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EXHIBIT 10.24
NETZEE, INC.
MAINTENANCE AGREEMENT
This Agreement provides for Continued Service and for Netzee to provide basic
maintenance in support following expiration of the initial one (1) year term of
the License/Services Schedule.
The Continued Service provided by Netzee will be the operation, maintenance,
and support of the computer systems, software and interfaces included in the
System.
Bankers Bank agrees to pay fees equal to $[XXX] per month for all Participating
Banks (original or added) for which maintenance is provided.
The maintenance is for a period of one (1) year commencing upon expiration of
the initial one (1) year term of the License/Services Schedule. Following the
completion of such maintenance term, Bankers Bank may, at its option, renew
maintenance for subsequent periods of one (1) year each, subject to adjustments
proposed by Netzee not to exceed [XXX] at least sixty (60) days in advance of
the applicable renewal date.
Maintenance provided by Netzee during the term of this Agreement shall include
(1) standard maintenance upgrades and modifications offered by Netzee to its
customers generally, standard maintenance upgrades and modifications offered by
Netzee to its customers generally, and for such purpose Netzee will use
commercially reasonable efforts to make and include (without limitation) as
such modifications changes and upgrades necessary to comply with generally
applicable industry and regulatory requirements of which it is notified (2)
5x12 call-in support between hours of 6:30 a.m. and 6:30 p.m. Eastern Time
Monday through Friday, (3) in the event of material discrepancies between the
Services as provided and the specifications for such Services (which shall be
furnished in reasonably acceptable form), reasonable effort (in relation to
importance, impact, and scheduled development plans) to correct those
discrepancies, and (4) availability of basic Services with at least 99% uptime
between 4:00 a.m Monday and 7:00 p.m. Friday and between 8:00 a.m. Saturday and
2:00 p.m. Saturday Eastern Time, exclusive of outages caused by off-peak
prescheduled maintenance or causes beyond Netzee's reasonable control
(including third-party equipment or communications).
THIS MAINTENANCE AGREEMENT IS GOVERNED BY, AND SHALL BE SUBJECT TO, THE TERMS
AND CONDITIONS OF THE MASTER AGREEMENT BETWEEN NETZEE AND BANKERS BANK,
INCLUDING THE LIMITED WARRANTY AND DISCLAIMER AND LIMITATIONS OF LIABILITY
PROVIDED THEREIN. SUCH TERMS AND CONDITIONS ARE HEREBY AFFIRMED BY BOTH PARTIES
AND INCORPORATED BY REFERENCE IN THIS MAINTENANCE AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ALL LICENSES GRANTED OR EXERCISABLE THEREUNDER.
COMMENCEMENT DATE FOR MAINTENANCE UNDER THIS ADDENDUM: MARCH 1, 2001
***MATERIAL DENOTED BY [XXX] HAS BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.***
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IN WITNESS WHEREOF, the undersigned duly authorized representatives of the
parties hereto have made and entered in this Agreement.
NETZEE, INC. THE BANKERS BANK, a Georgia
banking corporation
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx
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Title: SEVP & CFO Title: SVP & CFO
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