Sample Business Contracts

Software License Agreement - Bank Services Corp.

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                          SOFTWARE LICENSE AGREEMENT

This Agreement is made and entered into this _____ day of ____________, 19__,
between Bank Services Corporation, a Colorado Corporation ("BSC") and
_______________ ("Client").

     1.    License.  Subject to the terms of this Agreement, BSC hereby grants
     to Client a nonexclusive license to use the programs, documentation and
     associated material enumerated in paragraph 16 and incorporated herein
     (together "the System") for a period of 99 years from the date hereof.
     Client shall pay BSC for use of the System as set forth in paragraph 17.

     2.    Taxes.  All taxes and charges of any kind, imposed by Federal, State
     or local governments with respect to the services or items covered by this
     Agreement, or the sale or use thereof, or measured by the gross receipts
     applicable to this Agreement, shall be paid by Client, except that Client
     shall not be responsible for income taxes payable by BSC. If taxes are paid
     by BSC they shall be reimbursed by Client upon invoice from BSC.

     3.    Location.  Client shall use the System only as specified in paragraph
     18.  Client will notify BSC immediately upon any change in that location.
     Failure to notify BSC of a change in location could result in revocation of
     this Agreement.  Revocation will be determined solely by BSC.

     4.    Training.  Upon reasonable notice, BSC shall furnish the number of
     days of training as specified in paragraph 19. For any additional
     installation assistance rendered by BSC, Client shall pay BSC at their
     current per diem rate and shall reimburse BSC for all reasonable expenses
     incurred by BSC in rendering such assistance. BSC will provide an itemized
     list of expenses upon request.

     5.a.  Confidentiality.  Client acknowledges that the System is proprietary
     to BSC and constitutes a BSC trade secret.  The System shall be kept
     confidential by Client, and shall not be disclosed by Client to any person
     or party without BSC's prior written consent, except those Client employees
     who have a reasonably necessary need to know for operation of Client's

     b.    If Client or any of its employees, agents, or representatives attempt
     to use, duplicate, or dispose of the System, in whole or in part, in a
     manner contrary to the terms of this Agreement, BSC shall have the right,
     in addition to such other remedies as may be available to it, to injunctive
     relief enjoining such acts or attempts, it being acknowledged that legal
     remedies are inadequate.

     6.a.  Warranty.  BSC warrants that, for six months after its installation,
     the System will conform to the specifications set forth in the system
     documentation.  In the event of deviation from said specifications, BSC's
     sole obligation shall be to use its best

     efforts to correct all program errors and malfunctions that are
     discrepancies between the functioning of the System and said

     b.    BSC is not responsible for any System errors, defects malfunctions,
     or other problems resulting from (1) Incorrect specifications having been
     submitted to BSC by Client; (2) Client having approved incorrect
     specifications; (3) Improper use of the System; (4) Any modifications
     having been made to the System by Client; (5) Client negligence; (6)
     Hardware equipment malfunctions; (7) The System not including all updates
     furnished by BSC or (8) Any other circumstances not caused by BSC, and any
     effort by BSC to diagnose or correct such problems shall be performed at
     BSC's then current time and material rates, plus expenses.


     7.a.  Limitation of Liability.  BSC's entire liability to Client for all
     damages incurred by Client regardless of the form of action for any and all
     claims relating to the System or to any other software, services, systems,
     programs, documentation or work products provided by BSC to Client, whether
     provided under this Agreement or otherwise, shall in the aggregate be
     limited to the lesser of (1) The cost of correction or replacement of, or
     (2) BSC's charges for the specific software, services, system, programs,
     documentation or work products which are the subject of the alleged claim.

     b.    No action, regardless of form, arising under this Agreement may be
     brought by either party more than one year after the earlier of (1) The
     facts supporting the cause of action becoming known to the Claimant, or (2)
     The date of termination of maintenance furnished pursuant to paragraph 15

     8.    Notice. All notices which BSC or Client may have cause to give to the
     other hereunder shall be considered given upon deposit of written notice in
     the United States mails, postage prepaid, and addressed if to BSC, to 130
     E. Kiowa Street, Colorado Springs, CO 80903 and, if to Client to the
     address provided in paragraph 20, or to such other address as either party
     may provide to the other in a notice complying with this paragraph.

     9.    Non-Disclosure.  Client shall not disclose the terms and conditions
     of this Agreement to (1) Any third party, or (2) Any person in Client's
     organization other than those who require it in the performance of their
     jobs. Client may disclose any such information requested by government
     agencies that may require that information in the performance of
     examinations and audits of the clients.


     10.   Delays.  Neither party shall be liable or deemed in default for any
     delay or failure in performance of this Agreement resulting directly or
     indirectly from any cause beyond the control of that party.

     11.   Waiver.  The waiver of one breach or default thereunder shall not
     constitute the waiver of any subsequent breach or default.

