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EXHIBIT 10.16
Agreement Number
382183-9500
Effective Date
02/06/97
UNISYS Marketing Associate
Agreement
THIS AGREEMENT is between Xxxxxx Xxxxxxxxxxx, Township Line and Xxxxx Xxxxxxx
Xxxxx, Xxxx Xxxx, XX 00000 ("Unisys") and:
MARKETING ASSOCIATES
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Name
HomeCom Communications
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Address
Xxxx. 00, Xxx. 000 -- 0000 Xxxxxxxx Xxxx
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City/State/Zip code
Xxxxxxx, XX 00000
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Attention Telephone number Fax number
Xxxx Xxxx 000-000-0000 x000 000-000-0000
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Territory
USA/Canada
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MA ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING THE
NEXT THREE PAGES AND ALL ATTACHED EXHIBITS, AND THAT IT IS NOT ENTERING INTO
THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH
HEREIN.
AGREED AND ACCEPTED MA
Xxxxxx Xxxxxxxxxxx HomeCom Communications
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(MA company name)
/s/ X.X. Xxxxxxx February 06 1997 /s/ Xxxx Xxxx December 9 1996
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(Signature) (Date) (Signature) (Date)
X. X. Xxxxxxx Xxxx Xxxx
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(Printed/typed name) (Printed/typed name)
Director CMO Contracts Executive Vice President
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(Title) (Title)
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TERMS AND CONDITIONS
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1. BACKGROUND
MA has developed and is the owner of a computer software package which will run
on Unisys computer equipment. MA is interested in marketing its computer
software in conjunction with Unisys computer equipment. Unisys is willing to
market its computer equipment in conjunction with MA computer software subject
to the terms and conditions of this Agreement.
2. DEFINITIONS
2.1. "SOFTWARE" means the MA computer software programs which operate with the
Unisys Computer System(s) listed in Exhibit A of this Agreement. The Software
consists of all items listed on Exhibit B of this Agreement and includes all
Corrections, Improvements, and Enhancements, Updates and Upgrades made by or for
MA.
2.2. "DOCUMENTATION" means all materials (and all revisions) relating to the
Software including, but not limited to, operating instructors, input infor-
mation, format specifications, instructional and other documentation, including
guides and manuals.
2.3. "CORRECTIONS" means changes to the Software to make it conform to the
then-current Documentation.
2.4. "IMPROVEMENTS" means additions or changes to the Software intended to
improve performance.
2.5. "ENHANCEMENTS" means new functions or features for the Software which
provide a new capability.
2.6. "UPDATES" means subsequent releases for the Software which incorporate
accumulated Corrections, Improvements and Enhancements together with revised
Documentation for the Update.
2.7. "UPGRADE" means changes to the Software which enable the Software to
operate with changes to Unisys Computer Systems and Unisys Upgrade Systems and
software furnished with such Systems.
2.8. "UNISYS COMPUTER SYSTEM" means the Unisys equipment series listed on
Exhibit A.
2.9. "END-USER" means the entity licensed to use the Software on a Unisys
Computer System for productive data processing.
2.10. "UNISYS UPGRADE SYSTEM" means additional or replacement equipment for a
Unisys Computer System which includes, as minimum, upgrading of the central
processing unit ("CPU") to an expanded capacity CPU with a higher level style
identification such as upgrade of an A6 CPU to an A14 CPU.
3. OBLIGATIONS OF MA
3.1. MA will market the Software for use with the Unisys Computer Systems and
will grant licenses for use of the Software and Documentation directly to
End-Users. At a minimum, MA will perform the following marketing services:
(a) SURVEYING. Analysis of the data processing needs (including issues which
will influence purchase) of prospective End-User.
(b) QUALIFYING. Determination of whether a Unisys Computer System and the
Software is capable of meeting prospective End-User's needs and is economically
feasible for such End-User.
(c) DEMONSTRATING. Demonstration of the Software for prospective End-User.
(d) PROPOSING. Preparation and submission of a proposal for Software for
prospective End-User.
(e) PROPOSAL FOLLOW-UP. Necessary Follow-up on End-User proposal to respond to
questions and provide additional information.
