Exhibit 10.5
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
LICENSE AGREEMENT # 1020-0320-6-0001
LICENSE AGREEMENT
-----------------
THIS AGREEMENT made and executed this 19th day of November, 1997 between
XXXX XXXXX & ASSOCIATES, INC. ("XXX") P. X. Xxx 000, 000 Xxxxxxx 00, Xxxxxx,
XX 00000 and COLORADO BUSINESS BANK, N.A. ("LICENSEE") having its principal
office at 000 00xx Xxxxxx, Xxxxxx, XX 00000.
WITNESSETH:
WHEREAS, XXX is engaged in the business of providing various services
relating to the design of computer software programming for use by financial
institutions; and
WHEREAS, Licensee is a financial institution engaged in providing various
financial services; and
WHEREAS, Licensee agrees to obtain from XXX, and XXX by its execution of
this Agreement, agrees to furnish to Licensee on the terms and conditions
contained herein all of the computer software and services detailed in Exhibit A
which is specifically made part of this Agreement.
NOW, THEREFORE, in consideration of the premises and in further
consideration of the performance of the terms and provisions herein contained,
XXX and Licensee do hereby contract and agree as follows:
1. Software Definition. In this Agreement Software shall mean only the
--------------------
computer application programs, manuals, specifications, other documentation or
services itemized in Exhibit A,
1
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
together with all future releases, modifications and customization furnished or
performed by XXX; in any printed, machine readable or other form including but
not limited to listings, manuals, and magnetic media.
2. Fees. Licensee agrees to pay to XXX the fees, payments and expenses
-----
set out in attached Exhibit A, for the licensed use of computer Software
programs and services described in said Exhibit A.
In addition to fees and payments provided for in this Agreement, Licensee
will promptly reimburse XXX for all actual, out-of-pocket expenses including but
not limited to travel, lodging, meals, telephone, postage and shipping costs
together with any taxes related to this Agreement that might be levied by any
governmental body against XXX, other than personal property taxes or income
taxes.
Licensee will pay XXX [ *** ] interest per month [ *** ]
--- ---
all attorney fees and expenses actually incurred by XXX in collecting any
delinquent or past due fees, payments or reimbursements of any kind due XXX by
Licensee.
3. License. XXX hereby grants and Licensee accepts a non-transferable
--------
and non-exclusive license (the "License") to use the Software described in
Exhibit A for the original term and all renewals of this Agreement.
The License granted herein is restricted as follows:
2
The Software will be used only to process data of those financial
institutions listed in Exhibit B hereto, on IBM AS/400 equipment operated only
by Licensee employees or the employees of such financial institutions.
Additional license fees for processing data for additional financial
institutions, other than those listed on Exhibit B, and for processing
acquisitions by any of the financial institutions listed on Exhibit B, on XXX
Software as described in Exhibit A, will be determined by an addendum to this
Agreement.
The License and the Software may not be assigned, sublicensed, or otherwise
transferred or copied in any manner by Licensee without prior written consent
from XXX. Licensee agrees not to remove or alter proprietary notices of XXX on
any of the materials associated with the Software.
Licensee shall use the Software only at the site locations of Licensee or
the financial institutions that are described in Exhibit B hereto. However off-
site testing and/or disaster processing is permitted provided the owner/operator
of the off-site facility has signed JHA's Confidentiality Agreement, and XXX is
promptly notified by Licensee.
Licensee also covenants and warrants to XXX that all other financial
institutions being processed and off-site test/disaster facilities will conform
to, abide by and be governed and bound by this License Agreement the same as
though they were a signing Licensee. Licensee accepts full responsibility and
liability to XXX for any violation or breach of this License Agreement by any
other financial institution being processed by Licensee and an off-site
test/disaster facility used by Licensee. If Licensee or any other financial
institution being processed by Licensee or off-site test/disaster facility
violates or breaches this or any other written agreement it has with XXX or any
of its subsidiaries, and such violation or breach is not corrected within thirty
days after Licensee receives written notice thereof from XXX, then XXX may
terminate Licensee's license to use the Software, and Licensee will cease using
the Software and will return all of same to XXX. Licensee further covenants and
warrants
3
to XXX that neither Licensee, nor any of its affiliated companies, nor
any financial institutions processed by Licensee, will employ, in any capacity,
any personnel of XXX or any of its affiliated companies within one year of their
employment termination from XXX or any of its affiliated companies, unless XXX
consents in writing.