     12.   Assignment.  This Agreement shall be binding upon and inure solely to
     the benefit of the parties hereto and their respective successors and (to
     the extent specified in the assignment) assignees, and not for the benefit
     of any other person or legal entity.  Client shall not assign this
     Agreement without the prior written consent of BSC, which consent shall not
     be unreasonably withheld.

     13.   Default by BSC.  In the event BSC shall breach any representation or
     warranties made by them or by this Agreement, or shall default in the
     performance of any obligation imposed upon them by this Agreement and shall
     not, within sixty (60) days after the date on which breach or default shall
     occur, either (1) Cure it; (2) Make, with Client's approval (approval shall
     not be unreasonably withheld), steps to cure it, then in such event, Client
     shall thereafter have no further duties or obligations whatsoever, except
     that Client will be bound by the provisions concerning proprietary rights
     and confidentiality.

     14.   Default by Client.  In the event Client shall breach any
     representation or warranty made by them in this Agreement, or shall default
     in the performance of any obligations imposed upon them by this Agreement,
     and shall not with sixty (60) days after the date on which such breach or
     default shall occur, either (1) Cure it; (2) Make, with BSC's approval
     (approval shall not be unreasonably withheld), steps to cure it, then in
     such event, (a) BSC shall have no further duties or obligations whatsoever
     under this Agreement; (b) Client shall pay all past and current fees to
     BSC; (c) Client must maintain all provisions of this Agreement pertaining
     to confidentiality of BSC System described in paragraph 16 and BSC
     proprietary rights to such System.

     15.a. Maintenance.  For a period of six months after the date of this
     Agreement, BSC will provide, on a timely basis, telephone support, and
     changes to correct proven errors in program logic and documentation of the
     System to the Client.  Maintenance is provided to the primary site only
     unless otherwise provided for in paragraph 18.

     a.    Beginning six months from the date of the Software License Agreement
     as specified above, BSC will provide telephone support, and maintenance and
     improvements to the System for a twelve (12) month term. The term of this
     agreement shall be automatically consecutively renewed for an additional
     term of twelve (12) months unless either party gives written notice to the
     other of its intention not to continue such maintenance and improvement
     services thirty (30) days prior to


     renewal date.  Payments that are made after the due date are subject to a
     one and one-half (1 1/2%) late charge.

     b.    Maintenance and improvements will be sent to the primary site only
     unless otherwise specified in paragraph 18.  Client is responsible for
     distribution of maintenance and improvements to any secondary sites that
     are described in paragraph 18.

     c.    Client shall pay annually to BSC upon renewal, the then current
     charge for maintenance and improvements which is described in paragraph 16,
     except that such annual charge shall not increase by more than five percent
     (5%) over the charge for the immediately preceding year for the first five
     years. At the beginning of each successive term, BSC shall invoice Client
     for the total charge applicable for such term. Client shall render payment
     for all invoices to BSC within thirty (30) days after receipt thereof for
     each location unless otherwise specified.

     d.    Upon installation and use of maintenance and improvements by Client,
     such changes shall thereupon be deemed to be a part of the applicable

     16.   Description of System:                   One Time


           PC BancPAC Application Modules           $________

               Customer Information File
               Demand Deposit
               Savings and club accounting
               Certificate of Deposits
               Individual Retirement accounting
               Loans (all types)
               Automatic funds transfer system
               Account analysis
               Safe deposit box accounting
               Loan Collections
               Overdraft protection
               Home equity loans
               Cash sweep accounts
               Executive/reminder system
               Audit confirmations
               Static gap reporting

           Annual maintenance and enhancement service:


               Year 1                    $______
               Year 2                    $______
               Year 3                    $______
               Year 4                    $______
               Year 5                    $______

           Conversion, Training          $______

     17.   Payment Terms:

               50% Contract Signing
               25% Conversion Date
               25% Thirty (30) days after conversion

     18.   Location of Computer Installation:


     19.   Installation Assistance and Training provided by BSC to Client

               Automated conversion from present system.
               Fifteen (15) man days on-site training.

     20.   Address for Notice to Customer:

     21.   Laws and Venue.  This Agreement shall be interpreted under and
     governed by the laws of the State of Colorado.  In all matters arising
     under the terms of this Agreement, exclusive venue and jurisdiction shall
     be vested in a competent El Paso County, Colorado Court.

     22.   Entire Agreement.  Client acknowledges that this Agreement has been
     read and understood, including all exhibits and amendments, agrees to be
     bound by its terms and agrees that it is the complete and exclusive
     statement of agreement between the parties, superseding all other
     communications or representations oral or written.  This Agreement may be
     modified only by written consent by the parties hereto.


     The foregoing is agreed to by:

      Bank Services Corporation               ________________________
      130 E. Kiowa Street                     ________________________
      Colorado Springs, CO  80903             ________________________

     By:_____________________________         By:_____________________________
     Print Name:_____________________         Print Name:_____________________
     Title:__________________________         Title:__________________________
     Date:___________________________         Date:___________________________