EXHIBIT 10.11
MASTER SOFTWARE LICENSE AGREEMENT
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THIS MASTER SOFTWARE LICENSE AGREEMENT (hereinafter "Agreement") dated as of
July 1, 2001 is by and between US Dataworks, Inc., a Delaware Corporation; 0000
Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (hereinafter "Licensor'), and CheckFree
Services Corporation, a Delaware Corporation, located at 0000 Xxxx Xxxxx Xxxxxx
Xxxx, Xxxxxxxx, XX 00000 (hereinafter "Licensee").
WITNESSETH:
WHEREAS, Licensor, is the owner of all U.S. and foreign copyrights, patent
applications, if any, intellectual property rights, and necessary licenses
pertaining to certain software designs that are the subject of this Agreement
known as Returnworks, ReMitworks, and MICRworks (hereinafter referred to as the
"Software"); and
WHEREAS, Licensor, among other things is in the business of developing,
marketing, selling and licensing computer programs; and
WHEREAS, Licensee is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Georgia, with corporate power to own
property and carry on its business as it is now being conducted, which includes
the marketing and licensing to banks and financial institutions proprietary
software for the processing of Automated Clearing House (ACH) transactions; and
WHEREAS, Licensee desires to obtain a license for such Software from Licensor
and Licensor is willing to license this Software to Licensee to enable Licensee
to use, resell and sublicense the use of the Software, and related documentation
pursuant to the terms and conditions of this Agreement.
WHEREAS, this Agreement supersedes any and all prior or contemporaneous
agreements, understandings, whether written or oral, between Licensor and
Licensee, including, but not limited to, the Software License Agreement dated
June 3, 1998.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations and agreement set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby mutually
acknowledged, Licensor and Licensee, intending to be legally bound, hereby agree
as follows:
SECTION 1
DEFINITIONS
As used herein, the following words and phrases shall have the following
meanings:
1.01 "ACH ALLIANCE PROCESSING" is a service xxxx of Licensee and is an ACH
origination and receiving service provided to Licensee's customers.
1.02 "AUTHORIZED COPY." A copy of the Software and/or Documentation that is
authorized and delivered by Licensor.
1.03 "CHECKFREE ACH CUSTOMER" refers to those customers of Licensee that
include PEP+ software users, users of future ACH systems and customers
of the ACH Alliance Processing service.
1.04 "CONFIDENTIAL INFORMATION" shall mean all information concerning either
party (the "Disclosing Party") to which the other party (the "Receiving
Party") is provided access by virtue of this Agreement or its
activities hereunder, including, without limitation, source code,
technical data, sales information, customer lists, prices and methods
of pricing, marketing techniques and plans, returns, unannounced
products, product and process information, and such other information
which, if disclosed to others, might be competitively detrimental to
the Disclosing Party. Confidential Information shall not include any
information which has been publicly disseminated in writing by the
Disclosing Parry, which the
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Receiving Party can demonstrate through written records it knew prior
to the Disclosing Party's disclosure hereunder, or which is rightfully
received by the Receiving Party from a third party without obligation
of confidentiality restriction.
1.05 "CONSULTING SERVICES." Any nondevelopment activities related to project
analysis, design, development of Custom Code or implementation of
Licensor's systems performed by Licensor that are specifically
requested by End-Users.
1.06 "CUSTOM CODE." System modifications incorporated into Licensor's
standard Software by Licensor at the specific request and/or
requirement of the End-User.
1.07 "DOCUMENTATION." Printed material relating to the Software and
containing instructions for using the Software, and its compatibility
with computer hardware and other software programs.
1.08 "END-USERS." The customers of Licensee, who have acquired certain use
rights to the Software and Documentation directly from the Licensee for
their own use (and not for redistribution, remarketing, and/or
timesharing) and who are granted a Sublicense to use the Software and
Documentation at a Registered Location.
1.09 "EXECUTABLE CODE." Computer software assembled or compiled in magnetic
or electronic binary form on software media, which are readable and
usable by machines, but not generally readable by humans without
reverse assembly, reverse-compiling, or reverse-engineering.
1.10 "GENERAL AVAILABILITY" shall mean that the Software and Documentation
are sufficiently developed and tested to permit general sale to and use
by the intended client base:, consistent with Licensor's standards, for
such Software and Documentation.
1.11 "INTELLECTUAL PROPERTY RIGHTS." The intangible legal rights or
interests evidenced by or embodied in (1) any idea, design, concept,
technique, invention, discovery, or improvement, regardless of
patentability, but including patents, patent applications, trade
secrets, and know-how; (2) any work of authorship, regardless of
copyrightability, but including copyrights, trademarks, service marks,
trade dress, license rights and any moral rights recognized by law; and
(3) any other similar rights, in each case on a worldwide basis.
1.12 "PEP+" is an ACH product owned by Licensee and which is marketed and
licensed to Licensee's customers.
1.13 "PEP+ CUSTOMER" refers to Licensee's customers of PEP+ that became
customers of PEP+ prior to becoming customers of Licensor's Software.
1.14 "REGISTERED LOCATION." The business name and address of out or more
End-Users to which Licensee has granted a Sublicense.
1.15 "SOFTWARE." The Executable Code forms of Licensor's computer programs
known as Returnworks, Remitworks, and MICRworks, and includes, without
limitation, Updates and Upgrades.
1.16 "SUBLICENSE." The form of agreement between Licensee and each End-User,
which grants the End-User the nonexclusive, nonassignable,
nontransferable and limited right and license to use the Software and
Documentation. The Sublicense shall prohibit the End-User from copying
any of the Software and Documentation, and from transferring to any
third parties, and from any reverse-compiling, reverse-assembly, or
reverse-engineering of the Software and Documentation.
1.17 "UPDATES." Any error correction on the Software and/or Documentation,
general design improvements or any changes to the Software or
Documentation that result from a legal or regulatory change applicable
to the intended purpose of the Software, which are not Custom Code and
for which the End-User is not charged any additional license fees.
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1.18 "UPGRADES." Arty feature changes on the Software, which result in a
version, change applicable to all End-Users.
