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EXHIBIT 10.44
SOFTWARE LICENSE & SUPPORT SERVICES AGREEMENT
This AGREEMENT is made this 29th day of October, 1997 ("the Effective Date") by
and between:
COVER-ALL SYSTEMS, INC. ("CSI")
with offices at: 00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxx Xxxxxx 00000
and: INSPIRE INSURANCE SOLUTIONS, INC. ("INSPIRE")
with offices at: 000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
WHEREAS, CSI has developed and owns all rights in, and/or has the
right to license, that certain suite of computer software programs known as and
marketed under the name "Cover-All Classic" Series software programs
(hereinafter defined as the "Licensed Program(s)") which software programs
provide business solutions for use by the insurance industry; and
WHEREAS, Inspire is desirous of marketing the Licensed Programs under
its own "private label" as part of the PC based total solution package product
line which Inspire intends to market directly to end user customers; and
WHEREAS, CSI has agreed to grant Inspire certain licensing rights with
respect to the Licensed Programs and provide Inspire with certain software
support services for the consideration hereinafter stated, and subject to and
in accordance with the terms and conditions hereinafter appearing;
NOW THEREFORE in consideration of the premises and mutual
representations, warranties and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 "DESIGNATED EQUIPMENT" shall mean the equipment configuration
specified in Schedule A to this Agreement including future
additions thereto, as designated in writing by CSI to Inspire,
which equipment configuration(s) has been designated by CSI as
being suitable for the operation of the Licensed Programs.
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1.2 "DERIVATIVE WORK(S)" means any program developed by Inspire,
which is based in whole or in part upon any or all of the
Shell and/or Licensed Programs or any part or portion thereof,
in order to create production level software for use by End
Users.
1.3 "DOCUMENTATION" means all technical and user documentation
(including application description manuals, "ADMs") produced
by CSI in respect of the Shell, the Licensed Programs and any
Update thereto.
1.4 "END USER(S)" means a customer of Inspire.
1.5 "END USER AGREEMENT" means the form of software license
agreement to be entered into by and between Inspire and an End
User with respect to the licensing by Inspire to such End User
of Private Label Licensed Program(s).
1.6 "INFORMATION" means any information (other than the Shell, the
Licensed Programs, Private Label Licensed Programs,
Documentation and Private Label Documentation) including, but
not limited to, specifications, documentation, software
programs, software listings, designs, drawings, data and any
other information, of whatsoever kind whether in machine
readable or visually readable form which is proprietary and/or
confidential to CSI or Inspire.
1.7 "INSPIRE MODIFICATION(S)" shall mean: (1) the source code or
object code version (unless otherwise expressly stipulated by
the language of this Agreement) of the Shell and/or a Licensed
Program(s) which has been modified, adapted, customized or
supplemented by or on behalf of Inspire.
1.8 "LICENSED PROGRAM(S)" shall mean each "Cover-All Classic"
Series software program (excluding the PAR Development Tools
and Shell) as listed in the now current and any future version
of CSI's price book. A copy of the current CSI price book
(excluding confidential information) is attached hereto as
Exhibit B. The term "Licensed Program(s)" shall specifically
include documentation and related materials pertinent to such
program and any Updates and corrections thereto hereinafter
furnished to Inspire by CSI pursuant to the provisions of this
Agreement.
1.9 "OBJECT FORM" shall mean any machine translated version of the
Source Form suitable for execution by computer equipment or
any intermediate form derived from Source Form which can be
made executable by computer equipment (or which can be
embedded in firmware).
1.10 "PAR DEVELOPMENT TOOLS" means that suite of software tools, to
be furnished in both Source Form and Object Form, which
facilitates the generation of modifications and customizations
to the Licensed Programs. The term "PAR Development Tools"
shall specifically include (1) documentation and related
materials pertinent to such tools and any "Updates" and
corrections thereto
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hereinafter furnished to Inspire by CSI pursuant to the
provisions of this Agreement.
1.11 "PRIVATE LABEL" means the xxxx or trademark under which
Inspire markets the Shell, Licensed Programs, Inspire
Modifications and Derivative Works to End Users.
1.12 "PRIVATE LABEL DOCUMENTATION" means Documentation which is
marketed and sublicensed by Inspire under its Private Label in
accordance with the provisions of Section 10 of this
Agreement.
1.13 "PRIVATE LABEL LICENSED PROGRAM" means collectively (1) the
Shell and any Licensed Program, to include Inspire
Modifications to the Shell and/or any such Licensed Program,
and (2) any. Derivative Work(s), which are marketed and
sublicensed by Inspire under its Private Label as authorized
by and in accordance with the provisions of this Agreement.
1.14 "SHELL" means the software program which serves as the
application platform for the running and execution of the
Licensed Programs. The term "Shell" shall specifically include
(1) documentation and related materials pertinent to such
program and (2) any "Updates" and corrections thereto
hereinafter furnished to Inspire by CSI pursuant to the
provisions of this Agreement.
1.15 "SOURCE FORM" means the unaltered source code version of any
Licensed Program(s), the Shell or PAR Development Tools in
human or machine readable form on the media and in the
language as delivered by CSI to Inspire, or any translation or
modification of such Licensed Program(s), the Shell or PAR
Development Tools which substantially preserves its original
identity and which is capable of being compiled by Inspire to
create an Object Form of the corresponding Licensed Program,
the Shell or PAR Development Tools.
1.16 "TERRITORY" means the United States of America, Canada,
Mexico, Puerto Rico, Brazil, Argentina, Venezuela, Uruguay,
Chile and Colombia. Additional countries may be added to the
territory by mutual agreement of CSI and Inspire.
1.17 "UPDATE" means collectively (1) an error correction, change or
improvement made to an existing item of functionality of the
Licensed Program(s), the Shell or PAR Development Tools and
which is made available as a general release to CSI customers,
and (2) a software release issued from time to time by CSI to
reflect an ordinary and customary published change and/or
addition to those ISO (Insurance Services Organization) and/or
NCCI (National Council of Compensation Insurance) rules which
CSI is obligated to provide as a component of any item of a
Licensed Program. Any such ISO/NCCI update will be based upon
CSI's standard interpretation of ISO/NCCI rule changes.
ISO/NCCI updates also include (1) for the State of Texas only,
any rule, rate or form change issued by
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the Texas Department of Insurance with respect to property or
commercial automobile insurance and (2) for the States of
Texas, Pennsylvania, Michigan and Delaware, any rule, rate or
form change issued by the State Workers' Compensation Bureau
for any such state.
2. LICENSE GRANT
2.1 USE OF SOURCE FORM AND PAR DEVELOPMENT TOOLS
CSI hereby grants to Inspire a personal, non-exclusive,
non-transferable, right and license to use the Source Form of
each of the Licensed Program(s), the Shell, and the PAR
Development Tools, in order to:
[i] modify and adapt the Licensed Programs or Shell
to meet the requirements of Inspire End Users; and
[ii] compile Object Form versions of the Private
Label Licensed Programs; and
[iii] effect error correction and associated software
maintenance services in respect of the Licensed
Programs, the Shell, the PAR Development Tools and
Private Label Licensed Programs; and
[iv] create a Derivative Work which is based in whole
or in part upon any or all of the Shell and/or the
Licensed Programs
2.2 USE OF OBJECT FORM
[i] CSI hereby grants Inspire a personal, non-exclusive,
non-transferable, right and license to use, market, distribute
and copy (in accordance with the provisions of Section 10 of
this Agreement) the Object Form version of the Shell and any
Licensed Program solely in connection with the marketing and
support of the Private Label Licensed Programs;
[ii] CSI hereby grants to Inspire a personal, non-exclusive,
non-transferable, right and license to use (subject to payment
of the license fee described below) the Object Form version of
the Shell, and any Licensed Program for the purpose of
providing " TPA Services- (third party administration
services) to new customers of Inspire. Inspire agrees not to
market or provide such TPA Services to existing customers
and/or prospects of CSI as more particularly described in
Section 25 below. The license fee to be charged and the method
of calculation thereof for use of the Shell and any Licensed
Programs (used to provide such TPA Services) shall be mutually
agreed upon by CSI and Inspire (on a price and payment
schedule basis which is consistent with, the pricing and
payment schedule of Inspire's TPA Services) prior to the date
upon which Inspire first
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commences to provide such TPA Services. Once reached, such
mutual agreement shall be set forth in writing and attached to
this Agreement as Exhibit C.
2.3 RIGHT TO SUB-LICENSE OBJECT FORM
[i] CSI grants to Inspire the non-exclusive, personal,
non-transferable, right to sub-license the Object Form of the
Shell, any Licensed Program, any Inspire Modification and any
Derivative Work under Inspire's Private Label, to End Users
located within the Territory, for use by such End User solely
in connection with such End Users' internal business purposes.
Such sublicense shall be granted to the End Users as a non
exclusive, personal, non transferable license and Inspire may
grant a sublicense term for a fixed number of years or a
perpetual term;
[ii] The grant of any sublicense as contemplated by Sections
2.4[i] above is conditioned upon each End User entering into
an End User Agreement with Inspire, which agreement contains,
amongst other things, terms for the protection and
safeguarding of the sublicensed software, which terms are set
forth in Schedule B to this Agreement.
