Services Agreement - BISYS Inc. and Internet Organizing Group Inc.
SERVICES AGREEMENT
BISYS, INC. Contract No. CHH-2217
11 Greenway Plaza Price List No. 12-91
Houston, Texas 77046-1102
Client INTERNET ORGANIZING GROUP, INC.
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Address 7000 PEACHTREE/DUNWOODY ROAD, BUILDING 10, SUITE 300
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City ATLANTA State GEORGIA Zip Code 30328
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1. SCOPE OF AGREEMENT
Client agrees to convert to the BISYS system (defined in Paragraph 2(C) below)
and BISYS, Inc. ("BISYS") shall provide Client, in accordance with this
Agreement, the services selected by Client from BISYS' then applicable Standard
Services Price List and/or Special Services Price List (collectively, the "Price
Lists") (collectively, the "Services"). BISYS shall provide the reports listed
on the Standard Reports List and Special Reports List as applicable to the
Services selected by Client. The current Price Lists are attached hereto and
made a part hereof.
2. TERM OF AGREEMENT
A. The initial term of this Agreement shall commence the date this Agreement
is executed by both parties and end 36 full calendar months after the
"Conversion Date" (as defined in Paragraph 4 (B)) (the "Initial Period").
B. The Agreement shall automatically continue after the Initial Period for
subsequent consecutive terms of three years each unless and until it is
terminated by either party upon written notice to the other given at least
180 days prior to the end of the Initial Period or any additional three
year period.
C. If Client has given BISYS notice pursuant to Paragraph 2(B) and Client
intends to deconvert from the BISYS data processing system ("BISYS
System"), Client may, upon written notice to BISYS given at any time during
the final 120 days of this Agreement (as determined in accordance with 2(B)
above) or any extension hereof pursuant to this Paragraph 2(C), extend the
termination date to the date indicated in such notice, which date shall not
be, in any event, less than 120 days after the date of such notice.
Commencing at the end of the Initial Period or any renewal period (as
applicable), Client shall pay for Services at the prices set forth in the
then current BISYS Price Lists notwithstanding the giving of extension
notice.
D. Continuing obligations under this Agreement including, without limitation,
those relating to "BISYS Products" (defined in Paragraph 10(A));
"Confidential Information" (defined in Paragraph 10(F)) and "Client Files"
(defined in Paragraph 8(A)), shall survive any termination.
3. CHARGES
A. Each month commencing Conversion Date, whether or not Client actually uses
any Services during such month, Client shall pay a minimum monthly amount
equal to the greater of (i) $__________ (ii) BISYS' charges for the
Services actually used by Client during such month; or (iii) ____% the
charges invoiced to Client for the month immediately preceding any
deconversion by Client if Client deconverts from the BISYS System.
B. The initial charges for the Services are specified in the Price Lists, and
shall be recorded by the BISYS System or by any other means used by BISYS
of determining Client's usage. The charges for the Services listed on the
Standard Services Price List as of the date hereof will not be changed by
BISYS until the expiration of the first year following Conversion Date.
Thereafter, during the remaining term of the Initial Period, the charges
for the Services listed on the Standard Services Price List may be changed
by BISYS at any time and from time to time upon at least 90 days prior
written notice to Client. During the Initial Period, the charges for the
Services listed on the Special Services Price List as of the date hereof
may be changed by BISYS at any time after the date hereof upon at least 90
days prior written notice to Client. After the Initial Period, the charges
for the Services listed on the Price Lists shall automatically, and without
notice, be changed to BISYS' standard (non-discounted) list prices then in
effect for the respective Services; such prices may, thereafter, be changed
by BISYS, at any time and from time to time, upon at least 90 days prior
written notice to Client.
C. There shall be added to all charges for the Services furnished Client
hereunder amounts equal to any applicable taxes levied or based on such
Services, exclusive of taxes based on BISYS' income.
D. No later than the 5th day of each calendar month, BISYS shall invoice (the
"Monthly Invoice") Client: (i) for all Services projected to be used by
Client during that billing month (the "Billing Month") which charge will be
based upon either actual usage and number of accounts during the month
prior to the Billing Month or the minimum charge pursuant to Paragraph
3(A); (ii) an amount equal to 100% of the recurring pass through charges
(e.g. communication charges) actually utilized by Client during the prior
month as the estimated pass through charges for the Billing Month; (iii)
adjustments (debits/credits) to the prior month's estimated charges set
forth in (i) and (ii) above and; (iv) all other charges incurred by Client
during the prior month. For the projected portion of the invoice, the
first Monthly Invoice shall be based upon BISYS' estimates of usage and
shall also include for the prior month (during which the Conversion Date
occurred) a full month's charges unless the Conversion Date is after the
15th of the prior month, in which event Client shall be assessed one-half
month's charges for the prior month. Client agrees to pay all amounts set
forth in the Monthly Invoice by automatic debit by BISYS on the last
business day of the Billing Month from a Client bank account established
for this purpose (the "Payment Account"). Client agrees to execute any and
all required documentation to enable BISYS to perform such automatic
debiting of the Payment Account. If Client fails to pay any amounts due
under this Agreement, Client shall, upon demand, pay interest at the rate
of 1-1/2% per month, but in no event more than the highest interest rate
allowable, on such delinquent amounts from their due date until the date of
payment. Client agrees to reimburse BISYS for any and all expenses BISYS
may incur, including reasonable attorney fees, in taking action to collect
any amounts due BISYS hereunder. All amounts due must be paid prior to
Client's deconversion from the BISYS System.
4. CONVERSION TO THE SERVICES
A. BISYS shall, to the extent applicable, convert machine readable Client
Files to make them compatible with the Services selected by Client from the
Standard Services Price List. Client agrees to cooperate with BISYS and
provide all necessary information and assistance required for BISYS to
successfully convert such Client Files. Client will assign a liaison
person to assist and cooperate with BISYS in such conversion.
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B. BISYS shall determine in accordance with its normal acceptance procedures
when the applicable Client Files have been successfully converted and when
the Services selected by Client from the Standard Services Price List are
operational and available for Client's use. The date the first of the
Services selected by Client from the Standard Services Price List is
operational and available for Client's use is the "Conversion Date".
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5. AVAILABILITY OF THE SERVICES
A. Hours for accessing Services on an on-line basis ("On-Line Hours") at the
BISYS data center providing Services to Client ("Data Center") are 7:00
A.M. to 9:00 P.M. Monday through Friday and 7:00 A.M. to 5:00 P.M. Saturday
(Data Center time) exclusive of BISYS holidays (New Years Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day). A
particular Service may also be available at other than On-Line Hours; in
which event Client may, at its option and subject to any additional charges
therefor, use that Service at such other times.
B. BISYS will make every reasonable effort to have the Services available
during the On-Line Hours. However, BISYS cannot and does not guarantee
such availability. Accordingly, Client's remedy and BISYS' sole liability
to Client or any third party for claims, notwithstanding the form of such
claims (e.g., contract, negligence or otherwise), arising out of (i) the
unavailability of the BISYS System or (ii) the interruption in or delay of
the Services provided or to be provided by BISYS hereunder, shall be for
BISYS to use all reasonable efforts to make the BISYS System available
and/or to resume the Services as promptly as reasonably practicable.
C. Client shall, at it's expense, be responsible for delivering and
transmitting to and from Client's offices, the offices of the applicable
regulatory authorities and any other location authorized by Client, and the
Data Center all data and information necessary for BISYS to furnish the
Services to Client.
6. USE OF THE SERVICES
A. Client is exclusively responsible for the consequences of its own actions;
for any instructions it gives BISYS; for its failure to access the Services
in the manner prescribed by BISYS, and for its failure to supply accurate
input information. Client is responsible for auditing, balancing,
verifying the correctness of calculation routines (such as interest and
service charges) and reconciling any out-of-balance condition, and for
notifying BISYS of any errors in the foregoing within three business days
after receipt of the incorrect information. Client's remedy and BISYS'
sole liability to Client or any third party for any claims, notwithstanding
the form of such claims (e.g., contract, negligence or otherwise), arising
out of errors or omissions in the Services provided or to be provided by
BISYS hereunder and caused by BISYS shall be for BISYS to furnish the
correct report and/or to correct the applicable Client Files, provided that
Client promptly advises BISYS thereof.
B. Client shall use the Services in accordance with such reasonable
instructions as may be established by BISYS from time to time as set forth
in any written materials furnished by BISYS to Client.
C. Except as otherwise permitted by BISYS, Client will use the Services only
for its own internal and proper business purposes and will not sell or
otherwise provide, directly or indirectly, any of the Services or any
portion thereof to any third party.
D. Client shall not make any alteration, change or modification to any of the
computer programs, data bases and/or BISYS supported files used by BISYS in
connection with providing the Services to Client hereunder, without BISYS'
prior written consent in each instance.
E. BISYS shall give Client written notice of any BISYS system change which
materially affects Client. Nothing herein shall preclude or limit BISYS'
ability to make changes to its data processing system.
7. COMMUNICATION LINES AND EQUIPMENT.
A. BISYS shall order, on Client's behalf and with Client's approval, the
installation of appropriate telephone lines and communications equipment to
enable Client to access the Services. Client shall pay all charges
relating to the installation and use of such telephone lines and
communications equipment.
B. BISYS shall not be responsible for the reliability, or continued
availability, of telephone lines and communications equipment used by
Client in accessing the Services.
8. FILE SECURITY AND RETENTION.
A. Any Client data bases and files or other information provided by Client to
BISYS for use with the Services (the "Client Files") shall remain the
confidential property of Client. BISYS will provide reasonable security
provisions to insure that third parties do not have access to the Client
Files. BISYS reserves the right to issue and change regulations and
procedures from time to time to improve file security. BISYS will instruct
its employees having access to the Client files to keep the same
confidential by using the same care and discretion that BISYS uses with
respect to its own confidential property.
B. BISYS will take reasonable precautions to prevent the loss of, or
alteration to, Client Files, but BISYS cannot guarantee against any such
loss or alteration. Accordingly, Client will, to the extent deemed
necessary by Client, keep copies of all source documents of information
delivered to BISYS and will maintain a procedure external to the BISYS
System for the reconstruction of lost or altered Client Files. In
connection with the foregoing, it is understood that Client shall assume
and be responsible for risk of loss and/or damage to documents and records
while they are in transit to and from the Data Center.
C. During the term of this Agreement, BISYS will retain the Client Files in
accordance with, and to the extent provided by BISYS' then prevailing
records retention policies for the Services, which policies will be
consistent with guidelines covering the Services established by appropriate
regulatory authorities. BISYS will, upon the expiration of any retention
period for Client Files, dispose of Client Files in any manner deemed
appropriate by BISYS unless Client, prior to such disposal, furnishes to
BISYS written instructions for the disposition of such Client Files at
Client's expense. Client shall pay for the provision of Client Files to
Client at BISYS' standard rates for such services and BISYS shall provide
such Client Files provided that BISYS has been paid for all Services
provided hereunder through the date such requested Client Files are
returned to Client.
D. BISYS has a written Disaster Recovery Plan establishing emergency
procedures, including off-premises backup facility. In connection
therewith, BISYS has prepared a Disaster Recovery Manual. The Disaster
Recovery Plan and Disaster Recovery Manual are available at the Data Center
for examination by bank auditors and examiners and, as they may be modified
from time to time, will remain in existence during the term of this
Agreement. BISYS shall provide Client, upon written request, with
information necessary for Client to develop a disaster contingency plan
which will work in concert with BISYS' Disaster Recovery Plan.
9. DUTIES UPON TERMINATION; RETURN OF RECORDS.
A. Upon the termination of this Agreement for any reason, BISYS will dispose
of all Client Files still in the BISYS System in any manner deemed
appropriate by BISYS unless Client, not later than 30 days after such
termination, furnishes to BISYS written instructions for the disposition of
such Client Files at Client's expense as set forth in Paragraph 9(B).
B. At Client's request as set forth in Paragraph 9(A), BISYS shall deliver to
Client all of the Client Files then retained by BISYS including file
layouts and their descriptions in BISYS format and shall provide in
accordance with BISYS deconversion policies, reasonable and necessary
assistance with the deconversion from the BISYS System to a non-BISYS
system ("Deconversion"). Client shall pay BISYS for Deconversion
assistance in accordance with BISYS' then current Deconversion rate
schedule. Payment for Deconversion together with all other payments which
are due, and which will become due pursuant to the provisions of this
Agreement shall be paid to BISYS prior to delivery of such Client Files.
C. Client Files returned to Client shall be in a standard BISYS machine
readable format.
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10. OWNERSHIP, USE AND CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL
INFORMATION.
A. All computer programs and related documentation made available, directly or
indirectly, by BISYS to Client as part of the Services (the "BISYS
Products") are the exclusive and confidential property of BISYS or the
third parties from whom BISYS has secured the right to use such computer
programs and documentation.
B. A personal, non-exclusive, non-transferable right and license is being
granted to Client to use, during the term of this Agreement, any
applications software programs included in the BISYS Products (the
"Application Programs") which are delivered to Client as part of the
Services solely for Client's own business usage. Client shall not have any
interest in the Applications Programs except for this limited license.
C. Client shall receive all improvements, enhancements, modifications and
updates to any Applications Programs which are delivered to Client as part
of the Services if, and as, made available by BISYS to its clients
generally. All such improvements, enhancements, modifications and updates
shall be delivered to Client in the form of a computer media, which media
shall be provided to Client by BISYS and shall be installed by Client. If
Client fails to install any such media within 45 days of its receipt from
BISYS, BISYS shall have no further obligation to provide Client with
improvements, enhancements, modifications or updates to such Application
Programs.