SECTION 2
GRANT OF LICENSING RIGHTS
2.1 LICENSE. Subject to the terms and conditions hereof, Licensor hereby
grants Licensee, a non-exclusive, non-transferable and limited right to
use and sublicense the use of the Software and Documentation for its
intended purpose. Licensee further agrees that the Software and
Documentation will be used ONLY at the Registered Location(s). During
the Term hereof, Licensee is appointed as Licensor's agent for the
purpose of granting nonexclusive perpetual licenses to the Software and
Documentation to End-Users in accordance with the terms and conditions
hereof. Licensee agrees to sell only Authorized Copies.
2.2 FEES TO LICENSEE. Licensee shall receive the percentage of all fees of
any nature, including, but not limited to, license and non-maintenance
transaction fees, as described in and pursuant to Appendix A for
Software sales made by Licensor, including, without limitation,
Licensor's authorized distributors, resellers, value added resellers or
OEMs of the Software, to any PEP+ Customer during the term of this
Agreement. With respect to non-maintenance transaction fees or other
fees of a recurring nature referred to above, Licensor shall pay
Licensee such fees pursuant to Appendix A for so long as such
licensee(s) of the Software is obligated to pay. Licensor's obligation
to pay Licensee such non-maintenance transaction or recurring fees
shall survive the expiration or earlier termination of this Agreement.
Licensor must provide a quarterly report of all such sales of the
Software to the PEP+ Customer, and such notice shall include the name
of the customer, the total license fee, the non-maintenance transaction
fee, and transaction volume of such customer. Licensor shall pay fees
hereunder thirty (30) days following receipt of such license and
non-maintenance transaction fees.
2.3 PAYMENTS TO LICENSOR. In consideration of the granting of the
aforementioned rights, Licensee shall pay Licensor the percentages of
the price(s) indicated in Appendix A for all sales made by Licensee
during the term of this Agreement. In the event that any fees are paid
directly to Licensor by End-User for any licenses or consulting
services sold by Licensee, Licensor shall remit to Licensee the
appropriate percentage of such fees, as specified in paragraph 4.1 and
Appendix A, within thirty (30) days following receipt of such fees from
End-User. Licensor's obligation to pay Licensee, and Licensee's
obligation to pay Licensor, such fees shall survive the expiration or
earlier termination of this Agreement Licensee may request price
modification from Licensor and Licensor shall review any price
modification requests but may withhold, approval of any price
modification that is requested, but such decision to withhold approval
shall not be unreasonable.
2.4 OPTION TO LICENSEE. In the; event that Licensor conceives of any
product(s) in addition to and distinct froth the Software ("New
Product"), Licensor agrees to disclose such New Product to Licensee in
the form of a white paper setting forth a functional overview of such
New Product At License's sole option, Licensee may elect to review such
white paper for a sixty (60) day period ("Review Period"). During such
Review Period, Licensee may, in its sole discretion, work with Licensor
to develop technical specifications and marketing analysis. Nothing
herein shall be deemed as obligating Licensee to participate or provide
a minimum level of participation during the Review Period. In the event
Licensee participates in such Review Period, Licensee shall have a
right of first refusal ("Option") to market such New Product under the
terns of this Agreement. If Licensee decides not to participate in such
Review Period or after the conclusion of such Review Period Licensee
decides not to participate further, Licensee will lose such Option.
Licensee must provide written notification prior to the expiration of
the Review Period of its desire to exercise the Option. If Licensee
exercises its Option, then such New Product will not become subject to
paragraph 3.2 of this Agreement until the General Availability
requirements as set forth herein are satisfied. Licensee agrees that
Licensor shall own all right, title and interest, including without
limitation, all copyrights in and to said New Product Specs. If
Licensee does not exercise its aforementioned Option, Licensor shall
not be bound by any terms, conditions and obligations arising out of
this Agreement or any prior agreement specifically
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with respect to the marketing, fees, and selling the New Product to any
person or entity. Licensee cannot forfeit its option by failure of
Licensor to provide reasonable notice.
2.5 RESERVED RIGHTS. All rights not specifically granted to Licensee
hereunder are reserved by Licensor. Except as expressly provided
hereunder in connection with the License, Licensor does not convey any
Intellectual Property Rights to Licensee hereunder, Licensee shall have
no right whatsoever to receive, review, or otherwise use or have access
to the source code for the Software, except as set forth herein.
SECTION 3
LICENSEE'S OBLIGATIONS
3.1 PAYMENT. The parties shall make payments to each other, in accordance
with the terms and conditions of this Agreement, as described in
Appendix A.
3.2 MARKETING. Licensee shall use its best efforts to market the Software,
including, without limitation, to CheckFree ACH Customers, End-Users,
and new market prospects.
SECTION 4
PRICES,
INTEREST AND
PAYMENT
4.1 LICENSE, MAINTENANCE, TECHNICAL SUPPORT, CONSULTING AND CUSTOM CODE
FEES. Licensee shall pay Licensor such portion of the License Fees to
which Licensor is entitled within thirty (30) days after the payment of
a License Fee by an End-User. If Licensor performs Consulting Services
or Custom Code services, Licensee shall pay Licensor such portion of
those fees to which Licensor is entitled within thirty (30) days after
payment by the End-User. Unless otherwise stated herein, the parties
agree that the party who receives a payment from an End-User for any
fees described in Appendix A ("Receiving Party") shall pay the other
party the other's share, as determined by this Agreement, of such fees
within thirty (30) days of the Receiving Party's receipt of such fees
from an End-User. In addition, each parry shall provide the other a
mutually agreeable quarterly report to account for fees collected
during that quarter.
The amount charged to End-Users for licenses, maintenance, technical
support, Consulting Services and Custom Code services shall be
established by Licensor as set forth in Appendix A, which, except as
set forth herein, shall not be altered during the Initial Term of this
Agreement. Complete pricing details are provided in Appendix A.
4.2 INTEREST. Interest shall accrue on any delinquent amount owed by either
party at a rate of 15% per year simple interest, unless such delinquent
amount is subject to a BONA FIDE dispute. The parties agree that any
undisputed amounts will be paid as set forth herein.