3. TERM
This Agreement shall commence on the Effective Date and shall continue
thereafter in full force and effect for a term of sixty (60) months (the
"Initial Term") unless sooner terminated in accordance with the provisions of
Section 26 hereof. Termination of this Agreement shall not affect the validity
of: (1) any sublicense granted pursuant to the provisions of Section 2.3 above
or (2) except in the event of termination by CSI for breach of this Agreement
by Inspire, the license in Section 2.2[H] above as to customers of Inspire
receiving TPA services at the time of termination, provided that Inspire
continues to make payments required under Section 2.2(ii) and is and remains
compliant with its obligations under this Agreement to protect and safeguard
CSI intellectual property. In the event that Inspire wishes to extend the term
of this Agreement, it shall give CSI not less than ninety (90) days written
notice thereof prior to the expiration date of the Initial Term. CSI and
Inspire shall negotiate the following terms of such extension term (the
"Extension Term") in good faith and mutually agree upon the same prior to the
expiration date of the Initial Term: (1) duration of, extension term, (2)
Support Services annual fee, and (3) the amount of the "new customer" royalty
(as such royalty is more particularly described in Section 18 below). No
license fee shall be payable by Inspire during the extension term. Except for
the foregoing terms to be agreed upon by the parties, all other terms and
conditions of this Agreement shall remain unmodified and shall continue in full
force and effect throughout the Extension Term.
4. DELIVERABLES
4.1 SOURCE FORM PROGRAMS. CSI will deliver to Inspire one copy of
the Source Form of the Shell, PAR Development Tools and each
Licensed Program.
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4.2 OBJECT FORM PROGRAMS. CSI will deliver to Inspire, three (3)
copies of the Object Form of the Shell, PAR Development Tools
and each Licensed Program.
4.3 DOCUMENTATION. With each Object Form copy of the Shell, PAR
Development Tools and Licensed Program(s), CSI will deliver to
Inspire one (1) set of Documentation. Such documentation shall
be in printed and machine readable form. Inspire acknowledges
and agrees that it shall be responsible for the creation of
all end user and operator documentation with respect to
Private Label Licensed Programs and Inspire Modifications.
4.4 MEDIA. The Media used for delivery of machine readable copies
of the Licensed Programs, Shell and PAR Development Tools
shall be: CD ROM or 3 1/2" Diskette. The format for delivery
of the machine readable source code listings and Documentation
shall be: Word for Windows 6.0 Format.
4.5 DELIVERY. CSI will effect delivery CIF, to the address for
Inspire set forth at page one of this Agreement, within ten
(10) days of the date of this Agreement. CSI will bear all
risk of loss up to the time of delivery to Inspire.
5. TITLE
5.1 CSI warrants that:
[i] it is the owner of and/or licensor of the Shell,
the Licensed Programs and the PAR Development Tools;
[ii] the Shell, the Licensed Programs and the PAR
Development Tools are not in the public domain;
[iii] CSI has the full right and authority to grant
to Inspire the license rights set forth in Section 2
of this Agreement.
5.2 Inspire acknowledges and agrees that title in and to the
Shell, the Licensed Programs the PAR Development Tools,
Private Label Licensed Programs (with the exception of any
Inspire Modifications and/or Derivative Works, which are the
property of Inspire), Documentation and Private Label
Documentation (with the exception of any Inspire Modifications
and/or Derivative Works, which are the property of Inspire)
relating to the Private Label Licensed Programs shall remain
solely in CSI. Except as is expressly provided for by Section
2 and Section 5.3 of this Agreement, Inspire shall have no
rights or interest of whatsoever kind, implied or otherwise in
or with respect to the Shell, the PAR Development Tools,
Licensed Programs, Private Label Licensed Programs (with the
exception of any Inspire Modifications and/or Derivative
Works, which are the property of
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Inspire), Documentation and Private Label Documentation (with
the exception of any Inspire Modifications and/or Derivative
Works, which are the property of Inspire) relating to the
Private Label Licensed Programs.
CSI acknowledges and agrees that title in and to any and all
Inspire Modifications and Derivative Works is vested in and
shall remain solely and exclusively with Inspire. CSI further
acknowledges and agrees that it shall acquire no rights
whatsoever in or to such Inspire Modifications and/or
Derivative Works except as is expressly provided for by the
provisions of Section 5.3 below.
5.3 Inspire agrees to grant to CSI a non-exclusive,
non-transferable, perpetual, right and license to use and
sublicense (pursuant to terms and conditions to be negotiated
in good faith and mutually agreed upon by the parties, which
terms and conditions shall be substantially similar to the
terms and conditions of this Agreement, except for the royalty
payments which shall be agreed upon as set forth below) any
Inspire Modification and/or Derivative Work. CSI shall pay
Inspire a royalty, in amount to be mutually agreed upon by CSI
and Inspire, with respect to each copy of an Inspire
Modification and/or Derivative Work which is sublicensed by
CSI to an end user customer.
6. LICENSE FEES
In consideration of the rights granted to Inspire, pursuant to Section
2 of this Agreement, Inspire hereby agrees to pay CSI a license fee of
One Million Five Hundred Thousand ($1,500,000) Dollars payable by
Inspire to CSI in accordance with the provisions of Section 17 below.
7. TRAINING
CSI will provide, at no charge to Inspire (at a location and upon a
date to be mutually agreed upon by CSI and Inspire within thirty [30]
days of the date of this Agreement) a training course of six (6) weeks
in duration for up to six (6) Inspire personnel. Such training course
shall cover Licensed Programs system overview, file structure, program
overview, menu and set-up, header and transactions, printing,
utilities and accounting, PAR Development Tools, table creation,
rating, source code compilation and Object Form software maintenance
and such other topics as are mutually agreed upon by CSI and Inspire.
Inspire shall be responsible for all travel and subsistence expenses
incurred by its personnel in connection with their attendance at such
training courses, and for all travel and subsistence expenses incurred
by CSI instructors in the event that any such training course is held
at Inspire's facility in Fort Worth, Texas. Any and all travel and
subsistence costs incurred by CSI instructors, pursuant to this
Section 7, shall be in accordance with CSI's travel policy, a copy of
which has been furnished to Inspire by CSI.
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8. SUPPORT OF LICENSED PROGRAMS
8.1 Subject always to the provisions of Section 10 below, CSI will
provide, to Inspire, the support services described below
("Support Services") with respect to the Licensed Programs,
the Shell and the PAR Development Tools. Support Services will
be provided during the Initial Term and any Extension Term
subject to payment by Inspire to CSI of the applicable annual
fee for Support Services (the "Support Fee") as set forth in
Section 9 below. Inspire may elect at any time after the
Initial Term to terminate CSI's obligation to provide Support
Services and Inspire shall have no further payment obligation
in respect of Support Services thereafter. Any prepaid Support
Services fees shall be refunded to Inspire within thirty (30)
days following any such termination.
8.2 Support Services shall consist of
(1) DURING THE FIRST TWELVE (12) MONTHS OF THE INITIAL TERM
ONLY, the provision of telephone support to assist Inspire in
the use of the PAR Development Tools and the maintenance of
the Licensed Programs and the Shell. Such telephone support
shall be made available during the hours of 9:00 AM to 5:00 PM
EST, Monday through Friday, excluding all CSI recognized
national holidays; and
(2) the provision of error correction service with respect to
any material failure (which Inspire personnel are unable to
resolve) of a Licensed Program, the Shell or PAR Development
Tools to perform in accordance with its applicable
Documentation, provided however, that any such program error
has not been introduced through changes to the original Source
Form version (as supplied by CSI) of the affected Licensed
Program(s), the Shell or PAR Development Tools made by
Inspire. In order to receive error correction services,
Inspire shall be responsible to identify and document any
failure of a Licensed Program, the Shell or PAR Development
Tools to conform to the Documentation against an unaltered
version of the Source Form of a Licensed Program, the Shell or
PAR Development Tools. For this purpose Inspire shall use
CSI's standard software error report form ("SPR") a copy of
which has been furnished by CSI to Inspire. If CSI verifies
the documented error it shall correct such error within the
time periods described below, or in the alternative, within
the time periods described below, provide Inspire with a
bypass routine or work around which will enable the Licensed
Program, the Shell or PAR Development Tools to perform
substantially in accordance with the Documentation. Upon
receipt of an SPR from Inspire, CSI will promptly commence
work to verify the error reported by Inspire. Three (3)
classes of program error are provided for by CSI's private
label support services program:
[i] SEVERE - a failure of the Licensed Program, the
Shell or PAR Development Tools to function in
accordance with its applicable
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specifications, such that an End User is unable to
make further use of the software without a fix to the
problem or a bypass routine or workaround solution.
CSI will respond to a Severe category program error
within a maximum of one (1) business day from the
time of notification of such error. CSI shall
dedicate the necessary personnel to address a Severe
category error and work upon such error until such
time that it is resolved.
[ii] MODERATE - Code which contains incorrect logic,
incorrect descriptions, major omissions or functional
problems which an End User is able to work around. CSI
will schedule the appropriate personnel required to
resolve the error and will use all commercially
reasonable efforts to correct and document all
reproducible Moderate category errors within a target
time frame of fifteen (15) days from the date of
CSI's receipt from Inspire of the SPR in respect of
such moderate error.
[iii] MINOR - Code which contains a minor error. CSI
will schedule the appropriate personnel required to
resolve the error and will use all commercially
reasonable efforts to correct and document all
reproducible Minor category errors within a target
time frame of sixty (60) days from the date of CSI's
receipt from Inspire of the SPR in respect of such
minor error.