3.2. MA will provide Unisys with (a) material published by MA describing the
Software and (b) an accurate description of the Software including, but not
limited to, the functional specifications and performance characteristics of the
Software suitable for submission to potential End-Users of the Software. The
description of the Software will be updated by MA as frequently as required to
maintain accuracy.
3.3. MA also will provide to Unisys: (a) guidelines for qualification of
potential End-Users of the Software; (b) a detailed description and definition
of the minimum Unisys Computer System configuration required to use the Software
with each Unisys Computer System and guidelines for configuring the Unisys
Computer System used in conjunction with the Software;
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(c) if available, an analysis and comparison of the Software to functionally
similar computer software packages offered by MA competitors; (d) a reasonable
quantity of MA sales brochures for the Software; and (e) if available, benchmark
test results for Software as used with Unisys Computer Systems.
3.4. MA will offer each licensed End-User a Software support and maintenance
agreement in the form attached as Exhibit C of this Agreement (or a subsequent
standard MA support and maintenance agreement generally offered by MA to its
licensees) and provide to End-Users the Software support services listed in
Exhibit D of this Agreement.
3.5. MA will deliver Corrections, Improvements, Enhancements, Updates and
Upgrades for the Software to End-Users in accordance with the terms of the MA
license agreement and/or software support and maintenance agreement signed by an
End-User; provided, however, delivery of Corrections, Improvements and
Enhancements to End-Users will be made no later than the delivery of equivalent
Corrections, Improvement and Enhancements to users licensed to use MA software
functionally comparable to the Software with non Unisys computer systems.
3.6. If the Territory, identified on the face of this Agreement, includes
Canada, MA agrees and is obligated to obtain all legal consents, permits,
licenses and governmental approvals required in order for MA to do business in
Canada.
4. OBLIGATIONS OF UNISYS
4.1. Unisys will distribute to its appropriate sales the sales literature
provided by MA as well as the information provided by MA under 3.2 and 3.3.
4.2. Subject to availability and advance scheduling by MA:
(a) Unisys will use reasonable efforts to make available for use by MA for
demonstration purposes any Unisys Computer System installed in Unisys offices in
the Territory identified on the cover page of this Agreement;
(b) Unisys will provide pre-sales technical assistance to MA for the sole
purpose of defining the capabilities of the Unisys Computer System;
(c) Unisys will register End Users for education courses at Unisys Education
Centers. Such End-Users will pay the then-current Unisys charges for the
selected education courses;
(d) Unisys sales representatives may invite MA to participate with Unisys in
relevant conventions, trade shows and seminars; and
(e) Unisys will provide MA with use of a Unisys facility for MA training of
Unisys sales representatives on industry concepts and sales techniques relating
to the Software.
5. ACCESS TO SOURCE CODE FOR SOFTWARE
5.1. MA will either: (a) offer each End-User a license for the source code for
its Software under terms, conditions and charges as specified in a license
agreement between MA and the End-User; or (b) offer each End-User an escrow
agreement under which the End-User may have access to source code for its
Software for maintenance purposes only in the event MA is no longer able to
provide support and maintenance of its Software in accordance with the support
and maintenance agreement between MA and the End-User. MA will update and
deliver updated software source code to the escrow agent as frequency as
necessary so that the Software source code in the custody of the escrow agent
will be the then-current version reflecting all Corrections, changes,
modifications, Enhancements, Improvements, Updates and Upgrades (including any
modifications made for specific End-User). All deliveries of Software source
code will be accompanied by related Documentation. A breach of MA of its
obligations under the Escrow Agreement will be deemed a breach of this
Agreement.
5.2. If MA is in default (i.e., unable to perform its obligations) under the
terms of its license agreement or software support and maintenance agreement
with an End-User and Software source code has not been provided or delivered to
the escrow agent as provided in Section 5.1 above, MA will, upon written request
from an End-User, deliver copies of the latest updated version of the Software
source code to Unisys and such End-User. The copies of source code delivered by
MA pursuant to this Section 5.2 will be the then-current version of the Software
reflecting all Corrections, changes, modifications, Enhancements, Improvements,
Updates and Upgrades (including any modifications made for the applicable
End-User) and will be accompanied by related Documentation. The source code and
Documentation together are called "Source
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Code Materials" MA hereby grants to Unisys and any End-User obtaining (or
entitled to obtain) access to the Source Code Materials pursuant to this Section
5.2, a royalty-free, nonexclusive license to use, correct, modify, enhance,
improve and update the Source Code Materials (or have the source code Materials
corrected, modified. enhanced, improved and updated) solely for the purpose of
maintaining the Software for any such End-User's use of the Software as licensed
by MA.
