EX-10.1 2 d356325dex101.htm MASTER DATA PROCESSING SERVICES AGREEMENT MASTER DATA PROCESSING SERVICES AGREEMENT CUSTOMER INFORMATION Legal Customer Name Rockland Trust Company Executive Contact Name Edward Jankowski Street Address 288 Union St. Title...
Exhibit 10.1
MASTER DATA PROCESSING SERVICES AGREEMENT
CUSTOMER INFORMATION
Legal Customer Name | Rockland Trust Company | Executive Contact Name | Xxxxxx Xxxxxxxxx | |||
Street Address | 000 Xxxxx Xx. | Title | Chief Technology and Operations Xxxxxxx | |||
Xxxx, Xxxxx, Xxx | Xxxxxxxx, XX 00000 | Phone | 000-000-0000 | |||
xxxxxx.xxxxxxxxx@xxxxxxxxXxxxx.xxx |
This Master Data Processing Services Agreement, including the attached Terms and Conditions and Order Forms (the “Agreement”) is effective upon countersignature by an officer of Q2 Software, Inc. below (“Effective Date”), and is made by and between Q2 Software, Inc., a Delaware corporation having a place of business at Echelon IV, 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxx 00000 (“Q2”) and the party designated below (“Customer”). In consideration of the mutual covenants made and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Q2 and Customer hereby agree to the terms hereof. The parties intend and agree that a photocopy or facsimile of a signed document (including this Agreement) shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an original document for all purposes.
Attachments
Terms and Conditions
Exhibit A – Fee Schedule
Exhibit B – Authorization Agreement for ACH Payments
Exhibit C – Service Level Agreement
Exhibit D – Conversion Services Schedule
ROCKLAND TRUST “CUSTOMER” | Q2 SOFTWARE, INC. | |||
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TERMS AND CONDITIONS
“Commencement Date” is the date agreed upon by Q2 and Customer during the project kick-off and is defined as when installation, deployment and testing of Q2 Online Banking has been completed and is operational for commercial use by Customer and Customer’s customers. The parties will be jointly responsible for and will use continued, diligent and commercially reasonable efforts to achieve a Commencement Date of October 12, 2012. Each party will commit sufficient time, personnel and resources to achieve the Commencement Date and will immediately notify the other party in writing if at any time, they reasonably believe that the other party is not committing sufficient resources toward achieving that Commencement Date.
“Core Elements” includes balance inquiry, transfers of funds, connectivity to the Customer’s core vendor and xxxx payment, if purchased.
“Customer Data” means Customer’s data that is transferred, received or processed by the Q2 Services.
“Documentation” means Q2’s then-current on-line help, user manuals, reference manuals, guides and other written materials made generally available by Q2 to its customers describing proper use and functionality of the Q2 Services.
“Error” means a reproducible failure of the Q2 Services to conform substantially in accordance with the Documentation. Error does not include a nonconformity or defect caused by: (i) use of the Q2 Services other than as described in this Agreement and the Documentation; (ii) any hardware, network, or operating system change or malfunction relating to equipment other than the Q2 System; (iii) any interaction of the Q2 Services with systems, hardware, or software not authorized in writing by Q2 (including any customizations to otherwise authorized systems or software); or (iv) any modification to Customer’s systems interacting with the Q2 Services.
“Fees” shall mean the fees set forth in any Order Form.
“Intellectual Property Rights” means any patent rights, copyrights, trade secrets, trademarks, service marks, know-how, and any other similar rights or intangible assets recognized under any laws or international conventions and in any country or jurisdiction in the world, and all present and future registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing.
“Order Form” means Q2’s standard form (the first of which is attached hereto) which the parties enter into from time to time as an addendum to this Agreement for the purchase of additional services and/or products by Customer, and which specifies at a minimum the service and/or product, applicable fees, and quantity, each such Order Form to be incorporated into and to become a part of this Agreement upon execution by the parties. In the event of a conflict between the terms of this Agreement and the terms of an Order Form, the terms of the Order Form shall prevail.
“Q2 Services” shall mean the data processing services and other services proprietary to Q2 described herein and in any Order Form.
“Q2 Site” shall mean the site of the Q2 computer networks and software that Q2 uses to perform the Q2 Services.