In the event that CSI cannot reproduce a reported error in its
operating environment it shall so notify Inspire and CSI and Inspire
shall thereafter work together to verify the existence or otherwise of
such reported error.
(3) the provision to Inspire by CSI, of all Updates. Updates shall be
provided to Inspire within ten (10) days of the date of general release
of any Update.
9. SUPPORT FEES
The Support Fee shall be paid annually in advance with respect to each
year of the Initial Term and any Extension Term. The annual Support
Fee applicable to the Initial Term shall be at the fixed rate of Five
Hundred Thousand ($500,000) Dollars per annum. The annual Support Fee
for Support Services with respect to any Extension Term shall be as
agreed upon by the parties in accordance with the provisions of
Section 3 above.
10. "PRIVATE LABEL" RIGHTS AND OBLIGATIONS
10.1 CSI grants to Inspire, subject to the provisions of this
Section 10, the right to:
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[i] market Private Label Licensed Programs to End
Users in Object Form; and,
[ii] copy the Shell and Licensed Programs in order to
create Private Label Licensed Programs for the
purpose of sublicensing such programs to End
Users, all as is authorized by the provisions of
Section 2 above. Inspire shall serialize each
copy of the Private Label Licensed Programs and
shall keep a log which records: (1) the date that
any copy of the Shell and/or a Licensed Program
is made by Inspire and (2) the serial number
allocated to each such copy; and,
[iii] copy the Shell and Licensed Programs in order
to create Private Label Licensed Programs for
the purpose of demonstrating the same to End
Users or prospective End Users and/or providing
a Private Label Licensed Program to an End User
or Prospective End User for an evaluation
period not to exceed sixty (60) days in
duration. Prior to conducting any such
demonstration and/or providing a Private Label
Licensed Program to an End User or prospective
End User for evaluation purposes, Inspire shall
require the End User or Prospective End User to
enter into a non disclosure agreement,
substantially in accordance with the terms of
the non- disclosure agreement attached hereto as
Exhibit A.
10.2 Inspire agrees to label each item of media which contains a
Private Label Licensed Program or any portion thereof with
language which acknowledges CSI's ownership of the Licensed
Program, such language to read as follows: "CONFIDENTIALITY
NOTICE THIS PROGRAM CONTAINS INFORMATION WHICH IS THE PROPERTY
OF AND CONFIDENTIAL TO INSPIRE AND/OR ITS LICENSORS. THIS
PROGRAM IS FOR USE ONLY BY AN AUTHORIZED LICENSEE OF INSPIRE
AND MAY NOT BE TRANSFERRED, COPIED, DISCLOSED OR OTHERWISE
MADE AVAILABLE TO ANY OTHER PERSON OR ENTITY." In addition
Inspire shall cause the preceding confidentiality notice
language to appear on the introductory screen of each Private
Label Licensed Program.
10.3 Inspire agrees (1) to label the cover page of Private Label
Documentation with the following language: "CONFIDENTIALITY
NOTICE THE INFORMATION CONTAINED HEREIN IS THE PROPERTY OF AND
CONFIDENTIAL TO INSPIRE AND/OR ITS LICENSORS, AND IS FOR USE
ONLY BY THE INTENDED RECIPIENT THEREOF. IT MAY NOT BE COPIED,
MADE AVAILABLE OR DISCLOSED TO ANY OTHER PERSON OR ENTITY
EXCEPT WITH THE EXPRESS WRITTEN AUTHORIZATION OF INSPIRE." and
(2) to footnote each page (other than the cover page) of
Private Label Documentation with the following language: "THE
INFORMATION CONTAINED HEREIN IS THE PROPERTY OF AND
CONFIDENTIAL TO INSPIRE AND/OR ITS LICENSORS AND IS FOR USE
ONLY BY THE INTENDED RECIPIENT THEREOF. IT MAY NOT BE COPIED
OR MADE AVAILABLE OR DISCLOSED TO ANY PERSON OR ENTITY EXCEPT
WITH THE EXPRESS WRITTEN AUTHORIZATION OF INSPIRE."
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10.4 The End User Agreement shall at a minimum contain language
which obligates the End User to safeguard and protect the
Private Label Licensed Program(s) or any portion thereof,
substantially in accordance with the language set forth in
Schedule B annexed hereto and made a part of this Agreement.
Inspire shall enforce the provisions of the End User Agreement
for the benefit of CSI and Inspire.
10.5 Inspire shall give and make, with respect to its marketing and
licensing of the Private Label Licensed Programs, no other or
different representation(s) or warranty(s) as to quality,
merchantability, fitness for a particular use or purpose or
any other feature of the Private Label Licensed Programs,
other than those given by CSI to Inspire pursuant to this
Agreement.
10.6 Inspire shall be solely responsible for the provision to End
Users of Private Label Documentation and software maintenance
services in respect of the Private Label Licensed Programs. To
assist Inspire with the provision of such software maintenance
services, CSI shall provide Inspire with Support Services in
accordance with the provisions of Section 8 above.
10.7 Inspire shall, prior to using the End User Agreement, submit
the same for review and approval by CSI, which approval shall
not be unreasonably withheld.
10.8 CSI or its duly appointed representative shall have the right
to audit, together with Inspire's designated
representative(s), Inspire's records and the marking of all
Private Label copies of the Licensed Programs, made by
Inspire, to ensure Inspire's compliance with the provisions of
Section 10.1[ii] and 10.2 above. These audits shall occur
during normal business hours at Inspire's place of business,
upon at least three (3) business days advance written notice,
and shall occur no more frequently than twice per year.
11. PROFESSIONAL SERVICES
11.1 In the event that Inspire requires the assistance of CSI
technical personnel to provide services ("Professional
Services") over and above those services expressly provided
for in this Agreement, Inspire may order Professional Services
from CSI by completing CSI's "order for Professional
Services." CSI has furnished Inspire with a supply of such
order forms.
11.2 CSI shall furnish Professional Services to Inspire in
accordance with the then current rate for the applicable
Professional Services skill set which is being provided to
Inspire.
11.3 Inspire shall be responsible to reimburse CSI (in accordance
with CSI's travel policy, as more particularly referenced in
Section 7 hereof), for all travel, lodging
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and subsistence expenses incurred by CSI personnel in the
course of performing Professional Services beyond a thirty
(30) mile radius of CSI's Headquarters' facility in Fair Lawn,
New Jersey, USA.
11.4 CSI will use all commercially reasonable efforts to provide
Professional Services on a timely basis, subject to the
availability of qualified personnel and the difficulty and
scope of the services to be provided.
11.5 Professional Services are provided to assist Inspire. Inspire
is responsible for determining objectives and for obtaining
the desired results from Inspire's use of Professional
Services.
11.6 Inspire acknowledges and agrees that any ideas, concepts, know
how or data processing techniques developed by CSI in the
course of performing Professional Services shall be the
exclusive property of CSI.
12. PROTECTION OF SOFTWARE
12.1 Inspire acknowledges that the Shell, the Licensed Programs,
and Private Label Licensed Programs (in both Source Form and
Object Form) and PAR Development Tools (and all intellectual
property relating to or comprised in the Shell, Licensed
Programs, Private Label Licensed Programs and the PAR
Development Tools, including but not limited to any or all of
the program code, system architecture or design of the Shell,
Licensed Programs and PAR Development Tools) are (with the
exception of any Inspire Modifications and/or Derivative
Works, which are the property of Inspire) valuable proprietary
trade secrets of CSI. Inspire shall maintain the Shell,
Licensed Programs, Private Label Licensed Programs and the PAR
Development Tools in the strictest confidence in accordance
with the stipulations of this Agreement.
12.2 Inspire agrees not to use, copy, provide, sublicense or
otherwise disclose, or make available to any person or entity,
in whole or in part,, any portion of the Shell, Licensed
Programs, Private Label Licensed Programs, PAR Development
Tools, Documentation or Private Label Documentation except as
may be authorized by and subject to the terms of this
Agreement. Inspire agrees not to use the PAR Development Tools
or any of them, or any part or portion thereof, to create or
to attempt to create a derivative work based upon the PAR
Development Tools or any of them, or any part or portion
thereof.
12.3 Inspire agrees to apply the highest standard of care to
protect and safeguard the Shell, the Licensed Programs,
Private Label Licensed Programs and the PAR Development Tools
in accordance with the provisions of this Section 12. Inspire
shall advise all of Inspire's employees having a need to use
the Shell, the Licensed Programs, Private Label Licensed
Programs and/or PAR Development Tools on Inspire's behalf,
for the purposes contemplated by this Agreement, of
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the proprietary and confidential nature of the Shell, the
Licensed Programs, Private Label Licensed Programs and PAR
Development Tools and of all of Inspire's obligations
hereunder with respect to the use and safeguarding of the
Shell, the Licensed Programs, Private Label Licensed Programs
and PAR Development Tools. Each such employee shall be
obligated to protect the Shell, Licensed Programs, Private
Label Licensed Programs and PAR Development Tools from
unauthorized disclosure (as required by the terms of this
Agreement) pursuant to an appropriate written and executed non
disclosure agreement.
