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EXHIBIT 10.24
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License Agreement
CONTENTS:
Legal Agreement
Schedule 1, Hardware
Schedule 2, Payment Terms
Schedule 3, Training/installation/Documentation
Schedule 4, Systems Specifications
Schedule 5, Systems Acceptance
Schedule 6, License Costs
Appendices
*(XXX BASE FUNCTIONALITY DOCUMENT)
NOTE: ITEMS IN BOLD AND/OR DENOTED WITH AN ASTERISK ARE VARIABLE BY CLIENT.
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Strategic Data Systems, Inc.
License Agreement
STRATEGIC DATA SYSTEMS, INC., a Wisconsin corporation having its
principal place of business located at 000 Xxxxxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx, 00000, ("SDS"), and *(NAME) of *(ADDRESS),
("Client"), in consideration of the mutual promises herein contained,
agree as follows:
1. SDS grants to Client, and Client accepts, subject to all the terms
and conditions of this Agreement, a non-exclusive, non-transferable,
perpetual License to use a property and casualty information processing
system, ("System"). The System consists of certain computer software as
described in Schedule 6 of this Agreement, documentation, and
associated information.
2. Attached hereto as Schedules 1 through 6 and Appendices are System
specifications and requirements, payment terms, and other agreements
between the parties. Such schedules are incorporated herein by
reference as if set forth in full, and both parties expressly agree to
be bound by them.
3. The License granted hereunder is limited to use of the System by
the Client, for processing its data and files at any one location and
on any one NETWORK/COMPUTER. Client agrees that it will use no network
program to produce additional copies of the System to circumvent the
requirements of this paragraph. The rights, benefits, duties, and
obligations granted to Client hereunder are personal to Client, and the
Agreement may not be sold, transferred or assigned to any third party
without the express written consent of SDS. Any attempted sale,
transfer, or assignment without such consent shall be null, void, and
of no effect.
4. SDS warrants that for a period of one (1 ) year after the date of
Base System Acceptance the System will conform to the specifications as
defined herein, unless the failure to conform is caused by
Client-created error. SDS ADDITIONALLY REPRESENTS THAT THE COMMERCIAL
PROCESSING SOFTWARE (AQS) WILL CONFORM TO ISO RATING SPECIFICATIONS FOR
ONE YEAR FROM THE DATE OF EXECUTION OF THIS AGREEMENT, FOR THE RISK
CLASSIFICATIONS AND TYPE OF BUSINESS THAT THIS SOFTWARE RATES. Should
the System fail to perform within specifications during the warranty
period, SDS will respond promptly and shall not substantially interrupt
its response until the problem is corrected. If the failure to conform
to specifications is due to Client-created error, Client agrees to pay
for the services rendered in analyzing and correcting the failure.
5. Client acknowledges that the System is a confidential and
commercially valuable proprietary product of SDS, and agrees to keep
the System confidential and not to disclose it, in full or in part, to
any third party without the express written consent of
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Strategic Data Systems, Inc.
License Agreement (continued)
SDS. Client agrees, in furtherance of this provision, to exercise at
least the same degree of care with respect to the System as it
exercises with respect to its own data, records, information, materials
and processes which it deems to be confidential and proprietary in
nature.
SDS acknowledges that Client will disclose to it, during the course of
this Agreement, certain confidential and proprietary information of the
Client, and agrees not to use or disclose such information without
Client's prior written consent.
Upon termination of this Agreement, Client shall return to SDS any and
all copies of the System, or any portion thereof, whether said copies
were created by SDS or by Client.
It is expressly agreed by the parties that the termination of this
Agreement will not terminate their obligations under this paragraph.
6. APART FROM THE WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, SDS
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE
CAPABILITIES, PERFORMANCE, SPECIFICATIONS, OR CHARACTERISTICS
OF THE SYSTEM.
SDS will not be responsible for any incidental
or consequential damages, including but not limited to loss of
business or business profits, regardless of whether said
damages were foreseeable. In no event shall SDS' liability to
Client for any loss, damage or injury, regardless of the
nature of such loss, exceed the amount of payment made by
Client for the System.