“Q2 System” shall mean the computer hardware and software at the Q2 Site and the communications network linking the Q2 Site to Customer, as described herein, all of which Q2 shall use to provide the Q2 Services.
“Regulatory Requirements” shall include, any and all Federal, State and local laws, rules and regulations and regulatory guidance from time to time issued by Customer’s regulators that are or may reasonably be applicable to this Agreement, the Q2 System and Customer’s use of the Q2 Services, including without limitation the Xxxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. 6801, et seq.) and the Massachusetts Privacy Act (MGL c. 93H) as they may be amended, and any regulations adopted thereunder.
“Service Level Agreements” means the performance standards of the Q2 banking system specified on Exhibit C.
“Software” shall mean the Q2 banking system software that resides at the Q2 Site and that Q2 uses to provide the Q2 Services purchased by Customer hereunder.
“Standard Deployment Services” include configuration and implementation of the online banking environment, interface to Customer’s core vendor and applicable Third Party Services, testing and training.
“Third Party Services” are services provided through Q2 to Customer via third party providers (“Providers”) who are under written agreement to provide such services.
1. | Q2 SERVICES |
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1.4 Disaster Recovery. Q2 shall maintain off-site disaster recovery capabilities which permit Q2 to recover from a disaster within ******* hours and continue providing the Q2 Services to Customer. An executive summary of the current disaster recovery plan, which may change from time to time, is available upon request from Q2. Q2 shall test the operation and effectiveness of its disaster recovery plan at least once per calendar year. Should customer elect to purchase Advanced Disaster Recovery, then that service supersedes this standard provision.
2. | FEES |
3. | DATA PROCESSING |
3.2 Transmission of Data. Until such time as Q2 is in possession of Customer’s Data, Customer assumes all responsibility, expense and risk of loss for transmission of data to and from the Q2 Site. Q2 shall not be liable to Customer for any damages resulting from or related to any failure of transmission or transportation of data and/or media to the Q2 Site, including, but not limited to loss of data or delay in the delivery of the Q2 Services arising out of such loss or failure. Q2’s sole responsibility in the event of a failure of transmission or transportation of data and/or media shall be to re-perform the Q2 Services following Customer’s re-transmission of the Customer Data.
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4. | COMMENCEMENT OF SERVICES |
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fees from Providers, provided that Customer may cancel the affected Third Party Services by written notification to Q2 within thirty (30) days of the first invoice from Q2 reflecting such fee increases or changes. Customer shall reimburse Q2 for any Provider fees or charges incurred by Q2 at Customer’s request. Customer shall not use the trade names, trademarks, service marks, logos, or other proprietary marks of any Provider in any advertising, marketing, public statement, or trade display without the prior written approval of Q2. Customer acknowledges that the continued availability of Third Party Services is not within the control of Q2 and therefore agrees that Q2 may cancel and cease to provide any Third Party Services with a minimum of thirty (30) days prior notification at any time without liability to Customer provided that Q2 shall reasonably assist Customer in identifying an alternative Provider of the Third Party Services with whom Customer may contract directly for such services. In the event a Third Party Service commencement date precedes the Q2Online Commencement Date, Customer agrees to pay for such Third Party Service and agrees that the term of this Agreement shall begin upon Q2Online Commencement Date. Customer is responsible for procuring at Customer’s expense any third-party software licenses and other hardware and equipment as specified by Q2 for correct use of the Q2 Services; any such items specified above as being provided by Q2 are provided subject to the terms and conditions of the Agreement applicable to “Third Party Products”. In the event Q2 replaces a Third Party Service Provider, Customer may request a Vendor Management Report applicable to such Provider. Within thirty (30) days of receiving such report from Q2, Customer may terminate the applicable replacement Third Party Service without penalty.
5. | SUPPORT SERVICES |
5.1 Technical Support. Q2 shall provide Customer the following Technical Support services: (i) telephone access for technical support twenty-four (24) hours a day, three hundred-sixty five (365) days a year; (ii) analysis and correction of Errors, and (iii) modification of an interface when such modification results from a mandatory upgrade required by another of Customer’s vendors and Q2 has determined in its sole discretion that such vendor upgrade will materially affect the performance of the interface.
