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CONFIDENTIAL TREATMENT* EXHIBIT 10.8
* CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.
BRACKETS AND "+" HAVE BEEN USED TO IDENTIFY INFORMATION WHICH IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
NBUSINESS ADDENDUM TO
NFRONT MARKETING AGREEMENT
THIS NBUSINESS ADDENDUM ("Addendum") is made effective this 5th day of
January, 1999 ("Addendum Effective Date") by and between NFRONT, INC.
("nFront"), a Georgia corporation having its principal offices at 000 Xxxxxxxxx
Xxxxx X.X., Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, facsimile number (000) 000-0000
and BISYS, INC. ("Reseller"), a Delaware corporation having its principal
offices at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
1. Purpose. This Addendum revises and amends the Marketing Agreement
executed by and between the parties and dated 10th day of April, 1998
("Agreement").
2. nBusiness System. "nBusiness System" means nFront's proprietary
Internet Cash Management System and related services as more fully
described in SCHEDULE A attached to this Addendum hereto, together with
all future modifications thereof made available to Reseller by nFront.
"nBusiness System" shall be deemed a part of the nHome System for all
purposes under the Agreement and this Addendum including, without
limitation, the applicable warranties, limitation of warranties and
limitation of liability. Notwithstanding anything to the contrary
contained in Article IX of the Agreement, Reseller may offer a
competitive solution to nBusiness provided by ADP (or by ADP's
successor), and Reseller may receive revenue from ADP (or from ADP's
successor) for such competitive solution.
3. nBusiness Fees. Pursuant to the terms and conditions of the Agreement
and this Addendum, (i) nFront will provide to Reseller the nBusiness
System, and (ii) nFront will pay Reseller the percentage of the Fees
for the nBusiness System as set forth in SCHEDULE B to this Addendum.
4. Term. The term of this Addendum shall be deemed to commence as of the
Addendum Effective Date and shall remain in effect according to the
Term set forth in the Agreement.
5. Interpretation.
(a) The Agreement and this Addendum and any Schedules are complementary
and additive. The requirements and provisions of any one document shall
be equally applicable in the other document. In the case of an
inconsistency or conflict in the terms of the documents, the terms of
this Addendum and any Schedules hereto shall control and any
conflicting or inconsistent terms in the Agreement or exhibits thereto
shall be void and of no effect.
(b) All capitalized terms used in this Addendum and not otherwise
defined herein shall have the same meanings set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of
Addendum Effective Date for valuable consideration, the sufficiency of which the
parties hereby acknowledge.
NFRONT, INC. RESELLER
By: /s/ Xxxxx Xxxxxxx By: /s/ X. X. Xxxxxxx
----------------------------------- -------------------------
Name: Xxxxx Xxxxxxx Name: X. X. Xxxxxxx
--------------------------------- -----------------------
Title: CEO Title: President
-------------------------------- ----------------------
Date: 1-14-98 Date: 1-15-98
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EXHIBIT A - SYSTEM
NBUSINESS ONLINE BANKING SERVICE
CURRENT FUTURE
FUNCTION FUNCTION
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1. View Account Balances and Histories
- DDA/Savings X
- CD/XXX X
- Loans and Line of Credit X
2. ACH formatted Transfers - Book Transfers, Drafts, Disbursements, Direct
Deposits between DDA, Savings, Loan, LOC accounts
- Immediate and Future Transfers
- One Time, Recurring Transfers and Pending Transfers X
- View Historical Transfers X
X
3. Xxxx Payment
- Immediate and Future Xxxx Payments X
- One Time and Recurring Payments X
- Pending Xxxx Payments X
- Historical Xxxx Payments X
4. User Resources
- Online Payee Database X
- Business Calculators X
- Text Messaging X
- Categories & Journal Entries X
5. Balance Reporting
- View customer account information for up to two years X
6. Multi-User permissions
- SuperUser sets up and controls subordinate members' functional X
access
- Secure log-in X
- Create and change customer password information X
- Control Account access and disbursement levels X
7. Business application integration
- Microsoft Money, Quicken X
- Peachtree, Quick Books, Comma Delimited X
8. Online Help X
9. Virtual Status Requests - EFTPS (Electronic Federal Tax Payments),
Stop Payments, Wire Transfers
- Immediate and Future transactions (where applicable) X
- Recurring Transactions X
- Pending Transactions X
- View Historical Transfers X
10. Additional Functions
- Cash Concentration X
