AGREEMENT
This Agreement ("Agreement") is made and entered into this 2nd
day of December, 1996 and effective December 1, 1996 ( the
"Effective Date"), by and among (a) Motor Club of America, a New
Jersey corporation ("Motor Club"), with its principal place of
business at 00 Xxxxx 00 Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, and (b)
Motor Club of America Enterprises, Inc., a Delaware corporation
("Enterprises"), with its principal place of business at 0000 Xxxx
Xxxxxxxx Xxxx., Xxxxxxxx Xxxx, Xxxxxxxx 00000.
W I T N E S S E T H :
WHEREAS, Motor Club and JVL Holding Properties, Inc., an
Oklahoma corporation (herein "JVL"), have, executed and delivered
that certain Stock Purchase Agreement dated November 27, 1996
("Stock Purchase Agreement"), under which JVL agreed to acquire all
of the issued and outstanding shares of Common Stock, par value
$1.00 per share, of Enterprises; and
WHEREAS, the Stock Purchase Agreement provides that Motor Club
and Enterprises will, simultaneously with the Closing thereunder,
execute and deliver this Agreement.
NOW THEREFORE, in consideration of the mutual promises and
undertakings contained herein and for other good and valuable
consideration, the receipt and the adequacy of which are hereby
acknowledged, Motor Club and Enterprises agree as follows:
1. Definitions.
"Affiliate": Shall mean any entity controlled by Motor
Club.
"Memberships": Affiliated Memberships, Non-Affiliated
Memberships and Stand- Alone Memberships are referred to herein
collectively as "Memberships".
"Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by an Affiliate of Motor Club.
"Non-Affiliated Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
by an Affiliate of Motor Club in connection with an automobile
insurance policy issued by a non-affiliate of Motor Club.
"Originated by Motor Club or an Affiliate of Motor Club":
Shall mean obtained from and after the Effective Date hereof
primarily as a result of the efforts of Motor Club or an Affiliate
of Motor Club, including, without limitation, any producer
appointed by Motor Club hereunder. A Membership shall be deemed
obtained "primarily as a result of the efforts of Motor Club or an
Affiliate of Motor Club" if (a) the Membership existed on the
execution and the delivery of this Agreement, (b) the application
for such Membership was produced after the execution and the
delivery of this Agreement by Motor Club, an Affiliate of Motor
Club or a Motor Club appointed producer unless, immediately prior
thereto, it had been a membership of Enterprises, or (c) if the
Membership is a renewal of an active Membership covered by (a) or
(b).
"Stand-Alone Memberships": Memberships (a) which are
issued by Enterprises and (b) which are Originated by Motor Club or
an Affiliate of Motor Club without an automobile insurance policy.
2. Duties of Motor Club. Motor Club shall perform the
following duties in connection with Memberships:
a. Marketing of Memberships. Motor Club may market the
Affiliated Memberships in New Jersey and such other jurisdictions
as Motor Club or an Affiliate markets automobile insurance policies
and may market Non-Affiliated Memberships and Stand-Alone
Memberships unless such marketing can not be conducted in any
jurisdiction under applicable laws and/or applicable regulations;
provided, however, nothing contained in this Section 2(a) shall be
deemed to authorize Motor Club to market a membership of any other
motor club in violation of Section 6. Motor Club shall conduct
such marketing in accordance with applicable laws and applicable
regulations and otherwise in good faith.
b. Processing of Affiliated Memberships. Motor Club
shall (i) process all applications for Affiliated Memberships; (ii)
provide to persons holding Affiliated Memberships (A) membership
cards which reflect their membership with Enterprises and (B) other
membership information of the type provided by Enterprises to new
members immediately prior to the closing of the transactions
contemplated by the Stock Purchase Agreement; (iii) provide
Enterprises on a daily basis in electronic form with data regarding
new, renewed and expired business to the extent such data is
available on Motor Club's information system; (iv) as soon as
practical forward to Enterprises any reports of claims from members
with Affiliated Memberships which happen to be made to Motor Club;
and (v) simultaneously with each payment by Motor Club to
Enterprises pursuant to Section 2(c), provide to Enterprises
written statements with respect to (A) the collected fees and the
reductions thereto and (B) written fees, which written statements
shall be in sufficient detail to permit Enterprises to verify the
amount of the payment.