4. Warranties. XXX warrants that unmodified Software will operate in
-----------
accordance with the then current documentation provided by XXX. This warranty
is valid for sixty (60) days from the date of last initial installation of all
of said Software. Under this warranty, XXX will correct any program errors in
the unmodified Software at no extra charge to Licensee. THIS WARRANTY IS
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL XXX BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
5. Proprietary Product. All Software, customization, modification,
--------------------
releases and optional modules furnished now or hereafter by XXX to Licensee,
shall be and remain the property of XXX, subject to the rights of the Licensee
as defined in this Agreement.
6. Term. This Agreement grants the Licensee a non-exclusive, paid-up
-----
license to use the Software described in Exhibit A, in the manner provided in
paragraph 3 above, for twenty-five (25) years immediately subsequent to the date
of this Agreement, except as modified by conditions described in paragraph 9 of
this Agreement.
7. Trade Secret. Licensee hereby acknowledges that the Software provided
-------------
by XXX under this Agreement is a trade secret of XXX, and as such is protected
by civil and criminal law, is very valuable to XXX, and that its use must be
carefully and continuously controlled. In accordance with the aforesaid,
Licensee agrees to use the highest standard of diligence to ensure the
confidentiality of the
4
Software, and will prohibit the unauthorized access to, use or duplication of
any of the Software. Licensee agrees to keep all machine-readable Software in a
secure place which is as secure as Licensee provides for its most confidential
materials. Licensee will not cause, permit nor allow the Software or materials
provided by XXX to be copied, duplicated transcribed, reverse engineered, sold
to, revealed to, or used by any other person, firm or company without prior
written consent of XXX. Licensee agrees to notify XXX immediately of the
unauthorized possession, use or knowledge of any item supplied under this
Agreement by any person or organization not authorized by this Agreement to have
such possession, use or knowledge. Licensee will promptly furnish XXX full
details of such possession, use or knowledge, and will cooperate fully with XXX
in any litigation against third parties deemed necessary by XXX to protect its
proprietary rights. Licensee's compliance with the above shall not be construed
in any way as a waiver of JHA's right to recover damages or obtain other relief
against Licensee for its negligent or intentional harm to JHA's proprietary
rights or for breach of contractual rights. If Licensee attempts or allows
others to attempt to use, copy, duplicate, transcribe or convey the items
supplied by XXX pursuant to this Agreement, in a manner contrary to the terms of
this Agreement or in derogation of JHA's proprietary rights, whether these
rights are explicitly herein stated, determined by law, or otherwise, XXX shall
have, in addition to any other remedies available to it at law or equity, the
right to injunctive relief enjoining such actions, Licensee hereby acknowledging
that irreparable harm will occur to XXX and that other remedies are inadequate.
This paragraph will survive expiration or termination of this Agreement.
8. Compliance with Laws. Licensee assumes all responsibility in assuring
---------------------
compliance with all regulations relating to Licensee's use of the Software.
9. Business Termination. At JHA's option, all of Licensee's rights under
---------------------
this Agreement shall terminate, and the Software shall be returned to XXX if the
ownership or management of Licensee
5
or any of its subsidiaries changes by reason of voluntary or involuntary
bankruptcy, receivership, conservatorship, custodianship, assignment for benefit
of creditors, seizure of assets, liquidation, dissolution, ceasing to do
business, or action by FDIC, RTC or other State or Federal authorities which
would divest control from present ownership and management of Licensee.
In the event XXX ceases to do business, the successor to JHA's assets will
be bound by this Agreement the same as XXX, and Licensee may continue to use the
Software under all the terms and conditions of this Agreement. If there is no
successor to JHA's assets, then the Software shall become the non-exclusive
proprietary product of Licensee subject to all of the confidentiality
restrictions described in paragraph 7 above, except that Licensee may reveal
Software and/or materials to third parties for the sole purpose of maintenance
and customization of the Software for the sole use of Licensee, provided said
third parties have signed similar written confidentiality restrictions.
10. Confidentiality. XXX and Licensee each agree that all information
----------------
communicated to it by the other, including the terms and conditions of this
Agreement, whether before the effective date or during the term of this
Agreement, shall be received in strict confidence, shall be used only for the
purposes of this Agreement, and that no such information shall be disclosed by
the recipient party, its agents or employees without prior written consent of
the other party, unless such information is publicly available from other than a
breach of this provision. Each party agrees to take all reasonable precautions
to prevent the disclosure to outside parties of such information, including
without limitation, the terms of this Agreement except as may be necessary by
reason of legal, accounting or regulatory requirements beyond the reasonable
control of XXX or Licensee, as the case may be.