6. | CUSTOMER RESPONSIBILITIES |
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Q2 Services, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Q2 exercises no control over the information passing through the Q2 Services and that it is Customer’s responsibility to ensure that the information it transmits, receives, views, and displays complies with all applicable laws and regulations and does not infringe the Intellectual Property Rights or other rights of Q2 or third parties. Customer acknowledges that it has the sole responsibility other than those controls embedded in the Software for ensuring that user accounts shall only be used by the person for whom such account was created or other authorized personnel. Customer shall: (i) report to Q2 immediately any unauthorized use of any password or account or any other known or suspected breach of security; (ii) immediately report to Q2 and use reasonable efforts to stop any misuse of the Q2 Services that is known or suspected by Customer; and (iii) not impersonate another user or provide false identity information to gain access to the Q2 Services.
6.6 Regulatory Requirements. Customer is solely responsible for Customer’s compliance with Regulatory Requirements applicable to Customer’s operations as a financial institution, including Customer’s retention of data processing services from Q2 hereunder. Customer is solely responsible for notifying any governmental agency that Customer has entered into this Agreement and identifying those records to which this Agreement shall apply. Customer shall be solely responsible for notification to any governmental agency of material changes to this Agreement or the Q2 Services and of the termination of this Agreement. Following an internal or external audit or examination, Customer agrees to provide Q2 with such information contained in each applicable report pertaining to the Q2 Services, if and only if Customer is permitted by law or the policy of the governmental agency to share such information.*********
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6.7 Interface Specifications. Customer is responsible for providing the specifications and documentation, subject to applicable third party confidentiality requirements, to enable Q2 to develop and support the interfaces licensed by Customer hereunder between the Software and Customer’s other data processing software applications and services. Customer shall make reasonable efforts to obtain the cooperation of Customer’s vendors in providing such information and documentation to Q2. All interfaces provided by Q2 will interface with the API layer or other middleware application layer as designated by Customer’s vendor; Customer’s vendor may require Customer to purchase a license to vendor’s API or other middleware software to enable operation of the interface provided by Q2.********************************************************************************************************
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7. | TERM |
8. | TERMINATION OF AGREEMENT |
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Termination Effective During Initial or Renewal Term | Percentage | |||
******* | ****** |
9. | WARRANTY |
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10. | INTELLECTUAL PROPERTY |
All Customer Data is and shall remain the property of Customer, and Q2’s right to use Customer Data is limited to the use reasonably necessary to perform its obligations hereunder, including compliance with applicable law. Customer acknowledges and agrees that, except as expressly set forth herein, Q2 and its licensors retain all right, title and interest in and to the Q2 Services, the Software, and the Documentation. If Customer suggests features, functionality, or performance that Q2 subsequently incorporates into the Q2 Services or Software or any other Q2 product, Customer hereby grants Q2 a worldwide, non-restricted, non-exclusive, royalty-free, perpetual right and license to use and incorporate such suggestions into the Q2 products for Q2’s commercial purposes, which license shall survive termination of this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Q2 Services or the Intellectual Property Rights owned by Q2. The Q2 name and logo and Q2 product names are trademarks of Q2 or third parties, and no right or license is granted to use them. Q2 and/or its affiliates have the sole rights to register the Q2 Services, Software, Documentation, Q2 product names and logos for purposes of copyrights, trademarks, service marks, patents or otherwise. Customer shall not remove any notices of such copyrights, trademarks, service marks, patents or other notices from the Q2 Services.
11. | CONFIDENTIAL INFORMATION AND PRIVACY |
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notify Customer of the existence and extent as known of such compromise, provided that Q2 may delay notification if specifically instructed to do so by competent legal authority in order to assist in any related criminal investigation. Q2 will provide regular updates to Customer of Q2’s efforts to correct such compromise. Customer has sole responsibility for communicating any notifications received hereunder to Customer’s customers in accordance with applicable law. Subject to Customer’s request to Q2, Q2 will make available to Customer*************************************************, provided that Customer shall treat such report as Q2’s proprietary and confidential information.
