
Data Warehouse 1; Analysts Workstation; and Data Warehouse 2.
These boxes are described in the text below.]
ResponseWeb
-------------------------------------------------------------------------------
The ResponseWeb is a custom developed intranet application used to
analyze characteristics of those consumers responding to a credit card
offer. The ResponseWeb data model contains attributes from each of the
following sources:
Pre-Screen Credit Bureau File
Solicitation file
Telemarketing Response Data
Mailing Response Data
TSYS Master File
FICO Triad Feed
Transaction Data
The ResponseWeb is primarily a reporting system used by managers and
analysts to provide input to the development of a response model. A
response model predicts the likelihood of response from any solicitation
prospect. By analyzing the information within the ResponseWeb database,
analysts can determine which if any attributes of the pre-screen file
are predictive of response. If attributes are found to be predictive a
model is developed to eliminate from future mailings candidates not
likely to respond, thereby reducing marketing costs. In addition
predictive attributes can be added to a criteria allowing for selection
of prospects who appear likely to respond.
As currently designed ResponseWeb does not generate an executable model
rather it's intention is to generate specifications from which an
executable model can be developed.
AccountWeb
The AccountWeb acts as the central repository of all master file
attributes in The Brain. Attributes come from the following sources:
Prospect Files
Pre-Screen Credit Bureau File
Solicitation file
Response Data
New Account File
Transaction data (VISA)
Master File Transaction Data
Demographic attributes (Polk and Xxxxxxxx)
Existing non-Portfolio rejects
The AccountWeb maintains a common data model all attributes are
normalized prior to import. This reduces duplicated and redundant data
and brings data integrity to the database.
In addition to being a central repository for portfolio information,
the AccountWeb will also be used to further enhance risk model
development activities as well as support effective marketing and
cross-selling of affinity programs.
Analysts Workstation
The Analysts Workstation provides the analyst access to the Data
Warehouse's through both custom developed applications (such as
ResponseWeb) as well as a set of client/server based
3
OLAP (On-Line Analytical Processing) tools such as SAS and MS Excel. Its
key role will be to facilitate the job of the model development staff.
The Loader within the Analysts Workstation will allow the model
development staff to download subsets of the Information Warehouse for
more efficient analysis efforts.
A groupware tool will also be available to the model development staff
through the Analysts Workstation. Collaboration is critical to successful
model building. This groupware tool will provide analysts an easy to use
interface to keep notes, track progress, and share results with each
other. As envisioned this tool will provide a history of all of the efforts
of the model development group becoming effectively a group journal.
Such a history reduces the risk of loss of intellectual property in the
event of the loss of key group resources.
FinancialWeb
___________________________________________________________________________
Accessible, detailed and up to date financial results are required by
card issuers to track the financial success of their portfolio. The
concept of the FinancialWeb is both to provide card issuers with this
information as well as to allow the credit grantors financial staff to
forecast success or failure of alternative pricing/expense allocation
strategies.
CollectionWeb
___________________________________________________________________________
The CollectionWeb is a custom developed intranet application used to
analyze the collectability of a set of accounts. The CollectionWeb data
model contains attributes from the operational collections system of the
credit grantor. Collection departments can be more efficient by pinpointing
characteristics of a portfolio customer which are indicative of their
likelihood to pay. Segmenting and rank ordering the populations by these
characteristics reduces effort and increases return for the department.
Data Warehouse 1
___________________________________________________________________________
The underlying database schema used to support analysis of existing
accounts and solicitation data. Data elements for this warehouse come from
a combination of those elements in the application Web's described above.
Data Warehouse 2
___________________________________________________________________________
The underlying database schema used to support any prospecting efforts.
Data elements for this warehouse come from a combination of those elements
in the application Web's described above.
4
DESCRIPTION OF GRAPHIC MATERIALS FOR EXHIBITS
---------------------------------------------
Exhibit B
---------
THE SWITCH
----------
The Switch is a tool used by credit grantors to provide them with
real-time access to credit information. VSI will maintain ownership to
all of the items shown in squares. Each customer maintains ownership of
the items represented by circles. Figure 1 below depicts the functional
components of the Switch as visualized today.