4.3 FEES. All fees payable hereunder are exclusive of any taxes,
assessments or duties that may be assessed upon any licenses granted
under this Agreement, including, without limitation, sales, use,
excise, value added, personal property, electronic/Internet commerce,
export, import and withholding taxes. Each party shall directly pay any
such taxes assessed against it, and each shall promptly reimburse the
other for any such taxes payable or collectable by the other. Such
taxes do not include taxes based upon either party's income.
4.4 INSPECTION. Both parties agree to keep accurate books of account
covering the licenses, licensees and sub-licensees covered by this
Agreement. Either party shall have the right upon reasonable notice to
the other party to have a representative inspect such records at the
other party's premises during regular business hours solely with
respect to fees and payments due hereunder. Licensor and Licensee agree
to cooperate so as to have such examination conducted with minimal
disruption to each other's business as possible. All books and records
relating to the fees and payments due hereunder shall be retained for
at least four years.
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SECTION 5
MISCELLANEOUS PROVISIONS
5.1 DELIVERY AND TITLE. The Software and Documentation shall at all times
remain the sole and absolute property of the Licensor.
5.2 UPDATES. Licensor intends to provide Upgrades to the Software and
Documentation as reasonably required to address issues and problems
brought to its attention by the End-Users or the Licensee. An End-User
will only be entitled to Updates if the End-User has entered into a
Maintenance Agreement with Licensor and the End-User has satisfied all
of it its payment obligations under the Maintenance Agreement. The
timing of the Updates will be defined by the magnitude of the problem.
Material defects will be addressed immediately and will receive the
highest priority for coding, testing, and support resources.
5.3 UPGRADES. Licensor intends to provide Upgrades to the Software and
Documentation in scheduled releases. These releases will be made
available to Licensee with sufficient time for testing prior to their
availability to the End-Users The Upgrades will be based in part on
requests made by the End-Users and the Licensee. The Licensor
recognizes the importance of these enhancements and will make its best
effort to comply with all reasonable requests. Licensor retains the
right to refuse any request that it feels would detract from the
product's overall functionality or supportability.
5.4 SOFTWARE. Though it is desirable to maintain only one version of
Software, it is unrealistic to assume that every installation will be
identical. Therefore, one version will be maintained as the base
Software and modifications will be applied to create the custom
applications required by the market. The Licensor will maintain a copy
of each version installed in the field for ongoing support. Given the
number of potential versions, the Licensor will offer maintenance on
customized versions for a period of three (3) years from the date of
installation at an additional expense to the End-User. This maintenance
expense will be negotiated between the Licensor and the End-User.
Upgrades may be required due to releases of PEP+. The Licensee is
required to evaluate the impact to the Software and Documentation with
respect to information regarding the integration of the Software with
PEP+, but it is the ultimate responsibility of the Licensor to keep the
Documentation accurate and up to date. The Licensor will make all
reasonable changes required by the modifications to PEP+ and coordinate
their testing and implementation with the Licensee.
5.5 DOCUMENTATION. Within a reasonable time following completion of the
standard documentation for a New Product to which Licensee has
exercised its Option, but in no event later than thirty (30) days prior
to the General Availability of such New Product, Licensor shall provide
Licensee at least one (1) copy of all standard documentation relating
to that New Product Within thirty (30) days of receipt of the
documentation, Licensee may request revisions and/or additions to the
documentation. Licensor has the sole discretion to accept and/or
implement Licensee's proposed revisions or additions. However, if the
documentation is, in Licensee's reasonable opinion, not sufficient to
license the corresponding New Product, then Licensee may elect to not
sell the corresponding New Product by notifying Licensor of such
election in writing within later of thirty (30) days of Licensee's
receipt of original or revised documentation. If no revisions and/or
additions are requested or no written notification of election as made
in response to receiving the original or revised documentation, the
documentation will be deemed accepted by Licensee. If Licensee elects
not to sell the corresponding New Product, Licensee tray subsequently
elect to sell the corresponding New Product at any time during the term
of this Agreement by notifying Licensor in writing. For the time period
that Licensee elects not to sell the corresponding New Product,
paragraph 2.2 will have no force or effect.
Licensee may request revisions and/or additions to such Documentation
and the parties agree to work in good faith and at no cost to the other
party to implement such reasonable requests for revisions and/or
additions. In no event is Licensor required to accept and/or implement
Licensee's requested revisions and/or additions to such Documentation.
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5.6 TECHNICAL SUPPORT. Licensor shall provide all technical support and
maintenance to the End Users and shall receive all of the support and
maintenance .revenue as described in Appendix A. Licensor shall be
allowed to have direct contact and communication with End-Users for
purposes of, including, but not limited to, providing technical
support.
5.7 MAINTENANCE. Primarily maintenance will be accomplished through Updates
to the Software in an orderly and coordinated methodology. There may
exist, from time to time, a need to make immediate modifications to an
End-User's customized Software in order to correct problems to meet
daily or monthly production schedules. In these circumstances, Licensor
will make any/all changes required to put the customized Software back
into production. These "fixes" are temporary in nature and are intended
to be replaced through the Update process.
Licensee shall not be responsible for providing any maintenance and
shall not share in any maintenance revenues, unless indicated in
Appendix A. Licensor shall provide all required maintenance and shall
receive all maintenance revenues as described in Appendix A. The
parties agree that Licensor shall be permitted to enter into
Maintenance Agreements with End Users.
5.7.1 MAINTENANCE AGREEMENTS FOR PROSPECTIVE AND CURRENT END-USERS. Licensee
agrees to present Licensor's standard Maintenance Agreement at the same
time Licensee presents the Sublicense to prospective End-Users and to
use its best efforts to obtain each prospective End-User's agreement to
said Maintenance Agreement contemporaneous with obtaining each
prospective End-User's agreement to the Sublicense.
In addition, subsequent to the Effective Date and contemporaneous with
the next renewal of any maintenance agreement between Licensee and each
End-User existing as of the Effective Date, Licensee agrees to present
Licensor's standard Maintenance Agreement to each such End-User.