7. SDS warrants that it is the owner of the System and has the right
to license it to Client. SDS further warrants that, to the
best of its knowledge, the System does not infringe upon the
proprietary interest of any third party. Client agrees to
promptly inform SDS in writing should it become aware of any
claim for such infringement, and SDS agrees to defend any such
action at its own expense, and to pay all costs and damages
finally awarded against Client or paid by Client in settlement
of such action. As a condition precedent to such payment,
Client agrees to cooperate with said defense by complying with
SDS' reasonable instructions and requests to Client in
connection with said defense.
8. Upon delivery of the System to Client, the risk of loss, damage or
destruction shall be borne by Client In the event of such
loss, damage or destruction, SDS agrees to furnish replacement
materials at its reasonable costs, but in no event be liable
for the loss or replacement of Client's data used with the
System.
9. Subject to the limitations on assignment contained in Paragraph 3,
above, this Agreement shall be binding upon the parties
hereto, their legal representatives, successors, subsidiaries
and assigns.
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Strategic Data Systems, Inc.
License Agreement (continued)
10. In addition to the payment specified in this Agreement, Client
shall pay any present or future sales, excise, use,
value-added or other similar taxes or duties levied or based
on payments made pursuant to this Agreement or on the System
in regard to its use by Client or on the Agreement.
11. Client acknowledges that SDS makes a substantial investment in the
training and development of its employees with whom Client may
come in contact during the course of this Agreement. Client
agrees to neither directly nor indirectly induce or attempt to
induce any employee of SDS to terminate his or her employment
with SDS during the term of this Agreement, without the prior
express written consent of SDS.
12. This Agreement may be terminated by SDS for nonpayment of any
monies due hereunder after thirty (30) days written notice
from SDS, or if Client fails to comply with the
confidentiality provisions contained herein. Such termination
shall not effect any other remedy for said breach to which SDS
may be entitled. This Agreement may be terminated at any time
by Client provided that Client (1 ) return all System
materials to SDS, (2) pay to SDS the balance of any unpaid
license fees, (3) pay to SDS any service fees for work
performed under this or any associated Agreement. Upon
termination, SDS shall not be responsible for the refund of
any monies paid hereunder.
13. This Agreement shall be governed by any applicable provisions of
the Uniform Commercial Code, unless the provisions of this
Agreement are inconsistent therewith. To the extent that this
Agreement entails delivery of performance of services, such
services shall be deemed "goods" within the meaning of the
Uniform Commercial Code, except when to do so would create an
inequity. For the purposes of the Uniform Commercial Code, the
License granted hereunder shall be deemed a sale of goods,
unless to do so would create an inequity.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin.
15. This Agreement supersedes all prior communications and agreements
between the parties relating to the subject matter of this
Agreement and constitutes the full understanding between the
parties with respect thereto. No waiver of any provision of
this Agreement or of any breach and no modification or
supplement hereto shall be binding, unless in writing and
signed by an officer of SDS and Client, and no waiver shall
apply to any subsequent breach of the same or similar
provision.
16. The effective date of this Agreement shall be the date on which it
is executed by an authorized officer of SDS. IN WITNESS
HEREOF the parties have caused the signatures of their duly
authorized officers to be hereunto affixed.
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Strategic Data Systems, Inc.
License Agreement (continued)
Strategic Data Systems, Inc.
License Agreement
Accepted By:
STRATEGIC DATA SYSTEMS, INC. *(NAME)
By: By:
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(Authorized Officer) (Authorized Officer)
Name: Name:
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Title: Title:
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Address: 000 Xxxxxxxxxxxx Xxxxxx Address: *(ADDRESS)
Xxxxxxxxx, XX 00000 *(ADDRESS)
Date: Date:
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Supplemental Conditions
Schedule 1 - Hardware
HARDWARE REQUIREMENTS
A. The System requires the use of a LOCAL AREA NETWORK
(LAN) AND/OR IBM AS/400 AND/OR IBM RS/6000 system
with sufficient main storage, features, and
peripheral devices to support the operation of the
system as modified.