12.4 Inspire may copy, in whole or in part, any portion of the
Shell, the PAR Development Tools and/or the Licensed Programs
as required for use by Inspire to effect the purposes of this
Agreement and for use strictly in accordance with the terms
and conditions of this Agreement, provided however that no
more than three (3) copies of the Source Form may be in
existence at any one time and no more than twenty (20) copies
of the Object Form of the PAR Development Tools may be in
existence at any one time. Any and all copies of the Shell,
the PAR Development Tools and/or the Licensed Programs shall
include any and all applicable proprietary, copyright or
similar notices and legends as required by the provisions of
Section 12.6 below and which are displayed or contained in the
original of the item being reproduced.
12.5 Inspire shall serialize each copy of the Shell, the PAR
Development Tools and the Licensed Programs and shall keep a
log which records: (1) the date that any copy of the Shell,
the PAR Development Tools and/or a Licensed Program is made by
Inspire and (2) the serial number allocated to each such copy.
12.6 Inspire shall reproduce on any copy (full or partial) of the
Shell, the PAR Development Tools and/or a Licensed Program:
(1) any and all notices which are embedded in the machine
readable version of the Shell, the PAR Development Tools
and/or Licensed Program being copied, and (2) any and all
notices, including, without limitation, any proprietary
notices, copyright notices, and restricted rights legends,
which appear on the physical media in which the Shell, the PAR
Development Tools and/or Licensed Program is embodied.
Labeling of Private Label Licensed Programs is addressed by
the provisions of Section 10 of this Agreement.
12.7 CSI or its duly appointed representative shall have the right
to audit, together with Inspire's designated
representative(s), Inspire's records and the marking of all
copies of the Shell, the PAR Development Tools and the
Licensed Programs, made by Inspire, to ensure Inspire's
compliance with the provisions of this Section 12. These
audits shall occur during normal business hours at Inspire's
place of business, upon at least three (3) business days
advance written notice, and shall occur no more frequently
than twice per year.
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12.8 Inspire shall specify in writing to CSI the address of those
Inspire facilities at which Inspire will use Source Form
versions of the Shen, the PAR Development Tools and the
Licensed Programs.
13. CSI AND INSPIRE'S INFORMATION
13.1 Each party agrees that any Information that is furnished or
made available or otherwise disclosed to the other party
pursuant to this Agreement shall remain the property of the
disclosing party.
13.2 Each party further acknowledges that any and all Information,
disclosed hereunder, is valuable proprietary and confidential
Information of the disclosing party
13.3 If Information is designated as confidential by an oral
statement, the disclosing party shall confirm such disclosure
in writing to the receiving party no later than ten (10) days
after the oral disclosure and such written confirmation shall
state the date and place of the disclosure, the individuals to
whom the Information was disclosed and the nature of the
Information.
13.4 The parties agree that all such Information shall be kept
strictly confidential and shall be treated by the receiving
party and by any person authorized, pursuant to the terms of
this Agreement, to have access thereto, as being valuable
confidential and proprietary Information of the disclosing
party.
13.5 The receiving party shall not, without the prior written
consent of the disclosing party hereto, disclose, provide or
otherwise make available Information to any person or entity
other than those of its employees, agents or representatives
who have a need to know such Information in order for the
receiving party to carry out its obligations or exercise its
rights hereunder. The receiving party shall require its
employees, agents or representatives who have access to
Information to be made aware of its confidential and/or
proprietary nature and of the applicable requirements relative
to maintaining the confidence of such Information and to be
obligated to adhere to such requirements pursuant to a written
agreement between the receiving party, the employee, agent or
representative, as the case may be. The receiving party shall
enforce these provisions for the benefit of the disclosing
party. The receiving party shall protect the disclosing
party's Information from unauthorized use or disclosure using
the same standard of care which it uses to protect its own
proprietary and/or confidential information. The obligations
of the parties pursuant to this Section 13 shall survive the
termination or cancellation of this Agreement with respect to
each item of Information until the Information comes into the
public domain through no fault of the receiving party, its
employees, representatives or agents.
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A party's obligation of non-disclosure shall not apply to any
Information which is (1) already rightfully in the possession
of such party; (2) independently developed by such party
without reference to Information of the other party; (3)
publicly disclosed by the other party; (4) rightfully received
by the receiving party from a third party without an
obligation of non-disclosure; (5) approved for release by
written agreement with the other party; (6) in the public
domain; or (7) is required to be disclosed pursuant to a valid
and effective order issued by a court of competent
jurisdiction or governmental authority having appropriate
statutory powers or otherwise pursuant to law or regulation
having the force of law, but any such disclosure shall be made
only to the extent so ordered and the receiving party shall
timely notify the disclosing party prior to such disclosure so
that the disclosing party may intervene in response to any
such order for disclosure.
14. LIMITATION OF LIABILITY
14.1 CSI does not assume any liability for the applicability of the
Shell, the Licensed Programs and/or the PAR Development Tools
for Inspire's intended purposes.
14.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE
OTHER FOR ANY LOSS OF, OR DAMAGE TO ANY DATA, INFORMATION OR
SOFTWARE, TO THE EXTENT SUCH LOSS OR DAMAGE IS RELATED TO THE
USE OF THE SHELL, THE LICENSED PROGRAMS, THE PAR DEVELOPMENT
TOOLS, THE PRIVATE LABEL LICENSED PROGRAMS, THE INSPIRE
MODIFICATIONS AND/OR DERIVATIVE WORKS. NEITHER PARTY SHALL BE
LIABLE FOR ANY LOST PROFITS OR REVENUES OR FOR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES SUFFERED
BY THE OTHER RESULTING FROM THE USAGE OF THE SHELL, THE
LICENSED PROGRAMS, THE PAR DEVELOPMENT TOOLS AND/OR THE
PRIVATE LABEL LICENSED PROGRAMS, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
14.3 Each party's entire liability and the other party's sole and
exclusive remedy for damages from any cause related to or
arising out of this Agreement, regardless of the form of
action, whether in contract or in tort, shall not exceed in
the aggregate the sum of One Million Five Hundred Thousand
($1,500,000) Dollars, except that there shall be no limitation
for (1) either party's liability to the other party with
respect to any claim or cause of action with respect to death,
personal injury or damage to tangible property, if and to the
extent that any such injury is determined to have been caused
directly by the negligent act or omission or willful
misconduct of such party, its employees, servants or agents;
(2) any claim for infringement indemnity brought by either
party against the other party pursuant to the provisions of
Section 15 below; (3) any claim brought by either party
against the other party for a breach by such party of its
obligations hereunder (as set forth in Sections 12 and 13
above) to safeguard and protect the
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proprietary and confidential information, including without
limitation the software, of the other party; and (4) any claim
brought by CSI against Inspire with respect to any and all
amounts due and payable under this Agreement pursuant to
Sections 17 and 18.
14.4 Inspire shall indemnify CSI against any third party claim
brought against CSI with respect to the Shell, the Licensed
Programs and/or Private Label Licensed Programs, to the extent
such claim relates to or is based upon any or all Inspire
Modifications and/or Derivative Works.
15. INFRINGEMENT INDEMNITY
15.1 CSI warrants that the Shell, the Licensed Programs and the PAR
Development Tools do not infringe upon or violate any United
States or foreign patent, copyright or trade secret or other
intellectual property right. CSI will defend, at its expense,
any action brought against Inspire to the extent that it is
based on a claim that the Shell or the Licensed Programs
and/or PAR Development Tools infringe any United States or
foreign patent or copyright or constitutes a misappropriation
of trade secrets protected under United States or foreign law,
provided Inspire (1) gives CSI prompt written notice of any
such claim in accordance with the provisions of Section 22
hereof and (2) permits CSI to defend or settle any such claim,
and (3) provides CSI all reasonable assistance in connection
with the defense or settlement of any such claim.
15.2 Should any of the Shell, the Licensed Programs and/or any of
the PAR Development Tools become, or in CSI's opinion be
likely to become, the subject of any claim of infringement or
if the Shell or any Licensed Program or any of the PAR
Development Tools is held to constitute such an infringement
and the use of the Shell or any Licensed Program or any of
the PAR Development Tools is enjoined, CSI shall, at its
expense and at its option, either (1) procure for Inspire the
right to continue using the affected Shell, Licensed
Program(s) and/or PAR Development Tools, or (2) replace or
modify the Shell, Licensed Program(s) and/or PAR Development
Tools to make the same functionally equivalent and non
infringing such that "remedied" Software is functionally
equivalent to the specifications set forth in the applicable
ADM and operates without any degradation in performance. If
neither of the foregoing options (1) or (2) is available on a
commercially reasonable basis, then CSI or Inspire may
terminate this Agreement and CSI shall refund to Inspire all
monies paid to CSI pursuant to this Agreement, with respect to
the affected Shell and Licensed Program(s) and/or affected PAR
Development Tools, less an amount for Inspire's use of the
Shell and such Licensed Program(s) and/or PAR Development
Tools calculated on the basis of a five (5) year straight line
depreciation method.
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15.3 CSI shall have no liability for any claim of infringement
based upon (1) use of other than the most current version of
the Shell, the Licensed Programs and PAR Development Tools
made available to Inspire by CSI (including any and all
Updates thereto as furnished by CSI to Inspire) if such
infringement would have been avoided by the use of such
version of the Shell or Licensed Programs or PAR Development
Tools, or (2) use or combination of the Shell, the Licensed
Programs and/or PAR Development Tools with programs or
products not furnished by CSI, if such infringement would not
have occurred without such use or combination, or (3)
infringement resulting from Inspire's modification,
adaptation, customization or enhancement of the Licensed
Programs.