c. Collection of Fees on Affiliated Memberships. Motor
Club shall collect from persons which hold Affiliated Memberships
all of the fees payable by such persons with respect to their
Affiliated Memberships. It is acknowledged that monies received
from Affiliated Memberships shall be pro rated between Membership
fees and insurance premiums based on collected revenues and based
on the relative amounts of such Membership fees and such insurance
premiums; provided, however, subject to Section 2(d), Motor Club
shall charge for memberships no less than the fees charged by
Enterprises for comparable Memberships.
d. Remittance of Fees on Affiliated Memberships. Motor
Club shall pay to Enterprises the fees collected by Motor Club
(subject to reduction as provided in this Section 2(d)), with
respect to each week no later than the Wednesday of the subsequent
week. Motor Club may reduce the fees payable with respect to any
week by (i) the commissions required to be paid and as actually
paid to producers who generated Affiliated Memberships, which
commissions shall not exceed an average of thirty seven percent
(37%) of the fees paid for Affiliated Memberships on agreements
with producers existing as of the Effective Date and which
commissions shall not exceed thirty percent (30%) of the fees paid
for Affiliated Memberships on agreements with producers entered
into after the Effective Date and without prior written consent of
Enterprises (which commissions Motor Club is specifically
authorized to pay from such fees) and (ii) the compensation payable
by Enterprises to Motor Club pursuant to Section 4. It is
acknowledged that Enterprises has no obligation to pay commissions
to producers on Non-Affiliated Memberships. With regard to Stand
Alone Memberships, except to the extent that Enterprises has a
contractual obligation to pay such commission, Enterprises has no
obligation to pay such commissions.
Motor Club shall have no other duties with respect to
Affiliated Memberships and shall not have any duties with respect
to Non-Affiliated Memberships or Stand-Alone Memberships.
e. Forms. Motor Club shall provide all administrative
and promotional forms necessary for Motor Club to perform its
duties in connection with the Affiliated Memberships, including,
without limitation, Membership Service Contracts, fulfillment kits,
and brochures; provided, however, Motor Club shall only use forms
approved in advance by Enterprises and the forms used by
Enterprises immediately prior to the execution and the delivery of
this Agreement shall be deemed to have been approved by Enterprises
until such time as Enterprises advises Motor Club, in writing, of
changes thereto.
f. Computer Software and Training. Motor Club shall
provide to Enterprises copies of all of the proprietary software
owned by Motor Club (other than the software to process the
Affiliated Memberships) for use in the operations of Enterprises.
However, Motor Club shall provide data to Enterprises as reasonably
required by Enterprises related to the Affiliated Memberships;
provided, however, no data other than that which is currently
being maintained by Motor Club shall be provided.
Motor Club has advised Enterprises of the hardware
requirements and the software requirements which Motor Club
believes Enterprises must satisfy in connection with the computer
services, which advice is reflected in written form on Exhibit "A"
Such advice is only the opinion of Motor Club and there is no
assurance that, if Enterprises follows such advice, Enterprises
will be able to use successfully the computer services.
If requested by Enterprises, Motor Club shall provide up
to 120 hours of its computer personnel time to provide assistance
to Enterprises in connection with such computer services. No more
than 80 of such 120 hours shall be provided at the office of
Enterprises in Oklahoma City, Oklahoma for a period mutually
scheduled by Enterprises and Motor Club. In addition such
personnel shall be available for telephone consultation as
reasonably requested by Enterprises. Enterprises shall reimburse
Motor Club for such personnel at a rate of $45.00 for any time in
excess of the referenced hours and shall pay all of the reasonable
expenses, including, without limitation, automobile rental, food,
lodging and travel, incurred by such personnel. It is expressly
acknowledged that some aspects of the computer services may be
beyond the knowledge of such personnel and Enterprises may need to
retain outside consultants with respect to those aspects.
The hardware and the software provided by Motor Club are
being provided on an "as-is" basis except for warranty of title
made below. MOTOR CLUB DISCLAIMS ALL REPRESENTATIONS AND ALL
WARRANTIES OF EVERY KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR
WARRANTY OF TITLE WITH RESPECT TO THE HARDWARE AND THE SOFTWARE
MADE HEREIN , INCLUDING, WITHOUT LIMITATION, ALL REPRESENTATIONS
AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND/OR
MERCHANTABILITY. MOTOR CLUB WARRANTS THAT IT HAS TITLE TO THE
HARDWARE AND SOFTWARE FREE AND CLEAR OF ANY LIENS, CLAIMS OR
ENCUMBRANCES.