Moreover, Licensee shall use its best efforts to obtain such End-Users'
agreement to said Maintenance Agreement, which shall include, without
limitation, Licensee offering a reduced maintenance fee to such
End-User(s) (reduced by the dollar amount Licensor will charge such
End-User per the terms of Licensor's standard Maintenance Agreement for
maintenance on the Software) and in conjunction with Licensee's
presentation of Licensor's standard Maintenance Agreement to such
End-User(s). The dollar amount Licensor shall charge such End-Users
shall be calculated in accordance with Appendix A. Unless otherwise
stated herein or agreed to by the parties, subsequent to the Effective
Date, Licensee shall have no obligation to collect and remit to
Licensor any Annual Maintenance fees.
Notwithstanding the proceeding, as to End-Users existing as of the
Effective Date who pay Licensee a maintenance fee based on the volume
of transactions such End-Users process through Licensee's software
("Volume Eased End User"), Licensee shall use its best efforts to
obtain from such Volume Based End-Users agreement to Licensor's
standard Maintenance Agreement. Such standard Maintenance Agreements
shall state that Licensor will not directly charge Volume Based
End-Users for performing such maintenance and shall be presented by
Licensee to such Volume Based End-Users contemporaneously with the next
renewal of a maintenance agreement between Licensee and such Volume
Based End-User(s). As a result, Licensee agrees to continue to collect
and distribute to Licensor the Annual Maintenance fees as described in
Appendix A for such Volume Based End-Users within thirty (30) days of
Licensee's receipt of such fees.
Licensee further agrees that all End-Users' agreement to Licensor's
standard Maintenance Agreement shall be a condition precedent to any
End-User's implementation of the Software.
5.7.2 PAST AND CURRENT MAINTENANCE AND LICENSE FEE PAYMENTS FOR END-USERS
EXISTING AS OF THE EFFECTIVE DATE. The parties further acknowledge and
agree that within thirty (30) days from the Effective Date, Licensee
shall pay Licensor the amounts listed in Appendix B for all maintenance
and license fees that have not already been remitted to Licensor and
were due or collected by
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Licensee in connection with all agreements for Software entered into by
Licensee prior to the Effective Date ("Past Fees"). Licensee warrants
that said amounts listed in Appendix B represent all of the Past Fees.
Payment of the amounts listed on Appendix B shall constitute full and
complete satisfaction of any and all maintenance and license fees owed
Licensor by Licensee as of the Effective Date for agreements for
Software entered into by Licensee prior to the Effective Date.
Licensor shall be allowed to have direct contact and communication with
End-User for purposes of, including, but not limited to, providing
maintenance and obtaining maintenance fees.
Normal system maintenance, including but not limited to file backups,
is the responsibility of the End-User.
5.8 CONSULTING AND CUSTOM CODE SERVICES. Licensor may, when requested to do
so by End-User, perform Consulting Services and Custom Code services
for the End-User. Payment for those services shall be determined by the
terms in section 4, ET SEQ herein and Appendix A attached hereto.
5.9 During the term of this Agreement and for a period of twelve (12)
months thereafter, neither party shall solicit for employment (either
as an employee or contractor) any of the other party's employees who
performed any services related to this Agreement.
SECTION 6
PROTECTION
6.1 SOFTWARE AND DOCUMENTATION. Licensee agrees that the Software and all
related Documentation contain confidential information of Licensor's,
and embody trade seer its developed by Licensor at substantial cost and
expense. Licensee shall hold the Software and Documentation in
confidence. License shall employ reasonable secrecy precautions; at
least as protective as the precautions it uses to protect its own
propriety computer programs, to protect the Software and Documentation
from unauthorized copying, use, or disclosure. Licensee shall allow
access to the Software and Documentation only to employees and
contractors who are performing services for Licensee related to the
purposes of the Agreement and who "need to know" the information
contained in the Software and Documentation, and upon whom, both
parties have imposed a legal duty to protect the Software and
Documentation from unauthorized copying, use, or disclosure. Both
parties agree to use their best efforts to prevent, prosecute, and
enjoin any actual or threatened unauthorized copying, use, or
disclosure of the Software and Documentation. Licensor agrees that it
shall under take the same precautions identified above with respect to
the Licensee's software, documentation, and other Confidential
Information it gains access to through the relationship set forth
herein.
6.2 CONTRACTS. Each party shall use its best efforts, to prevent,
prosecute, and enjoin any unauthorized copying, distribution, reverse
engineering, and reverse compiling of the Software, Documentation
and/or PEP+, through appropriate restrictive contracts entered into by
its employees, consultants, and other third parties having access
thereto, and through the use of the Sublicenses with End-Users, and
shall pursue appropriate actions to enforce such protection provisions.
SECTION 7
WARRANTY
7.1 OWNERSHIP. Licensor warrants that it is the exclusive owner of
copyrights of the Software and Documentation and that it has all rights
necessary to grant the rights affected by the Agreement.
7.2 LIMITED WARRANTY. Licensor warrants that the Software, when delivered,
properly installed, and used in accordance with the Documentation will
work as described in the Documentation. Such warranty shall not apply
to Software and Documentation that has been modified or altered by a
party other than Licensor or Licensor's agents or subcontractors.
Licensor warrants that the Software will
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accommodate all dates in the past as well as future dates, including
but not limited to, dates in year 2000.