D. Client acknowledges that it shall be deemed a sublicensee of BISYS for any
systems software programs included in the BISYS Products (the "Systems
Programs") which are delivered to Client as part of the Services. Client
accepts a sublicense from BISYS of the Systems Programs on a personal,
non-exclusive, non-transferable basis with the right to use, during the
term of this Agreement, such Systems Programs solely in connection with the
Services.
E. Client shall not copy, in whole or in part, any BISYS Products or related
documentation, whether in the form of computer media, printed or in any
other form. Client shall not make any alteration, change or modification
to any BISYS Products.
F. Client shall treat as confidential and will not disclose or otherwise make
available any of the BISYS Products or any trade secrets, processes,
proprietary data, information or documentation related thereto including,
without limitation, any flow charts, logic diagrams or source code
(collectively the "Confidential Information"), in any form, to any person
other than employees of Client. Client will instruct its employees who
have access to the BISYS Products and the Confidential Information to keep
the same confidential by using the same care and discretion that Client
uses with respect to its own confidential property and trade secrets. Upon
the termination of this Agreement for any reason, Client shall return to
BISYS any and all copies of the BISYS Products and the Confidential
Information which are in its possession.
11. GOVERNMENTAL AGENCIES.
A. Client shall provide all required notices to the appropriate regulatory
authorities concerning the initiation or termination of this Agreement, or
of any substantial changes in the Services being provided to Client. BISYS
agrees that any and all Client Files maintained by it for the Client
pursuant to this Agreement shall be available for inspection by the
appropriate regulatory authorities and Client's internal auditors and
independent public accountants, upon prior written notice to BISYS. All
costs incurred by BISYS in the preparation of data for inspection,
examination or audit will be charged to Client at BISYS' then standard
rates for such services.
B. BISYS shall provide annually to the appropriate regulatory authorities any
Third Party Review Reports prepared by independent public accountants with
respect to the Services performed by BISYS at the Data Center and copies of
BISYS' audited financial statements. By entering into this Agreement,
BISYS agrees that it extends to the Office of Thrift Supervision ("OTS")
the same authority and responsibility (as applicable to Client) provided to
the other regulatory agencies pursuant to the Bank Service Corporation Act,
12 U.S.C. 1867(C) relating to services performed by contract or otherwise.
C. If after the date hereof any modifications to the Services shall be
required by law or by any governmental regulatory authority, BISYS shall,
except to the extent such changes may be beyond the capability of the BISYS
System to implement, conform the Services to be in compliance with such
modified laws or governmental regulations. BISYS may, at its discretion,
pass on, in whole or in part, on an equitable basis to all users of the
Services (including Client) affected by any such modification the actual
costs incurred by BISYS in making any such modification to the Services.
12. WARRANTY.
A. BISYS represents and warrants that the Services will conform materially to
their design specifications and user documentation which may be changed
from time to time. This warranty shall not extend to any of the computer
programs, data bases and/or BISYS supported files used by BISYS in
connection with providing the Services to Client hereunder which have been
altered, changed or modified in any way, without BISYS' prior written
consent in each instance.
B. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION OF LIABILITY.
A. The remedies specified in this Agreement constitute Client's sole and
exclusive remedies in the event of any alleged defaults by BISYS under this
Agreement. BISYS' sole liability, if any, for damages (monetary or
otherwise) resulting from claims made by Client or any third party arising
from or related to any and all causes not covered by the foregoing remedies
shall be limited to the lesser of (i) the amount of actual damages incurred
by Client or (ii) an amount which shall not exceed the charges paid by
Client during the six (6) month period immediately preceding the event from
which such liability arose for the Services performed which gave rise to
the claim.
B. IN NO EVENT WILL BISYS BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF
ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF BISYS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
14. PATENT AND COPYRIGHT INDEMNIFICATION.
BISYS will hold Client harmless and, at its own expense, will defend any action
brought against Client based on a claim that the Services used within the scope
of this Agreement infringe a United States patent or copyright provided Client
notifies BISYS promptly in writing of the claim, BISYS has sole control of the
defense of the action and all negotiations for its settlement or compromise, and
Client cooperates with BISYS in the defense of the action. In the event any of
the Services becomes, or in BISYS' opinion is likely to become, the subject of a
claim of infringement of patent or copyright, BISYS, at its option, may (i)
secure for Client the right to continue using such Service(s), (ii) replace or
modify such Services to make it or them non-infringing, (iii) cease providing
the affected Service(s) or (iv) if none of the foregoing options is commercially
reasonable, in BISYS' opinion, terminate this Agreement. If BISYS exercises its
option hereunder to terminate this Agreement, such termination shall be at no
penalty to BISYS except that BISYS shall provide the Deconversion assistance
described in Paragraph 9(B) at no charge to Client.
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<PAGE>
15. INSURANCE.
BISYS shall maintain, during the term of this Agreement, $10,000,000 of coverage
under a Blanket Crime Policy covering fraudulent and dishonest acts committed by
its employees for which it is legally responsible. BISYS shall maintain, on its
own behalf, insurance coverage for loss from fire, disaster, or other causes
contributing to interruption of normal services. Client, at its own expense,
will maintain all insurance and fidelity bonds required by the applicable
regulatory authorities.
16. DEFAULT; REMEDIES UPON DEFAULT.
A. Any of the following events will constitute an "Event of Default" under the
Agreement: (i) non-payment of any amounts due hereunder to BISYS by
Client; (ii) non-performance of any of Client's or BISYS' other material
obligations hereunder; (iii) if any representation or warranty of Client or
BISYS is materially breached; (iv) if Client or BISYS files a petition for
bankruptcy or becomes the subject of an involuntary bankruptcy petition
which is not vacated within 60 days of filing, or becomes insolvent; or (v)
if any substantial part of Client's or BISYS' property becomes subject to
any levy, seizure, assignment, application or sale for or by any creditor
or governmental agency.
B. Upon occurrence of an Event of Default under the Agreement, the
non-defaulting party may, at its option, terminate this Agreement provided
at least 30 days (or longer period as may be required by the applicable
regulatory authorities) prior written notice has been given to the other
and such default has not been cured within such period. Upon such
termination by BISYS, BISYS may declare all amounts due and to become due
hereunder immediately due and payable. The remedies contained in this
Paragraph 16 are cumulative and in addition to all other rights and
remedies available to the parties under this Agreement or by operation of
law or otherwise.
17. FORCE MAJEURE
BISYS shall not be liable or deemed to be in default for any delay or failure to
perform under this Agreement or for interruption of the Services resulting,
directly or indirectly, from any cause beyond BISYS' reasonable control.
18. GENERAL.
A. BISYS shall provide Client upon written request, copies of The BISYS Group,
Inc.'s (BISYS' parent corporation) current audited financial statements.
B. Client acknowledges that it has not been induced to enter into this
Agreement by any representation or warranty not set forth in this
Agreement. This Agreement contains the entire agreement of the parties
with respect to its subject matter and supersedes all existing agreements
and all other oral, written or other communications between them concerning
its subject matter. This Agreement shall not be modified in any way except
by a writing signed by both parties.
C. The failure by either party hereto to insist upon strict performance of any
of the provisions contained herein shall in no way constitute a waiver of
its rights as set forth herein, at law or equity, or a waiver by either
party of any other provisions or subsequent default by the other party in
the performance of or compliance with any of the terms and conditions set
forth herein.
D. This Agreement may not be assigned by either party, in whole or in part,
without the prior written consent of the other which consent shall not be
unreasonably withheld. It shall not be deemed an assignment requiring
consent if the stock of either is sold, or all, or substantially all, of
the assets are sold so long as such sale does not materially negatively
affect the basis of the financial bargain upon which this Agreement is
based as of the date hereof and such sale does not materially negatively
affect the provision of the Services hereunder. If there is such a
negative impact, then the sale shall be deemed an assignment requiring
consent as set forth above. This Agreement shall be binding upon and shall
inure to the benefit of BISYS and Client and their respective successors
and permitted assigns.
E. If any provision of this Agreement (or any portion thereof) shall be held
to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remainder of this Agreement shall not in any way be
affected or impaired thereby.
F. The headings in this Agreement are intended for convenience of reference
and shall not affect its interpretation.
G. The individuals executing this Agreement on behalf of BISYS and Client do
each hereby represent and warrant that they are duly authorized by all
necessary action to execute this Agreement on behalf of their respective
principals.
H. Client acknowledges that a breach of any of its obligations under this
Agreement relating to the BISYS Products and/or the Confidential
Information will cause BISYS irreparable injury and damage and therefore
may be enjoined through injunctive proceedings in addition to any other
rights or remedies which may be available to BISYS, at law or in equity and
BISYS grants Client the same rights with respect to a breach of BISYS'
obligations relating to the confidentiality of Client Files.
I. During the term of this Agreement, neither party hereto shall, directly or
indirectly, solicit or encourage to leave, any employee of the other
without prior written consent, which consent shall not be unreasonably
withheld.
BISYS, INC. INTERNET ORGANIZING GROUP, INC.
Agreed to: /s/ Paul Bourke Agreed to: /s/ T. Stephen Johnson/Donald S. Shapleigh, Jr.
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(signature-Authorized Officer) (signature-Authorized Representative)
Name: Paul Bourke Name: T. Stephen Johnson/Donald S. Shapleigh, Jr.
-------------------------------------------------- -----------------------------------------------------------
(print or type) (print or type)
Title: President & CEO Date: August 22, 1996 Title: Chairman/President Date: August 21, 1996
---------------------- ------------------- ------------------------------- --------------------
(print or type) (print or type)
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THIS AGREEMENT SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AUTHORIZED OFFICERS OF BISYS AND CLIENT.
BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO BIND BISYS.
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ADDENDUM TO SERVICES AGREEMENT NO. CHH-2217-12-91
SERVICES AGREEMENT DATED AS OF 8/22/96
Reference is made to the above Services Agreement between the undersigned (the
"Agreement") to which this Addendum is attached and made a part thereof.
The Agreement is hereby amended and supplemented as follows:
1. Except as expressly amended and supplemented hereby, all terms defined in
the Agreement shall have the same meanings when used herein.
2. CHARGES
2.1 Section 3 of the Agreement is amended by adding the following new
Paragraphs after Paragraph 3(D):
"E. For purposes of this Agreement and Addendum, the following
definitions shall apply:
1. The term "Exhibit A Services" shall mean the Services
identified on attached Exhibit A (both the Standard Services
and Special Services listed on Exhibit A). The parties
agree that included in the definition of Exhibit A Services
are Client usage of any features associated with the
Services listed on the Standard and Special Services portion
of Exhibit A which features are in existence and available
to Client as of the date of this Addendum. Neither
features, nor Services, listed on the Price Lists as of the
date hereof, but not set forth on Exhibit A shall be deemed
to be part of the Exhibit A Services and such other Services
and/or features shall be billed to Client in accordance with
the provisions of Paragraph 3(G) (set forth in Paragraph 3.2
of this Addendum. The parties also agree that Exhibit A
Services are recurring Services and do not include any
installation charges, training charges, one-time license
fees or any other one-time charges; the charges for which
are not included in the "Fixed Monthly Charge" (as defined
in Paragraph 3(F) below).
2. The term "One Year Period(s)" shall mean each twelve (12)
month period commencing on Conversion Date and the
indication as to which 12 month period is indicated will be
with the addition of an ordinal number preceding the term
One Year Period, i.e., First One Year Period, Second One
Year Period, etc.
3. The term "Base Accounts" shall mean up to ______ Client
accounts.
4. The term "Client Accounts" shall mean the number of
accounts, both asset and liability, on the BISYS System.
F. For any and all Client usage of Exhibit A Services, Client shall
pay BISYS each month a fixed monthly charge (the "Fixed Monthly
Charge"), in accordance with the following:
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1. During the First One Year Period, the Fixed Monthly Charge shall
be $________ for up to _____ Base Accounts, provided, however,
that BISYS shall review the number of Base Accounts on the BISYS
System on a quarterly basis during the First One Year Period and
if at the time of such review the number of Client Accounts
exceeds _____ then the Fixed Monthly Charge will be adjusted and
calculated as (x) $________ plus (y) the number of Base Accounts
in excess of _____ times the appropriate "Per Account Fee" set
forth below.
2. At the end of each One Year Period, BISYS will determine the
number of Client Accounts on the BISYS System (the "Year End
Accounts"), and the Fixed Monthly Charge shall be adjusted for
the next One Year Period based on the number of Year End
Accounts. The Fixed Monthly Charge for the next One Year Period
will be calculated as: (x) the number of Year End Accounts times
(y) the appropriate Per Account Fee set forth below, provided,
however, that during the Second One Year Period, the Fixed
Monthly Charge may be adjusted if the number of Client Accounts
determined by BISYS at the end of the sixth month during the
Second One Year Period exceeds the number of Year End Accounts
determined at the end of the First One Year Period, in which case
the Fixed Monthly Charge would be calculated as (x) the then
current Fixed Monthly Charge plus (y) the number of Client
Accounts determined at the end of the fifth month during the
Second One Year Period in excess of the number of Year End
Accounts determined at the end of the First One Year Period times
the appropriate Per Account Fee below.
Number of Year
End Accounts Per Account Fee
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______ - 10,000 $____
10,001 - 20,000 ____
20,001 - 35,000 ____
35,001 - 50,000 ____
50,001 - 70,000 ____
70,001 - 100,000 ____
More than 100,000 ____
3. On the first day of each One Year Period after the First One
Year Period, BISYS may increase the Per Account Fee by a
percentage equal to the percentage increase in the United States
Consumer price Index as published by the Bureau of Labor
Statistics, United States Department of Labor, during the twelve
month period immediately preceding the date of any increase.