B. All costs are predicated on Client purchasing all
hardware required to run the SDS applications through
SDS. Adjustments to pricing will be made should
Client choose to purchase hardware through a party
other than SDS. The costs quoted represent a bundled
(hardware/software) price.
C. Hardware and system software pricing is based on
prices available as of *(DATE)
D. Any license or runtime fees for any third party
software shown in the following configuration is the
responsibility of Client.
E. Hardware payment terms are as follows: (PCA ONLY)
50% upon placement of the hardware order
50% upon receipt of the hardware
F. The recommended configuration is as follows:
Quantity Description List Price Monthly Maintenance
* * * *
*(CONFIGURATION FOR ALL COMPONENTS HERE)
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Supplemental Conditions
Schedule 2 - Payment Terms
PAYMENT TERMS
A. License Agreement
1. 50% of license fee upon execution of License
Agreement.
2. 50% of license fee upon Base Systems Acceptance, as
defined in Schedule 5 of this Agreement.
B. As defined in the separate Implementation Support
Agreement (ISA), any work performed by SDS will be
billed on an hourly basis each month, as performed.
C. Other Expenses
In addition to the payments provided for above,
Client will pay SDS for the following miscellaneous
personnel expenses:
1. Mileage at the IRS published rate in force on the
date incurred.
2. All other reasonable travel and lodging expense
incurred by SDS personnel pursuant to this agreement.
3. Out-of-pocket expenses for meals or other
expenses not specified elsewhere in this
schedule.
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System Specifications
Schedule 3 - Training/Installation/Documentation
TRAINING
A. Initial base system acceptance training (both user
and operational) is included in the license fee.
Training courses are conducted by SDS personnel at
the Client site in a classroom setting equipped with
workstations, overhead projectors, a visual display
unit, a flip chart, and/or a dry erase board whenever
possible. Course books are provided for up to ten
students in each class. Workshops or exercises are
included in the class in order to provide the
participants with practical hands-on use of the
system. Additional or customized training requested
by the Client is available on a time and materials
basis.
B. The following is a list of Base System classes (one
session each) included in the license fee for Client:
COURSE TITLES AND NOS. VARY BY PLATFORM - INCLUDE
APPROPRIATE TITLES AND NOS.
# COMMERCIAL PROCESSING SYSTEM (AQS 101)
# UNDERWRITER EXPERT SYSTEM PROCESSING (UES 101)
# UNDERWRITER EXPERT SYSTEM USER MAINTENANCE (UES 102)
C. Training is limited to a reasonable number of people
per class. Additional materials for more than ten people will
be provided on a time and materials basis.
D. THIS PAYMENT OF LICENSE FEE GUARANTEES TO CLIENT THE
SOURCE CODE OF ALL COMPONENTS OF THE DESCRIBED SYSTEM
EXCEPT "WORKFLOW MANAGER", "SERVICE MANAGER", AND
"VISUAL RATER". (EMPOWER AND WPC - FOR VR - ONLY)
CLIENT WILL PAY A MONTHLY USAGE FEE IN THE AMOUNT OF
$*(USE FEE) FOR CONTINUED AVAILABILITY OF THESE THREE
PROPRIETARY COMPONENTS. (EP ONLY)
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System Specifications
Schedule 3 - Training/Installation/Documentation
INSTALLATION
A. Installation of the Base System is included in the
license fee.
B. Any hours requested of SDS will be performed on a
time and materials basis, as per the separate Implementation
Support Agreement (ISA).
DOCUMENTATION
A. The Client is provided with one printed set of user
documentation reflecting the Base System.
B. DOCUMENTATION IS ALSO AVAILABLE ON-LINE USING
MICROSOFT WORD AND DOC-TO-HELP. (WPC OR EMPOWER ONLY)
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System Specifications
Schedule 4
The *(LIST BASE FUNCTIONALITY DOCUMENTS) Base Functionality
Document(S), as (IT)(THEY) exist(S) on the date of execution
of this Agreement, IS/ARE hereby incorporated by reference as
the System Specifications.