6. DEVELOPMENT/DEMONSTRATION
UNISYS COMPUTER SYSTEM
6.1. MA may lease (if available for leasing) or purchase from Unisys one
equipment configuration of each Unisys Computer System listed in Exhibit A at
Unisys then-current published commercial list price (U.S.) less the then-current
MA development/demonstration discount offered by Unisys. MA may also license
software from Unisys at the then-current published commercial list charges
(U.S.) less the then-current MA development/demonstration discount offered by
Unisys. Any such lease, purchase, license and maintenance service shall be
subject to execution of a separate Unisys Consolidated Agreement.
6.2. The Unisys development/demonstration equipment acquired by the MA will not
be leased or resold by the MA for a period of one year (or other applicable
period of time specified in then-current Unisys Marketing Associate policy) from
the date of MA payment for such equipment.
7. FEES
7.1. In consideration of MA's performance of its obligations under this
Agreement, Unisys will pay MA a fee for a Unisys Computer System or Unisys
Upgrade System sold by Unisys to an End-User when (a) the Unisys Computer System
or Upgrade System (as applicable) is sold contemporaneously with the license of
the Software by the MA to such End-User, (b) the MA Software is the principal
software to be used by such End-User as of the time of the initial installation
of the Unisys Computer System or Upgrade Systems (as applicable) and (c) the
End-User would not have acquired the Unisys Computer System or Upgrade System
(as applicable) unless the Software was available for license to the End-User.
No fee will be payable on sales to the United States government or its agencies
(including wholly-owned or mixed ownership corporations) or to End-Users outside
of the Territory identified on the cover page of this Agreement.
7.2. The schedule of fees payable to MA by Unisys is defined in Unisys Marketing
Associate Policy Bulletins. Since Unisys may offer discounts from its published
list prices to meet competition, the fees will be adjusted (as shown in the
Bulletins) based on the amount of discount from list price granted to the
End-User by Unisys. The fees may be changed by Unisys at any time by 30 days
written notice to MA. Any fee change will apply only to proposals submitted to
End-Users after the effective dab of the change.
7.3. The fee will be calculated as a percentage of: (a) the net sale price
charged the End-User by Unisys for Unisys equipment; and/or, (b) the net
Extended Term License Plan Charge charged the End-User by Unisys for certain
Unisys CASE/4GL software specified in Unisys Marketing Associate Policy
Bulletins. The "net sale price" is the then-current published list price for
Unisys equipment less discounts and trade-ins and excludes taxes, delivery
charges, software (other than Unisys CASE/4GL software as specified in Unisys
Marketing Associate Policy Bulletins), services and maintenance charges. The
"net Extended Term License Plan Charge" is the published list Extended Term
License Plan Charge less discounts and exchange credits and excludes taxes,
delivery, installation, and service charges.
7.4. The fee will be payable to MA within 60 days after Unisys has received
payment of the net sale prices for the Unisys Computer System or Upgrade System
from the End-User. Deletion of a Unisys Computer System from Exhibit A pursuant
to Section 16.3 will not affect MA qualification for a fee payable with respect
to any proposal for the Software submitted to an End-User prior to the effective
date of the deletion if the End-User accepts the proposal within 60 days from
deletion.
7.5. In order to receive fee payments under this Agreement, MA must: (a) submit
to the cognizant Unisys sales representative and district manager and to its
Unisys Channel Marketing sales representative written notification of its
involvement in a transaction prior to the End-User's order being placed with
Unisys; and (b) submit a property completed then-current Unisys MAII
Request/Authorization for Fee Payment form to its Unisys Channel Marketing
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sales representative within 30 days after the date of installation of MA's
Software at End-Users site.
7.6. Fees will be payable for Unisys CASE/4GL Products in accordance with the
terms and conditions set forth in Unisys Marketing Associate Policy Bulletins.