7.3 DISCLAIMER. Licensor makes no warranty that all errors have been or can
be eliminated from the Software EXCEPT AS SET FORTH IN THIS AGREEMENT,
LICENSOR DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, WITH
RESPECT TO THE SOFTWARE AND/OR DOCUMENTATION, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
REPRESENTATION REGARDING THE USE OR THE RESULT OF THE USE OF ANY
SOFTWARE AND/OR DOCUMENTATION OR MATERIALS SUPPLIED HEREUNDER AS TO
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
7.4 LIMITATION OF LIABILITY. EXCEPT FOR LICENSOR'S INTELLECTUAL PROPERTY
INFRINGEMENT INDEMNITY OBLIGATIONS, LICENSEE'S INDEMNITY OBLIGATIONS
PURSUANT TO PARAGRAPH 9.7 AND FOR DAMAGES RESULTING FROM GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF EITHER PARTY, NEITHER
PARTY NOR THEIR OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, EMPLOYEES,
LICENSORS, REPRESENTATIVES, OR RESELLERS, SHALL BE LIABLE WITH RESPECT
TO ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
INCURRED AS A RESULT OF LOST TIME, LOST SAVINGS, LOST DATA, MACHINE
DOWNTIME, LOST GOODWILL, OR LOST PROFITS, OR FOR. PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER FORESEEABLE OR
UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGE OR HARM SUFFERED BY
LICENSEE, ANY SUB-LICENSEE OF LICENSEE, END-USER OR THIRD PARTY CAUSED
DIRECTLY OR INDIRECTLY BY TIDE SOFTWARE AND/OR DOCUMENTATION, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH
OCCURRING. EXCEPT FOR LICENSOR'S INTELLECTUAL PROPERTY INFRINGEMENT
OBLIGATIONS, LICENSEE'S INDEMNITY OBLIGATIONS PURSUANT TO PARAGRAPH 9.7
AND FOR DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF EITHER PARTY, IN NO EVENT SHALL EITHER PARTY'S LIABILITY
EXCEED THE TOTAL FEES ACTUALLY PAID TO BOTH THE LICENSOR BY THE
LICENSEE AND TO THE LICENSEE BY THE LICENSOR UNDER THIS AGREEMENT.
SECTION 8
TERM AND TERMINATION
8.1 TERM. This Agreement shall become effective on the date of execution by
the parties hereto ("Effective Date"), and shall remain in full force
and effect until December 31, 2002 ("Initial Term"). All terms,
conditions and obligations arising out of this Agreement will
automatically renew for subsequent one (1) year periods ("Renewal
Term"), unless terminated by one or both of the parties pursuant terms
in Sections 8.2, 8.3 or 8.4 of this Agreement.
8.2 TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement
for convenience after the completion of the Initial Term, and prior to
the completion of any Renewal Term, provided such party gives the other
party not less than sixty (60) days notice of such party's intent to
terminate.
8.3 TERMINATION FOR CAUSE. Licensor and Licensee shall have the right to
terminate this Agreement in the event of a material breach by the
defaulting party of its obligations hereunder (including but not
limited to failure to make payments required hereunder) that continues
after notice and opportunity to cure. Written notice of termination
identifying the breach upon which such notice is based shall be
furnished to the defaulting party and shall become effective thirty
(30) (for payment obligations) or
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sixty (60) (for all other obligations) days after delivery thereof
unless the defaulting party has cured the breach during such 30-day or
60-day period. Curing of such breach shall render the notice void.
8.4 SPECIAL TERMINATION RIGHTS. Effective immediately and without any
requirement of notice, either party may, at its option, terminate this
Agreement and/or suspend its performance in the event that
(1) the other party files a petition for bankruptcy, files a
petition seeking any reorganization, arrangement, composition,
or similar relief under any law regarding insolvency or relief
for debtors, or makes an assignment for the benefit of
creditors;
(2) a receiver, trustee, or similar officer is appointed for the
business or property of such party;
(3) any involuntary petition or proceeding under bankruptcy or
insolvency laws is instituted against such party and not
stayed, enjoined, or discharged within 60 days; or
(4) the other party adopts a resolution for discontinuance of its
business or for dissolution.
8.5 CONSEQUENCES AND SURVIVAL. Notwithstanding any termination or
expiration of this Agreement, the provisions of sections 3.1, 4, 6, 7,
8.6, 9 and 10 shall remain in full force and effect, and all fees and
any other monies due shall remain due and payable in accordance with
the terms hereof. Licensee agrees that subsequent to termination or
expiration of this Agreement, Licensee shall not reproduce the Software
other than as specifically permitted under section 8.6 below.
8.6 SPECIAL CONSEQUENCES AND SURVIVAL. If Licensor becomes incapable of
providing maintenance to End-Users pursuant to subsisting Maintenance
Agreements entered into between Licensor and End-Users, Licensee at its
own expense, shall have the right to the Software Source Code and the
right to develop the Software for the sole purpose of and pursuant to
maintaining the Software as to specific End-Users who are a party to a
subsisting Licensor Maintenance Agreement that the specific End-User
has entered into. Licensee shall be solely entitled to the maintenance
revenue resulting from Licensee's maintenance of the Software pursuant
to this paragraph 8.6.
SECTION 9
TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
9.1 TRADEMARKS. Licensor shall have and retain, sole ownership of all
Licensor's Trademarks, including the goodwill pertaining thereto.
Licensee shall not use Licensor's Trademarks or any word, symbol, or
design confusingly similar thereto, as part of its corporate name, or
as part of the name of any product of Licensee except, Licensee shall
promote Licensor's products in conjunction with it's marketing efforts
and as a part of that effort, Licensee shall have the right to display
Returnworks, Remitworks, MICRworks, Wireworks, ChecKey and Remoteworks
and/or US Dataworks' logos, names or other indicia in a manner
consistent herewith. Licensor reserves the right to preapprove any
marketing or advertising that contains the indicia set forth above with
respect to Licensor's trademarks. Licensee shall have and retain sole
ownership of all Licensee's Trademarks, including the goodwill
pertaining thereto. Licensor shall not use Licensee's Trademarks or any
word, symbol, or design confusingly similar thereto, as part of its
corporate name, or as part of the name of any product of Licensor
except that Licensor shall promote Licensee's products in conjunction
with its marketing efforts and as a part of that effort, Licensor shall
have the right to display PEP+ and/or CheckFree's logos, names or other
indicia in a manner consistent with the provisions set forth above with
respect to Licensor's marks. Licensee reserves the right to preapprove
any marketing or advertising that contains the indicia set forth above
with respect to Licensee's trademarks, and Licensee will at all times
remain the sole and exclusive owner of its trademarks, including,
without limitation, the CHECKFREE and PEP+ marks.
9.2 DECOMPILING, ETC. Without the prior written consent of Licensor,
Licensee shall refrain from decompiling, reverse engineering,
disassembling, translating, or modifying the Software and Documentation
or granting any other person or entity the right to do so.
