Trial Agreement - AT&T Corp., and Internet Operating Group Inc.
TRIAL AGREEMENT
This Agreement is made and entered into as of the date it is signed by
both parties (hereinafter referred to as the "Effective Date") by and between
AT&T Corp., having offices at 295 North Maple Avenue, Basking Ridge, New Jersey
07920, on behalf of itself and its affiliated companies (hereinafter referred to
collectively as "AT&T"), and Internet Operating Group, Inc., having offices at
7000 Peachtree Dunwoody Rd., Bldg. 10, Suite 310, Atlanta, Georgia 30328
(hereinafter referred to as "Customer").
RECITALS
WHEREAS, AT&T desires to conduct a marketing and technical trial
(hereinafter referred to as the "Trial") for AT&T's proposed Personal Financial
Services offer (hereinafter referred to as the "Service") in advance of
introducing it in the marketplace to determine its feasibility for various types
of service applications and to identify and develop necessary or desirable
refinements to the Service, and
WHEREAS, Customer wishes to determine the utility and feasibility of
utilizing the Service to meet some of its business needs and the needs of its
end user customers ("Users"),
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants set forth herein, AT&T and Customer agree as follows:
1. AT&T RESPONSIBILITIES
(a) AT&T will conduct the Trial of the Service with the Customer
in accordance with the parameters described in this Agreement.
(b) AT&T will provide to Customer, at the charges specified in
Attachment B, the services, equipment and software described in Attachment A, as
amended from time to time by the parties. Title to all such equipment and/or
software provided by AT&T for the purposes of this Trial shall remain with AT&T
and its suppliers. Risk of loss or damage to such equipment and/or software
shall remain with AT&T except to the extent that such loss or damage is
attributable to Customer's willful or intentional misconduct.
2. CUSTOMER'S RESPONSIBILITIES
(a) Customer shall cooperate with AT&T in all aspects of the
Trial as reasonably required by AT&T. Cooperation shall include: evaluating the
Service while the Trial is in progress and informing AT&T of Customer's views
concerning the virtues and shortcomings of the Service; participating in focus
groups and surveys and seeking Customer's Users participation in same; and,
providing testimonials concerning Customer's opinions regarding the Service.
Customer will make available to AT&T
<PAGE>
Customer's Users so that user data can be gathered directly from them. During
the Trial, Customer shall permit AT&T, upon reasonable request, to perform such
maintenance, tests, experiments and measurements relating to the Service as AT&T
deems appropriate.
(b) Customer acknowledges that nothing in this Agreement shall
be construed as a commitment by AT&T to offer the Service to Customer or to
anyone else following the termination of the Trial.
(c) Customer has sole responsibility for purchasing, leasing or
operating, and adequately protecting and maintaining the equipment, software,
data, and other property specified as Customer provided in Attachment A. Title
and risk of loss for such Customer supplied equipment, software, data and other
property shall remain with Customer.
(d) Unless otherwise stated, Customer shall bear its own
expenses associated with the Trial. Customer will also pay AT&T the Service
charges specified in Attachment B.
(e) Customer shall include in its participating User
documentation provisions that are comparable to and at least as restrictive as
the Software License and Intellectual Property, Warranty and Limitations of
Liability Sections of this Agreement and shall assure that such provisions
extend to all suppliers of the Service (including AT&T). Customer shall deliver
to its participating Users the AT&T specified SOFTWARE along with its associated
documentation (including end user license terms and conditions) which
accompanies such SOFTWARE. Customer shall require its participating Users to
provide the equipment, software and services identified in Attachment A as a
User deliverable.
(f) The Trial and the data made available through the Trial will
not affect, in any way, Customer's obligation to pay AT&T for any tariffed
services which it receives from AT&T or any goods or services provided to
Customer by AT&T under any other contracts or agreements.
3. SOFTWARE LICENSE AND INTELLECTUAL PROPERTY
(a) AT&T grants to Customer for the Term of this Agreement a
personal, non-transferable, and non-exclusive right to use in object code form
the AT&T provided software described in Attachment A (hereafter the "SOFTWARE"),
with the right to sublicense solely to Customer's Users that participate in the
Trial for use solely by Customer and such Users for the purpose of beta testing
the Service. All SOFTWARE and related documentation and all copies thereof, are
and will remain the sole property of AT&T and its suppliers. Customer and Users
shall not modify, reverse engineer, disassemble, or decompile the
-2-
<PAGE>
SOFTWARE; or remove any proprietary rights legend from the SOFTWARE or the
documentation; or cause or permit copying, display, loan, disclosure,
publication, transfer of possession or other dissemination of the SOFTWARE,
except as expressly permitted by the terms of this Agreement. The terms of any
license agreement packaged with any non-AT&T owned SOFTWARE shall govern the use
of such SOFTWARE.
(b) AT&T shall have the right to use Customer and participating
User suggested enhancements, changes and modifications to the Service, at AT&T's
discretion, including, but not limited to, the incorporation of such
enhancements, changes or modifications into the Service, and to assign, license
or otherwise transfer to third parties the enhanced, changed or modified Service
or components thereof.
(c) Customer agrees that upon expiration or termination of this
Agreement, Customer will promptly return all copies of SOFTWARE and associated
documentation to AT&T in the same condition as received, reasonable wear and
tear excepted, and shall erase all computer programs from the personal computer
on which they were loaded.