7.7. In the event that other Unisys Marketing Associates would also qualify for
a fee under subsection 7.1 in a given sale, there will be only one fee payable
by Unisys (which fee will be equal to the highest single fee due for such sale
to MA or other qualifying Marketing Associate) and Unisys will equitably
apportion the one fee among all qualifying Marketing Associates, as Unisys in
its sole discretion deems fair and equitable.
7.8. Neither party will be entitled to any fees or other compensation (including
expenses) from the other except as set forth in this Agreement and related
Unisys Marketing Associate policy Bulletins.
8. MA WARRANTIES
8.1. MA warrants and represents that it (a) owns all right, title and interest
in, or by license or otherwise has the right to market, the Software and (b)
knows of no claim of infringement of a patent, copyright or other proprietary
right or of improper use or misappropriation of a third party trade secret by
the Software.
8.2. MA warrants that the Software will substantially conform to the description
of the Software delivered to Unisys in accordance with 3.2 above.
8.3. MA warrants and represents that it has the right, without the consent of
any third party, to license the Software to End-Users and to otherwise perform
its obligations under this Agreement.
8.4. MA warrants and represents that it has and will retain a sufficient number
of technically qualified employees to fulfill its contractual obligations to its
End-Users to support and maintain the Software.
9. USE OF TRADEMARKS
Neither party is authorized to use the trade name or any trademark of the other
or to refer to the other party's products or services in any advertisement,
brochure, news release or any document intended for delivery to a third party
without the prior written approval of an officer of the other party.
10. PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION
10.1. Unisys, at its own expense, will defend and indemnify MA and End-Users
against claims that Unisys products furnished to End-Users pursuant to this
Agreement infringe a United States patent or copyright or are subject to claims
of misappropriation of trade secrets protected under United States law, provided
MA (a) gives Unisys prompt written notice of such claims pursuant to Section
16.9, (b) permits Unisys to defend or settle the claims, and (c) provides all
reasonable assistance to Unisys in defending or settling the claims. Unisys will
not defend or indemnify MA or End-Users if any claim of infringement or
misappropriation results from (a) design or alteration of any Unisys product by
End-Users or MA or (b) use of any Unisys product in combination with any non
Unisys product. This Section 10.1 states the entire liability of Unisys and MA's
sole and exclusive remedy for patent or copyright infringement or trade secret
misappropriation with respect to Unisys products.
10.2. MA, at its own expense, will defend and indemnify Unisys and End-Users
against claims that any Software or any part thereof furnished pursuant to this
Agreement infringes a United States patent or copyright or is subject to claims
of misappropriation of trade secrets protected under United States law, provided
Unisys (a) gives MA prompt written notice of such claims pursuant to Section
16.9, (b) permits MA to defend or settle the claims, and (c) provides all
reasonable assistance to MA in defending or settling the claims. Unisys may be
represented by counsel of its own choice at its own expense. MA will not defend
or indemnify Unisys or End-User if any claim of infringement or misappropriation
results from (a) design or alteration of any Software by Unisys or End-Users or
(b) use of any Software in combination with any non-MA product. This Section
10.2 states the entire liability of MA and Unisys sole and exclusive remedy for
patent or copyright infringement or trade secret misappropriation with respect
to the Software.
11. PROTECTION OF INFORMATION
11.1. Neither party shall have any obligation to keep information disclosed by
the other confidential unless the information disclosed is in tangible form
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and clearly marked "proprietary", "confidential", "restricted" or with a similar
notice. Each party will exercise the same degree of care to avoid disclosure of
such proprietary/confidential/restricted information of the other as it affords
to its own similar information, but in no event less than a reasonable degree of
care.
11.2. Information which is marked "proprietary", "confidential", "restricted",
or with a similar notice will be used by the receiving party only as necessary
for the purposes of this Agreement and will be maintained in confidence, during
and after the term of this Agreement, unless the receiving party can prove that
such information: (a) is publicly available other than through a breach of this
Agreement, (b) has been rightfully obtained from a third party with no
obligation of confidentiality, (c) is known or developed independently of the
disclosure by the disclosing party, (d) was already known prior to disclosure by
the disclosing party or (e) was disclosed to a third party by the disclosing
party without imposing an obligation of confidentiality.