G. In addition to the Fixed Monthly Charge, Client shall pay to BISYS
each month:
1. For all usage of Services (both Standard and Special) not
specifically set forth on Exhibit A; and
2. For all pass-through charges at cost incurred by BISYS solely on
behalf of Client; and
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3. For all telecommunications charges (which equal BISYS' actual
cost plus twenty percent), which charges shall include BISYS'
providing phone line monitoring, consulting services and
administrative services associated with telecommunications
Services.
H. BISYS' standard conversion services listed on the Special Services
Price List as "Conversion of Standard Applications" shall be provided
to Client for $_________. This charge includes, without limitation,
all technical services provided by BISYS to EDIFY, Inc., AT&T Corp.,
Client and Check Free associated with creating an interface between
(a) the Internet and the BISYS System and (b) Client's system and the
BISYS System, prior to Conversion Date. In addition to such fee,
Client agrees to pay all reasonable out-of-pocket expenses directly
related to the Conversion Services not included in BISYS' provided
standard conversion services, including, but not limited to, data
communications, terminal equipment charges and reasonable travel and
lodging expenses.
I. BISYS agrees that the one time installation and licensing charges
associated with the Services selected by Client on Conversion Date are
payable to BISYS as follows: ___________ on the execution date of this
Agreement, and _________ on September 1, 1996.
3. AVAILABILITY OF THE SERVICES.
3.1 Paragraph 5(A) of the Agreement is amended by deleting the Paragraph
in its entirety and replacing it with the following language:
"Hours for accessing Services on an on-line basis at the BISYS
Data Center providing Services to Client ("Data Center") are
twenty-three hours each day, seven days per week ("On-Line
Hours"). BISYS agrees that the one hour of unavailability of the
Services caused by BISYS will occur between the hours of 12:00
A.M. and 6:00 A.M. (Eastern Time). In addition, BISYS agrees to
provide Client prior written notice of any other hours of
unavailability of the Services caused by BISYS for the purpose of
upgrading and maintaining the BISYS System and to limit the hours
of unavailability of the Services caused by such upgrading or
maintenance to between the hours of 12:00 A.M. and 6:00 A.M.
(Eastern Time).".
4. USE OF THE SERVICES.
4.1 Paragraph 6(E) of the Agreement is amended by inserting the words
"ninety days" after the first word "Client".
5. FILE SECURITY AND RETENTION.
5.1 Paragraph 8(D) of the Agreement is amended by inserting the following
language at the end of the first sentence: "...which BISYS agrees to
implement as required by the provisions of the Disaster Recovery
Plan.".
5.2 Paragraph 8(D) of the Agreement is amended by inserting the following
language at the end of the third sentence: "and BISYS agrees to use
commercially reasonably efforts to assist and cooperate with Client
and its other service providers, including, without limitation, AT&T
Corp., Edify, Inc. and Check Free, on an emergency basis
3
<PAGE>
in the event one or more of them suffers a disaster which renders, in
whole or in significant part, the BISYS System unavailable to Client
and Client's customers and BISYS' assistance is needed in the repair
of any BISYS Services or in the migration of BISYS' Services to
alternate equipment. Client agrees to pay BISYS for any such disaster
assistance services rendered in accordance with BISYS' then applicable
standard hourly rates for such services and all reasonable expenses
associated therewith
6. DUTIES UPON TERMINATION; RETURN OF RECORDS.
6.1 Paragraph 9(C) of the Agreement is amended by inserting the following
language at the beginning of that Paragraph: "Except as provided in
Paragraph 9(B),".
7. OWNERSHIP, USE AND CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL
INFORMATION.
7.1 Paragraph 10(D) of the Agreement is amended by adding the following
language at the beginning of the second sentence: "BISYS hereby
grants and".
7.2 Paragraph 10(D) of the Agreement is amended by adding the following
language after the word "use" in the second sentence: "and to allow
its customers, employees, agents and independent contractors to use".
7.3 Paragraph 10(D) of the Agreement is amended by adding the following
language after the word "basis" in the second sentence: "(except as
provided in Paragraph 18(D))".
8. GOVERNMENTAL AGENCIES.
8.1 Paragraph 11(B) is amended to add the following sentence after the
first sentence: "Upon written and reasonable request, each party
agrees to provide the other party with all documentation required by
the requesting party for purposes of compliance with Federal, state or
local laws and regulations applicable to the Services."
9. LIMITATION OF LIABILITY.
9.1 The first sentence of Paragraph 13(A) of the Agreement is amended by
substituting the phrase "each party's" for the word "Client's" and by
substituting the phrase "the other party" for the word "BISYS".
9.2 Paragraph 13(B) of the Agreement is amended by deleting the Paragraph
in its entirety and replacing it with the following language:
"IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH THE OTHER
PARTY MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR
RELYING ON THIS AGREEMENT, EVEN IF THE SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.".
10. PATENT AND COPYRIGHT INDEMNIFICATION.
10.1 The first line of Paragraph 14 of the Agreement is amended by
adding the phrase "indemnify," after the first word "will".
4
<PAGE>
10.2 Paragraph 14 of the Agreement is amended by adding the
followinglanguage at the end of the last sentence: "and Client
will be released from all other payment obligations hereunder
except for Services provided by BISYS in accordance with this
Agreement received by Client prior to the date of any such
termination.".
11. DEFAULT; REMEDIES UPON DEFAULT; TERMINATION.
11.1 Paragraph 16(B) of the Agreement is amended by adding the
following sentence after the second sentence: "Upon such
termination by Client, Client shall be released from all payment
obligations under this Agreement except for Services provided by
BISYS in accordance with this Agreement received by Client prior
to the date of any such termination.".
12. FORCE MAJEURE.
12.1 Paragraph 17 of the Agreement is amended by deleting the word
"BISYS" from the first line and substituting the phrase "Neither
party", by deleting the word "not", and by deleting the word
"BISYS" from the second line and substituting the word "its".
13. GENERAL.
13.1 Paragraph 18(B) of the Agreement is amended by deleting the
word"Client" from the first sentence and substituting the phrase
"Each party".
13.2 Paragraph 18(D) of the Agreement is amended by deleting the
second and third sentences of the Paragraph and replacing them
with the following language: "It shall not be deemed an
assignment requiring consent if at least 50% of the stock of
either is sold or all, or substantially all of the assets are
sold. In addition, it shall not be deemed an assignment
requiring consent if during the Initial Period this Agreement is
assigned to an affiliate of Client (i.e., an affiliate shall mean
a corporation which controls or is controlled by Client or is
under common control with at least 51% common ownership with
Client), provided, however, that Client gives BISYS prior written
notice of such assignment.".
13.3 Paragraph 18(G) of the Agreement is amended by adding the
following language at the end of the Paragraph: "Each party
represents and warrants that its entry into this Agreement does
not violate or constitute a breach of any of its contractual
obligations with third parties.".
14. ADDITIONAL ASSISTANCE.
14.1 BISYS and Client recognize that Client's financial institution
set up through the "Internet" is one of the first financial
institutions of its kind in the United States. If and when
problems or difficulties arise, BISYS and Client agree to use
commercially reasonable efforts to work together and with Client
and Client's vendors, including, but not limited to, AT&T Corp.
and Edify, Inc., in resolving any issues or problems which may
arise during the term of this Agreement affecting the delivery of
BISYS' Services to Client.
15. CAROLINA FIRST BANK.
5
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15.1 BISYS acknowledges that Client is a management company who,
at present, has an agreement with Carolina First Bank to operate
its Internet-based banking services branch (the "Internet
Branch"). Client intends to use the BISYS Services provided
under the Services Agreement for the Internet Branch. However,
Client intends to purchase the Internet Branch from Carolina
First in the near future and continue to operate it, including
through the use of BISYS' Services, either under its own name or
that of an affiliated company. Accordingly, BISYS and Client
agree that Paragraph 6(C) of the Agreement is modified to permit
Client to continue to use BISYS' Services initially in connection
with Carolina First Bank and eventually as a stand-alone entity.
16. DISPUTE RESOLUTION.
16.1 The parties will attempt in good faith to resolve any controversy
or claim arising out of or relating to this Agreement promptly by
negotiations between senior executives of the parties who have
authority to settle the controversy (and who do not have direct
responsibility for administration of this Agreement).
The disputing party shall give the other party written notice of
the dispute. Within 20 days after receipt of such notice, the
receiving party shall submit to the other a written response.
The notice and response shall include (a) a statement of each
party's position and a summary of the evidence and arguments
supporting its position and (b) the name and title of the
executive who will represent that party. The executives shall
meet at a mutually acceptable time and place within 30 days of
the date of the disputing party's notice and thereafter as often
as they reasonably deem necessary to exchange relevant
information and to attempt to resolve the dispute.
If the matter has not been resolved within 60 days of the
disputing party's notice, or if the party receiving such notice
will not meet within 30 days, the controversy shall be settled by
arbitration by arbitrators, of whom each party shall appoint one
and the third shall be selected by the two arbitrators. The
arbitration shall administered by the American Arbitration
Association under its commercial arbitration rules and shall be
governed by the United States Arbitration Act, 9 U.S.C.Section
1-16, and judgment upon the award rendered by the Arbitrator(s)
may be entered by any court having jurisdiction thereof. The
place of arbitration shall be mutually agreed upon by both
parties. The Arbitrator(s) are not empowered to award damages in
excess of actual damages, including punitive damages.
All deadlines specified in this Paragraph 16 may be extended by
mutual agreement.
The procedures specified in this Paragraph 16 shall be the sole
and exclusive procedures for the resolution of disputes between
the parties arising out of or relating to this Agreement;
PROVIDED, HOWEVER, that a party may seek a preliminary injunction
or other preliminary judicial relief if in its judgment such
action is necessary to avoid irreparable damage. Despite such
action the parties will continue to participate in good faith in
the procedures specified in this Paragraph 16. All applicable
statutes of limitation shall be tolled while the procedures
specified in this Paragraph 16 are pending. The parties will
take such action, if any, required to effectuate such tolling.
6
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16.2 This Paragraph 16 shall not apply in the case of a dispute
involving confidentiality or infringement of intellectual
property rights, in which case either party shall be free to seek
available remedies in an appropriate forum.
17. Neither BISYS nor Client shall (except to persons acting on behalf of such
party) disclose, and neither party shall permit any of its employees or
other persons who act or acted in its behalf to disclose, any of the terms
and conditions of the Agreement, including without limitation any Addendum
or pricing terms, except as may be required by law or regulatory authority.
Except as expressly amended and supplemented hereby, the Agreement shall remain
unchanged and continue to be in full force and effect.
This Addendum supersedes and replaces any prior agreement (written or oral) as
to its subject matter. If there is any conflict between the terms and
conditions of this Addendum and the terms and conditions of the Agreement or any
prior addendum to this Agreement, the Terms and Conditions of this Addendum
shall prevail.
BISYS, INC. INTERNET ORGANIZING GROUP, INC.
By: /s/Paul Bourke By: /s/T.Stephen Johnson/Donald S. Shapleigh,Jr.
------------------- --------------------------------------------
Name: Paul Bourke Name:T.Stephen Johnson/Donald S. Shapleigh,Jr.
----------------- -------------------------------------------
Title: President/CEO Title: Chairman/President
---------------- ------------------------------------------
Date: August 22, 1996 Date: August 21, 1996
----------------- -------------------------------------------
--------------------------------------------------------------------------------
THIS ADDENDUM SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED OFFICER
OF BISYS. BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO BIND
BISYS. ADDEND.IOGI
7
<PAGE>
INTERNET ORGANIZING GROUP, INC.
EXHIBIT A
EXHIBIT A SERVICES INCLUDE THE STANDARD AND SPECIAL SERVICES LISTED BELOW
Savings Account Processing
Demand Deposit Processing
Certificates of Deposit Processing
NOW, Super NOW, Money Market Processing
Mortgage Loans Processing (including Secondary Market)
Commercial Loans Processing
Installment Loans Processing
Line of Credit Processing
Credit Bureau Processing
CIF Processing
Total Report Manager Optical System
Remote Print Capacity and Usage
TotalMatic Processing
TargetPlus (ReportWriter not to exceed 8 reports per month)
Terminal Operator Security System (TOSS)
Standard Accounts Reconciliation Processing
Interactive Exception Handling
ACH Processing
Total Financial Manager/General Ledger System Interface
Year End Processing Services
<PAGE>
TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT
This Agreement, made as of March 13, 1997 between BISYS, Inc. (hereinafter
"Licensor"), having an address at 11 Greenway Plaza, Houston, Texas 77046 and
Atlanta Internet Bank CH-2217-12-91, having an address at 7000 Peachtree-
Dunwoody Road, Bldg. 10, Suite 300, Atlanta, Georgia 30328 (hereinafter
"Licensee").
"BISYS LICENSOR" means that company which has licensed this software to BISYS.
BISYS provides to Licensee the computer software and other related data,
including intellectual data, proprietary information and user documentation that
is contained on the medium in the TOTAL ACCESS BANKING product herein referred
to as the "Licensed Materials" and hereby licenses its use. Licensee assumes
responsibility for the selection of the Licensed Materials to achieve Licensee's
intended results, and for the installation, use and results obtained from the
Licensed Materials.
I. SCOPE OF LICENSE
A. Licensor grants and Licensee accepts, a non-exclusive, non-
transferable, perpetual license to use the Licensed Materials in
accordance with the terms of this End User Software License Agreement.