Motor Club shall not have any liability of any kind
whatsoever to Enterprises with respect to the hardware and the
software except for warranty of title.
g. Garage Service. Motor Club shall use its best
efforts to maintain relationships which Motor Club and/or
Enterprises had prior to the Effective Date with garage keepers and
wrecker service companies in New Jersey for the benefit of
Enterprises; provided, however, the obligation of Motor Club to use
its best efforts shall not require Motor Club to make any cash
payments.
h. Mapping Services. Motor Club shall use its best
efforts to maintain the relationship which Motor Club and/or
Enterprises had prior to the Effective Date with the person or
entity providing Mapping Services; provided, however, the
obligation of Motor Club to use its best efforts shall not require
Motor Club to make any cash payments.
i. 1-800 Numbers. Motor Club shall use its best
efforts to maintain the 1-800 telephone numbers and services which
Motor Club and/or Enterprises had prior to the Effective Date;
provided, however, the obligation of Motor Club to use its best
efforts shall not require Motor Club to make any cash payments.
j. American Bankers. Motor Club shall use its best
efforts to maintain the relationships which Enterprises had with
American Bankers for bonding and insurance services prior to
Effective Date; provided, however, the obligation of Motor Club to
use its best efforts shall not require Motor Club to make any cash
payments.
k. Compliance with Procedures. In performing its
duties hereunder, Motor Club shall market Memberships only on the
forms expressly approved by Enterprises and only in accordance with
the terms and the conditions established by Enterprises, including,
without limitation, the rates promulgated by Enterprises. Except as
may be required for compliance with laws or regulations, at least
sixty (60) days prior to making any change in any such form or in
any such terms or any such conditions, Enterprises shall notify
Motor Club of any proposed change. Motor Club shall assist
Enterprises as reasonably requested by Enterprises in processing
Non- Affiliated and Stand- Alone Memberships.
3. Duties of Enterprises. Enterprises shall perform the
following actions in connection with the sale of Memberships:
a. Servicing of Memberships. Enterprises shall take
the actions necessary to service the Memberships other than the
actions which are expressly required by Section 2 to be taken by
Motor Club.
b. Advice and Assistance. Enterprises shall provide to
Motor Club sales promotional advice and assistance with respect to
Affiliated Memberships.
c. Regulatory Matters. Enterprises shall undertake any
and all filings of insurance contracts, surety bonds and guaranteed
arrest bonds, and certificates therefor, which, in Enterprises'
reasonable opinion, are necessary to perform any of the services
required to be provided to members and otherwise comply with all
applicable laws and regulations with respect to the Memberships.
d. Use of Name. The words "Motor Club of America" used
together in this sequence are a valuable asset of Motor Club,
which Motor Club has developed through the investment of
substantial expense and substantial time. Enterprises is
authorized to use the words "Motor Club of America" in its
corporate name forever and to forever use the current corporate
name, Motor Club of America Enterprises, Inc. While Enterprises
shall always have the right to its corporate name, Enterprises
intends to operate its business under a trade name which includes
the words "Motor Club", but which does not include the words "of
America." Other than use in its corporate name, Enterprises shall
not operate its business under the trade name or "d/b/a" which
includes the words used together in this sequence "Motor Club of
America" except (a) during a transition period expiring on one year
from the Effective Date or (b) in New Jersey to the extent that
such business is the business operated in the State of New Jersey
by Motor Club. It is agreed that, during the transition period,
Enterprises may continue to use forms which contain a servicemark
or a trademark with the words "Motor Club of America." This
subparagraph d of paragraph 3 shall survive termination of the
Agreement.
4. Compensation of Motor Club. As its exclusive
compensation hereunder and as consideration for the non-compete
provision herein, Motor Club shall receive (a) an amount equal to
twelve and one-half percent (12.5%) of the gross collected revenues
from all Affiliated Memberships ("Affiliated Membership
Compensation"), (b) an amount equal to Seven and one-half percent
(7.5%) of the gross collected revenues less returns of unearned
membership fees from all Non-Affiliated Memberships
("Non-Affiliated Membership Compensation") and (c) an amount equal
to Seven and one-half percent (7.5%) of the gross collected
revenues less returns of unearned membership fees revenues from all
Stand-Alone Memberships ("Stand-Alone Membership Compensation").