Only the sections of this document pertaining to components
licensed by Client apply. Refer to Schedule 6 for a listing
of licensed components for Client.
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System Acceptance Test
Schedule 5
1. Upon delivery of the Base System, Client, in
conjunction with SDS, shall test the functional capabilities of the
Base System according to the USER ACCEPTANCE TRANSPORTABILITY
TEST MATRIX.
IF COMMERCIAL PROCESSING SYSTEM (AQS), REPLACE ABOVE WITH THE FOLLOWING:
Upon delivery of the Base System defined
in Schedule 6, exclusive of the Commercial Processing
System (AQS) component, Client, in conjunction with
SDS, shall test the functional capabilities of the
Base System according to the USER ACCEPTANCE
TRANSPORTABILITY TEST MATRIX. THE COMMERCIAL
PROCESSING SYSTEM COMPONENT SHALL BE TESTED ACCORDING
TO A TEST MATRIX TO BE DEFINED BY SDS AND CLIENT.
Client, in conjunction with SDS shall document any
problems identified during such testing that pertain
to the functional capabilities of the Base System.
SDS shall correct any reported problems and Client,
in conjunction with SDS, shall then agree to the
portion(s) of the USER ACCEPTANCE TRANSPORTABILITY
TEST MATRIX to be repeated.
If any problems are then identified that pertain to the functional
capabilities of the Base System, then SDS will make additional
corrections, and the above process will be repeated.
FOR WPC OR EMPOWER: THE ACCEPTANCE TEST WILL BE PERFORMED ON A NET
WORK OF THE FOLLOWING CONFIGURATION:
NETWORK OPERATING SYSTEM - NOVELL NETWARE 3.12
TOPOLOGY - ETHERNET
1 WORKSTATION WITH WINDOWS NT (2 IF UES ALSO)
3 WORKSTATIONS WITH WINDOWS FOR WORKGROUPS OR HIGHER
1 WORKSTATION WITH DOS
1 WORKSTATION CAPABLE OF RUNNING AN ORACLE DATABASE
THIS CONFIGURATION WILL USE A PC AS A HOST SYSTEM. THIS WILL NOT
DUPLICATE PROCESSING AGAINST YOUR HOST SYSTEM. (FOR EP ONLY)
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License Costs
Schedule 6
LICENSE FEE SCHEDULE
The Base System includes the following:
BASE WINDOWS INTO PROPERTY 8 CASUALTY (WPC) SYSTEM AS PER THE WPC
BASE FUNCTIONALITY DOCUMENT FOR THE FOLLOWING LINES OF BUSINESS:
(*LOB'S)
BASE POLICY AND CLAIMS ADMINISTRATION (PCA) SYSTEM AS PER THE PCA
BASE FUNCTIONALITY DOCUMENT FOR THE FOLLOWING LINES
OF BUSINESS: *(LOB'S)
BASE COMMERCIAL PROCESSING SYSTEM (AQS) AS PER THE AQS BASE
FUNCTIONALITY DOCUMENT. THIS SYSTEM WILL INCLUDE AUTOMATED
ISO/NCCI RATING, # DECLARATIONS, # SCHEDULES, AND # AUTOMATED
BUREAU FORMS FOR THE FOLLOWING LINES OF BUSINESS:
(*LOB'S)
BASE UNDERWRITER EXPERT SYSTEM (UES) AS PER THE UES BASE
FUNCTIONALITY DOCUMENT FOR THE FOLLOWING LINES OF BUSINESS:
*(LOB'S) (NOTE: INCLUDE THE BASE RULESET FOR LICENSED LOB'S, IN
THE BASE SYSTEM SPECS APPENDIX)
BASE EMPOWER SYSTEM AS PER THE EMPOWER BASE FUNCTIONALITY DOCUMENT
FOR THE FOLLOWING LINES OF BUSINESS: (*LOB'S)
TOTAL LICENSE FEE$*(LICENSE FEE)
OPTIONAL SOFTWARE (MAY BE ADDED AT ANY TIME)
(OPTIONAL SOFTWARE PRODUCTS)$*(OPTIONAL FEE)
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