B. Licensor represents that the BISYS Licensor is sole and exclusive
owner to, or has obtained all rights, titles, and interest in and to
the Licensed Materials issued under this license, and to all
modifications and enhancements thereof developed by BISYS Licensor
(including ownership to all trade secrets and copyrights pertaining
thereto). Nothing in this license should be construed to be a grant
of title or ownership of software to Licensee.
C. Licensee agrees that it may (1) use the Licensed Materials only in
conjunction with Syntellect equipment; (2) make one copy of the
Licensed Materials for archival purposes only; and (3) use the
Licensed Materials only for internal purposes.
D. Licensee agrees it may not reverse-engineer, merge, or otherwise
modify the object code, or assign or transfer the Licensed Materials
to any other party except to a successor in interest of the Licensee's
business that assumes all of the Licensee's obligations with respect
to the Licensed Materials.
E. Licensee agrees that the Licensed Materials and all manuals, documents
and other information marked "Confidential Information" will be
accepted by Licensee in confidence, and Licensee will guard against
disclosure of such information, and shall
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TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT - CONTINUED
use all reasonable efforts to protect and defend the confidential
nature of the software and related materials.
F. Licensee agrees that it will retain and affix as appropriate, all
copyright, patent, or other notices; proprietary legends; trademarks,
logos, and other restrictive markings.
G. Licensee acknowledges that Licensor limits its warranty of the sub-
system software and operating system software (portions of the
Licensed Materials owned by BISYS Licensor) to 180 days after
shipment, and warrants that the software shall not fail in any
material respect to execute its programming instructions due to
defects in materials and workmanship. THE FOREGOING WARRANTY IS IN
LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOUT
LIMITATION), THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
H. Licensee acknowledges that software support is not provided for in
this Agreement, but is available from Licensor upon payment of the
applicable fees, and upon execution of a separate Total Access Banking
Additional Services Addendum.
I. Licensee agrees that Licensor and BISYS Licensor SHALL NOT BE LIABLE
FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, OR
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND, WHETHER UNDER THIS LICENSE OF [sic] OTHERWISE.
J. Licensee acknowledges that its obligations remain in effect for as
long as it continues to possess and use the Licensed Materials, and
such obligations shall be for the benefit of, and enforceable by,
Licensor.
LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE LICENSED MATERIALS, OR
ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS
EXPRESSLY PROVIDED FOR IN THIS LICENSE. IF LICENSEE TRANSFERS POSSESSION
OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE LICENSED MATERIALS OR
ANY RELATED DOCUMENTATION TO ANOTHER PARTY, THIS LICENSE SHALL
AUTOMATICALLY TERMINATE.
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TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT - CONTINUED
II. TERM
The term of this license is perpetual, unless and until it is terminated
under one of the following conditions:
A. Licensee agrees that Licensor may terminate this License if Licensee
materially breaches any provisions of this agreement or the Total
Access Banking Additional Services Agreement and the breach remains
unresolved for a period of thirty (30) days from receipt of written
notice by the Licensor. Upon such termination, Licensee agrees to
return the Licensed Materials together with all copies in any form.
B. Either party gives the other written notice of cancellation at least
sixty days prior to the effective date of such cancellation. The
Licensee agrees to return the Licensed Materials together with all
copies in any form.
III. DELIVERY AND ACCEPTANCE
A. BISYS shall deliver Licensed Materials to Licensee, in a machine
readable format accompanied by appropriate documentation.
B. The Licensed Materials and related documentation delivered to Licensee
shall be deemed to be accepted by Licensee within 30 days after
delivery unless BISYS is notified in writing to the contrary. Any
notification by Licensee within such 30 day period shall set forth
with particularity any defects or objections to the Licensed
Materials. Within a reasonable period after receipt of such notice,
BISYS shall correct and redeliver the Licensed Materials and if
accepted by Licensee, BISYS shall have no further liability with
respect to delivery of the Licensed Materials.
IV. LIMITED WARRANTY
A. EXCEPT AS STATED ABOVE IN PARAGRAPH I(G) AND IN THIS SECTION THE
LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED
MATERIALS IS WITH LICENSEE. SHOULD THE LICENSED
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TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT - CONTINUED
MATERIALS PROVE DEFECTIVE, LICENSEE (AND NOT BISYS LICENSOR) ASSUMES
THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION
BEYOND THE WARRANTY PERIOD. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY
ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
B. BISYS warranty is contingent upon proper use of the Licensed Materials
in accordance with BISYS installation and operating manuals and
(a) does not cover Licensed Materials if modified by anyone other than
BISYS or BISYS' authorized representatives; (b) does not apply if
adjustment, correction, repair or replacement of the Licensed
Materials, wholly or partially, is required because of accident,
neglect or operating conditions outside of specifications; (c) does
not cover defects in any central processing unit, associated software,
terminals, controllers or telephone equipment used with the Licensed
Materials and associated equipment; (d) does not cover malfunctions
caused by defects in or arising from the installation, training or
servicing other than by authorized BISYS representatives; and (e) does
not apply if the Licensee has rejected any corrections, updates or
modifications made available or supplied by BISYS.
C. BISYS and BISYS LICENSOR do not warrant that the functions contained
in the Licensed Materials will meet Licensee requirements or that the
operation of the program will be interrupted or error free.
D. BISYS and BISYS LICENSOR do warrant to Licensee that the tape(s), CD-
ROM(s) or diskette(s) on which the software is furnished, will be free
from defects in materials and workmanship under normal use for a
period of fourteen (14) days from the date of delivery to Licensee.
V. MAINTENANCE
Neither BISYS nor the BISYS LICENSOR shall have any responsibility to
maintain the Licensed Materials unless Licensee executes BISYS' Total
Access Banking Additional Services Addendum (the "Addendum"). Upon
execution of the Addendum, maintenance shall be performed by BISYS pursuant
to the terms and conditions of the Addendum.
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TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT - CONTINUED
VI. LIMITATION OF LIABILITY AND REMEDIES
A. BISYS and BISYS LICENSOR'S entire liability and Licensee's exclusive
remedies shall be:
1. The replacement of the software pursuant to the warranty in
Paragraph I(G) above. Any notification by Licensee within the
warranty period shall set forth with particularity any defects or
errors to the system software. Within a reasonable period after
receipt of such notice, BISYS or BISYS Licensor shall correct and
redeliver the System Software to the Licensee, and if accepted by
Licensee, BISYS shall have no further liability. If not
corrected, BISYS will continue to provide the correction to
Licensee at no charge.
2. The replacement of any tape(s), CD-ROM(s) or diskette(s) not
meeting the warranty, described in Paragraph IV(C) above, which
are returned to BISYS, or
3. If BISYS is unable to deliver a replacement tape(s), CD-ROM(s) or
diskette(s) which are free of defects in materials or workmanship
within a reasonable time after Licensee has returned such
tape(s), CD-ROM(s) or diskette(s) to BISYS (provided that
Licensee has returned such tape(s), CD-ROM(s) or diskette(s)
within the warranty period described in Paragraph IV(C) above),
Licensee may terminate this Agreement by returning the Licensed
Materials to BISYS and fees paid by Licensee for the Licensed
Materials shall be refunded to Licensee.
B. IN NO EVENT WILL BISYS OR BISYS LICENSOR BE LIABLE TO LICENSEE FOR ANY
DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL
OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE
SUCH LICENSED MATERIALS, EVEN IF BISYS OR BISYS LICENSOR HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY
OTHER PARTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.
Page 5 of 6
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TOTAL ACCESS BANKING
END USER SOFTWARE LICENSE AGREEMENT - CONTINUED
VII. GENERAL
A. Licensee may not sublicense, assign or transfer this license or the
Licensed Materials or any related documentation except as expressly
provided in this Agreement, and any attempt to do so shall be void.
B. Should Licensee have any questions concerning this Agreement, it may
contact BISYS by writing to BISYS, Inc., 11 Greenway Plaza, Houston,
Texas 77046-1102.
C. Licensee acknowledges that it has read this Agreement, understands it
and agrees to be bound by its terms and conditions. It is further
agreed that the BISYS Services Agreement will govern in the event of
any express conflict between the Services Agreement and this Agreement
with respect to the Licensed Materials.
LICENSEE: Atlanta Internet Bank
--------------------------
BISYS, INC. Client's City/State: Atlanta, GA
----------------------
Approved by: /s/ W.W. Neville Approved by: /s/ D.R. Grimes
---------------- ------------------------------
Name: W.W. Neville Name: D.R. Grimes
----------------------- -------------------------------------
Title: SR. V.P. Date: 3/13/97 Title: VICE CHAIRMAN Date: 3/7/97
----------- -------- ------------- -------
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<PAGE>
TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM TO
SERVICES AGREEMENT NO. CHH-2217-12-91 DATED 3-17-97 ("SERVICES AGREEMENT")
I. ORDER
BISYS, Inc. ("BISYS") agrees to sell the equipment and to license the
computer software programs (the application system software, the sub-system
software, and the operating system software collectively, the "Programs")
collectively known as the Total Access Banking System (the "System") to the
client subject to the terms and conditions set forth herein and in the
separately executed End User Software License Agreement (the "Software
License").
II. TERM
The term of this Addendum shall be coterminous with the term of the
Services Agreement.
III. MAINTENANCE
A. During the term hereof, BISYS agrees to maintain the Programs licensed
to Client pursuant to the terms of an End User Software License
Agreement between Client and BISYS with respect to the Programs. For
purposes of this Addendum, "BISYS" shall include BISYS and any third
party authorized by BISYS to provide hardware and/or software
maintenance on BISYS' behalf.
B. Client shall receive, at no additional charge, all new versions of the
Program(s) and revised documentation as well as all enhancements,
corrections, and alterations produced by BISYS or received by BISYS
from the "BISYS LICENSOR" (as such term is defined in the Software
License) so long as Client does not materially breach, and has not
materially breached, any provisions of the Services Agreement, the End
User Software License Agreement, or this Addendum.
C. BISYS shall use all reasonable efforts to correct any verifiable and
reproducible error or defect in the Program(s) or replace said
defective Program(s) and/or provide assistance or services necessary
to correct any defect that is solely attributable to BISYS or BISYS
Licensor and that significantly affects the use of the Program(s) such
that the System does not materially perform in accordance with its
designed specifications. Such corrections or replacements will be
promptly provided upon written notification to BISYS. At its expense
and if
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TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM - CONTINUED
requested by BISYS, Client agrees to provide BISYS with sufficient
support to enable BISYS to determine and diagnose problems encountered
in order to conclude that the problem is in fact with the Program(s)
and to correct the problem or defect. Corrections for defects due to
unauthorized Program changes will be billed at BISYS' standard rates
for such services.
D. As more fully described below, BISYS shall perform such maintenance
service as shall be necessary to keep any equipment purchased or
leased by Client from BISYS for the purpose of utilizing the Programs
(the "Equipment") in, or restore the Equipment to, good working order
operating in accordance with its specifications.
1. If at the date the parties hereto enter into this Addendum, the
Equipment (or any part thereof) is not under an applicable
warranty period from the manufacturer, BISYS may, at its option,
inspect and test the Equipment within 30 days of the date hereof
for such Equipment. If in BISYS' reasonable judgment such
Equipment is not in good working order, BISYS shall restore the
Equipment to good working order, and shall bill Client for such
inspection, test and restoration services at prevailing rates,
plus travel and other direct costs.
2. Client shall give BISYS' representatives full and free access to
the Equipment upon reasonable notice.
3. With respect to Equipment maintenance services hereunder, the
obligations of BISYS and Client shall be as follows:
a. In the event of a malfunction in the Equipment, Client shall
first seek telephone assistance from BISYS. BISYS and
Client shall cooperate in the identification, verification
and possible resolution of Equipment problems;
b. If the malfunction cannot be corrected through telephone
assistance, BISYS, at its option, shall provide on-site
maintenance through its authorized representative. Such
representative shall repair or replace all or part of the
Equipment and shall perform such other services necessary to
return the Equipment to good working order; or, at its
option, BISYS shall provide replacement equipment on a
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<PAGE>
TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM - CONTINUED
temporary loan basis delivered by overnight courier service,
Monday through Saturday, except holidays. Upon repair and
return of the defective Equipment pursuant to paragraph
III.(D)(3)(c), Client shall within five (5) days pack and
return any loaned equipment according to BISYS'
instructions. Client will pay all packing and
transportation costs for replacement equipment shipments.
c. Client shall, with the authorization and according to the
instructions of BISYS, pack and return by overnight courier
the affected Equipment or part back for repair. Client will
pay all transportation costs for the returned Equipment.
The returned Equipment shall be repaired or replaced with
new or equivalent to new manufactured equipment at BISYS'
option.
d. If the loaned equipment is not returned within five (5)
days, Client will be invoiced for the loaned equipment at
the list price then in effect.
4. Services outside the scope of BISYS' obligations under this
Addendum includes, but is not limited to the following:
a. Maintenance, repair or replacement of any peripheral
equipment, including, but not limited to, personal
computers, video displays, printers, modems, linedrivers or
cables;
b. Electrical work external to the Equipment;
c. Repair or replacement necessitated by damage to or other
defects in the Equipment resulting from causes external to
the Equipment, including neglect or misuse, unauthorized
attachments or modifications, use of the Equipment for other
than its intended purpose, service or repair of Equipment by
persons other than BISYS or other persons authorized by
BISYS;
d. Services in connection with relocating the Equipment or the
addition or removal of item of Equipment attachments,
features,
Page 3 of 7
<PAGE>
TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM - CONTINUED
accessories, or other devices, or the service of
alterations, attachments, or other devices not furnished by
BISYS;
e. Furnishing supplies or other accessories, or painting or
refinishing the Equipment;
f. Repair or exchange due to damage, or increase in service
time, caused by events beyond BISYS' control, such as
accident, transportation, water, wind, fire, sabotage,
explosion, vandalism, burglary, and failure of electrical
power, alterations or additions to Equipment not furnished
by BISYS;
g. Repair or exchange caused by the failure to provide a
suitable environment prescribed by BISYS including adequate
space, electrical power, air conditioning, and humidity
control.