Motor Club shall deduct the Affiliated Membership Compensation
which Motor Club is entitled to receive with respect to each week
from the payment which Motor Club is required to make to
Enterprises pursuant to Section 2(d) with respect to such calendar
month.
Enterprises shall pay to Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
which Motor Club is entitled to receive with respect to each
calendar month no later than the 15th day of the following calendar
month based on collected revenue collected revenues less returns of
unearned membership fees. Simultaneously with such payment,
Enterprises shall provide to Motor Club a written statement which
sets forth the basis on which the Non-Affiliated Membership
Compensation and the Stand-Alone Membership Compensation was
calculated for such calendar month, which written statement shall
be in sufficient detail to permit Motor Club to verify the
calculation of the Non-Affiliated Membership Compensation and the
Stand-Alone Membership Compensation.
In order to verify the accuracy of payments from Enterprises
to Motor Club, Motor Club, at its own expense, shall have the right
to have an independent auditor audit such books and records of
Enterprises that relate to the Memberships. If any such audit
reveals a variance in excess of five percent (5%) of the amount
owed to Motor Club and the amount paid to Motor Club, Enterprises
shall reimburse Motor Club for the cost of such audit in addition
to remitting the amounts owed but previously unaccounted for.
Should Enterprises fail to pay Motor Club the Non-Affiliated
Membership Compensation and the Stand-Alone Membership Compensation
on a timely basis, after notice to Enterprises and a five (5) day
period for Enterprises to cure, Motor Club shall deduct from
subsequent payments which Motor Club is required to make to
Enterprises pursuant to Section 2(d) an amount equal to Motor
Club's best estimate of the amount which Enterprises failed to pay,
which amount shall be based upon an average of such compensation
for the previous three (3) months applied to the applicable period
that Motor Club was not paid on a timely basis, in addition to the
deduction of Affiliated Membership Compensation referred to above.
5. Compliance with Applicable Laws and Regulations. Motor
Club and Enterprises shall comply with (a) all applicable laws and
all applicable regulations in connection with the performance of
its duties hereunder, (b) its respective contractual obligations,
if any, to members of Enterprises and (c) generally accepted
standards in the motor club industry.
6. Covenant Not To Compete. Motor Club agrees for a period
of five (5) years from and after the Effective Date or the term of
this Agreement, whichever is longer, except as specifically
provided in this Agreement, that neither Motor Club, nor the
successors, assigns, subsidiaries or affiliates of Motor Club
whether directly or indirectly, as an owner, partner, agent,
shareholder, or otherwise, shall establish, engage in or in any
other way become interested in, nor directly or indirectly own,
manage, operate or control or participate in the ownership,
management, operation or control of, or be connected in any manner
with any entity whatsoever involved in the selling, marketing,
servicing or otherwise of motor club memberships or products in the
states in which Motor Club and/or Enterprises were operating prior
to the Effective Date. Further, all such entities during such
term, shall market motor club memberships exclusively for
Enterprises (to the extent that they market any of such
memberships). If any of the provisions of this section shall be
deemed to exceed any time, geographic or occupational limitations
permitted by applicable law, then the provisions of this section
shall be reformed to the maximum time, geographic or occupational
limitations permitted by applicable law. This paragraph shall
survive termination of this Agreement (other than a termination by
Motor Club based on a material breach by Enterprises).
7. Independent Contractor Relationship. This Agreement is
intended to create an independent contractor relationship and is
not intended to create any other type of relationship. Nothing
contained herein shall create any type of relationship other than
an independent contractor relationship.
8. Ownership of Records. Each of Motor Club and Enterprises
shall keep and maintain reasonably detailed records with respect to
its business hereunder and shall own all of the records kept and
maintained by it in connection with such business. Each of Motor
Club and Enterprises shall permit the other parties to have
reasonable access to the records kept and maintained by it and
relating to the Memberships during normal business hours upon
reasonable notice by the party which desires such access.