12. | LIMITATION OF LIABILITY |
12.1 Subject to any disclaimers or express limitations of liability contained herein, each party agrees to indemnify and hold the other harmless from any and all damages, claims, costs liability and expense (including reasonable attorney’s fees) associated with a breach of its warranties, representations and obligations under this Agreement.
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12.2 NEITHER CUSTOMER, Q2 NOR ITS SUPPLIERS SHALL BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, BUSINESS OR PROFITS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON BREACH OF WARRANTY, CONTRACT, OR NEGLIGENCE IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Q2’S LIABILITY FOR DAMAGES WILL NOT IN ANY EVENT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE ************* MONTHS PRECEEDING ACCRUAL OF THE UNDERLYING ALLEGED CLAIM.**********************************************
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13. | MISCELLANEOUS |
13.3 Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the United States of America and by the laws of the State of Texas, without giving effect to principles of conflicts of law. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The location of any arbitration proceeding shall be Boston, MA if the claim is filed by Customer or Austin, TX if filed by Q2. Notwithstanding the foregoing, Customer agrees Q2 may file an action arising out of Customer’s breach of its payment obligations in this Agreement in Xxxxxx County, Texas.
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shall pass through to Customer any terms and conditions applicable, including warranty terms and license terms in the case of software, as warranted or licensed by the Third Party manufacturer or importer. All software included in Third Party Products is provided subject to the license agreement that is provided by the manufacturer(s). Customer agrees that Customer is bound by such license agreement(s). Customer shall reimburse Q2 for the actual cost to Q2 of all Third Party Products, including packing, shipping, taxes, insurance, and delivery charges. Q2 will not be liable for any delay in delivery or unavailability of Third Party Products. Any warranty with respect to Third Party Products shall be as provided by the manufacturer. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND IN ANY ORDER FORM, Q2 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIRD PARTY PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY Q2 “AS IS” AND “AS AVAILABLE”. If Customer has purchased support services with respect to Third Party Products from Q2, Q2’s sole responsibility shall be to procure and configure Third Party Products and liaise between Customer and the Third Party supplier in respect of any warranty claims. All orders for Third Party Products are non-cancellable and non-returnable to Q2.
13.10 Publicity. Upon prior consent, Customer will be a reference customer and assist Q2 in responding to a reasonable number of inquiries from prospective customers, press, and industry analysts. Q2 may include Customer’s name and logo in customer lists used for marketing purposes. Upon signing, Q2 may issue a high-level press release announcing the relationship and the manner in which Customer will use the Q2 products.
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EXHIBIT A
FEE SCHEDULE
This Exhibit is an addendum to the Q2 Master Data Processing Services Agreement entered into by the parties identified below and having an effective date of , 2012 (the “Agreement”). Upon execution by the parties, this Exhibit shall become incorporated into the Agreement for all purposes, and shall be governed by the terms and conditions of the Agreement in all respects.
Customer Name: | Rockland Trust Company | Term: | 84 months | |||
Asset Size: | $4.9 Billion | Deployment Type: | Q2 Data Center | |||
Core Vendor: | FIS Horizon | Commencement Date: | October 12, 2012 |
Q2eBanking Services | One Time Services Fees | Monthly Subscription Fees | ||||
Q2 Platform | $ | ** | See below | |||
Payments Package | ||||||
Q2 Solutions | ||||||
Personalization Package | ||||||
Third Party/Partner Solutions |
Terms and Conditions
Implementation Fees for any Q2 and Third Party applications or services include one deployment instance of the application or service. Additional instances as well as core vendor conversions and upgrades are subject to additional fees and require a separate Sales Order.
Online Banking includes ***** end users with unlimited Online and Mobile WAP Banking transactions for consumer and commercial end-users. End users are based on each unique login ID and password. Online users will be billed per the following fee schedule per enrolled user per month. Users are based on each unique login ID and password. Pricing assumes minimum commitment of **** users. Q2 will assess a *% increase in monthly subscription fees on an annual basis for any user growth exceeding ***%. CPI Increase. The Fees described in any Schedule or Sales Order Form attached hereto shall be increased as of the first day of January during each year of the Term (the “CPI Adjustment Date”) by an amount equal to the greater of a) **% or b) the increase, if any, in the CPI (as defined below) in effect for December of the immediately preceding calendar year (the “Most Recent Calendar Year”) over the CPI in effect for December of the calendar year immediately preceding the Most Recent Calendar Year. The term “CPI” shall mean the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1984=100) published by the United States Department of Labor, Bureau of Labor Statistics. CPI Increase will only apply to Q2 Platform Monthly Subscription Fees.