15.4 The foregoing states the entire liability of CSI with respect
to the infringement of any patents, copyrights, trade secrets
or other intellectual property rights in and to the Shell, the
Licensed Programs and the PAR Development Tools.
15.5 Inspire warrants that the Inspire Modifications and Derivative
Works do not infringe upon or violate any United States or
foreign patent, copyright or trade secret or other
intellectual property right. Inspire will defend, at its
expense, any action brought against CSI to the extent that it
is based on a claim that any Inspire Modification and/or
Derivative Work infringes any United States or foreign patent
or copyright or constitutes a misappropriation of trade
secrets protected under United States or foreign law, provided
CSI (1) gives Inspire prompt written notice of any such claim
in accordance with the provisions of Section 22 hereof and (2)
permits Inspire to defend or settle any such claim, and (3)
provides Inspire all reasonable assistance in connection with
the defense or settlement of any such claim.
15.6 Should any of the Inspire Modifications and/or Derivative
Works become, or in Inspire's opinion be likely to become, the
subject of any claim of infringement or if any of the Inspire
Modifications or Derivative Works is held to constitute such
an infringement and the use of any Inspire Modification or
Derivative Work is enjoined, Inspire shall, at its expense and
at its option, either (1) procure for CSI the right to
continue using the affected Inspire Modification or Derivative
Work, or (2) replace or modify the Inspire Modification or
Derivative Work to make the same functionally equivalent and
non infringing. If neither of the foregoing options (1) or (2)
is available on a commercially reasonable basis, then Inspire
or CSI may terminate this Agreement and Inspire shall refund
to CSI all royalties paid to Inspire in respect of the
affected Inspire Modifications and/or Derivative Works less an
amount for CSI's use of the affected Inspire Modification
and/or Derivative Work calculated on the basis of a five (5)
year straight line depreciation method.
15.7 Inspire shall have no liability for any claim of infringement
based-upon (1) use of other than the most current version of
the Inspire Modification(s) and/or
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Derivative Work(s) made available to CSI by Inspire
(including any and all updates thereto) if such
infringement would have been avoided by the use of
such version of the Inspire Modification(s) and/or
Derivative Work(s), or (2) use or combination of the
Inspire Modifications and/or Derivative Works with
programs or products not furnished by Inspire, if
such infringement would not have occurred without
such use or combination, or (3) infringement
resulting from CSI's modification, adaptation,
customization or enhancement of the Inspire
Modification(s) and or Derivative Work(s).
15.8 The foregoing states the entire liability of Inspire
with respect to the infringement of any patents,
copyrights, trade secrets or other intellectual
property rights in and to the Inspire Modifications
and/or the Derivative Works.
16. WARRANTY AND DISCLAIMER OF WARRANTY
16.1 CSI warrants that the Shell, PAR Development Tools
and each Licensed Program will perform in accordance
with the functional specifications for the Shell, PAR
Development Tools and each such Licensed Program as
documented in the ADM for the Shell, PAR Development
Tools and each such Licensed Program. Inspire
acknowledges that it has been furnished with such
ADMs by CSI prior to the date of this Agreement. CSI
further represents and warrants that the Source Form
of the Shell, PAR Development Tools and each Licensed
Program delivered by CSI to Inspire is the complete
Source Form for such software (including all then
current Updates) which is capable of being compiled
by Inspire to create an Object Form of the
corresponding software. The duration of this
warranty is ninety (90) days from the date of
delivery of the Shell, the PAR Development Tools and
each Licensed Program to Inspire. CSI will promptly
correct any defect, error or deficiency in the Object
Form and the Source Form of the Shell, PAR
Development Tools and/or any Licensed Program which
is reported to CSI by Inspire during the warranty
period.
16.2 EXCEPT AS PROVIDED IN SECTION 15 (INFRINGEMENT
INDEMNITY) AND SECTION 5 TITLE) AND SECTION 16.1
ABOVE, CSI MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE SHELL, THE LICENSED
PROGRAMS AND/OR THE PAR DEVELOPMENT TOOLS. BY WAY OF
EXAMPLE BUT NOT OF LIMITATION, CSI MAKES NO
REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
17. INVOICES AND PAYMENT
17.1 Upon signature of this Agreement by each of CSI and
Inspire, CSI shall submit Inspire an invoice for the
license fee of One Million Five Hundred Thousand
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($1,500,000) Dollars (plus any applicable taxes) due
and payable by Inspire to CSI, pursuant to the
provisions of Section 6 above.
17.2 CSI shall submit to Inspire an annual invoice for
Support Services in the amount of Five Hundred
Thousand ($500,000) Dollars (plus any applicable
taxes) due and payable by Inspire to CSI pursuant to
the provisions of Section 9 above.
17.3 Annual invoices for Support Services during the
Extension Term shall be submitted and due and payable
in accordance with the provisions of Section 9 above.
17.4 CSI shall invoice Inspire on a monthly basis for any
Professional Services provided by CSI to Inspire,
pursuant to the provisions of Section 11 hereof. Each
such invoice shall be issued monthly in arrears and
will be in respect of Professional Services performed
by CSI during the preceding month, plus any
associated amounts relating to travel, lodging and
subsistence.
17.5 All invoices rendered by CSI to Inspire shall be paid
within thirty (30) days after receipt by Inspire.
17.6 Inspire shall be responsible for the payment of all
sales, value added, use and similar taxes payable by
CSI or Inspire in connection with the licensing of
the Shell, PAR Development Tools or Licensed Programs
and/or the provision of Support Services pursuant to
this Agreement other than taxes based upon or related
to the income of CSI, or in lieu thereof, Inspire
shall provide a tax exemption certificate acceptable
to the taxing authorities. On sales outside the
United States, all import/export duties, taxes and
associated fees shall be payable by Inspire.
18. ROYALTY
Inspire shall pay CSI a royalty of One Hundred Thousand ($100,000)
Dollars in respect of the initial "sale" (license) by Inspire to an
End User of one or more Private Label Licensed Programs or any portion
of a Private Label Licensed Program or the sale of any Inspire product
which incorporates a Private Label Licensed Program. Inspire shall
have no obligation to pay royalties to CSI with respect to any and all
subsequent "sales" (licenses) to an End User of (1) Private Label
Licensed Program(s) or (2) any Inspire product which incorporates a
Private Label Licensed Program. Inspire shall furnish to CSI on a
calendar quarter basis, (1) a report which details any and all such
"initial sales," to include the name of the customer and the products
licensed, and (2) a check in the amount of the total royalties (if
any) due for such calendar quarter report period. CSI shall have the
right (to be exercised not more than twice per year) upon reasonable
notice to Inspire, to inspect such of Inspire's records as are
necessary to verify and validate Inspire's compliance with its
obligations pursuant to this Section 18.
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Such inspection shall take place during normal business hours on a
date to be mutually agreed upon by CSI and Inspire.
19. PUBLICITY
The parties shall, within fifteen (15) days of the date of this
Agreement, mutually agree upon a joint press announcement relating to
this Agreement. Except as provided above, each party shall submit to
the other for approval, all press releases, announcements and other
publicity, letters or literature (except for either party's internally
distributed news letters) relating to the subject matter of this
Agreement, and neither party shall publish or otherwise use any such
advertising, sales promotion, press release, announcement or other
publicity material without the express prior written approval of the
other party, which approval shall not be unreasonably withheld.
20. TRADEMARKS
No right or license is granted by CSI to Inspire to use CSI trademarks
or trade names except as authorized by CSI in connection with the
advertising or promoting of the Private Label Licensed Programs. The
Company shall not affix any CSI trademarks, logos or trade names to
any of Inspire's products and will not disturb any legend, notice,
label, plate, designation of any CSI trademark, logo or trade name or
serial numbers on the Licensed Programs and/or PAR Development Tools.
Inspire shall not include CSI trademarks or trade names in any name
under which Inspire does business.
21. MARKETING AND SALES SUPPORT
In the event that Inspire requires marketing and or sales support to
assist it in the marketing of the Private Label Licensed Programs, CSI
is willing to provide such assistance, subject to availability of
personnel, in accordance with its applicable daily rate, plus
reimbursement (in accordance with CSI's travel policy, as more
particularly referenced in Section 7 hereof for any travel, lodging
and subsistence expenses incurred by its personnel in the provision of
such support.
22. RELATIONSHIP OF PARTIES
This is an agreement between separate legal entities which are
independent contractors and neither is the agent or employee of the
other for any purpose whatsoever. The parties do not intend to create
a partnership or joint venture between themselves and the only
relationship intended to be created by the parties hereto is that of
non exclusive licensor and licensee. Neither party shall have the
right to bind the other to any agreement with a third party or to
incur any obligation or liability on behalf of the other party.
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23. NOTICES
Except as otherwise provided in this Agreement, all notices or other
communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the United
States mail, postage prepaid, certified mail, return receipt
requested, and addressed to Inspire at its address as shown on the
cover sheet to this Agreement and to CSI as follows:
Cover-All Systems, Inc.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
24. ADVERTISING
Inspire (its agents and representatives) will not in any manner make
any statement, use, display, broadcast, or disseminate any sales,
advertising or promotional material which contains (i) any material
misrepresentations, or omits to state a material fact, with regard to
the Licensed Programs, or (ii) any statement in derogation of CSI
and/or CSI products. Inspire (and its agents and representatives)
shall, prior to its proposed use of any advertising or promotional
material referring to CSI and/or CSI products, submit a copy of such
material to CSI for CSI's prior written approval, which approval shall
not be unreasonably withheld. Inspire (and its agents and
representatives) shall not make any claims in the marketing, sale
and/or promotion of the Private label Licensed Programs which exceed,
contradict or conflict with any claims made by CSI with respect to the
Licensed Programs and/or contained in any CSI written or printed
material referring to the Licensed Programs.