- Controlled Disbursements X
- Cash Flow Manager/Daily Transaction Journal X
- ACH version of EFTPS X
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13. Bank Administration Site - nBusiness Functions
- Set/Reset challenge code/Password for SuperUser X
- Flag accounts as Cash Management X
- Audit Management
- Receive/Respond to time-sensitive Virtual Status
Requests (VSRs): Stop Pay, Wire Transfers, EFTPS X
- Detailed Internet Branch Billing X
- Billing System for nBusiness(SM) Customers using ACH formatted file X
- nReach(SM) - Data Mining and Marketing module
- Database Query Capability X
- Promotional e-mails to selected nBusiness(SM) customers X
- Internet Branch Reporting X
X
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SCHEDULE B - FEES
5
NEW PRICING
I. INTERNET BANKING (DOES NOT INCLUDE WEBSITE DESIGN) $[++++]*
1. View Account Balances and Histories
- DDA/Savings
- CD/XXX
- Loans
2. Transfer funds between DDA and Savings accounts
- Immediate and Future Transfers
- One Time and Recurring Transfers
3. Pending Transactions
- View, edit, delete future transactions
4. Customer Reports
- View customer account information for up to two years
5. PIN Manager
- Secure log-in
- Create and change customer password information
6. Personal Information
- View customer information file
7. PFM Downloads
- Microsoft Money
- Quicken
8. Online Help
9. Online Banking Demo
II. XXXX PAYMENT $[++++]
1. Pay any xxxx electronically (EFT or non-EFT)
2. Database reporting for cleared bills
III. WEBSITE DESIGN* $[++++]**
1. Home Page
- Bank branding (logo)
- Contact us
- 3 scanned images or custom graphics
- Bank information
2. Bank Information and Contact Us (25 sub-page maximum)
- Bank branding (logo)
- Custom navigational controls
- Up to 10 scanned images or 5 graphics
3. Financial Calculators
- Loan
- Maximum Loan
- College Planning
- Mortgage
- Retirement
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IV. INTERNET ELECTRONIC BRANCH (INCLUDES WEBSITE DESIGN*) $[++++]**
1. Home Page
- Bank branding (logo)
- Custom navigational controls
- 3 scanned images or custom graphics
2. Product and Services (28 sub-page maximum)
- Bank branding (logo)
- Custom navigational controls
3. Bank Information and Contact Us (25 sub-page maximum)
- Bank branding (logo)
- Custom navigational controls
- Up to 10 scanned images or 5 graphics
4. Feature Product, Guestbook, Frequently Asked Questions (FAQ) and Search Engine
- Bank branding (logo)
- Custom navigational controls
5. Financial Calculators
- Loan
- Maximum Loan
- College Planning
- Mortgage
- Retirement
SECURE ACCOUNT OPENING
1. 7 Secure Product Applications
- Checking
- Savings
- CD/XXX
- Consumer/Commercial Loans
- Mortgage Loans
- Lines of Credit
2. Additional Secure Application (also considered a secure product application)
- Internet Sign-up Sheet
- Quizzes
- Surveys, etc.
- Guestbook
- Xxxx Payment
ADMINISTRATION SITE
1. Product Application Secure Datebase Retrieval
2. Guestbook Secure Database Retrieval
3. Site Updates
- Rates and Terms
- Email Notifications
4. Detailed Billing
5. Data Mining
- nTouch customer specific marketing module
- nTouch branch reporting tool
6. Online Invoicing
- Automatic ACH billing system for online banking & xxxx payment customers
7. Online Help
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8. PIN Maintenance Interface
9. Audit Interface
- Bank can view pending or processed applications and who approved
or denied application
- Bank can view changes to products and services which are
automatically logged into the secure database
V. FULL SERVICE INTERNET BANKING (COMBINATION I, II, AND IV) $[++++]**
1. Online Banking
2. Xxxx Payment
3. Internet Electronic Branch
4. Administrative Site
EMAIL
1. The bank will be assigned one @xxxxxxx.xxx email address. This
"general" mailbox will forward all incoming mail to any/all
bank specified email addresses.
* All Web site content must be submitted to nFront in an IBM Microsoft
Word (.doc) or PC Text (.txt) Format
VI. FEE SCHEDULE
1. Online Xxxx Payment
a) Xxxx Payment Customer Set-up (per customer) $ [++++]
b) Xxxx Payment (per month/per customer) $ [++++]
c) Transaction fee (per xxxx) $ [++++]
2. Internet Customer Fees
a) Online Banking Customer Set-up (per customer) $ [++++]
b) Online Customer Maintenance (per customer/per month) $ [++++]
c) Online Secure Application processing (per application) $ [++++]
d) Service Bureau Monthly Maintenance $ [++++]
3. nHome Options
a) nForm-multimedia presentation (10 frames) $ [++++]
b) Site Map Construction $ [++++]
c) Management Reporting (per month) $ [++++]
d) Internet TV Site Quote
**Customer URL (Universal Resource Locator) and Verisign security key will be
billed, at cost, directly to the customer.