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Alerts and Authorizations include voice and SMS text delivery of secure access codes, password resets, alerts and authorizations; outbound voice alerts will be billed at ***** per minute per month and inbound and outbound SMS text messages will be billed at ***** per SMS per month.
Back Office Admin System (Q2 Central) includes application for management of Q2 eBanking Platform.
CSR Assist allows ability to log on as an end-user from within Q2 Central without having to create a shadow login account.
Customer-to-Customer Transfers allows ability to transfer funds in real time to another Online Banking end-user.
Micro Deposits allows users to verify ownership of external accounts via micro deposits for inter-bank transfers.
Advanced Disaster Recovery – *********** Q2 shall maintain off-site disaster recovery capabilities which permit Q2 to recover from a declared disaster within **** hours and continue providing Q2 Services to Customer with a Recovery Point Objective (“RPO” refers to the window of potential data loss in the event a disaster and is determined by taking the mean of the actual potential window for data loss) of thirty (30) minutes, meaning that data files are replicated at least once every thirty (30) minutes and will result in an average of thirty (30) minutes of data loss in the event of a declared disaster. Includes data backup and hot site in alternate Q2 Data Center, a copy of Customer’s database replicated by log shipping to offsite location on a cycle of thirty (30) minutes or less, a pre-built operating environment at an offsite location (environment is offline but refreshed during each product upgrade cycle), VPN connections from Austin and Las Vegas Data Centers to required location for host access and 24/7 monitoring of the primary environment and application.
Standard End-User Enrollment allows for end-user to submit a web-based form for the purposes of self-enrolling into Customer’s online banking system whereby after submission, Customer’s CSR will receive email notification of end-user’s pre-populated self-enrollment request for review and enabling purposes.
Risk and Fraud Analytics includes ability to monitor logins and user behavior inside the application as well as Q2 Central in order to enable Customer to manage potential at-risk transactions. Standard policy rules are defined by Q2. Data gathering begins at Commencement Date and may require up to ninety (90) days duration prior to reporting availability, however Customer will be billed upon Commencement Date.
Security Alerts and Authorizations includes voice and SMS text delivery of secure access codes, password resets, alerts and authorizations; outbound voice alerts will be billed at $*** per minute per month and inbound and outbound SMS text messages will be billed at $*** per SMS per month.
Test Environment (Post Production) is the build-out of a test system for Customer by Q2 and includes hardware, installation and maintenance of a production-like environment and connectivity to test Customer’s core.
Dashboard includes standard internal elements.
QUOTE University Training includes unlimited access to computer-based core curriculum for up to ten Customer employees; additional employees will be billed at $** per additional employee per month.
Brandable Online Theme available themes include Kids, Gen Y and Senior; Fee Schedule indicates which theme/s Customer has purchased; additional themes will be billed $**** one-time implementation fee and $*** monthly subscription fee per theme and require a separate Sales Order. Each theme includes up to ** professional service hours; additional hours billed at $*** per hour. Additional fees may be required based on Customer’s customizations.
FIS/Metavante Retail Xxxx Pay Integration includes single sign-on to Metavante Retail Xxxx Pay.
FIS/Metavante Business Xxxx Pay Integration includes single sign-on to Metavante Business Xxxx Pay
Xxxxxx Account Opening Integration includes single sign-on to Xxxxxx Account Opening.
Single Sign-On Customer is responsible for providing specifications from target vendor in an industry standard format and securing cooperation with target vendor.