IV. HARDWARE WARRANTY
A. BISYS warrants that the Client will acquire good and clear title to
the Equipment purchased. BISYS further warrants that for one-hundred
eighty (180) days after shipment, the Equipment shall be free from
defects in design, material and workmanship and shall not fail in any
material respect to execute its programming instructions. Written
notice of any claimed defect must be received by BISYS within such
180-day period.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED
OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).
IN THE EVENT OF ANY LOSS OR DAMAGE TO THE CLIENT, WHETHER UNDER
WARRANTY, CONTRACT OR OTHERWISE, DIRECT OR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL, BISYS SHALL HAVE NO LIABILITY BEYOND REPAIR OR
REPLACEMENT OF DEFECTIVE ITEMS, COMPONENTS OR PARTS AS SET FORTH
HEREIN. IN NO EVENT WILL BISYS BE LIABLE FOR DAMAGES IN EXCESS OF ALL
CHARGES PAID
Page 4 of 7
<PAGE>
TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM - CONTINUED
BY THE CLIENT IN RESPECT OF ANY DEFECTIVE ITEM, COMPONENT OR PART
UNDER THIS AGREEMENT.
B. BISYS warranty is contingent upon proper use of the Equipment in
accordance with BISYS installation and operating manuals and (a) does
not cover the Equipment if modified by anyone other than BISYS or
BISYS' authorized representatives; (b) does not apply if adjustment,
correction, repair or replacement of the Equipment, wholly or
partially, is required because of accident, neglect or operating
conditions outside of specifications; (c) does not cover defects in
any central processing unit, associated software, terminals,
controllers or telephone equipment used with the System and associated
equipment; (d) does not cover malfunctions caused by defects in or
arising from the installation, training or servicing other than by
authorized BISYS representatives; and (e) does not apply if the Client
has rejected any corrections, updates or modifications made available
or supplied by BISYS.
V. EXPENSES
Client shall reimburse BISYS for any out-of-pocket expenses incurred by
BISYS in performing its obligations hereunder. Expenses include travel,
lodging, meals, telephone, and shipping as may be necessary to perform
under this Addendum.
VI. TITLE
Any new versions of the Program, including enhancements, modifications,
alterations, or changes thereto provided under this Addendum shall remain
the proprietary property of BISYS LICENSOR to the same extent as do the
Licensed Materials as set forth in the Software License.
Page 5 of 7
<PAGE>
TOTAL ACCESS BANKING
ADDITIONAL SERVICES ADDENDUM - CONTINUED
LICENSEE: Atlanta Internet Bank
---------------------------------
BISYS, INC. Client's City/State: Atlanta, GA
----------------------
Approved by: /s/ W.W. Neville Approved by: /s/ D.R. Grimes
---------------- ------------------------------
Name: W.W. Neville Name: D.R. Grimes
----------------------- -------------------------------------
Title: SR. V.P. Date: 3/17/97 Title: VICE CHAIRMAN Date: 3/13/97
----------- -------- ------------- -------
VII. PRICES AND FEES
Prices and fees are as specified on the attached Price Schedules. The
schedules are subject to change as specified in the Services Agreement.
Client hereby agrees to pay the specified charges in consideration for the
services and products provided hereunder and to abide by the terms of the
attached Total Access Banking End User Software License Agreement; and all
terms and conditions in the Services Agreement shall remain unchanged.
LICENSEE: Atlanta Internet Bank
--------------------------------
BISYS, INC. Client's City/State: Atlanta, GA
----------------------
Approved by: /s/ W.W. Neville Approved by: /s/ D.R. Grimes
---------------- ------------------------------
Name: W.W. Neville Name: D.R. Grimes
----------------------- -------------------------------------
Title: SR. V.P. Date: 3/17/97 Title: VICE CHAIRMAN Date: 3/13/97
----------- -------- ------------- -------
Page 6 of 7
<PAGE>
TOTAL ACCESS BANKING
PRICE SCHEDULE
I. PRODUCT AND ANNUAL SERVICE PURCHASE ANNUAL SUPPORT
-------- --------------
BASE SYSTEM PRICE AND MAINTENANCE
----------- ----- ---------------
4 Line Analog Line Model $ $
----- ----- ------
X 8 Line Analog Line Model $ $
----- ----- ------
12 Line Analog Line Model $ $
----- ----- ------
16 Line Analog Line Model $ $
----- ----- ------
24 Line Analog Line Model $ $
----- ----- ------
Additional Line Upgrade
-----------------------
_____ 4 Line Analog Upgrade $ $
----- ------
APPLICATION SYSTEM
X Deposits Application $ $
----- ----- ------
Mortgage Loan Application $ $
----- ----- ------
Installment Loan Application $ $
----- ----- ------
SITE LICENSE $
------
INSTALLATION FEE(1) $
Includes two (2) days on-site ----
system installation and training.
II. MONTHLY RECURRING SERVICE FEES
VOICE RESPONSE TRANSACTION FEE
Total Access Banking System ($ $
MINIMUM)/transaction/month ---- ------
Other (Third Party)($___ $
MINIMUM)/transaction/month ------
TERMINAL CONNECT FEE $
/line/month (Each phone line) ------
EXTENDED ON-LINE AVAILABILITY(2) $ /month
The client hereby ____does -----
____does not subscribe to
extended on-line UPDATE
availability
Client currently has extended
availability under contract.
---------------------------
(1) Plus travel and lodging expenses.
(2) Under the extended on-line option, the TAB system will be available 7 days
a week, 23+ hours a day, 365 days a year except for periods of
non-availability on selected Saturdays or Sundays for required maintenance
of the BISYS Host system hardware and/or software. BISYS agrees to provide
clients with prior written notice of the scheduled periods of
non-availability.
Client Initials /s/ D.R.G.
------------
Page 7 of 7
<PAGE>
BISYS, INC.
TOTAL FINANCIAL MANAGER
ADDITIONAL SERVICES AGREEMENT
This Addendum will authorize BISYS, Inc. to provide the Total Financial Manager
System ("TFM") to: Internet Organizing Group, Inc. (Client)
under the terms of our existing Services Agreement, No. CH-2217-12-91.
Fees for the use of the Total Financial Manager System (TFM) will be assessed
per the following schedule:
Total Estimated Recurring TFM Monthly Costs $_______ Per Attachment A
Total Estimated TFM Installation Costs $_______ Per Attachment B
Total Additional Services/Software Costs $_______ Per Attachment C
We hereby agree to pay the above charges in consideration for the services
provided. All terms and conditions in the existing Services Agreement shall
remain unchanged.
Client's Name: Internet Organizing Group, Inc.
-------------------------------
BISYS, INC. Client's City/State: Atlanta, Georgia
-------------------------
Approved by:/s/ Paul Bourke Approved by: /s/ Donald S. Shapleigh Jr.
--------------- ----------------------------------
Name: Paul Bourke Name: Donald S. Shapleigh Jr.
--------------------- ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO Date: 8/21/96
------------- ------- ------------- -------
Page 1 of 4
<PAGE>
ATTACHMENT A - ESTIMATED RECURRING MONTHLY COSTS FOR
TOTAL FINANCIAL MANAGER SYSTEM
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Financial Manager System
(TFM). Final cost will be billed to the Client on an actual use basis.
1. BASE FEE $
----------
Single Station LAN
----------------- ----------------
TFM Core Package / / $________(1) /X/ $________
Includes General Ledger, Accounts Payable,
Fixed Assets, Investment Accounting, and a
Daily Transaction Interface from the BISYS
Host
TFM/TFS Core Package / / $________(2) / / $_________
Includes Accounts Payable, Fixed Assets,
Investment Accounting, and a Transaction
Interface Routine
Independent Copies of TFM Software (If purchased
as individual products exclusive of the Core
Packages above)
Accounts Payable / / $________ / / $________
Accounts Payable Plus / / $________ / / $________
Fixed Asset Accounting / / $________ / / $________
Investment Accounting - IQ Report Writer / / $________ / / $________
Safe Deposit Box Accounting / / $________ / / $________
Shareholder Accounting / / $________ / / $________
Asset Liability - ALBUM
Base / / $________ / / $________
Remote / / $________ / / $________
Budget Synergizer - ALBUM Plus
Base / / $________ / / $________
Remote / / $________ / / $________
Organizational Profitability System
Level One / / $________ / / $________
Level Two / / $________ / / $________
Level Three / / $________ / / $________
Product Profitability System
Level One / / $________ / / $________
Level Two / / $________ / / $________
Level Three / / $________ / / $________
2. PER TRANSACTION FEE $
----------
Based on number of summarized output
transactions processed from the TOTALPLUS-
Registered Trademark- G/L interface:
_____ per transaction
3. ADDITIONAL CHARGES
Asset Liability/ALBUM Data File
__ Accounts @ $____ per download $
----------
Connection Charges
__ Pollable Terminals @ $_____ each(3) $
----------
__ Pollable Terminals @ $_____ each(3) $
----------
TOTAL ESTIMATED RECURRING MONTHLY COSTS $
----------
----------
-------------------------------
(1) Monthly charge of $_____ if Accounts Payable Plus is substituted for
regular Accounts Payable.
(2) Monthly charge of $_____ if Accounts Payable Plus is substituted for
regular Accounts Payable.
(3) If PC is already being polled, then do not include as charge is already
being assessed.
Page 2 of 4
<PAGE>
ATTACHMENT B - ESTIMATED SOFTWARE/INSTALLATION COSTS FOR
TOTAL FINANCIAL MANAGER
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of sublicensing Total Financial Manager
System (TFM), installing, if applicable, at the designated Client site(s) and
training the Client's personnel in the use of the system, as well as other
miscellaneous tasks which may be required for installation. final cost of
sublicensing, installation, or training will be billed to the Client on an
actual basis. The rates of each type of service rendered are listed below.
1. BASE FEE $
-----------
Single Station LAN
-------------- ---------------
TFM Core Package (Includes General Ledger, Accounts / / $_______(5) /X/ $_______(5)
Payable, Fixed Assets, Investment Accounting,
and 3 days of training at BISYS Corporate
Center.)
TFM/TFS Core Package / / $_______(3) / / $_______(6)
Includes Accounts Payable, Fixed Assets,
Investment Accounting and 1 day of training at
BISYS.
Independent Products
Accounts Payable(7) / / $_______ / / $_______
Accounts Payable Plus(7) / / $_______ / / $_______
Accounts Payable - ACH Interface Module(7) / / $_______ / / $_______
Fixed Asset(7) / / $_______ / / $_______
Investment Accounting - IQ Report Writer Module(7) / / $_______ / / $_______
Safe Deposit Box Accounting(7) / / $_______ / / $_______
Shareholder Accounting(7) / / $_______ / / $_______
Asset Liability - ALBUM
Base System
Software Charge / / $_______ / / $_______
Installation(4) / / $_______ / / $_______
Each Remote Unit
Software / / $_______ / / $_______
Installation(4) / / $_______ / / $_______
Budget Synergizer - ALBUM Plus
Base System
Software / / $_______ / / $_______
Installation(4) / / $_______ / / $_______
Each Remote Unit
Software / / $_______ / / $_______
Installation(4) / / $_______ / / $_______
Organizational Profitability System
Level One / / $_______ / / $_______
Level Two / / $_______ / / $_______
Level Three / / $_______ / / $_______
Product Profitability System
Level One / / $_______ / / $_______
Level Two / / $_______ / / $_______
Level Three / / $_______ / / $_______
2. ADDITIONAL TRAINING
__ Days at Corporate Training Facility $_______ per day $ (4)
---------
__ Days at Regional Training Facility $_______ per day $ (4)
--------
__ Days at Client Site $_______ per day $ (4)
--------
3. (4)PLUS TRAVEL AND LODGING EXPENSES $
--------
TOTAL ESTIMATED INSTALLATION COSTS $
--------
--------
(4) Plus travel and lodging expenses (estimated based on number of anticipated
trips, transportation and lodging costs, etc.)
(5) If Client elects to substitute Accounts Payable Plus for Accounts Payable
in Core Package, price is adjusted to $______ and $______, respectively.
(6) If Client elects to substitute Accounts Payable Plus for Accounts Payable
in Core Package, price is adjusted to $______ and $______, respectively.
(7) Installation and training for independent products at special quote (plus
travel and lodging expenses incurred).
Page 3 of 4
<PAGE>
ATTACHMENT C - ADDITIONAL SERVICES/SOFTWARE COSTS FOR
TOTAL FINANCIAL MANAGER
1. Norton's Norton Advanced Utilities 8.0 Software Copies x $ $
------ ----------
2. Meridian Technology's Carbon Copy Plus Copies x $ $
------ ----------
3. Hayes Smartmodem, 28.88, External (with Fax) Copies x $ $
------ ----------
Please note that the software prices listed above are subject to change.
TOTAL ADDITIONAL SERVICES/SOFTWARE COSTS $SEE HARDWARE
-------------
QUOTE
Page 4 of 4
<PAGE>
BISYS, INC.