25. CHANNEL CONFLICT
Any dispute with respect to channel conflict between sales
representatives of CSI marketing the Licensed Programs and sales
representatives of Inspire marketing the Private Label Licensed
Programs, will be referred for joint resolution by the President of
each of CSI and Inspire. Such dispute will be resolved on an
equitable basis and in good faith. Resolution of any such dispute
shall be effected within five (5) business days of the date that the
dispute was first referred to either of the parties for resolution.
In addition, Inspire acknowledges and agrees that in recognition of
(1) the amount of the consideration for this transaction, and (2) the
substantial value of the goodwill attaching to CSI's customer base,
Inspire will not market the Private Label Licensed Programs to the
customers of CSI. CSI has furnished to Inspire a list of all current
customers (the "Customer List"). CSI will update the Customer List
and furnish the same to Inspire on or before the fifth (5th) day of
each month. For the purposes of this Section 25 the customer list
will identify only those persons or entities which are (1) customers
of CSI pursuant to a written agreement between such customer and CSI
or a
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CSI authorized reseller, or (2) prospects which are currently the
subject of an active CSI direct and specific sales and marketing
effort.
26. TERMINATION
26.1 If either party is in material default of any of its
obligations hereunder and such default continues uncured for
thirty (30) days after written notice to the defaulting party
advising it of the nature of the default, then the
non-defaulting party may give the defaulting party thirty (30)
days written notice of its intention to terminate this
Agreement which termination shall be automatic at the end of
the aforesaid thirty (30) day notice period unless the default
has been cured by the defaulting party. Upon such termination
the non-defaulting party shall be entitled to proceed against
the defaulting party at law or in equity to recover such
damages, subject to the limitations set forth in this
Agreement, as have been suffered by the non-defaulting party
as a result of such breach of this Agreement.
26.2 If termination is due to a material breach by Inspire of any
of its obligations pursuant to Sections 10, or 12 hereof,
(which breach is not cured by Inspire within the period
specified in Section 26.1 above) then upon such termination
Inspire shall forthwith return to CSI any and all copies
(Source Form and/or Object Form) of the Licensed Programs
which are in the possession of Inspire. In addition Inspire
acknowledges and agrees that upon such termination it will
destroy (and an officer of Inspire will certify such
destruction in writing to CSI) any and all copies of the
Private Label Licensed Programs (Source Form and/or Object
Form) which are in the possession of Inspire as of the date of
such termination. All rights granted hereunder to Inspire
shall terminate forthwith upon termination of this Agreement
pursuant to this Section 26.2. However CSI acknowledges that
such termination shall not affect any End User Agreement which
has been entered into by Inspire prior to the date of such
termination, subject to the End User being and remaining
compliant with the End User's obligations to protect and
safeguard CSI intellectual property as such obligations are
set forth in the applicable End User Agreement.
26.3 Inspire may terminate this Agreement by written notice to CSI
in the event that:
[i] CSI files a petition for relief under the US
Bankruptcy Code or similar Federal or state statute
now or hereinafter in effect; or
[ii] a petition for relief, under the US Bankruptcy
Code or similar Federal or state statute now or
hereinafter in effect, is filed against CSI, and such
petition is not dismissed within sixty (60) days of
the date thereof-, or
[iii] a trustee or receiver is appointed, with or
without consent, to manage all or substantially all
of CSI's assets.
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26.4 In the event of a material breach by CSI which remains uncured
for a period of one hundred twenty (120) days after the date
of notice of such breach (given by Inspire to CSI in
accordance with the provisions of Section 26.1 above) or the
occurrence of an event specified in Section 26.3 above, then
Inspire may, in lieu of termination of this Agreement and as
its sole and exclusive remedy for any and all damages
resulting from such breach, retain and use (subject in all
respects to the terms and conditions of this Agreement) the
version of the Licensed Programs, Shell and PAR Development
Tools for which Inspire has paid the applicable License Fees
for such period of time as Inspire may determine. Inspire
shall have no further payment obligations whatsoever under
this Agreement if it elects to retain and use the CSI software
under this Section 26.4, including, without limitation,
Support Services fees and royalties payable under Section 18.
26.5 CSI and Inspire acknowledge and agree that the provisions of
Sections 10, 12, 13 hereof shall survive termination of this
Agreement for whatsoever cause.
27. ETHICAL CONDUCT
Neither party will engage in any deceptive, misleading, unethical or
improper practices which may reflect adversely on the other party or
its products and services.
28. ASSIGNMENT
Neither this Agreement nor any rights granted hereunder, in whole or
in part, shall be assignable or otherwise transferable by Inspire,
provided always that this restriction on assignment shall not apply to
an assignment in connection with the transfer of all or substantially
all of Inspire's assets to an acquiring company, provided always that
such acquiring company agrees to be unconditionally bound by all of
the terms and conditions of this Agreement.
29. NO THIRD PARTY BENEFICIARIES
Except as otherwise expressly provided in this Agreement, the
provisions of this Agreement are for the benefit of the parties hereto
and not for any other person or entity.
30. YEAR 2000 COMPLIANCE
CSI represents and warrants that the Shell and Licensed Programs
(hereinafter collectively referred to as "Software") will be Year 2000
compliant on or before December 31st, 1998. For the purposes of this
Agreement the term "Year 2000 compliant" means the ability of the
Software (when used with the designated equipment and software
configuration specified in Schedule A to this Agreement and in
accordance
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with the Documentation) to provide all of the following functions
(without any decrease in Software functionality or performance as
documented by the applicable ADM):
[i] accurately process date information whether before,
during, or after January 1, 2000, including without
limitation, accepting date input, providing accurate date
output and performing accurate calculations involving dates;
[ii] operate accurately, efficiently and without interruption
before, during and after January 1, 2000, without any change
in program functionality or operation;
[iii] accurately process date input in a way that does not
create any ambiguity as to century;
[iv] accurately store, retrieve and process date information
in a manner that does not create any ambiguity as to century;
and
[v] accurately present all date output information in a manner
that does not create any ambiguity as to century.
In the event that CSI is in breach of the foregoing
representation and warranty then Inspire shall report such
breach in writing to CSI, specifying with particularity the
nature of the breach. In the event that CSI has not remedied
such breach within thirty (30) days of its receipt of such
notice from Inspire, then in addition to any other remedies
available to Inspire under this Agreement or at law, CSI
agrees to immediately assign fully trained senior software
programming personnel to work continuously (at no additional
cost or expense to Inspire) until the Software complies with
the foregoing representation and warranty and without
interruption to Inspire's ongoing business. Under no
circumstances shall CSI be liable for a breach of the
foregoing representation and warranty which is caused by third
party software not provided by CSI to Inspire or which is
caused by electronic transfer of data or information to be
processed by the Software or which is caused by use of the
Software to access or transmit data to third party service
providers.
31. INSURANCE SERVICES ORGANIZATION
Inspire acknowledges and agrees that the Licensed Programs contain
ordinary and customary published changes and/or additions to ISO
(Insurance Services Organization) rating and issuance rules and that
Inspire (as a reseller of the Private Label Licensed Programs) is
required to separately enter into an agreement with ISO to authorize
and establish the terms, conditions and fees applicable to Inspire's
distribution and licensing of the ISO component of the Private Label
Licensed Programs.
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32. CHOICE OF LAW
The construction and performance of this Agreement shall be governed
by the laws of the State of New Jersey. No provision or term of this
Agreement shall be construed against any party because that provision
or term (including any and all amendments thereof) was drafted by or
at the direction of such party.
33. WAIVERS OF DEFAULT
Waiver by either party of any default by the other party shall not be
deemed a continuing waiver of such default or a waiver of any other
default.
34. AMENDMENTS
No provisions of this Agreement shall be deemed waived, amended or
modified by either party, unless such waiver, amendment or
modification is in writing and signed by a duly authorized
representative of each of the parties hereto.
35. SEVERABILITY
35.1 If any provision or any part of a provision of this Agreement
shall be held to be invalid or unenforceable, such invalidity
or unenforceability shall not invalidate or render
unenforceable the entire Agreement, but rather the entire
provision or the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision
or provisions, and the rights and obligations of the parties
shall be construed and enforced accordingly.
35.2 However, in the event that such unenforceable provision is a
basic prerequisite for either party to enter into this
Agreement the aforesaid subsection 35.1 shall not apply, and
the parties agree to promptly meet and negotiate in good faith
to attempt to agree upon a new provision to carry out the
original intent of the parties to the extent that this is
reasonably permitted.
36. FORCE MAJEURE
Notwithstanding anything in this Agreement to the contrary, neither
party shall be held responsible for any delay or failure in
performance hereunder caused by fires, strikes, embargoes,
governmental requirements, civil or military authorities, Act of God
or by public enemy, act or omission of common or private carriers or
other causes beyond such party's reasonable control and without such
party's fault or negligence (each such event being called a
"Contingency"). Each party shall promptly notify the other party in
writing of any Contingency which occurs during the term of this
Agreement and which Contingency impairs such party's ability to
perform its obligations pursuant to this Agreement.