6
11. Delivery. Delivery of said Software shall be at a time mutually
---------
agreed upon by XXX and Licensee, but in no instance shall such date be longer
than ninety (90) days following the execution of this Agreement.
12. Modification. Licensee may modify source code or procedures, but
-------------
shall notify XXX in writing of any modifications so made.
13. Statute of Limitations. No action arising out of this Agreement may be
-----------------------
brought by Licensee or XXX more than two years after the cause of action has
accrued and the injured party has actual knowledge of the accrual.
14. Complete Agreement. This document contains the entire agreement
-------------------
between the parties with respect to the transactions contained herein, and it
may be modified or altered only by a written instrument signed by all parties
hereto. Attached Exhibits A and B are part of this Agreement.
15. Headings. The headings of each paragraph contained herein are
---------
provided only for convenience and shall not he deemed controlling.
16. Binding. This Agreement shall be binding upon and inure to the
--------
benefit of the parties hereto and their respective assigns and successors.
17. Assignability. This Agreement shall not be transferable or assignable
--------------
by Licensee without prior written consent by XXX. However, Licensee may assign
its rights and obligations under this Agreement by written document, to which
XXX is a signing party, to any holding company which becomes a majority
stockholder or parent company of Licensee by voluntary action and with the
written approval of Licensee and its stockholders. In this event, both Licensee
and the assignee shall be responsible and liable to XXX for the performance of
the obligations and duties of Licensee pursuant to this Agreement.
18. Governing Law. This Agreement shall be governed by, construed and
--------------
enforced under, and subject to, the laws of the State of Missouri. If any of
the Provisions of this Agreement are
7
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
invalid under any applicable statute or rule of law, they are, to that extent,
deemed omitted. Such omission does not change the intent or binding nature of
any or all of the rest of this Agreement.
19. Services. At Licensee's request XXX will provide the following
---------
services:
(a) Software customization and/or modification, to the extent
possible with Licensee's equipment and the Software. Licensee
accepts responsibility for any requested customization and
modification.
(b) Training and education for Licensee's employees concerning the
operation and use of the Software.
(c) Consultation concerning Licensee's electronic data processing
needs,
problems and solutions.
(d) Licensee will promptly pay XXX its then current fees for services
performed per (a), (b) and (c) above plus all associated out-of-
pocket expenses. As of the date of this Agreement the current
fees for items (a), (b) and (c) above are listed in attached
Exhibit A.
20. Installation. XXX will install said unmodified Software at Licensee's
-------------
principal office so it will properly operate on Licensee's IBM computer, as
specified on Exhibit A and will assist Licensee in converting the financial
institutions listed in Exhibit B to the Software system. Licensee will furnish
data needed and requested by XXX, and will co-operate with and assist XXX
personnel in the installation and conversion of said Software. For the
installation and conversion of said Software, Licensee agrees to pay XXX its
current fees as described in Exhibit A attached hereto. [ ***
---
] All installation and conversion charges and out-of-pocket
expenses will be billed monthly and promptly paid by Licensee. JHA's current
billing terms are payable
8
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
upon receipt. A [ *** ] interest charge per month
---
[ *** ] will be added to delinquent
---
accounts. Installation of said Software will be in accordance with attached
Exhibit C which is incorporated herein.
21. Limitation of Liability. XXX shall not be liable to Licensee or any
------------------------
other person, firm or company, for failure to fulfill its obligation hereunder
due to an event of "force majeure" (herein defined as acts of God, public
disaster, fire, flood, riot, war, labor strikes/disputes, judicial
orders/decrees, government laws/regulations, or interruptions of communications,
transportation or electricity). Any liability of XXX for any loss, damage, or
cost hereunder shall be limited to actual direct damages incurred by Licensee,
but in no event shall the aggregate of liability exceed the total license fees
paid by Licensee to XXX under paragraph 2 above, nor shall any amount of the
liability include any indirect, consequential, punitive or special damages
incurred by Licensee.
22. Supersedes. This Agreement supersedes all prior agreements, if any,
-----------
for the licensed use of or the support/maintenance of other XXX software or
products.