TOTAL REPORT MANAGER
ADDITIONAL SERVICES ADDENDUM
This Addendum will authorize BISYS, Inc. to provide the Total Report Manager
System ("TRM") to: Internet Organizing Group, Inc. (Client)
under the terms of our existing Services Agreement, No. ___________________.
Fees for the use of the Total Report Manager System (TRM) will be assessed per
the following schedule:
Initial Software License Fee $ Per Attachment A
----------
On-Going Maintenance/Usage Fee (per month) $ Per Attachment B
----------
Estimated TRM Training Costs $ Per Attachment C
----------
We hereby agree to pay the above charges in consideration for the services and
products provided. All terms and conditions in the existing Services Agreement
shall remain unchanged.
Client's Name: Internet Organizing Group, Inc.
-------------------------------
BISYS, INC. Client's City/State: Atlanta, Georgia
-------------------------
Approved by: /s/ Paul Beurke Approved by: /s/ Donald S. Shapleigh, Jr.
---------------- ---------------------------------
Name: Paul Beurke Name: Donald S. Shapleigh, Jr.
----------------------- ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO Date: 8/21/96
------------- -------- --------------- -----------------
Page 1 of 4
<PAGE>
ATTACHMENT A - INITIAL SOFTWARE LICENSE FEE FOR
TOTAL REPORT MANAGER
SOFTWARE LICENSE FEE (1)
STAND-ALONE COPIES OF TRM Quantity Total
-------- ------
First copy $ each x $
--------- ----------- ----------
2 - 6 copies $ each x $
--------- ----------- ----------
7 or more copies $ MAXIMUM $
--------- ----------
---------
(Institution-wide License)
MULTI-STATION LAN TRM
First copy $ each x 1 $
--------- ----------- ----------
2 - 5 copies $ each x $
--------- ----------- ----------
6 - 9 copies $ each x $
--------- ----------- ----------
10 or more copies $ MAXIMUM $
(Institution-wide License) ----------
TOTAL INITIAL SOFTWARE LICENSE FEE $
----------
----------
---------------------
(1) The price-per-copy fee includes one (1) day of training at BISYS Corporate
Center.
Page 2 of 4
<PAGE>
ATTACHMENT B - ESTIMATED ON-GOING MAINTENANCE/USAGE FEE FOR
TOTAL REPORT MANAGER
RECURRING MAINTENANCE/USAGE FEE
MAINTENANCE/USAGE FEE ON STAND-ALONG COPIES Quantity Total
-------- -----
First copy $--/month x $
----------- ----------
2 - 6 copies $--/month/copy x $
----------- ----------
7 or more copies $--/month $
(Institution-wide License) ----------
MAINTENANCE/USAGE FEE ON MULTI-STATION LAN COPIES
First copy $--/month x 1 $
----------- ----------
2 - 5 copies $--/month/copy x $
----------- ----------
6 - 9 copies $--/month/copy x $
----------- ----------
10 or more copies $--/month $
(Institution-wide License) ----------
ESTIMATED BISYS HOST INTERFACE CHARGES
(Minimum charge of $
per month) -- per page x $
----------- ----------
TOTAL ESTIMATED RECURRING MAINTENANCE/USAGE FEE (per month) $
----------
----------
Page 3 of 4
<PAGE>
ATTACHMENT C - ESTIMATED TRAINING COSTS FOR
TOTAL REPORT MANAGER
1. TRAINING
At Client Site (1 day __________ days x $ per day $ (2)
minimum)
----------
2. (2)PLUS TRAVEL AND LIVING $
EXPENSES
----------
TOTAL ESTIMATED TRAINING COSTS $
----------
----------
------------------------
(2) Plus travel and lodging expenses (estimated based on number of anticipated
trips, transportation and lodging costs, etc.)
Page 4 of 4
<PAGE>
BISYS, INC.
TERMINAL OPERATOR SECURITY SYSTEM
ADDITIONAL SERVICES AGREEMENT
This Addendum will authorize BISYS, Inc. to provide the Terminal Operator
Security System ("TOSS") to:
Internet Organizing Group, Inc. (Client) under the terms of our existing
Services Agreement, No. CHH-2217-12-91.
Fees for the TOSS system to be assessed as follows:
Software
-------------------
Training
-------------------
-------------------
-------------------
Total $
-------------------
-------------------
We hereby agree to pay the above charges in consideration for the services
provided. All terms and conditions in the existing Services Agreement shall
remain unchanged.
* Plus reasonable travel expenses incurred by BISYS associates in connection
with installation and/or conversion of BISYS Services or Products.
Client's Name: Internet Organizing Group, Inc.
-------------------------------
BISYS, INC. Client's City/State: Atlanta, Georgia
-------------------------
Approved by: /s/ Paul Bourke Approved by: /s/ Donald S. Shapleigh, Jr.
---------------- ---------------------------------
Name: Paul Bourke Name: Donald S. Shapleigh, Jr.
----------------------- ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO Date: 8/21/96
------------- -------- --------------- -----------------
Page 1 of 1
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM TO
SERVICES AGREEMENT NO. CHH-2217-12-9, DATED 8/22/96 ("SERVICES AGREEMENT")
Client wishes to purchase and BISYS wishes to sell to Client any and all
electronic funds transfer services generally offered by BISYS to its clients as
described in the BISYS ATM Support and Network Access Product Description (the
"EFT Services"), including Client's participation in the VISACHECK debit card
program as provided by VISA U.S.A., Inc., and/or VISA International
(individually and collectively "VISA") and the Master Money debit card program
as provided by MasterCard International ("MasterCard"). Such participation to
be offered to Client, through BISYS, by Electronic Data Systems Corporation
("EDS"). The Agreement is hereby supplemented and clarified as follows:
I. CLIENT EQUIPMENT
Concurrently with its signing of this Addendum, Client will notify BISYS
in writing as to the number and location of any and all Client automatic
teller machines ("ATMs") through which Client will initially access the
EFT Services. BISYS agrees that Client may add additional Client ATMs to
which BISYS agrees to provide the EFT Services provided that Client gives
BISYS at least 90 days prior written notice of the installation and
location of such additional Client equipment and provided that the EFT
Services can be provided through such additional Client equipment in
accordance with BISYS' then prevailing normal procedures. Notice of
such additional Client equipment shall be sent to BISYS at the address
set forth above, Attention: Director of Client Service, or to such other
address as BISYS may direct from time to time.
II. MONITORING AND MAINTENANCE OF COMMUNICATIONS LINES AND CLIENT EQUIPMENT
BISYS agrees to monitor Client ATM and related equipment and the
communications lines attached to such Client ATM equipment in accordance
with BISYS' normal procedures for the purpose of determining their status
and functioning. BISYS shall contact and inform Client of the nature of
any problems detected by BISYS in accordance with BISYS' normal
procedures. BISYS shall contact and inform the appropriate
communications company of the nature of any problems detected by BISYS in
the communications lines in accordance with BISYS' normal procedures.
Clients will supply and maintain all Client ATM equipment. Client's
maintenance services shall include, but not be limited to, replenishing
all cash and supplies required by Client ATM equipment and providing all
required preventative and remedial maintenance.
III. TRAINING AND DOCUMENTATION
BISYS agrees to provide Client's employees with training in the
applicable EFT Services. Such initial training will be at no charge to
Client and will, at BISYS' option, be provided at a BISYS training
facility or at Client's location. Additional training sessions shall be
held at BISYS training facilities from time to time for BISYS' then
prevailing charges for such training. Client shall be responsible for
all travel and out-of-pocket expenses incurred by Client's employees in
attending any such training sessions. BISYS will, in accordance with its
normal procedures, provide Client with copies of all marketing and
training materials relating to the EFT Services being purchased by Client
hereunder which BISYS generally makes available to clients of such EFT
Services.
IV. CARD STANDARDS
Client agrees that all access cards issued to Client's customers to
activate any equipment through which the EFT Services may be accessed
(the "Access Cards") shall conform to the data content, format and
encoding specifications specified by BISYS to Client from time to time
during the term of this Agreement.
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
V. ACCESS TO NETWORKS: SETTLEMENT
If, as part of the EFT Services provided by BISYS to Client hereunder,
Client instructs BISYS to provide Client with access to EFT networks
maintained by BISYS and/or third parties, Client agrees to comply with
the rules, regulations, procedures, fees, assessments, penalties and
other membership duties, obligations and costs of such third party
networks, as from time to time in effect, which are applicable to Client.
Client will comply with all BISYS and third party network rules,
regulations, procedures and costs relating to settlement, as from time to
time in effect during the term of this Agreement. If Client is
participating in the VISACHECK or MasterCard debit card program, Client
agrees to maintain a demand deposit account with a financial depository
institution which is capable of receiving and processing debits and
credits initiated by EDS and presented through the automatic Clearing
House ("ACH") system (the "Settlement Account"). Client hereby
authorizes BISYS and/or EDS to charge the Settlement Account for
settlement of all transactions and Client acknowledges that EDS may, in
its sole discretion, delay settlement or require Client to deposit
additional deposits in appropriate amounts with EDS to offset any
shortfall of funds EDS may incur as a result of settling such
transactions. BISYS shall have no liability to Client for any shortfall
of funds in the Settlement Account.
VI. FILE RETENTION
If Client requests BISYS to provide it with EFT transaction data retained
by BISYS in the Client Files in order to aid Client in resolving an
alleged error claimed by a Client customer, and it is determined that
there is no BISYS error in such transaction, Client will pay BISYS its
then prevailing archival retrieval charges in providing Client with the
requested data. If it is determined that there was a BISYS error in any
transaction referred to above, BISYS will provide the archival retrieval
at no charge. While BISYS does not have any responsibility in assisting
Client in resolving any disputed transaction that is brought to BISYS'
attention more than 120 days after the date the alleged error occurred,
BISYS will provide Client the requested data providing such data is
available at its then prevailing archival retrieval charges.
VII. BISYS USE OF CLIENT FILES
Notwithstanding the foregoing, BISYS may use the Client Files in the
completion of statistical data in which the Client Files are not
identifiable, which statistical data shall be the sole and absolute
property of BISYS. BISYS shall have the sole right to use, sell and
distribute such statistical data.
VIII. COMPLIANCE WITH LAWS
A. Client shall be responsible for compliance with all applicable
laws and governmental regulations including, without limitation,
compliance with error and dispute resolution procedures specified
by the Electronic Fund Transfer Act of 1978 and the regulations
and interpretations promulgated thereunder (including, without
limitation, Regulation E of the Board of Governors of the Federal
Reserve System). If Client is participating in the VISACHECK or
MasterCard program, Client represents and warrants that Client's
bank card program complies with all statutes, laws and government
regulations applicable to Client's participation in such bank
card programs and that Client will comply with all VISA and
MasterCard regulations applicable to Client's participation in
such programs. BISYS shall not have any responsibility for
compliance with such procedures or otherwise resolving disputes
between Client and its cusotmers. If, after the date hereof any
modifications to the EFT Services shall be required by law or by
any governmetnal regulatory authority having authority over the
business of Client, BISYS shall, except to the extent such change
may be beyond the capability of the BISYS switch and/or the
Client equipment to implement, conform the EFT Services to be
in compliance with such modified laws or
Page 2 of 7
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
governmental regulations, BISYS may, at its discretion, pass on in
whole or in part on an equitable basis to all users the costs of
making any such modification to the EFT Services.
B. If providing any of the EFT Services to Client hereunder
violates, or in BISYS' opinion is likely to violate, any
applicable laws or governmental regulations, BISYS may, upon
written notice to Client, immediately cease providing the
affected EFT Services to Client.
C. BISYS does not have any obligation to make enhancements to the
EFT Services which may hereafter be permitted (but not required)
on account of charges in applicable laws or governmental
regulations. Any and all such enhancements to the EFT Services
will be made by BISYS in its sole discretion.
D. Client shall provide all required notices to the appropriate
regulatory authorities concerning the execution or termination of
this Agreement, or of any substantial changes in the EFT Services
being provided to Client hereunder. BISYS agrees that any and
all Client Files maintained by it for the Client pursuant to this
Agreement shall be available for inspection by the appropriate
regulatory authorities during regular business hours, upon
reasonable prior written notice to BISYS.
IX. LIMITATION OF LIABILITY
BISYS' sole liability under this Agreement for money damages resulting
from claims made by Client, or any third party (including customers of
Client), arising from or related to the EFT Services performed hereunder
shall be limited to (a) the amount of cash erroneously dispensed at a
Client automated teller machine, (b) the loss of funds resulting from
excess amounts erroneously transferred from an account of a customer of
Client account to a third party, and/or (c) the loss of funds resulting
from amounts erroneously transferred from an account of a customer of
Client to an incorrect third party, in each case caused solely by (x)
BISYS' failure to properly service, maintain, program or operate the EFT
Services, or (y) any misconduct or negligence of BISYS' officers,
employees, or agents in performing the EFT Services. Client agrees to
cooperate with BISYS, at BISYS' direction and expense, in taking all
steps necessary to recover any dispensed cash and/or funds lost resulting
from amounts erroneously transferred for which BISYS is liable.
X. INDEMNIFICATION
Client shall indemnify and save harmless BISYS from any claims,
liabilities or losses, including costs and attorney's fees, resulting
from (a) EFT transactions effected with lost, stolen or misused Access
Cards issued by, or on behalf of, Client to access the EFT Services,
and/or (b) action, omissions or commissions of Client's agents and third
party host processors relating to the EFT Services.