9. Periodic Meetings. Motor Club and Enterprises shall
cause their respective top level executives to meet every six
months to discuss all phases pertaining to the sale of Memberships
hereunder.
10. Producers. Motor Club may appoint producers hereunder
for the purpose of marketing Affiliated Memberships and Stand-Alone
Memberships in accordance with this Agreement. 11. Additional
Membership Generation. Motor Club may, at any time and from time
to time, present to Enterprises opportunities for the generation of
additional Memberships in Enterprises. To the extent that Motor
Club presents any such opportunity to Enterprises and Enterprises
decides to pursue such opportunity, Motor Club and Enterprises
shall execute an addendum to this Agreement which sets the terms
and conditions of any payment by Enterprise to Motor Club related
to such opportunity.
12. Term. This Agreement shall commence on the the
Effective Date and shall continue until terminated as provided
herein.
13. Termination. Motor Club may terminate this Agreement
upon any material breach of this Agreement by Enterprises and
Enterprises may terminate this Agreement upon any material breach
by Motor Club in each case as provided in this Section 13.
The party entitled to terminate this Agreement ("Terminating
Party") shall notify the other party of the material breach which
entitles such party to terminate this Agreement, describing the
material breach in reasonable detail. Unless the breaching party
cures such material breach within thirty (30) days after such
notice is given and received, the Terminating Party may terminate
this Agreement effective as of a date not less than thirty (30)
days after such notice of termination is given and received.
Either Enterprises or Motor Club may terminate this Agreement,
regardless of whether there has been a material breach by the other
party, at any time after the expiration of ten (10) years from the
Effective Date. Such termination shall be effective as of a date
not less than one hundred and twenty (120) days after the
terminating party gives written notice of such termination to the
other party.
14. Effect of Termination. The termination of this Agreement
pursuant to Section 13 shall not affect the rights and the duties
of the parties with respect to the period prior to the effective
date of such termination. In particular, and without limiting the
generality of the foregoing sentence, Motor Club shall make all of
the payments which Motor Club is required to make to Enterprises
with respect to the period prior to such effective date and
Enterprises shall pay the compensation to Motor Club all of the
compensation which Enterprises is required to pay Motor Club with
respect to the period prior to such effective date.
15. Indemnification. Motor Club shall indemnify and hold
harmless Enterprises from any cost, damage, expense, liability or
loss (including, without limitation, reasonable attorneys' fees and
expenses) which it may incur or sustain directly or indirectly due
to, or arising out of, any violation by Motor Club of this
Agreement.
Enterprises shall indemnify and hold harmless Motor Club from
any cost, damage, expense, liability or loss (including, without
limitation, reasonable attorneys' fees and expenses) which it may
incur or sustain directly or indirectly due to, or arising out of,
any violation by Enterprises of this Agreement. The provisions of
this paragraph shall survive termination of this Agreement.
16. Arbitration. The parties shall attempt to resolve all
disagreements and disputes which may arise hereunder by mutual
discussion. If a party determines that a disagreement or a dispute
cannot be resolved by mutual discussion, as a condition precedent
to any right of action hereunder, the party shall so notify the
other party and such disagreement or such dispute shall be
submitted to arbitration, one arbitrator to be chosen by Motor Club
and one arbitrator to be chosen Enterprises within fifteen (15)
days from the date notice of such determination is given and
received. If either of such arbitrators are not chosen within such
15 day period, upon request of Motor Club or Enterprises,
arbitrators shall be selected by a judge . The two arbitrators so
designated shall first select a competent disinterested third
arbitrator, and failing within 15 days from the date of the
appointment of the second arbitrator to agree on such third
arbitrator, upon request of Motor Club or Enterprises, the third
arbitrator shall be selected by a judge . The determination of any
two arbitrators shall be final and binding upon both parties. Such
determination shall be made within forty-five (45) days from the
appointment of the third arbitrator unless, for good cause stated
by the arbitrators, a decision cannot be rendered in such time
frame, in which event a decision shall be rendered as expediently
as possible. Each party shall bear the expense of its own
arbitrator and shall jointly and equally bear with the other,
expenses of the third arbitrator and the arbitration. Provided,
however, notwithstanding the foregoing, the party prevailing shall
be entitled, in addition to such other relief as maybe granted, to
a reasonable sum for its attorneys fees, costs and all expenses
related thereto. Discovery depositions shall not be taken in the
arbitration proceedings.