9
9.3 CONFIDENTIAL INFORMATION. During the course of performance of this
Agreement, the parties may disclose certain Confidential Information to
the other to permit each party to perform their obligations under this
Agreement. Each party shall use their best efforts to maintain the
secrecy of all such Confidential Information, but at least as good of
effort as the other party takes with respect to their own Confidential
Information. Each party shall refrain from using, disclosing, or
otherwise exploiting any Confidential Information for any purpose not
specifically authorized by the other party in this Agreement. All
files, lists, records, documents, drawings, specifications, equipment,
and computer programs that incorporate or refer to any Confidential
Information shall be returned or destroyed promptly upon termination of
this Agreement.
9.4 NOTIFICATION. Licensee shall promptly notify Licensor of (1) any
claims, allegations, or notification that Licensor's marketing,
licensing, support, or service of the Software may or will infringe on
the Intellectual Property Rights of any other person or entity; and (2)
any determination, discovery, or notification that any person or entity
is or may be infringing on the Intellectual Property Rights of
Licensor. Licensee shall not take any legal action relating to the
protection or defense of any Intellectual Property Rights pertaining to
the Software without the prior written approval of Licensor, provided
that such inaction will not prejudice the protection or defense of any
Intellectual Property Rights pertaining to the Software. Licensee's
failure to provide such notice shall not lessen or otherwise diminish
Licensor's indemnification obligations set forth herein.
9.5 INFRINGEMENT. Licensor shall not be liable to Licensee or End User for
any claim to the extent such claim: (i) is based upon the combination,
operation, or use of any Software with equipment, data, or programming
not supplied by Licensor or authorized pursuant to the applicable
Documentation or by Licensor, or (ii) is based upon any alteration or
modification of the Software not made by Licensor or its agents or
subcontractor's, or is not authorized by Licensor or described in the
applicable documentation.
9.6 INDEMNIFICATION BY LICENSOR FOR INFRINGEMENT CLAIMS. Licensor hereby
represents and warrants that the Software and Documentation are owned
by Licensor, that it has the sole and exclusive right to license the
Software and Documentation and to make and enter into this Agreement,
and that the Software and Documentation have not been copied from any
source or any other person, firm, corporation, or entity. Licensor
shall indemnify, hold harmless, and defend Licensee against any patent,
copyright, or trade secret infringement claim, action or suit,
including, without limitation, all costs, attorneys fees, and other
fees arising therefrom, against Licensee arising from authorized use or
licensing of the Software or Documentation in accordance with this
Agreement provided that Licensee shall (i) give Licensor written notice
of any allegation of infringement as soon as practicable after it is
received and (ii) permit Licensor, at its option, to control the
defense against any such allegation. Licensor and Licensee agree to
cooperate with each other regarding the defense against such action or
suit. In the event a court of competent jurisdiction makes a
determination that any Software or Documentation infringes, Licensor,
at its option and expense, shall: (a) modify the infringing portion of
the Software or Documentation so as to make it noninfringing, so long
as such modification contains materially similar functionality; (b)
replace the infringing product with a noninfringing product having,
materially similar functionality; (c) obtain the right to continue
using the infringing portion of the Software or Documentation; or (d)
refund to Licensee any and all the fees paid by End Users for the
affected Software or Documentation. Nothing in this Agreement prohibits
the Licensor, in its sole discretion, from taking the foregoing action
prior to a court of competent jurisdiction making a determination that
any Software or Documentation infringes.
9.7 INDEMNIFICATION BY LICENSEE. Licensee hereby represents and warrants
that PEP+ is owned by Licensee, that it has the sole and exclusive
right to license the PEP+ and to make and enter into this Agreement,
and that PEP+ has not been copied from any source or any other person,
firm, corporation, or entity. Licensee shall indemnify, hold harmless,
and defend Licensor against any claim, action or suit, including
without limitation, all costs, attorneys fees, and other fees arising
therefrom, against Licensor arising from Licensee's use or licensing of
PEP+ or, the Software and Documentation (except as provided for in
paragraph 9.6), provided that Licensor shall (i) give Licensee written
notice of any such claim, action or suit as soon as practicable after
it is received and (ii) permit Licensee, at its
10
option, to control the defense against any such allegation. Licensor
and Licensee agree to cooperate with each other regarding the defense
against such action or suit.
SECTION 10
GENERAL PROVISIONS
10.1 NO ASSERTION OF RIGHTS. It is expressly understood and agreed that, as
between Licensor and Licensee, all rights, titles, and interests in and
to the Software and any other material furnished to Licensee under this
Agreement vest solely and exclusively with Licensor, and Licensee shall
neither derive nor assert any title or interest in or to such items
except for the rights granted under this Agreement.
10.2 RELATIONSHIP OF THE PARTIES. The relationship of Licensor and Licensee
established by this Agreement is of licensor and licensee, each to
constitute an independent contractor. Nothing in this Agreement shall
be construed to give either parry the power to direct or control the
activities of the other party, or to constitute the parties as
principal and agent, employer and employee, franchiser and franchisee,
partners, joint venturers, co-owners, or otherwise as participants in a
joint undertaking. Licensor and Licensee understand and agree that,
except as specifically provided in this Agreement, Licensor does not
grant Licensee the power or authority to make or give any agreement,
statement, representation, warranty, or other commitment on behalf of
Licensor, or to enter into any contract or otherwise incur any
liability or obligation, express or implied, on behalf of Licensor, or
to transfer, release, or waive any right, title, or interest of
Licensor.
10.3 MODIFICATIONS, AMENDMENTS, AND WAIVERS. This Agreement may be amended
only by a subsequent writing that specifically refers to this Agreement
and that is signed by both parties, and no other act, document, usage,
or custom shall be deemed to amend this Agreement. Performance of any
obligation required of a party hereunder may be waived only by a
written waiver signed by a duly authorized officer of the other party,
which waiver shall be effective only with respect to the specific
obligation of the other shall not operate or be construed as a waiver
of any subsequent breach of the same provision or any other provision
of this Agreement
10.4 NO CONFLICT OF INTEREST. Both parties represent and warrant that they
have the full power and authority to undertake the obligations set
forth in this Agreement, and that it has not entered into any other
agreement, nor will it enter into any other agreement, that would
render it incapable of satisfactorily performing its obligations
hereunder or that would place it in a position of conflict of interest
or be inconsistent with its obligations hereunder
10.5 COMPLIANCE WITH LAW. All parties shall comply with all applicable laws
and regulations of governmental bodies or agencies in its performance
under this Agreement.