23. Notice. Any notices under this Agreement shall be written and shall
-------
be deemed delivered when actually received, or three days after they are
deposited with the United States Postal Service, certified mail return receipt
requested when addressed to the other party at its above address, which may be
changed by written notice.
24. Counterparts. Two (2) duplicate originals of this Agreement are
-------------
executed with each party retaining one (1) copy.
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
(Seal) XXXX XXXXX & ASSOCIATES, INC.
ATTEST: 000 Xxxxxxx 00 - P. O. Xxx 000
Xxxxxx, XX 00000
(XXX)
BY: /s/ Xxxxx X. Xxxx BY: /s/ Xxxxxxx X. Xxxxxxx
------------------- ------------------------
Secretary Xxxxxxx X. Xxxxxxx
------------------------
Print/Type Name
Title: President/COO
---------------
Date: December 1, 1997
------------------
(Seal) COLORADO BUSINESS BANK, N.A.
ATTEST: 000 00/xx/ Xxxxxx
Xxxxxx, XX 00000
(LICENSEE)
BY: /s/ Xxxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
--------------------- -----------------------
Secretary Xxxxxxx X. Xxxxxx
-----------------------
Print/Type Name
Title: SVP/CFO
--------
Date: 11/25/97
---------
10
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
EXHIBIT A
---------
SOFTWARE AND SERVICES PROVIDED BY LICENSE AGREEMENT # 1020-0320-6-0001
FOR: COLORADO BUSINESS BANK, N.A., 000 00xx Xxxxxx, Xxxxxx, XX 00000 (LICENSEE)
PROGRAMMING FOR XXX SILVERLAKE SYSTEM(R) TO BE INSTALLED ON LICENSEE'S IBM
AS/400 COMPUTER
Customer Information File Customer Profitability
Demand Deposit Accounting Loan Pricing
Savings Accounting Stockholder Accounting
Account Analysis General Ledger System
Cash Reserve Gap Analysis
Cash Sweep Safe Deposit Box Accounting
ACH Origination Audit Confirmations
Automatic Funds Transfer Accounts Payable
Account Reconciliation Report Distribution System
Time Deposit Accounting Job Accounting
Individual Retirement Accounting On-Line Loan Collection System
Loan System Collateral Tracking
Equity Lines of Credit Enhanced Statement Module
SUB-TOTAL LICENSE FEE............................................................... [ *** ]
---
Interface to ACH Fed Line........................................................... [ *** ]
---
Interface to Call Reporter (Sheshunoff)............................................. [ *** ]
---
Interface to Inclearing via Fed..................................................... [ *** ]
---
Enhanced Account Analysis........................................................... [ *** ]
---
Interface to Dial-up ATM Switch (PBF File)* w/o intercept processing................ [ *** ]
---
XXX POD............................................................................. [ *** ]
---
XXX Platform System/(TM)/ (Deposits only)........................................... [ *** ]
---
Implementation of Bankers Systems, Inc. Laser Forms per attached
Exhibit BSI.................................................................... [ *** ]
---
[ *** ]
---
Interface to Regency's Express Banking (Real Time).................................. [ *** ]
---
XXX Interface to FTI - Profit Vision................................................ [ *** ]
---
XXX Interface to FTI - Enterprise Information System................................ [ *** ]
---
XXX Demand Account Reclassification Module/(TM)/.................................... [ *** ]
---
[ *** ]........................................ [ *** ]
--- ---
[ *** ]............................ [ *** ]
--- ---
11
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
[ ***
---
]
SILVERLAKE EXHIBIT A (Continued)
The following will be furnished for the above programming. Items 1, 2 and 3
below will be provided for the above programming and standard enhancements which
are generally distributed by XXX. Also, Items 2 and 3 will be provided for any
custom programming provided by XXX.
1. Documentation
2. Source Code
3. Programs on a media and in a format readable by Licensee's said
computer.
APPLICABLE TAXES:
In addition to the fees due under this Agreement, the Licensee agrees to
pay amounts equal to all taxes, if any, resulting from this Agreement, or
any activities hereunder, exclusive of property taxes and taxes based on
net income.
SERVICES PROVIDED:
1. On-site Education and Training of Licensee's employees at Licensee's
location............................................ [ ***
---
]
2. a) Configuration meeting held at Licensee's location at a time mutually
convenient to the parties, at which time XXX will review Licensee's
operation, identify programming changes necessary to conform to
Licensee's specific requirements, establish necessary form
requirements and establish timetable for installation.
b) Software installation and conversion as described in Paragraph 20.