12. ARBITRATION
12.1. Subject to Sections 12.2 through 12.5 below, any controversy or claim
arising out of or relating to this Agreement or the breach thereof will be
settled by arbitration before three arbitrators in accordance with the Rules of
the American Arbitration Association ("AAA") then in effect, and judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction. Any such arbitration will be conducted in the city nearest MA's
main U.S. office having an AAA regional office. The arbitrators will be selected
from a panel of persons having experience with and knowledge of electronic
computers and the computer business, and at least one of the arbitrators
selected will be an attorney.
12.2. The arbitrators will have no authority to award punitive damages nor any
other damages not measured by the prevailing party's actual damages, and may
not, in any event, make any ruling, finding or award that does not conform to
the terms and conditions of this Agreement.
12.3. Either party, before or during any arbitration, may apply to a court
having jurisdiction for a temporary restraining order or preliminary injunction
where such relief is necessary to protect its interests pending completion of
the arbitration proceedings.
12.4. Neither party nor the arbitrators may disclose the existence or results of
any arbitration hereunder without the prior written consent of both parties.
12.5. Prior to initiation of arbitration or any other form of legal or equitable
proceeding, the aggrieved party will give the other party at least 30 days prior
written notice in accordance with Section 16.9 describing the claim and amount
as to which it intends to initiate action.
13. TERM, TERMINATION AND CANCELLATION
13.1. This Agreement will begin on this Effective Date specified on the cover
page of this Agreement and continue in effect for a period of 12 months
("Initial Period") and thereafter until terminated according to its terms.
13.2. Unisys or MA may terminate this Agreement without cause as of the end of
the Initial Period or any time thereafter upon at least sixty (60) days prior
written notice.
13.3. Except as provided in Section 13.4 below, if either party breaches this
Agreement, the other may cancel it upon thirty (30) days written notice, unless
the breach is cured within the notice period.
13.4. Unisys may terminate this Agreement at any time upon written notice,
without providing MA with an opportunity to cure, if: (a) there is a change in
control or ownership of MA (or of its parent or any affiliated companies) or if
all or substantially all of the assets of MA are sold; (b) a receiver is
appointed for MA or its property; (c) MA becomes insolvent or unable to pay its
debts as they mature or ceases to pay its debts as they mature in the ordinary
course of business or makes an assignment for the benefit of its creditors; or
(d) MA is liquidated or dissolved.
13.5. Proposals for the Software that are submitted to End-Users by the
effective date of any termination or cancellation of this Agreement and accepted
by such End-Users within sixty (60) days thereafter will be subject to the terms
and conditions of this Agreement.
13.6. No damages (whether direct, consequential, special or incidental and
including expenditures and loss of profit), indemnities or other compensation
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will be due or payable to MA by reason of a permissible termination or
cancellation of this Agreement.
14. DISCLAIMER
Except as expressly stated in this Agreement, neither party has made or relied
on any warranties or representations (express or implied, by operation of law or
otherwise) regarding the scope, duration or success of any marketing effort
which Unisys or MA or both may undertake.
15. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF
GOODWILL OR OTHER DIMINUTION IN THE VALUE OF THE OTHER'S BUSINESS REVENUES,
PROFITS OR SAVINGS, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES.
16. OTHER PROVISIONS
16.1. THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL LAW OF THE COMMONWEALTH OF
PENNSYLVANIA.
16.2. The relationship of Unisys and MA under this Agreement is that of
independent contractors only, and neither is authorized to act as the agent or
legal representative of the other. No provision of this Agreement or any act by
either party in furtherance of the intent of this Agreement will create a joint
venture relationship between the parties for any purpose whatsoever.
16.3. Unisys may delete any Unisys Computer System from Exhibit A at any time
upon at least sixty (60) days prior written notice to MA.
16.4. Unisys will not be liable to MA for lab delivery of any Computer System.
MA will not be liable to Unisys for lab delivery of the Software.
16.5. Any failure or delay by either party in exercising any right or remedy
will not constitute a waiver. The waiver of any one default will not waive
subsequent defaults of the same or different kind
16.6. Neither party will be liable for any failure to fulfill its obligations
when due to causes beyond its reasonable control including, without limitation,
the bankruptcy of any supplier or commercial impracticability.