25
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37. EXPORT REGULATIONS
With respect to exportation or re-exportation of any Private Label
Licensed Program or any portion thereof from the United States,
Inspire agrees not to export or permit exportation outside of the
United States without first (i) obtaining any required written
permission to do so from the United States Office of Export
Administration and other appropriate governmental agencies of the
United States, or (ii) complying fully and strictly with all
requirements of any general license exempting the exportation from the
requirement for that permission.
38. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and supersedes all
prior understandings, agreements, proposals or discussion between
them, and neither of the parties shall be bounded by any conditions,
definitions, warranties, understandings or representations with
respect to such subject matter other than as expressly provided
herein, or as duly set forth on or subsequent to the effective date
hereof in writing and signed by a duly authorized representative of
each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its duly authorized representatives, the day, month and
year first before written.
COVER-ALL SYSTEMS, INC. INSPIRE INSURANCE SOLUTIONS, INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXXX X. XXXX
----------------------- -----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxx
--------------------- ---------------------------
Title: President Title: E.V.P. - C.I.O.
-------------------- --------------------------
26
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SCHEDULE A
LISTING OF DESIGNATED EQUIPMENT
SPECIFICATION OF COMPUTER EQUIPMENT (AND ASSOCIATED SOFTWARE) WHICH IS
CAPABLE OF SUPPORTING AND EXECUTING THE LICENSED SOFTWARE:
27
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SCHEDULE A TO SOFTWARE LICENSE AND SERVICES
AGREEMENT
HARDWARE AND SOFTWARE COMPONENTS ESSENTIAL FOR THE PROPER OPERATION AND
EXECUTION OF THE SOFTWARE LICENSED PURSUANT TO THIS AGREEMENT
PC WORKSTATION
IBM PS-2 MODEL 486/33 OR HIGHER OR A 100% FULLY COMPATIBLE EQUIVALENT MODEL
W/16 Mb RAM
DOS VERSION 6.2
WINDOWS 3.1 (+) or WINDOWS 95(+)
HARD DISK OF MINIMUM 250MB SIZE
SVGA COLOR MONITOR
CD ROM DRIVE
PC FILE SERVER
PENTIUM 1OOMHz OR GREATER
EXTENDED MEMORY OF 48 Mb OR GREATER
DOS 6.2
WINDOWS 3.1 (+) OR WINDOWS 95(+)
NOVELL NETWARE 386 VERSION 3.12
HARD DISK OF 1 GIGABYTE OR GREATER DEPENDENT ON NUMBER AND TYPE OF POLICIES
MONOCHROME OR COLOR MONITOR (VGA)
MODEM WITH BAUD SPEED OF 28,88OKBS OR HIGHER AT EACH SITE
29
CARBON COPY COMMUNICATIONS SOFTWARE (VERSION 6.1) INSTALLED AT EACH SITE (other
communications software may be used as long as approved in writing by CSI)
HEWLETT PACKARD LASER PRINTERS: MODEL IIISi AND UP
ORACLE DATABASE VERSION 7.3.2.1.0 (or higher)
ORACLE 2000 RUNTIME VERSION 4.5.6.5.5
THE ABOVE HARDWARE AND SOFTWARE SPECIFICATIONS ARE REQUIRED FOR THE CURRENT
VERSION OF THE SOFTWARE. SUBSEQUENT VERSIONS OF THE SOFTWARE MAY REQUIRE
UPGRADE OF THE ABOVE COMPONENTS AND/OR ADDITIONAL COMPONENTS IN ORDER TO
FACILITATE PROPER OPERATION.
THE FOLLOWING ARE OPTIONAL BUT RECOMMENDED
DATABASE SERVER
PENTIUM 100 Mhz OR HIGHER
64 Mb RAM
2 GB HARD DRIVE
NETWORK PRINT SERVERS(S)
PENTIUM 100 Mhz OR HIGHER
32 Mb RAM
1 GB HARD DRIVE
30
SCHEDULE B
LANGUAGE PROVISIONS TO BE INCORPORATED INTO THE END USER AGREEMENT FOR THE
PROTECTION OF CSI TRADE SECRET AND PROPRIETARY INFORMATION AS PROVIDED FOR BY
THE PROVISIONS OF SECTION 10.4 OF THIS AGREEMENT
DEFINITIONS
"Software" shall mean the object code version of the Inspire software programs
(listed and described in Schedule A hereto) (and any and all Updates, ISO/NCCI
Updates,) for use on the designated computer equipment listed and described in
Exhibit A hereto.
"Proprietary Information" shall mean Software, Updates, ISO/NCCI Updates, all
related documentation, technical and user manuals and any other information
which is confidential to Inspire and/or its licensors.
X. LICENSE
X.l Inspire grants to Customer a personal, non exclusive, non transferable,
license for the duration of the License Term (unless terminated as herein
provided) to use the Software (including any related documentation) furnished
by Inspire to Customer pursuant to this Agreement, solely for Customer's
internal data processing requirements and for use on the Customer's data
processing equipment and at the Customer site or sites more particularly
described in Exhibit A to this Agreement.
X.2 Customer shall not modify, decompile, disassemble or reverse engineer any
Software licensed to Customer pursuant to Section X.1 above and Customer shall
make and maintain no more than one (1) archival copy of each such Software
item. Each such copy shall be marked and contain all notices and legends which
appear on the original thereof and shall in all respects be subject to the same
terms, conditions and restrictions which govern the original thereof.
X.3 If the Customer desires to use the Software at a Customer site or sites
other than those listed in Exhibit A hereto or to execute the Software on data
processing equipment other than that specified in Exhibit A hereto, then
Customer shall request prior written approval thereof from Inspire. Inspire
will then advise Customer whether and under what terms and conditions Inspire
will license the Software with respect to any such Customer request.
X.4 This Agreement does not transfer to the Customer title to any intellectual
property comprised or contained in any Proprietary Information.
Y. PROPRIETARY INFORMATION
Y.1 Customer will keep Proprietary Information in confidence and protect the
same from disclosure to third parties and restrict its use as provided for by
this Agreement. Customer acknowledges that the unauthorized disclosure of
Proprietary Information may cause substantial economic loss to Inspire or its
licensors. All materials containing Proprietary Information shall be marked as
"Proprietary", "Confidential", "Restricted" or in a similar manner which gives
notice of the proprietary nature of the materials. Customer shall not copy
Proprietary Information in whole or in part, except in connection with
Customer's authorized use of Proprietary Information. Customer shall xxxx each
such copy, including any storage media, with all notices and legends, which
appear on the original.
Y.2 Upon the termination of this Agreement, for whatsoever cause, Customer will
destroy (and provide written certification of such destruction to Inspire) or
return to Inspire all Proprietary Information and any and all copies thereof.
Y.3 Customer shall inform its employees as to the provisions of this Section Y
and of Customers obligations hereunder and instruct its employees so as to
ensure that such obligations are met.
Y.4 The provisions of this Section Y shall survive the termination of this
Agreement for whatsoever cause.
28
31
EXHIBIT A
NON DISCLOSURE AGREEMENT
THIS NON DISCLOSURE AGREEMENT is made as of ____________ (the "Effective Date")
by and between INSPIRE INSURANCE SOLUTIONS, INC. ("INSPIRE") having offices at
______________________________________________ and ___________________________
(the "COMPANY") having offices at ____________________________________________
WHEREAS:
(1) INSPIRE and the Company are desirous of evaluating a possible business
relationship between INSPIRE and the Company (the "Evaluation");
(2) In connection with the conduct of the Evaluation by the parties hereto
it may be necessary for either party to disclose (the "Disclosing Party") to
the other party (the "Receiving Party") certain information which is
proprietary and/or confidential to the Disclosing Party;
(3) INSPIRE and the Company have each acknowledged and agreed that any and
all of their respective proprietary and/or confidential information shall be
made available, used and safeguarded strictly in accordance with and subject to
the terms and conditions hereinafter appearing.
ACCORDINGLY IT IS HEREBY AGREED AS FOLLOWS:
1. INFORMATION
As used in this Agreement the term "Information" shall mean any and all
information of whatsoever kind (whether in machine readable or visually
readable form) which is confidential and/or proprietary to the Disclosing
Party, including, without limitation, all technical specifications, drawings,
schematics, models, computer programs, systems design specifications, systems
architecture specifications and/or business, financial or marketing plans or
data, and any and all copies of Information that are provided by either party
to the other, now or in the future, in accordance with the terms of this
Agreement. If Information is disclosed orally, the Disclosing Party shall
clearly identify the Information as being proprietary and/or confidential at
the time of disclosure and shall reduce such oral disclosure to written
tangible form to be furnished to the Receiving Party within fifteen (15) days
of the date of such oral disclosure. Any tangible material which is derived
from Information shall be deemed to be Information for the purposes of this
Agreement.
2. MARKING OF INFORMATION
All Information (whether machine readable or visually readable) furnished by
either party to the other, pursuant to this Agreement, shall be marked with a
label or legend denoting that it is "Confidential", "Proprietary", "Restricted"
or similarly marked so as to indicate that such Information is not intended to
be, nor is to be, disclosed to any other person or entity.
29
32
3. USE OF INFORMATION
INSPIRE and the Company each acknowledge and agree that they shall not use
Information for any purpose other than the conduct of the Evaluation in
accordance with and subject to the terms and conditions of this Agreement.