10.6 SEVERABILITY. In the event that any provision hereof is found invalid
or unenforceable pursuant to judicial decree or decision, the remainder
of this Agreement shall remain valid and enforceable according to its
term. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES
FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION
Of DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT
OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER
IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER
LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN
SHALL REMAIN IN FULL FORCE AND EFFECT.
10.7 ASSIGNMENT. This Agreement shall not be assignable, transferable, or
sublicensable by either party, by operation of law or otherwise,
without the written consent of the other party. Neither party may
delegate its duties hereunder without the prior written consent of the
other party, which shall not be
11
unreasonably withheld. Any attempt by either party to assign any of its
rights or delegate any of its duties hereunder without prior written
consent of the other party shall be null and void.
10.8 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware as it applies to
contracts negotiated, executed, delivered, and performed solely within
such jurisdiction.
10.9 FORCE MAJEURE. Neither party shall not be responsible for any failure
to perform due to unforeseen circumstances or to causes beyond its
reasonable control, including but not limited to acts of God, war,
riot, embargos, act of civil or military authorities, fire, floods,
accidents, strikes, or shortages of transportation, facilities, fuel,
energy, labor, or materials. In the event of any such delay, such party
may defer its performance for a period equal to the time of such delay
10.10 NO WAIVER. Neither party shall, by mere lapse of time, without giving
notice or taking other action hereunder, be deemed to have waived any
breach by the other party of any of the provisions of this Agreement.
Further, the waiver by either party of a particular breach of this
Agreement by the other shall neither be construed as nor constitute a
continuing waiver of such breach or of other breaches of the same or
any other provision of this Agreement.
10.11 OTHER SOFTWARE AND SERVICES. Licensor offers other software and
services at separate charges under applicable written standard
agreements of Licensor. Licensee and Licensor agree that any such
software and/or service cannot be the subject of an oral agreement. All
such software and services can be provided to Licensee only under the
terms and conditions of a written standard agreement of Licensor
executed by the parties.
10.12 ARBITRATION. Should there occur a dispute between the parties hereto
arising out of or in relation to this Agreement ("Contract Dispute"),
excluding any dispute with respect to any patent, trademark, copyright
or other intellectual property related right, such Contract Dispute
will be resolved by arbitration in accordance with the American
Association of Arbitration and held in Wilmington, Delaware. The
prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs incurred in such action or proceeding, in addition
to any other relief to which such party may be entitled.
10.13 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
and contract between the parties and supersedes any and all prior and
contemporaneous, oral or written representations, communications,
understandings, and agreements, including such Software License
Agreement, dated June 3, 1998 by and between the parties, between the
parties with respect to the subject matter hereof. The parties
acknowledge and agree that neither of the parties is entering into this
Agreement on the basis of any representations or promises not expressly
contained herein
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
specified below.
US Dataworks, Inc. CheckFree Services Corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
---------------------------------- --------------------------------
Xxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Executive Officer Senior Vice President
Date: 8/14/01 Date: 8/14/01
-------------------------------- ------------------------------------
12
APPENDIX A
The terms and conditions of this Appendix A are governed in all respects by the
Master Software License Agreement, dated July 1, 2001, by and between US
Dataworks, Inc. and CheckFree Services Corporation. The term of this Appendix A
is July 1, 2001 through December 31, 2002.
SOFTWARE PRICING: The following minimum pricing will govern pursuant to the
terms of the Agreement.
License Fee per copy:
Returnworks or Remitworks MICRworks
Tier III -- Companies with greater than $45 billion in assets $75,000 $50,000
Tier II -- Companies with $15 through $45 billion in assets $50,000 $40,000
Tier I -- Companies with less than $15 billion in assets $25,000 $30,000
Second or More Copies per Holding Company (per copy) 50% of the Actual License Fee, unless
otherwise agreed to by the parties.
The Parties agree that Licensee will not sell Sublicenses for less than the
License Fee except by written agreement by Licensor. The Parties agree that
Licensee may sell Sublicenses for more than the License Fee without the written
agreement of Licensor. The "Actual License Fee" refers to the greater of the:
(i) actual fee that Licensee sells a Sublicense for, as permitted hereunder; or
(ii) if less than the License Fee set forth above, the amount agreed upon by
Licensor pursuant to a written document. The parties stipulate and agree that
the following amounts listed below constitute the Actual License Fee for
Sublicenses granted to these specific End-Users prior to the Effective Date.
END-USER ACTUAL LICENSE FEE
-------------------------------- ------------------------------------
Allstate FSB $75,000
-------------------------------- ------------------------------------
Fleet Bank $75,000
-------------------------------- ------------------------------------
US Bank, $75,000
-------------------------------- ------------------------------------
AM South $75,000
-------------------------------- ------------------------------------
First Tennessee $25,000
-------------------------------- ------------------------------------
Citibank $225,000
-------------------------------- ------------------------------------
Central Bank $125,000
-------------------------------- ------------------------------------
The License Fee will not change for Sublicenses for Upgrades to Software, which
are sold to End-Users who were not previously a party to a Sublicense for any
previous version of said Software.
UPGRADES TO EXISTING END-USERS: The parties agree to work in good faith to
establish minimum fees for Sublicenses for Upgrades to Software, which are sold
td End-Users who currently hold a license to a previous version of said
Software.
NEW PRODUCTS: The Parties agree to work in good faith to establish minimum
License Fees and Maintenance Fees for New Products.
1
MAINTENANCE SERVICES FORT SOFTWARE:
Annual Maintenance for Each Copy Not less than 18% all Actual
License Fee(s), unless otherwise
agreed to by the parties.
CONSULTING SERVICES /CUSTOM CODE RATES:
Licensor price (per individual per day) $2000
Licensee price (per individual per day) $2000
Licensor and Licensee staff will xxxx at the Rate quoted above on all projects
covered by this Agreement. The rate shall not be less than the Rate quoted above
unless mutually agreed to by both parties.