[The figure depicted on this page contains the following Functional
Component Labels of the Switch within squares: Other Source Access,
Credit Bureau Access, Input Request Processing, Application Manager,
Criteria Processing, Internal Database Access, External Database Access,
Response Formatting and Output Response Processing.
The following Functional Component Labels of the Switch are contained
within circles: Proprietary Criteria and Proprietary Model. These
components are described in the text below.]
5
INPUT REQUEST PROCESSING
--------------------------------------------------------------------------
All aspects of accepting a request from a customer are covered
here. This functionality accepts the message and/or reads an
input file, and formats it for processing throughout the rest of
the system.
APPLICATION MANAGER
--------------------------------------------------------------------------
This functionality controls the flow of the input request and
output response as they travel through the system.
OTHER SOURCE ACCESS
--------------------------------------------------------------------------
This functionality allows for on-line sources other than credit
bureaus to be accessed by the system.
CREDIT BUREAU ACCESS
--------------------------------------------------------------------------
This functionality manages all aspects of the interface to the
three major credit.
INTERNAL DATABASE ACCESS
--------------------------------------------------------------------------
Customers have the option of loading a database of information
for the switch to access during processing. This information is
often used to support custom criteria and custom modeling.
EXTERNAL DATABASE ACCESS
--------------------------------------------------------------------------
Customers also have the option of having the Switch read directly
from an existing database they maintain. This information is
often used to support custom criteria and custom modeling.
CRITERIA PROCESSING
--------------------------------------------------------------------------
This functionality supports the use of custom proprietary
criteria's developed for the customer to run on the Switch.
PROPRIETARY CRITERIA
--------------------------------------------------------------------------
This is the customers proprietary criteria. VSI will code this
criteria specifically for each customer as part of the setup
process. Ownership of this code rests with the customer.
PROPRIETARY MODEL
--------------------------------------------------------------------------
This is the customers proprietary custom model. VSI will code
this model specifically for each customer as part of the setup
process. Ownership of this code rests with the customer.
RESPONSE FORMATTING
--------------------------------------------------------------------------
This functionality formats the response for return to the source.
OUTPUT RESPONSE PROCESSING
--------------------------------------------------------------------------
This functionality sends the appropriate response to the source.
Often the response may need to be returned to more than one
location, via more than one mechanism (e.g. in addition to an-
6
immediate response from the system the customer may request a
tape of all transactions processed to be sent at a later time).
7
Exhibit C
---------
Rates
-------------------------------------------------------------------------------
Development Rates
-----------------
Employee Annual Salary Hrly. Rate to Charge Type of Employee
---------------------- -------------------- ----------------
20,000 $ 18.23 Junior
30,000 $ 27.34 Junior
40,000 $ 36.46 Junior
50,000 $ 45.57 Intermediate
60,000 $ 54.69 Intermediate
70,000 $ 63.80 Intermediate
80,000 $ 72.92 Intermediate
90,000 $ 82.03 Intermediate
100,000 $ 91.15 Senior
110,000 $100.26 Senior
120,000 $109.38 Senior
130,000 $118.49 Senior
140,000 $127.60 Senior
150,000 $136.72 Senior
Operations/Support Rates
------------------------
Employee Annual Salary Hrly. Rate to Charge Type of Employee
---------------------- -------------------- ----------------
20,000 $ 15.63 Junior
30,000 $ 23.44 Junior
40,000 $ 31.25 Junior
50,000 $ 39.06 Intermediate
60,000 $ 46.88 Intermediate
70,000 $ 54.69 Intermediate
80,000 $ 62.50 Intermediate
90,000 $ 70.31 Intermediate
100,000 $ 78.13 Senior
110,000 $ 85.94 Senior
120,000 $ 93.75 Senior
130,000 $101.56 Senior
140,000 $109.38 Senior
150,000 $117.19 Senior