Neither party shall disclose, or otherwise make available, Information (whether
in whole or in part) to any third party, except for those employees (of INSPIRE
or Company, as applicable) or to attorneys or consultants (to INSPIRE or
Company, as applicable) who: (1) have a need to know Information for the
purposes of advising the Company in connection with the Evaluation, and (2)
have agreed in writing (prior to the disclosure of any Information):
[i] to be in bound accordance with the terms of this Agreement
with respect to the use and safeguarding of Information; and
[ii] not to disclose or otherwise make Information available
to any other person or entity.
4. COPIES OF INFORMATION
The parties hereto each acknowledge and agree that they will not make copies of
Information (disclosed to either party pursuant to this Agreement) except to
the extent necessary to conduct the Evaluation. Each party shall keep a log
which records: (1) the date that any copy of Information is made, (2) the
nature of the Information copied, (3) the number of copies made, (4) the name
of the person making the copy, and (5) the name of the person(s) to whom the
copy was distributed.
5. RETURN OF INFORMATION
As soon as the Receiving Party no longer has a need to use Information for the
purposes of the Evaluation, or upon the request of the Disclosing Party,
whichever occurs first, the Receiving Party shall:
[i] immediately cease using and promptly return any and all
Information (and any and all copies thereof) to the Disclosing
Party; and
[ii] destroy all writings or other data or materials, of
whatsoever kind, created by the Receiving Party and containing
or based upon or reflecting Information, including, without
limitation, any and all copies thereof, whether in machine
readable or visually readable form.
6. COURT OR GOVERNMENTAL ORDER
The Receiving Party shall not be prohibited from disclosing Information
pursuant to a valid and effective order issued by a court of competent
jurisdiction or governmental authority having appropriate statutory powers, but
any such disclosure shall be made only to the extent so ordered and only if the
Receiving Party timely notified the Disclosing Party prior to such disclosure
so that the Disclosing Party may intervene in response to any such order for
disclosure.
7. NON APPLICABILITY OF OBLIGATIONS
The obligations and limitations set forth in this Agreement shall not apply to
Information which is:
[i] at any time available to the public other than as a
consequence of a breach of this Agreement by the Receiving
Party;
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33
[ii] at any time rightfully received (by one of the parties
hereto) from a third party which has the right to transmit and
does transmit such Information to INSPIRE or the Company, as
the case may be;
[iii] rightfully known to the party receiving such Information
without any limitation on use or disclosure prior to receipt
of such Information, as substantiated by a writing predating
the date of this Agreement;
[iv] independently developed by personnel of INSPIRE or the
Company, as the case may be, who have not had any access
whatsoever to Information.
8. TITLE
Title and/or the right to possess Information shall remain in the Disclosing
Party, except for the express rights relating to the limited possession of
Information which are granted by this Agreement
9. GENERAL PROVISIONS
(a) This Agreement is not intended to create and shall not be construed as
creating a joint venture, partnership or any other kind of business
relationship between the parties hereto.
(b) No delay on the part of either party in exercising any right under
this Agreement shall operate as a waiver of any such right.
(c) This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey. No provision or term of this Agreement
shall be construed against any party because that provision or term (including
any and all amendments thereof) was drafted by or at the direction of such
party.
(d) Neither party makes any representation or warranty to the other as to
the accuracy or completeness of any Information furnished to the other party
pursuant to this Agreement and neither party shall have any liability
whatsoever to the other with respect to or resulting from the other party's use
of Information.
(e) In the event that any provision of this Agreement is held to be
invalid, unenforceable or illegal, the validity, enforceability or legality of
the remaining provisions shall not be in any way affected or impaired thereby.
(f) This Agreement sets forth and states the entire agreement between the
parties with respect to the subject matter hereof and supersedes any and all
prior agreements, understandings (whether written or oral) with respect to the
subject matter of this Agreement.
(g) This Agreement may not be amended except by a writing signed by a duly
authorized representative of each of the parties hereto.
INSPIRE INSURANCE SOLUTIONS, INC. THE COMPANY
By: By:
------------------------------ -------------------------------
Name: Name:
---------------------------- -----------------------------
Title: Title:
--------------------------- ----------------------------
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34
EXHIBIT B
COVER-ALL TECHNOLOGIES INC.
CLASSIC PRICE BOOK
CONFIDENTIAL
35
------------------------------------------------------------------------------------------------------------------------------------
COVER-ALL TECHNOLOGIES INC. COVER-ALL CLASSIC PRODUCT PRICE LIST CONFIDENTIAL**
------------------------------------------------------------------------------------------------------------------------------------
CURRENT/
PLANNED AVAIL BASE
PRODUCT NAME DESCRIPTION STYLE NO. VERSION DATE DEPENDENCIES LICENSE
------------------------------------------------------------------------------------------------------------------------------------
Classic Shell Classic Pol. Ad. Shell - DOS or 4.1D or
Windows CSHL01 4.1W Available CTOOLS** Confidential
------------------------------------------------------------------------------------------------------------------------------------
Classic - GUI CSHL03 5.0G 2Q98 CSHL04 Confidential
------------------------------------------------------------------------------------------------------------------------------------
Development Tools CTOOLS Available CSHL01 Confidential
------------------------------------------------------------------------------------------------------------------------------------
one or more
CTOOLS LOB's listed
Plus Available below Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CPP (PR, GL,
CR & IM) CPP CPP1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
CPP + CA and GA as part of
package CCL001 Available CPP1; CA1; CSHL01 Confidential
------------------------------------------------------------------------------------------------------------------------------------
MONOLINES COMMERCIAL PROPERTY PR1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
TEXAS PROPERTY - GBS or ISO PR-TX Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL GENERAL LIABILITY GL1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
CRIME CR1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
INLAND MARINE IM1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
CA W/GARAGE CA1 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
CA TEXAS CA-TX Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
WORKERS COMPENSATION WC01 Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
WORKERS COMPENSATION TEXAS WC-TX Available Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
MIN. BASE PER STATE
PRODUCT PER STATE MAX. BASE ANNUAL ANNUAL
NAME LICENSE LICENSE MAINTENANCE MAINTENANCE NOTES:
------------------------------------------------------------------------------------------------------------------------------------
"License applies if purchased
Classic Shell for self-development
------------------------------------------------------------------------------------------------------------------------------------
Demonstrable with WC & CA
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
for up to 3
Development Tools LOB
------------------------------------------------------------------------------------------------------------------------------------
for up to 3
LOB
------------------------------------------------------------------------------------------------------------------------------------
Per LOB
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CPP (PR, GL,
CR & IM) Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
MONOLINES Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
???
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Confidential Confidential Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
Page 1
36
-----------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE] OVERTIME POLICY [ILLEGIBLE]
-----------------------------------------------------------------------------------------------------------------------------------
BOP BOP01 9/1/97 Confidential Confidential Confidential Confidential
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Personal Auto
-----------------------------------------------------------------------------------------------------------------------------------
PERS AUTO PA1 tbd Confidential Confidential Confidential Confidential
-----------------------------------------------------------------------------------------------------------------------------------
PA-NON STAND PANS01 tbd Confidential Confidential Confidential Confidential
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Confidential 7 states available
-----------------------------------------------------------------------------------------------------------------------------------
50 states available
-----------------------------------------------------------------------------------------------------------------------------------
Personal Auto
-----------------------------------------------------------------------------------------------------------------------------------
Confidential Available for PR only
-----------------------------------------------------------------------------------------------------------------------------------
Confidential
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 2
37
COVER-ALL TECHNOLOGIES INC. COVER-ALL CLASSIC PRODUCT PRICE LIST. **CONFIDENTIAL**
====================================================================================================================================
HOMEOWNERS (ISO)
------------------------------------------------------------------------------------------------------------------------------------
* HOMEOWNERS HO1 tbd Confidential Confidential Confidential Confidential Confidential Available for
(HO) PR only
------------------------------------------------------------------------------------------------------------------------------------
DWELLING FIRE
* Xxxxxxxx XX0 tbd Confidential Confidential Confidential Confidential Confidential Available for
Fire (DW) PR only
------------------------------------------------------------------------------------------------------------------------------------
RATING ONLY
* All Standard The same pro-
Lines of Style # ducts are used
Business + RO Confidential w/ printing
suppressed.
------------------------------------------------------------------------------------------------------------------------------------
MULTI-LINE DISCOUNT
* 2 Lines of Business Confidential Confidential
3 Lines of Business Confidential Confidential
4 or more Lines of
Business Confidential Confidential
------------------------------------------------------------------------------------------------------------------------------------
PRICING NOTES:
1 All Prices in US dollars
2 Per state prices apply to supported states (See supported
states)
3 All prices are for one site
4 Terms of Payment: Read Policy Manual
5 Base License Fee includes 1 day initial installation &
Shell training/setup/1 Day of Train the trainer for most
products; 2 days for CPP
6 Prices are for Rating and Issuance
7 All items (*) are subject to review; new product lines
MAINTENANCE:
Frequency of Bureau changes and complexity of the LOB affect
Maintenance.
The maximum base License reflects a 20% discount off the
maximum number of states.
Included in Maintenance:
ISO/NCCI Rates, Rules & Forms
bug fixes
regular releases on CD
Help Desk - Reporting SPRs and
answering questions
QA of products
LICENSE
The License for the above products include the Shell.
NEEDS TO BE INCLUDED IN PRICE BOOK:
Additional site license
ballparks for custom products
Oracle License; prices based on ISAM
Page 3