For the above services, 2(a) and 2(b), to install JHA's Standard
Programming for XXX Silverlake
[ *** ]
---
Interface to ACH Fed Line................................................. [ *** ]
---
Interface to Call Reporter (Sheshunoff)................................... [ *** ]
---
Interface to Inclearing via Fed........................................... [ *** ]
---
Enhanced Account Analysis................................................. [ *** ]
---
Interface to Dial-Up ATM Switch (PBF File) w/o intercept processing....... [ *** ]
---
XXX POD................................................................... [ *** ]
---
XXX Platform System/(TM)/ (Deposits Only)................................. [ *** ]
---
XXX Demand Account Reclassification Module/(TM)/.......................... [ *** ]
---
[ *** [ *** ]
--- ---
]
12
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have
---
been separately filed with the Securities and Exchange Commission.
3. Program customization and consulting services as described in
Paragraph 19(a) and 19(c)................................ [ *** ]
---
4. Licensee will reimburse XXX for all out-of-pocket expenses in
providing the above services.
All fees and expenses for services will be billed monthly and promptly paid by
Licensee.
13
EXHIBIT B for LICENSE AGREEMENT # 1020-0320-6-0001
---------
FOR: COLORADO BUSINESS BANK, N.A., 000 00/xx/ Xxxxxx, Xxxxxx, XX 00000
(LICENSEE)
FINANCIAL INSTITUTIONS AND LOCATIONS
------------------------------------
NAME LOCATION BILLING ADDRESS
---- --------------- ---------------
COLORADO BUSINESS 821 17/th/ Street
BANK, N.A. Xxxxxx, XX 00000 ---------------
---------------
ATTN:
---------------
14
EXHIBIT C for LICENSE AGREEMENT # 1020-0320-6-001
FOR: COLORADO BUSINESS BANK, N.A., 000 00/xx/ Xxxxxx, Xxxxxx, XX 00000
SOFTWARE IMPLEMENTATION PLAN
----------------------------
1. All applications for the Licensee will be converted at the same time
on a date mutually agreed upon by XXX and Licensee.
2. XXX will write conversion programs to translate and convert all
balance, transaction, history, customer, and master files from
Licensee's current system to JHA's Silverlake System.
3. Licensee's files will be provided to XXX on 1600 bpi nine track
magnetic tape, along with field descriptions, record layouts and other
documentation necessary to interpret the data contained in said files.
4. XXX will assist Licensee in the initial set up of the bank control
files and in the selection and designation of all parameters necessary
to duplicate Licensee's product offerings including, but not limited
to, service charge, interest rates, maturity schedules, statement
cycles, etc.
5. Prior to the scheduled Final Conversion Date, on a date mutually
agreed upon by XXX and Licensee, XXX will provide a pre-conversion
test of the Software by processing all applications to be converted on
Licensee's IBM AS/400 computer. The test will include, but not be
limited to: receiving magnetic tapes as of a specified date from
Licensee's current system; converting the files from said magnetic
tapes to the Silverlake System; adding the next subsequent processing
days transactions; processing all applications of the Software;
producing and printing all standard system reports, customer
statements, customer notices, and balancing all applications to
application reports generated by Licensee's current system. XXX will
review the results of the test with Licensee for the purpose of
identifying errors and/or potential conversion problems. Licensee
will review all reports, notices, and statements generated for
appearance, accuracy, and acceptability. Licensee will report and XXX
will correct, prior to the scheduled Final Conversion Date, all data
conversion errors.
6. XXX agrees to accurately convert all monetary and non-monetary data.
XXX will assist Licensee in balancing data converted to the Silverlake
System to application reports generated by Licensee's current system.
All out-of-balance conditions and data conversion discrepancies will
be researched and identified jointly by Licensee and XXX. XXX will
correct, at its own expense, all data which was incorrectly converted
due to error of XXX. XXX will correct, at Licensee's request and
expense, all data which was incorrectly converted due to error of
Licensee.
15
SILVER LAKE - Exhibit C - continued
7. XXX will provide Licensee written documentation for the Silverlake
System within thirty (30) days of the execution of this Agreement.
Licensee will be responsible for preparing customized user and
procedural documentation for each department.
8. XXX will provide Licensee with access to a test bank on Licensee's IBM
AS/400 for the purpose of training Licensee's employees to use the
Software. XXX will provide training before, during, and after the
conversion to assist Licensee's employees in learning to use and
operate the Software.