Q2 agrees to honor the following pricing provided that Customer purchases via a separate sales order form no later than forty-five (45) days from the Effective Date of this Agreement:
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Total Deposit Due | $ | ***** | ||
Less: pre-paid deposit paid May x, 2012 | ****** | |||
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Deposit Due Upon Contract Execution | $ | ****** |
Includes all implementation fees and************ months of subscription fees for Q2 Services and Third Party Services; deposit will be applied as a credit towards charges due during first ****** months of the initial term of this Agreement. Project will commence only after deposit has been received by Q2. Please remit via wire transfer according to the following wire instructions:
Wire Instructions | ||||
Account Name: | Q2 Software, Inc. | |||
Company Address: | 0000 Xxxxxxxx Xxxx., Xxxxxxxx XX, Xxxxx 000, Xxxxxx, Xxxxx 00000 | |||
Company Phone Number: | 000-000-0000 | |||
ABA Routing Number: | ************* | |||
Checking Account Number: | *************** | |||
Bank Name: | Plains Capital Bank | |||
Bank Address: | 000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxx, Xxxxx 00000 |
AGREED AND ACCEPTED:
ROCKLAND TRUST COMPANY | Q2 SOFTWARE, INC. | |||
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EXHIBIT B
AUTHORIZATION AGREEMENT FOR ACH PAYMENTS
For our Customers’ convenience, Q2 allows Customers to remit payment via ACH. However, Q2 agrees the Customer is not required to pay by ACH. Customers retain the opportunity to review their Q2 invoice and dispute any items within contractual payment timeframe upon receipt of invoice before Q2 initiates the ACH payment, if payment will occur by ACH. To authorize Q2 to ACH debit for payment of services, please complete the form below:
This Exhibit is an addendum to the Q2 Master Data Processing Services Agreement entered into by Q2 Software, Inc. (“Q2”) and the parties identified below and having an effective date of , 2012 (the “Agreement”). Upon execution by the parties, this Exhibit shall become incorporated into the Agreement for all purposes, and shall be governed by the terms and conditions of the Agreement in all respects. Customer hereby authorizes and agrees to pay for all monthly data processing services by ACH payment as outlined in Section 2.1 of the Agreement. Customer retains the opportunity to review their Q2 invoice and dispute any items within timeframe established. Q2 is hereby granted authorization to initiate recurring ACH debit entries for all monthly fees and charges to Customer’s account at the depository financial institution listed below hereafter named “Financial Institution”. Customer and Q2 acknowledge that the origination of ACH transactions must comply with the provisions of United States of America law. This authorization is effective and in full force until Q2 and Financial Institution has received written notification from Customer of its termination in such time and in such manner as to afford Q2 and Financial Institution a reasonable opportunity to act on it. Customer agrees to direct such notification to the Chief Financial Officer of Q2 at 0000 Xxxxxxxx Xxxx., Xxxxxxxx XX, Xxxxx 000, Xxxxxx, Xxxxx 00000.
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EXHIBIT C
SERVICE LEVEL AGREEMENT
This Exhibit is an addendum to the Q2 Master Data Processing Services Agreement entered into by the parties identified below and having an effective date of , 2012 (the “Agreement”). Upon execution by the parties, this Exhibit shall become incorporated into the Agreement for all purposes, and shall be governed by the terms and conditions of the Agreement in all respects.
Customer Name: | Rockland Trust Company | |
Core Vendor: | FIS Horizon |
1. | SYSTEMS AVAILABILITY. Applies to those systems provided by Q2 for access by Customer. System Availability is the ratio of minutes those production systems are available (excluding regularly scheduled maintenance) in a calendar month to the total number of minutes in that calendar month. Problems or outages associated with systems or providers outside of Q2’s control, such as, but not limited to, ISPs, or from 3rd party application integration (e.g., check image retrieval, xxxx payment, statement image retrieval, check ordering, core processing) are not included in this service component. Q2 shall not be liable to Customer to the extent that a breach by Customer of its obligations under this Agreement results in Q2’s failure to perform the Services in accordance with this SLA. Performance Objective: ******% availability in a calendar month. Penalty: ***% of monthly subscription fees for Q2 Services per ***% below the performance objective for the impacted month. Monthly reporting on Systems Availability is available at customer portal. In the event that there are ****** or more months in a ****** month period which the Monthly System Availability rate falls below ***%, in addition to the aforesaid performance credits as applicable, Customer shall have the right to terminate the Q2 Services upon providing Q2 with ****** days prior written notice. In the event of a termination by Customer under this provision, neither party shall owe the other any further obligation, liability or debt under this Agreement, except for the return or refund of any unearned deposit and except for any obligations under Sections 8 through 13 which shall survive termination. |
2. | CORE COMPATIBILITY. During the term of the Agreement, ***************** |
3. | UPGRADE AVAILABILITY. Q2 agrees to allow Customer to participate in any early adopter programs associated with new releases of Q2 Services. |
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************* | ************************** ****************************** ************************* ****************************** | ****** | ****** | **************** ************** | **** | |||||
**** | ****************************** **************** *************** | ****** | ****** | **************** | ****** |
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EXHIBIT D
CONVERSION SERVICES SCHEDULE
This Exhibit is an addendum to the Q2 Master Data Processing Services Agreement entered into by the parties identified below and having an effective date of , 2012 (the “Agreement”). Upon execution by the parties, this Exhibit shall become incorporated into the Agreement for all purposes, and shall be governed by the terms and conditions of the Agreement in all respects.