Client shall be responsible for the collection of Client's customers'
accounts, all losses from such accounts, all costs or expenses incurred
in connection with the collection efforts relative to such customers'
accounts, the resolution of any controversy, claim or dispute involving
such customers' accounts made by the customer relative to the debit
card program, the taking of action relative to the misuse or abuse of
Client's customers' accounts, and the establishment and maintenance of
the Client customers' authorization limits.
Page 3 of 7
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
IX. GENERAL
Except for the additional terms and conditions contained in this EFT
Services Addendum, the Agreement and other Addenda, if any, shall remain
in full force and effect. Client hereby agrees to pay the specified
charges in consideration for the services and products provided. All
terms and conditions in the Services Agreement shall remain unchanged.
If there is any conflict between the terms and conditions of this Addendum
and the other terms and conditions of the Agreement as may be amended to
which the Addendum forms a part, the terms and conditions of this
Addendum shall prevail.
Client's Name: Internet Organizing
Group, Inc.
-----------------------------
BISYS, INC. Client's City/State: Atlanta, Ga.
------------------------
Approved by: /s/ Paul Bourke Approved by: /s/ Donald S. Shapleigh, Jr.
--------------------- --------------------------------
Name: Paul Bourke Name: Donald S. Shapleigh, Jr.
---------------------------- ---------------------------------------
Title: Pres. and CEO Date:8/22/96 Title: Pres. and CEO Date: 8/21/96
-------------- ------- -------------- ------------------
Page 4 of 7
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
PRICE SCHEDULE
EXPENSE DESCRIPTION ONETIME RECURRING
------------------------------------------------------------------------------------------------------
I. BASE FEES
Basic Service Fees $_______
INCLUDES:
Institution Data File
Standard Daily/Monthly Report
Positive Balance File Backup
Host Support
Card Management
ATM Conversion Support BISYS Platform $_______
Conversion Support non-BISYS Platform $_______
Debit Card Services $_______ $_______
Cardholder File Formatting $_______
Debit Card On-line Terminal License $_______
On-line Terminal Access Fee $_______ per minute
Deconversion Support $_______
Additional Deconversion Files $_______ per file
II. TERMINAL DRIVING
ATM Set-up Fee (First ATM) $_______
Set-up Fee Each additional ATM $_______
Terminal Driving Support:
1 - 10 $_______ each
10 - 20 $_______ each
20 - 30 $_______ each
31 + $_______ each
III. TRANSACTION PROCESSING
ON-US TRANSACTIONS: $_______ each
FOREIGN TRANSACTIONS:
1 - 5,000 $_______ each
5,001 - 10,000 $_______ each
10,001 - 25,000 $_______ each
25,001 - 50,000 $_______ each
50,001 - 100,000 $_______ each
100,001 - 500,000 $_______ each
500,001 - 1,000,000 $_______ each
1,000,001 - 2,500,000 $_______ each
2,500,000 + $_______ each
BATCH POSTING ITEMS $_______ each
OFF-LINE DEBIT CARD TRANSACTIONS:
Debit Card Authorizations $_______ each
Debit Card Transaction Postings $_______ each
Chargebacks/Representment $_______ each
Retrievals $_______ each
Page 5 of 7
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
PRICE SCHEDULE
EXPENSE DESCRIPTION ONETIME RECURRING
---------------------------------------------------------------------------------------------------------------
IV. CARDHOLDER PROCESSING
# of Cardholder Records on File (ATM Card Only) $________ each
# of Cardholder Records on File (Off-line Debit) $________ each
Customer Authorization File Creation $_______
CAF File Conversion runs $_______
Additional CAF Conversion runs $________ per run
Negative Stand-in File $_______ $________ per month
PLUS $________ per record
On-line Debit Card Maintenance Updates $________ each
Cardholder File Purge $_______
Special Reports $_______ $________ per report
Special Statistical Reporting $_______ $________ per report
V. NETWORK INTERFACES
Network Connection $_______ /Network
Network Interface (1-3 Networks) $________ per month
Each Additional Network $________ each
Plus/Cirrus Correspondent Member Fee $________ each
VI. CARD PRODUCTION SERVICES
Programming Development Start Up $_______ per BIN
Card Production and Design per quote
Card Order Processing BISYS Preferred Vendor $________ per month*
Additional Card Orders Above Standard $________ per file
Non-preferred Vendor Card Order $________ per file, plus
$________ per record
Processing:
ATM CARDS:
Standard orders
Card and PIN $________ each
Card only $________ each
PIN only $________ each
Additional Inserts $________ each**
Mass Issue Files (20,000 + Cards)
Card and PIN $________ each
Card only $________ each
PIN only $________ each
Additional Inserts $________ each**
VISA CHECK/MASTERMONEY DEBIT CARDS
Card and PIN $________ each
Card only $________ each
PIN only $________ each
Additional Inserts $________ each
Phone PIN $________ $________ each
Special Handling Charges
VIP Orders $________ each
Card Pulls $________ each
Custom Card Carrier and envelopes Cost plus
* Standard equals two files per week per month. Additional files are charged
at $_____ per file.
** Base price includes standard generic carrier and envelope with one insert.
Additional inserts charged at $_____ each.
Page 6 of 7
<PAGE>
ELECTRONICS FUNDS TRANSFER
ADDITIONAL SERVICES ADDENDUM - CONTINUED
PRICE SCHEDULE
EXPENSE DESCRIPTION ONETIME RECURRING
----------------------------------------------------------------------------------------------------------------------------------
VII. SPECIAL SERVICES
Custom Applications:
Programming $____________ per hour
Download Charge $____________ per ATM load
Technical Support $____________ per hour
Consulting Services $____________ /hr. plus expenses
Computer Test Time
Database Changes
30 days notice $____________ per change
5 days notice $____________ per change
24 hours or less notice $____________ per change
Debit Card Compliance Investigations $________ per transaction
Debit Card Quarterly Reporting $________ per report
ATM Foreign Language Support $____________ language $________ per language/ATM
Surcharging $____________ $________ per month/ATM
Expanded Receipt $____________ $________ per month/ATM
VIII. TRAINING
Additional Training Programs $____________ per session, plus expenses
IX. PASS THROUGH CHARGES
Postage ____________
VISA/MasterCard Fees and Assessments ____________
Travel Expenses Incurred on Behalf of Client ____________
Courier Expenses ____________
Communication Charges ____________
Third Party POS Fees ____________
Page 7 of 7
<PAGE>
BISYS, INC.
NETWORK INSTALLATION
ADDITIONAL SERVICES AGREEMENT
This Addendum will authorize BISYS, Inc. to provide the Network Installation to:
Internet Organizing Group, Inc. (Client) under the terms of our existing
Services Agreement, No. ____________________________.
Fees for Network Installation to be assessed per the following schedule:
Recurring One
Monthly Time
--------- -----------
Total Network Installation Costs $ $ Per Attachment
--------- ---------- A
Total Local Area Network Costs Per Attachment
--------- ---------- B
Total $ $
--------- ----------
--------- ----------
We hereby agree to pay the above charges in consideration for the services
provided. All terms and conditions in the existing Services Agreement shall
remain unchanged.
Client's Name: Internet Organizing Group, Inc.
-------------------------------
BISYS, INC. Client's City/State: Atlanta, Georgia
-------------------------
Approved by: /s/ Paul Bourke Approved by: /s/ Donald S. Shapleigh, Jr.
---------------- ---------------------------------
Name: Paul Bourke Name: Donald S. Shapleigh, Jr.
----------------------- ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO Date: 8/21/96
------------- -------- --------------- -----------------
Page 1 of 5
<PAGE>
ATTACHMENT A - ESTIMATED NETWORK INSTALLATION COSTS
This attachment defines anticipated Network/Data Communication costs which will
be incurred by Client for telephone lines and components required to serve
personal computers operating BISYS Branch Automation software at the designated
client site(s). Final cost will be billed to the Client on an actual use basis.
1. MONTHLY ON-LINE COMMUNICATIONS
SUPPORT
a. First Pollable Terminal at x $ $
Each Branch ---- ------ ------
b. 2 - 50 Additional Pollable x $ $
Terminals per location ---- ------ ------
c. 51 or Greater Pollable x $ $
Terminals per location ---- ------ ------
d. TOTAL ESTIMATED MONTHLY $ $
ON-LINE COSTS ------ -------
2. EXTERNAL NETWORK COSTS(1)
a. Communication Facilities $ $
(Monthly) ----- -----
b. Communication Facilities $
Installation -----
c. Communication Equipment x $ $ $
(Monthly) ---- ------ ------ -----
d. Communication Equipment $
Installation -----
3. SITE SURVEY Man Days x $ /DAY $
---- --- -----
4. ADDITIONAL NETWORK $ (1)
HARDWARE/SOFTWARE INSTALLATION -------
COSTS (LABOR)
5. (2)PLUS TRAVEL AND LODGING $ (2)
EXPENSES ------
TOTAL ESTIMATED RECURRING MONTHLY COSTS $
-----
-----
TOTAL ESTIMATED INSTALLATION COSTS $
-----
-----
------------------------
(1) The prices listed are based on the latest published tariffs and/or price
lists of the telephone companies and communications hardware companies
selected to provide the components of the proposed network. These prices
are subject to change to those in effect at the time of installation.
Actual shipping costs and taxes will be added.
(2) Plus travel and lodging expenses (estimated based on number of anticipated
trips, transportation and lodging costs, etc.).
Page 2 of 5
<PAGE>
ATTACHMENT A - ESTIMATED NETWORK INSTALLATION COSTS (CONTINUED)
1. BISYS will perform an analysis of the client's office(s) to establish
terminal quantities and configurations and recommend layouts.
2. BISYS will design a data communications network to serve the terminals
indicated in the survey.
3. BISYS will order the necessary telephone lines and data sets for the
external network, verify and test the phone lines after installation by the
phone company and install the data sets.
4. BISYS will order and install the components of the internal network. The
complexity and size of the internal network in each client office will
depend upon the number of terminals to be used, the number of floors on
which they are located in the building, and the distance between terminals
on each floor.
5. STANDALONE terminals in a close proximity (less than fifty feet apart) will
normally be connected by data cables to a sharing device which in turn is
connected to the data set. In those instances where the distance is
substantially greater than fifty feet or where structural characteristics
of the building (e.g. solid walls) block easy access to the terminals, a
system of line drives and four wire cable will be installed.
LAN terminals will connect to the gateway through the LAN wiring (see
attachments). The gateway will be located in an area that provides the
best access for connection to the communications equipment and retains the
ability to quickly and effectively troubleshoot communications problems.
6. In those instances where cables must be run through walls, over ceilings or
through floor conduits, the services of a local electrician must be
obtained and paid for by the client. If the client wishes BISYS to act as
a cabling contractor, we will do so for an additional agreed upon charge.
This is to insure compliance with local fire and electrical codes. BISYS
will show the electrician where cables are to be located and will install
the proper connectors on the cables after they are run.
7. BISYS recommends that the client provide multiple outlet electrical
surge/spike protectors for use with the terminal equipment.
Page 3 of 5
<PAGE>
ATTACHMENT B - ESTIMATED LOCAL AREA NETWORK COSTS
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client during the preparation and installation of the Local Area
Network (LAN) corporations. Final costs will be billed to the Client on an
actual use basis.
1. FILE SERVER SET-UP (Includes Network operating system, BISYS application
software and applicable third-party software configuration and
installation.)
___ Servers at BISYS Corporate Center $ per server $
-----------
___ Servers at Client Site $ per server $ (3)
-----------
2. CUSTOMIZED LAN SET-UP (Items not specified in the attached list)
___ Hours at BISYS Corporate Center $ per hour $
------- -----------
___ Hours at Client Site $ per hour $ (3)
------- -----------
3. SERVER AND WORKSTATION INSTALLATION (LABOR):
___ File Servers $ per server $ (3)
------- -----------
___ Signature Server $ $ (3)
------- -----------
___ Fax Server $ $ (3)
------- -----------
___ Credit Bureau Server $ $ (3)
------- -----------
___ Gateway or RJE PC $ $ (3)
------- -----------
___ Workstations (including local $ per workstation $ (3)
printers)
------- -----------
___ Lan Printer $ per printer $ (3)
------- -----------
4. CABLING $ (3)
-----------
5. (3)PLUS TRAVEL AND LODGING EXPENSES $
-----------
TOTAL ESTIMATED INSTALLATION COSTS $
-----------
-----------
------------------------
(1) Plus travel and lodging expenses (estimated based on number of anticipated
trips, transportation and lodging costs, etc.).
Page 4 of 5
<PAGE>
ATTACHMENT B - ESTIMATED LOCAL AREA NETWORK COSTS (CONTINUED)
1. Labor estimates are for an average installation of pre-assembled PCs. The
following conditions may affect actual labor costs: isolated branch
locations, branches under constructions, delays by local contractors or non
standard hardware configurations.
2. BISYS will prepare a written list of equipment, hardware and software, to
be shipped to the configuration center in Houston. Client will assist
BISYS in working with the necessary vendors to ensure the equipment arrives
in a timely manner.
3. BISYS will generate the file server operating system and workstation shells
based on the customer configurations.
4. Install all required application software including: the BISYS
applications and all BISYS provided third party software. BISYS will
define the SYSTEM LOGIN SCRIPT and all application GROUPS using the Novell
utilities.
5. If the detailed user information can be provided by the client before file
server preparation has been completed, BISYS will define personal HOME
directories for all users who will log into the file server. BISYS will
set the user's PASSWORD, USER LOGIN SCRIPT, and GROUPS BELONGED TO for each
user. BISYS will also define a base menu for each user using the BISYS
menu system.