9. Prior to the scheduled Final Conversion, XXX agrees to provide program
customization and modifications per the detailed written request of
Licensee, which must be accepted in writing by XXX.
10. "Final Conversion Date" shall mean the point at which the applications
have been successfully converted, balanced and updated on Licensee's
new system, such that the applications meet all acceptance test
criteria as set forth in the XXX Silverlake System Conversion and
Verification Document, at which time a representative of XXX and a
representative of Licensee will sign the Cover Page of said Document.
The XXX Silverlake System Conversion and Verification Document is
incorporated herein by reference. The Cover Page to such Document is
attached hereto as Exhibit D.
16
EXHIBIT D for LICENSE AGREEMENT # 1020-0320-6-0001
FOR: COLORADO BUSINESS BANK, N.A., 000 00xx Xxxxxx, Xxxxxx, XX 00000
COVER PAGE TO THE
-----------------
XXX SILVERLAKE SYSTEM CONVERSION AND VERIFICATION DOCUMENT
----------------------------------------------------------
The following signature blocks shall be executed by Xxxx Xxxxx and Associates,
Inc., Monett, Missouri (XXX), and COLORADO BUSINESS BANK, N.A. (Licensee), upon
successful conversion, balance and updating of a Software system installed by
XXX on behalf of Licensee pursuant to Exhibit C to a certain License Agreement
dated _______________ by and between XXX and Licensee.
COLORADO BUSINESS BANK, N.A. XXXX XXXXX & ASSOCIATES, INC.
000 00/xx/ Xxxxxx X. Xxxxxxx 00 - X. O. Xxx 000
Xxxxxx, XX 00000 Xxxxxx, XX 00000
(Licensee) (XXX)
By: By:
---------------------------------- ---------------------------------
---------------------------------- ---------------------------------
Print/type name Print/type name
Title: Title:
------------------------------ ------------------------------
Date: Date:
-------------------------------- -------------------------------
17
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[ *** ]", have been
---
separately filed with the Securities and Exchange Commission.
EXHIBIT BSI
-----------
1 - Licensee will sign a separate LICENSE/SUPPORT-LINE AGREEMENT (LSLA)
directly with Bankers Systems, Inc (BSI) which will permit Licensee to
acquire and use the proprietary Laser Forms of BSI on the XXX Platform
System/(TM)/
2 - Licensee will pay XXX in advance as follows:
[ ***
---
]
3 - Licensee will receive support for use of BSI's Laser Forms directly
from BSI and not from XXX. The Warranty on said Laser Forms is granted to
Licensee by BSI in said LSLA. Licensee understands and agrees that XXX makes
no warranty or guaranty of said Laser Forms, and has no liability or
responsibility to Licensee or any other entity for said Laser Forms, or the
use thereof.
18
AUTHORIZED PERSONNEL OF
-----------------------
COLORADO BUSINESS BANK, N.A., 000 00xx Xxxxxx, Xxxxxx, XX 00000 (LICENSEE)
The following employees/officers of Licensee are authorized by Licensee to
contact and work with XXX on support, maintenance, customization or
modifications of XXX Software. This list may, from time to time, be changed by
Licensee upon written notice to XXX.
NAME POSITION
---- --------
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
COLORADO BUSINESS BANK, N.A.
000 00/xx/ Xxxxxx
Xxxxxx, XX 00000
(LICENSEE)
BY: /s/ Xxxxxxx X. Xxxxxx
---------------------
TITLE: SVP/CFO
-------
DATE: 11/25/97
--------
19
------------------------------------------------------------------------------
BANK EMPLOYEE AUTHORIZED FOR
------------------------------------------------------------------------------
CBB-DENVER XXXXXX XXXXXX PROFIT, DL
CBB-DENVER XXXXXXX XXXXX ALL
CBB-DENVER XXXXXX XXXXXX ALL
CBB-DENVER XXXXX XXXXXXX BATCH PROCESSING
CBB-DENVER XXXX XXXXXXX GL
CBB-DENVER XXXXX XXXXXX SECURITY, BKKP
CBB-DENVER XXXX XXXXXXX AUDIT FUNCTIONS
CBB-DENVER XXXXX XXXXXXXXX* ALL
CBB-DENVER XXXXX XXXXXXXXX LOANS
CBB-DENVER XXXXX XXXX ALL
20