Customer Name: | Rockland Trust Company | |
Core Vendor: | FIS Horizon |
1. | Standard Deliverables |
a. | Data Cuts. Approximately ****** data cuts: one for test and one for final/production. A fourth data cut can be added at the start of the organization readiness phase for limited production for an additional fee of $**** (requires a separate sales order). |
b. | Remote vs. On-Premises Deployment Activities. Q2 will conduct all technical integration activities remotely and will send staff to Customer’s location for a meeting near the project commencement date and the beginning of the Application Testing phase for training and for Commencement/Go-Live day. Customer agrees to reimburse Q2 for all reasonable associated travel expenses. |
c. | Test Environment. Q2’s Pre-Production Test Environment is the build-out of a test system for Customer by Q2 during the pre-implementation phase of deployment and includes hardware, installation and maintenance of a production-like environment and connectivity to test Customer’s core prior to Commencement Date and includes. Q2’s Post-Production Test Environment is the build-out of a test system for Customer by Q2 and includes hardware, installation and maintenance of a production-like environment and connectivity to test Customer’s core. |
d. | Converted Data. Data elements which are typically converted include**************** |
2. | Implementation Project Summary |
a. | Phase 1 (Initiation and Design). This phase charts the course of the project with the customer and is vital in setting expectations. This phase includes scoping the project, conducting a formal kick-off meeting between Customer and Q2 Project Team, identifying project tasks, ownership and due dates, distributing project and procuring hardware and software. With Design, the technical specifications and functional requirements of the system are arrived upon and the roadmap set for actually building the system or feature. Time spent explaining and documenting features in this phase pays off in the next two by not having to re-implement items later. Spend time in the two way demos and understand everything you can about how the Q2 system or feature will solve business problems for the FI. |
b. | Phase 2 (Configuration). Using the hardware and information gathered in Design, the Configuration phase is where the configuration teams begin building the environment to the specifications set in Phase 1. Communication about the major moving parts of the implementation are critical in this phase as the core interfaces are established and legacy customer data is migrated into the new system. |
c. | Phase 3 (Application Testing). Internal QA testing precedes the customer’s first look and evaluation of the product (platform or micro project/feature addition) in this phase. It is extremely important to set the tone for this segment by having the best quality product to have the FI test with and setting the pace for issue discovery with set resolution path and timeline. Left untended UAT can run right up to Go Live. It is important to manage the FI team through a cyclic UAT approach and sign off on its completion to properly enter the next phase. |
d. | Phase 4 (Organizational Readiness). Organizational Readiness is likely the second most important phase as it prepares the FI staff to use, sell and support their new system and/or features. There may be a perceived release |
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of pressure after UAT as most of the “work is now done”, however this last 4-6 weeks before Production day must be used to bake in best practices and product support strategies. Micro adoption sessions are run with employees and early adopter end users. Commercial services education and processing standards are set in this phase and it is the FI’s best (and only) opportunity to get a sense of production day will feel like a step at a time. In addition to training and marketing initiatives, final load tests complete the technical preparation. |
f. | Phase 6 (Transition). The Transition phase is the final phase of the project where the project team supports the FI for 15-30 days post go-live until the system is stable and ready for the formal transition to Q2 Support. The transition to support process is designed to be very smooth for the FI and Q2 Operations by meeting certain requirements in order to be transitioned. |
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