16.7. This Agreement or any performance due under it may not be assigned by
either party. Any purported assignment will be void and of no effect.
16.8. No legal proceeding, regardless of form, related to or arising out of this
Agreement may be brought by either party more than two years after the cause of
action has accrued.
16.9. All notices required by this Agreement to be given to MA will be sent to
its address on the cover page of this Agreement.
All notices required by Sections 10 and 12 will be sent by certified or
registered mail and, when given to Unisys, will be addressed to:
Office of the General Counsel
Xxxxxx Xxxxxxxxxxx
Township Line and Union Meeting Roads
Blue Xxxx PA 19422
All other notices to Unisys will be sent to:
Vice President, Channel Marketing
Xxxxxx Xxxxxxxxxxx
Township Line and Xxxxx Xxxxxxx Xxxxx
Xxxx Xxxx XX 00000
16.10. Each provision of this Agreement is severable and if one or more
provisions are declared invalid, the remaining provisions of the Agreement will
remain in full force and effect.
16.11. The rights and obligations of Unisys and MA under Sections 3.4, 3.5, 5,
8, 10, 11, 12, 14, 15, and 16 will survive any termination or cancellation of
this Agreement.
16.12. All Exhibits referenced in this Agreement are part of it. With respect to
its subject matter, this Agreement constitutes the entire agreement of the
parties and supersedes all prior proposals and agreements, both written and
oral, and all other written and oral communications between the parties, except
that provisions of prior agreements between the parties which survive
termination, cancellation or expiration of such agreements will not be
superseded
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by this Agreement, unless specifically agreed to by the parties in writing.
16.13. This Agreement may be modified only by a writing signed by a duly
authorized representative of each party. The duly authorized representatives of
Unisys are individuals with the title of Vice President or Contracts Manager.
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Agreement Number
Marketing Associate Agreement
UNISYS Exhibit A - Unisys Computer Systems
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CHECK APPLICABLE SYSTEMS:
[X] A Series Systems
[X] 2200 Series Systems
[X] UNIX Systems
[X] PC Systems
[ ] CTOS Systems
[ ] DP Series
OTHER (SPECIFY):
SMP Systems
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Agreement Number
Marketing Associate Agreement
UNISYS Exhibit B - MA Software
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Software name Brief Description
VIRTUAL BANKING
Netvest Stock Trading on a website.
Rightquote Compare insurance policies and prepare quote
on a website.
Mortgage Insurance Order processing and tracking for insurance.
HORIZONTAL APPLICATIONS
Conference Groupware for a website.
Store A store on the web with catalogs & ability
to purchase items
Q&A Computer based training package for website.
Newsletter Template based publishing on the
intra/internet.
CUSTOMER APPLICATIONS
Vertical or horizontal applications
developed by HomeCompersonnel to
enable companies to perform
business functions on
intra/internet. HomeCom also
provides hosting of net functions.
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Agreement Number
Marketing Associate Agreement
UNISYS Exhibit C - MA Agreements
MA SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
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(Attach a copy of standard agreement generally offered by MA to its licensees)
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EXHIBIT D - MA SUPPORT SERVICES
MA SUPPORT SERVICES FOR SOFTWARE
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MA will, at a minimum:
(a) provide End-User training including instructions regarding the use of the
Software with Unisys Computer Systems, the methods of input, the logic of the
Software and the output generated and, if appropriate, on-site training.
(b) provide technical services by maintaining a support group to provide direct
Support of an End-User to assist in the understanding of the use of the
Software.
(c) provide a diagnostic service to ascertain the nature of the problems an
End-User may be experiencing with the Software. This may be accomplished by the
use of telephone "Hotline".
(d) provide centralized training facilities for End-Users, if appropriate. MA
may separately contract to use Unisys facilities, if available.
(e) deliver, install, support and update the Software on a continuing basis, it
being understood that such support will include, at a minimum, if available,
programming required by changes in laws of the various states where End-Users
are located and keeping the Software compatible with Unisys then-current system
software for Unisys Computer Systems.
(f) correct all errors, malfunctions or defects in the Software.
(g) provide End-Users with all appropriate documentation and updates for the
Software, which documentation shall include operating instructions End-User
manuals and other Documentation.
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