PERCENTAGE SPLIT: Unless otherwise stated, all fees due and payable to the
Licensor or Licensee under the terms of the Agreement shall be calculated
pursuant to the following percentages.
Actual License Fees and Non-Maintenance Transaction Fees* 50% Licensee 50% Licensor
Annual Maintenance and Technical Support 0% Licensee 100% Licensor
Licensor Performed Consulting Services/Custom Code 20% Licensee 80% Licensor
* If End-User requires, as a condition of licensing, that the Maintenance Fees
and Non-Maintenance Transaction Fees be combined in one payment (collectively
the "Usage fee"), then the percentage split of the Usage Fee shall be as
follows: (i) Licensee shall pay an annual payment to Licensor in the amount of
18% of the Actual License Fee ("Maintenance Value"); (ii) the aforementioned
annual payment shall be made by Licensee to Licensor in quarterly installments
equal to 25% of the Maintenance Value; and (iii) in each quarter that the Usage
Fee is in excess of 25% of the Maintenance Value, then such excess shall be
distributed 40% to Licensee arid 60% to Licensor.
COMMISSIONS:
Licensor agrees to pay Licensee a bonus for sales of Sublicenses in accordance
with the following schedule: 2% of the Actual License Fee plus the total minimum
contracted Non-Maintenance Transaction Fees that will be paid during the term of
that agreement ("Sales Commission")(e.g; 0.02(Actual License Fee + total minimum
Non-Maintenance Transaction Fees for that contract term). Any Sales Commissions
that are based upon Non-Maintenance Transaction Fees shall he paid to Licensee
in the following manner: (i) upon Licensee's receipt of a quarterly payment of
Non-Maintenance Transaction Fees from an End-User, Licensee shall apply the
Percentage Split to such fees and deduct and keep from Licensor's split of such
fees the 2% Sales Commission of the Non-Maintenance Transaction Fees received
prior to applying the Percentage Split to such fees; or (ii) in the event that
End-User directly pays Licensor the Non-Maintenance Transaction Fees, then on a
quarterly basis Licensor shall remit to Licensee, in accordance with the terms
and conditions of the Master Software License Agreement and in addition to
Licensee's share of the Percentage Split, 2% of that quarter's Non-Maintenance
Transaction Fees received by Licensor.
2
SALE OF SOFTWARE TO PEP+ CUSTOMERS:
Licensee and Licensor agree that any Software sale made by anyone pursuant to
Section 2 of the Agreement to a PEP+ Customer during the term of this Agreement
will be split per the percentages noted above. As to all End-Users that also own
a license to use PEP+ as of the termination date of the Agreement, Licensee
agrees, free of charge, to provide and support the mainframe interface to the
Software for six months following the termination date of the Agreement.
Thereafter, Licensee agrees, free of charge, to provide and support the
mainframe interface to the Software as to particular End-Users that also own a
license to use PEP+ as of the termination date of the Agreement so long as
Licensee is entitled to receive monies under the Agreement from that End-User.
SERVICE BUREAU OR ASP PROCESSING:
In the event Licensee sublicenses the Software in an ASP or service bureau
environment, Licensor agrees to install (not to exceed 10 person days) the
Software free of charge at the designated Licensee location. Licensee agrees to
pay for all actual expenses that Licensor employees incur while installing the
software in an ASP or service bureau environment, including, without limitation,
travel, food and lodging expenses Licensor and Licensee agree that they, shall
negotiate in good faith reasonable fees and percentage splits for such ASP or
service bureau environments.
HARDWARE:
All hardware expenses are to be paid directly by the End-User.
LICENSEE TEST LICENSE:
Licensor will permit the use of all Software that Licensee agrees to sell, to be
used for product demonstrations and internal testing purposes for the term of
the Agreement, in accordance with the Agreement.
US Dataworks, Inc. CheckFree Services Corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
----------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Executive Officer Senior Vice President
US Dataworks, Inc. CheckFree Software
Date: 8/14/01 Date: 8/14/01
---------------------------------------- -----------------------------
3
APPENDIX B
The terms and conditions of this Appendix B are governed in all respects by the
Master Software License Agreement, dated July 1, 2001, by and between US
Dataworks, Inc. and CheckFree Services Corporation.
Per Section 5.7.2 of that Master Software License Agreement dated, this is the
amount of maintenance and license fees due and payable by licensee to Licensor
in accordance with that Section 5.7.2.
CUSTOMER ACTUAL LICENSE FEE DATE OF ANNUAL AMOUNT DUE FROM
ORIGINAL MAINTENANCE LICENSEE TO
LICENSE PAID THROUGH LICENSOR
-------------------------- -------------------- ---------------- --------------- --------------------
Allstate FSB $75,000 3/31/99 6/30/02 $24,150
-------------------------- -------------------- ---------------- --------------- --------------------
Fleet Bank $75,000 6/30/99 9/30/02 $26,850
-------------------------- -------------------- ---------------- --------------- --------------------
US Bank $75,000 8/31/00 3/31/02 $17,100
-------------------------- -------------------- ---------------- --------------- --------------------
AM south $75,000 8/31/00 3/31/02 $17,100
-------------------------- -------------------- ---------------- --------------- --------------------
First Tennessee $25,000 12/31/00 3/31/02 $4,500
-------------------------- -------------------- ---------------- --------------- --------------------
Citibank $225,000 3/31/01 6/30/02 $43,000 (includes
$2,500 in license
fees)
-------------------------- -------------------- ---------------- --------------- --------------------
Central Bank $125,000 3/31/01 6/30/02 $22,500
-------------------------- -------------------- ---------------- --------------- --------------------
Total $155,200
-------------------------- ----------------------------------------------------- --------------------
Less payments previously received ($5100)
-------------------------- ----------------------------------------------------- --------------------
GRAND TOTAL DUE BY LICENSEE TO LICENSOR $150,000
-------------------------- ----------------------------------------------------- --------------------
US Dataworks, Inc. CheckFree Services Corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
----------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Executive Officer Senior Vice President
US Dataworks, Inc. CheckFree Software
Date: 8/14/01 Date: 8/14/01
--------------------------------- -------------------------------
4