17. Assignment. Neither Motor Club nor Enterprises may
assign this Agreement without the prior written consent of the
other parties. Any assignment in violation of this Agreement shall
be null and void.
18. Binding Effect. This Agreement shall be binding upon,
and inure to the benefit of, each of Motor Club and Enterprises and
their respective successors and assigns (to the extent such
assignment is made in accordance with this Agreement).
19. Communications. All notices and other communications
permitted or required hereunder shall be in writing and shall be
deemed given and received (a) upon personal delivery to the person
to which such notice or other communication is addressed, (b) three
days after such notice or other communication is deposited in the
United States mail, postage prepaid, to the person to which such
notice or such communication is addressed at the address set forth
below.
20. Force Majeure. Neither Enterprises nor Motor Club shall
be liable for its delay in performing or its failure to perform its
obligations due to causes beyond its control.
21. Severability. Each provision of this Agreement is
intended to be severable and, to the extent that any provision is
determined by a court of competent jurisdiction to be invalid or
unenforceable for any reason, (a) such invalidity or such
unenforceability shall not affect the validity or the
enforceability of any other provision and (b) the provision which
would otherwise be invalid or unenforceable shall be deemed amended
to apply to the broadest extent that such provision would be valid
and enforceable under applicable law.
IN WITNESS WHEREOF, Motor Club and Enterprises have caused
this Agreement to be executed by their duly authorized officers and
their corporate seals affixed the day and year first above
mentioned.
Attest: Motor Club of America
____________________________ By:
____________________________________
Secretary Xxxxxxx X. Xxxxxxx,
President
STATE OF __________ )
) ss.
COUNTY OF _________ )
Subscribed and sworn to before me this day of
, 19 .
My Commission Expires:
___________________________________
____________________ Notary Public
(Seal)
Attest: Motor Club of America
Enterprises, Inc.
_________________________ By:
____________________________________
Secretary Xxxxxx Coffee, President
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Subscribed and sworn to before me this ________day of
____________________, 19______.
My Commission Expires:
____________________________________
____________________ Notary Public
(Seal)
Exhibit A
Enterprises Hardware and Personnel requirements:
(1) IBM AS/400 computer with at least 2-3 Gigabytes of on-line
DASD;
(2) the person(s) maintaining the systems should have experience
with AS/400 COBOL Screen Display;
(3) the person(s) maintaining the systems should also be familiar
with CICS COBOL programming; and
(4) Xerox Laser Printer.
Services which may be provided by Motor Club to Enterprises:
In Paramus (not to exceed 40 hours):
(1) reprogramming as necessary the change of address;
(2) development of electronic interface. It is acknowledged that
the system software being sold hereunder processes Stand-Alone
Memberships and Non-Affiliated Memberships only and cannot update
the data files of Stand-Alone Memberships with the data pertaining
to Affiliated Memberships, which data will be given to Enterprises
by Seller by way of the electronic interface. Enterprises will be
solely responsible for developing such update capability should it
desire same.
In Oklahoma (not to exceed 80 hours)
(1) systems training;
(2) user training;
(3) software installation;
(4) software testing.
Enterprises Hardware and Personnel requirements:
(1) IBM AS/400 computer with at least 2-3 Gigabytes of on-line
DASD;
(2) the person(s) maintaining the systems should have experience
with AS/400 COBOL Screen Display;
(3) the person(s) maintaining the systems should also be familiar
with CICS COBOL programming; and
(4) Xerox Laser Printer.
Services which may be provided by Motor Club of Enterprises:
In Paramus (not to exceed 40 hours):
(1) reprogramming as necessary the change of address;
(2) development of electronic interface. It is acknowledged that
the system software being sold hereunder processes Stand-Alone
Memberships and Non-Affiliated Memberships only and cannot update
the data files of Stand-Alone Memberships with the data pertaining
to Affiliated Memberships, which data will be given to Enterprises
by Seller by way of the electronic interface. Enterprises will be
solely responsible for developing such update capability should it
desire same.
In Oklahoma (not to exceed 80 hours)
(1) systems training;
(2) user training;
(3) software installation;
(4) software testing.