6. BISYS will define the proper on-line configuration for each PC. If the
detailed PC information cannot be provided by the client before file server
preparation has been completed, BISYS will set up the PCs to default based
on the latest wide area network configuration information (TPOOL).
7. BISYS will test the file server before shipping to the client's site by
logging in as each individual user and executing each base menu application
and testing for correct on-line accesses.
8. BISYS will ship the file server, software and all other hardware used to
setup the local area network (LAN) to the client's site.
9. In those instances where local area network (LAN) cabling must be run
through walls, over ceilings or under the floors, the services of a third
party LAN cable installer must be obtained and paid for by the client. If
the client wishes BISYS to act as a cabling contractor, we will do so for
an additional agreed upon charge. This is to insure compliance with local
fire and electrical codes. BISYS will show the contractor where the cables
should be located and will test for proper connections on the cable after
it has been run.
10. BISYS will provide basic setup, unit testing and additional feature
installation on each machine installed. Additional machine customization
including, but not limited to, integrating third party applications or
memory optimization are part of customized LAN setup and may result in
additional charges as in Section 2.
11. BISYS will install each PC and attached printer(s) in the final locations.
It is expected that client management will work with BISYS in this endeavor
to resolve space conflicts on desks and counters.
12. Because often times the counter surfaces and shelving of the teller line
are not compatible with the space requirements of the PC or printer or
because there are not direct access holes for the cabling between the PC
components, the services of a carpenter may be required and must be paid
for by the client. BISYS will work with the carpenter to insure a proper
understanding of installation.
13. BISYS will install all the necessary BISYS application software at each
workstation and conduct any required network testing.
Page 5 of 5
<PAGE>
BISYS, INC.
TOTAL BRANCH AUTOMATION SYSTEM
ADDITIONAL SERVICES AGREEMENT
This Addendum will authorize BISYS, Inc. to provide the Total Branch Automation
System ("TBS") to:
INTERNET ORGANIZING GROUP, INC. (Client)
under the terms of our existing Services Agreement No._________________________.
Fees for the use of the Total Branch Automation System (TBS) will be assessed
per the following schedule:
Recurring Recurring
Annual Monthly One Time
------ ------ --------
Total Estimated Recurring TBS Monthly Costs $ $ $ Per Attachment A
---------
Total Estimated TBS Installation Costs Per Attachment B
----------
Total Estimated Customization Costs Per Attachment C
----------
Total Additional Services/Software Costs Per Attachment D
----------
Total TBS Signature Costs Per Attachment E
--------- ----------
Total Estimated Recurring TBS Annual Costs Per Attachment F
----------- --------- ----------
Total TBS Return Item Processing Costs (or $ Month) Per Attachment G
--------- ----------
Total TBS Mortgage Banking Costs Per Attachment H
--------- ----------
Total $ $ $
----------- --------- ----------
----------- --------- ----------
We hereby agree to pay the above charges in consideration for the services
provided. All terms and conditions in the existing Services Agreement shall
remain unchanged.
Client's Name: Internet Organizing Group, Inc.
--------------------------------
BISYS, INC. Client's City/State: Atlanta, Georgia
-------------------------
Approved by:/s/ Paul Bourke Approved by:/s/ Donald S. Shapleigh, Jr.
---------------- ---------------------------------
Name: Paul Bourke Name: Donald S. Shapleigh, Jr.
----------------------- -----------------------------------------
Title: Pres. and CEO Date:8/22/96 Title: President and CEO Date: 8/21/96
------------- ------- ------------------- ---------------
Page 1 of 9
<PAGE>
ATTACHMENT A - ESTIMATED RECURRING MONTHLY COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Branch Automation System
(TBS). Final cost will be billed to the Client on an actual use basis.
1. TBS PLATFORM (includes TBS Teller, CRT, TBS Mortgage Banking,
and Return Item Stations; also used by TCM and MLO stations)
0 - 25 Copies x $
------- ------- ----------
26 - 50 Copies x $
------- ------- ----------
51 - 75 Copies x $
------- ------- ----------
76 + Copies x $
------- ------- ----------
2. TBS TELLER (includes TBS CRT)
0 - 50 Copies x $
------- ------- ----------
51 - 100 Copies x $
------- ------- ----------
101 - 150 Copies x $
------- ------- ----------
151 + Copies x $
------- ------- ----------
3. TBS CRT ONLY
0 - 50 Copies x $
------- ------- ----------
51 - 100 Copies x $
------- ------- ----------
101 - 150 Copies x $
------- ------- ----------
151 + Copies x $
------- ------- ----------
Note: Copies defined per BISYS TPOOL terminal definition.
TOTAL ESTIMATED RECURRING MONTHLY COSTS $
--------------------------------------- ----------
--------------------------------------- ----------
Page 2 of 9
<PAGE>
ATTACHMENT B - ESTIMATED INSTALLATION COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of installing Total Branch Automation System
(TBS) at the designated Client site(s) and training the Client's personnel in
the use of the system, as well as other miscellaneous tasks which may be
required for installation. Final cost of installation will be billed to the
Client on an actual use basis.
1. BASE FEE
TBS Complete - Platform Software $ $
Includes 1 day of teller system training at --------- ---------
BISYS Corporate Training Facility, up to
2 days of software customization, as
defined by the TBS Data Collection Packet
and 3 days and user training at BISYS
Corporate Training Center.
TBS Teller Software $ $
--------- ---------
Includes 1 day of training at BISYS Corporate
Training Facility and up to 2 days of software
customization, as defined by the Data
Collection Packet.
Client Customization Training $ $
--------- ---------
5 days New Account Customization training at
BISYS Corporate Training Center.
2. TBS LAN SOFTWARE (per TPOOL Branch definition)
1 Branches $ per branch $
--------- ---------
3. SOFTWARE CONFIGURATION includes configuration,
preparation and options required for each PC
(Printer and Communication, etc.). This charge
also applies to additional workstations added
after the initial installation.
(Up to 20) PCs $ per PC $
------------- --------- ---------
4. ADDITIONAL TRAINING (1 day minimum)
Days at Corporate Training Facility $ per day $
----- --------- ---------
Days at Regional Training Facility $ per day $
----- --------- ---------
Days at Client Site $ per day $
----- --------- ---------
5. (2)PLUS TRAVEL AND LODGING EXPENSES $
---------
TOTAL ESTIMATED INSTALLATION COSTS $
---------------------------------- ---------
---------------------------------- ---------
--------------------------------
(1) $_____ may be applied to base fee for Platform (Software training and
customization).
(2) Plus travel and living expenses (estimated based on number of
anticipated trips, transportation and lodging costs, etc.)
Page 3 of 9
<PAGE>
ATTACHMENT C - ESTIMATED CUSTOMIZATION COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
TBS TELLER CUSTOMIZATION
Additional customization can be provided by BISYS. Teller customization
includes up to two (2) days software customization defined in detail by Data
Collection.
Customization includes:
Deletions from Applications and Sub-application Menus
Speed Key Definition
Up to 10 Print Documents
Access Level/and/or Override Change Definitions
Passbook Print Alignment Options
Transaction Utilization Options
Transaction Receipt Options
Reconstruct Host Document Options
Printer Options
CRT Options
Account Number Structure Definition
Cash-in/Cash-out Ticket Options
Pre-fill Field Definitions
Smart Help Definitions
Sub-Total Definitions
Group/Linked Transactions
Check List Definitions
1. PRINT DOCUMENTS (each additional) x $ $
-------- ---------
2. ADDITIONAL CUSTOMIZATION AS DEFINED PER x $ $
PAGE BY THE TBS DATA COLLECTION PACKET -------- ---------
(or portion thereof)
TBS COMPLETE CUSTOMIZATION
Additional customization can be provided by BISYS. Utilization of this option
automatically evokes the BISYS customized category (see Attachment H) for annual
maintenance.
3. PRINT DOCUMENTS (each additional) x $ * $
-------- ---------
- Additional cost for digitization of laser forms will be quoted.
ALL OTHER CUSTOMIZATION WILL BE QUOTED ON AN HOURLY BASIS.
4. NON-STANDARD CUSTOMIZATION (8 hour minimum)
Hours at BISYS Data Center $ per hour $ (3)
----- ---------
Hours at Client Site $ per hour $ (3)
----- ---------
5. (3)PLUS TRAVEL AND LODGING EXPENSES $
---------
TOTAL ESTIMATED CUSTOMIZATION COSTS $
---------
(3) Plus travel and living expenses (estimated based on number of anticipated
trips, transportation and lodging costs, etc.)
Page 4 of 9
<PAGE>
ATTACHMENT D - ADDITIONAL SERVICES/SOFTWARE COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
1. Norton's Norton Advanced Utilities
8.0 Software Copies x $ $
----- -------------
2. Meridian Technology's Carbon Copy
Plus(4) Copies x $ $
----- -------------
3. Hayes Smartmodem, 28.88, External(4)
(with Fax) Copies x $ $
----- -------------
Contact Corporate Purchasing for current prices.
Please note that the software prices listed above are subject to change.
TOTAL ADDITIONAL SERVICES/SOFTWARE COSTS $ SEE HARDWARE
-------------
QUOTE
---------------------
(4) One per Branch is required by Houston Client Site Services in order to
provide Client Support.
Page 5 of 9
<PAGE>
ATTACHMENT E - TBS SIGNATURE COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
Per branch prices include ALL branches of the institution.
1. INITIAL SOFTWARE LICENSE FEE Branches x $ $
----- ------ --------------
Includes 1 day of Signature training at BISYS Corporate
training facility
2. ON-GOING MAINTENANCE/USAGE FEE (per month)
TBS Platform Software (in addition to current monthly TBS charge)
0 - 25 Copies x $ $
------ ------ --------------
26 - 50 Copies x $ $
------ ------ --------------
51 - 75 Copies x $ $
------ ------ --------------
76 + Copies x $ $
------ ------ --------------
TBS Teller Software (in addition to current monthly TBS charge)
0 - 50 Copies x $ $
------ ------ --------------
51 - 100 Copies x $ $
------ ------ --------------
101 - 150 Copies x $ $
------ ------ --------------
151 + Copies x $ $
------ ------ --------------
(TBS CRT ONLY SOFTWARE NOT SUPPORTED WITH SIGNATURE)
3. HOST SIGNATURE FEE
$ per month plus $ per signature $
------ ------ --------------
TOTAL ESTIMATED RECURRING MONTHLY COST (2 + 3) $
---------------------------------------------- --------------
---------------------------------------------- --------------
Page 6 of 9
<PAGE>
ATTACHMENT F - ESTIMATED RECURRING ANNUAL COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Branch Automation System
(TBS). Final cost will be billed to the Client on an actual use basis.
1. TBS COMPLETE ANNUAL MAINTENANCE
BASE SYSTEM OR USER CUSTOMIZED $ $
-------------- --------------
or
2. TBS COMPLETE ANNUAL MAINTENANCE
BISYS CUSTOMIZED $ $
-------------- --------------
3. TBS COMPLETE ANNUAL LASER FORMS MAINTENANCE
NUMBER OF ANNUAL
NEW ACCOUNTS FEE
------------ ---
0 - 1,000 $
-------
1,001 - 1,500 $
-------
1,501 - 2,000 $
-------
2,001 - 2,500 $
-------
2,501 - 3,000 $
-------
3,001 - 3,500 $
-------
3,501 - 4,000 $
-------
4,001 - 4,500 $
-------
4,501 - 5,000 $
-------
5,001 - 6,000 $
-------
6,001 - 7,000 $
-------
7,001 - 8,000 $
-------
8,001 - 9,000 $
-------
9,001 -10,000 $
-------
10,001 -12,500 $
-------
12,501 -15,000 $
-------
15,001 -17,500 $
-------
17,501 -20,000 $
-------
20,001 -25,000 $
-------
25,001 -30,000 $
-------
Over 30,000 per account $
-------------------
PLEASE COMPLETE THE BSI LICENSE/SUPPORT-LINE AGREEMENT FOR LASER FORMS USAGE ON PAGE 10.
4. TOTAL ESTIMATED RECURRING ANNUAL COSTS $
------------------------------------------------------
*Based on preceding months new account volume.
----
Page 7 of 9
<PAGE>
ATTACHMENT G - TBS RETURN ITEM PROCESSING COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
Per branch prices include ALL branches of the institution.
1. INITIAL SOFTWARE LICENSE FEE $ $
------- ------------------
Includes 1 day of Return Item training at BISYS Corporate
training facility
2. ON-GOING MAINTENANCE/USAGE FEE (per month)$ $
------- ------------------
In addition to current monthly TBS charge
TOTAL ESTIMATED MONTHLY RECURRING COST (ITEM 2) $
-------------------------------------- ------------------
-------------------------------------- ------------------
----------------------------------------
(5) Existing TBS Customers receive a $ credit.
------
Page 9 of 9
<PAGE>
ATTACHMENT H - TBS MORTGAGE BANKING COSTS FOR
TOTAL BRANCH AUTOMATION SYSTEM
1. INITIAL SOFTWARE LICENSE FEE $ $
------ ------------------
Includes 2 days of Mortgage Banking training at
BISYS Corporate training facility
2. ON-GOING MAINTENANCE/USAGE FEE (per month) $ $
------ ------------------
In addition to current monthly TBS charge
3. CUSTOMIZATION OF LETTERS (per letter) X $ $
------------- ------ ------------------
TOTAL ESTIMATED MONTHLY RECURRING COST (ITEM 2) $
-------------------------------------- ------------------
-------------------------------------- ------------------
Page 9 of 9