(d) Customer and its suppliers will retain the exclusive rights
to their respective intellectual property in the Customer systems and
applications which were in existence prior to the Effective Date of this
Agreement. AT&T and its suppliers will retain the exclusive rights to their
respective intellectual property in the AT&T Service which were in existence
prior to the Effective Date of this Agreement. If AT&T creates custom-developed
software which is paid for by AT&T under this Agreement ("Custom Proprietary
Software"), then AT&T will own the copyright and all other intellectual
proprietary rights in the Custom Proprietary Software. Except as otherwise
expressly agreed to by the parties, Custom Proprietary Software shall include
any customization work, the development of interfaces between Customer's systems
and applications and the AT&T Service and any enhancements, improvements and
modifications to the AT&T Service described in Attachment A, as amended from
time to time. In the event that during the Term of this Agreement the parties
agree upon additional custom development work that is not covered by Attachment
A, then a separate development addendum to this Agreement is required to reflect
the description of the work, the deliverables, milestones, any associated
charges, and the rights of the respective parties.
4. TERM AND TERMINATION
(a) The term of this Agreement shall commence with the Effective
Date of this Agreement and shall expire eighteen (18) months thereafter, unless
terminated earlier as provided below. The parties may mutually agree in writing
prior to said expiration date to renew this Agreement for a specified term,
-3-
<PAGE>
provided that neither party shall be obligated to agree to any such renewal.
(b) This Agreement shall terminate at the earlier to occur of
the following:
(1) the expiration date of the Term, or
(2) upon 6 months prior written notice without cause by
either party to the other party, provided that such notice shall not be served
by either party before 6 months following the commencement of the friendly-user
trial described in Attachment A, or
(3) upon 30 business days' prior written notice by either
party to the other party if the other party is in default of a material term or
condition of this Agreement and has failed to cure such default within the
notice period, or
(4) immediately upon written notice by either party if:
(i) the other party has intentionally or in a willful,
wanton or reckless manner made any material, false representation or violated
the other's tradenames, trademarks or service marks;
(ii) the other party has been placed in conservatorship
or receivership, become insolvent or involved in a liquidation or termination of
its business, or adjudicated bankrupt, or been involved in an assignment for the
benefit of creditors; or
(iii) mandated by governmental or regulatory
authority.
(c) Upon expiration or termination of this Agreement:
(1) neither party shall be relieved of any obligations due
at the time of such expiration or termination, nor shall such expiration or
termination prejudice any claim of either party accrued on account of any
default or breach by the other; and
(2) each party shall immediately return to the other party,
if requested to do so, or destroy, all promotional materials and all Information
protected under Article 5 which has been supplied by the other party; and
(3) each party shall cease using the other party's Marks,
for which permission to use had been granted during the term of this Agreement
under Article 13; and
-4-
<PAGE>
(4) in the event that termination has been initiated by
either party pursuant to Section 4(b)(2), then both parties will continue to
perform their respective obligations pursuant to the terms and conditions of
this Agreement for the duration of the 6 month period between service of notice
by the terminating party and the effective date of termination ("6 Month Notice
Timeframe"). During the 6 Month Notice Timeframe, Customer shall continue to
pay the charges in Attachment B with respect to all Users and shall continue to
be subject to the monthly cap on add-on live users as stated in Attachment A.
However, in the event that Customer adds new Users during the 6 Month Notice
Timeframe in excess of the lesser of 5,000 new Users per month or the total new
Users which were added by Customer during the 3 months immediately preceding the
service of notice of termination, then Customer shall also reimburse AT&T for
AT&T's actual incremental costs incurred to enable AT&T to add such excess new
Users to the Service.
(5) in the event termination has been initiated by AT&T
without cause pursuant to Section 4(b)(2) or by Customer due to AT&T's breach
pursuant to Section 4(b)(3), AT&T will provide Customer reasonable assistance in
migrating to an alternative service provider and Customer will compensate AT&T
for such assistance at AT&T's prevailing time and materials rates, provided that
the parties reach mutual agreement in writing within 30 days following their
mutual receipt of notice of termination, concerning the scope and duration of
support that AT&T will provide and the applicable charges that Customer will
pay.
5. CONFIDENTIALITY
(a) Both parties, for their mutual benefit, desire to disclose
or have disclosed to the other, certain specifications, designs, plans,
drawings, software, data prototypes, or other business and/or technical
information (hereinafter collectively referred to as "Information") which is
proprietary to the disclosing party or its affiliated companies or suppliers.
The receiving party shall hold such Information in confidence, shall reproduce
or copy such Information only to the extent necessary for its authorized use,
shall restrict disclosure of such Information to its employees who have a need
to know, shall advise such employees of the obligations assumed under this
section, and shall not disclose such Information to any third party without the
prior written approval of the other party and a confidentiality agreement at
least as restrictive as this Article 5.
(b) These restrictions on the use of disclosure of information
shall not apply to any Information:
(1) that is independently developed by the receiving party
or its affiliated companies or lawfully received
-5-
<PAGE>
free of restriction from another source having the right so to furnish such
Information; or
(2) that is or becomes publicly available by means other
than unauthorized disclosure; or
(3) that, at the time of disclosure to the receiving party,
was known to such party or its affiliated companies free of restriction as
evidenced by documentation in such party's possession; or
(4) that the disclosing party agrees in writing is free of
restrictions stated in this Agreement.
(c) Information shall be subject to these confidentiality
restrictions if it is in writing or other tangible form, only if clearly marked
as proprietary when disclosed to the receiving party or, if not in tangible
form, only if summarized in a writing so marked and delivered to the receiving
party within 10 business days of such disclosure, in which case the Information
contained in such summary shall be subject to the restrictions herein.
(d) No license to a party, under any trademark, patent,
copyright, mask work protection right or any other intellectual property right,
is either granted or implied by the conveying or Information to such party.
None of the Information which may be disclosed or exchanged by the parties shall
constitute any representation, warranty, assurance, guarantee or inducement by
either party to the other of any kind, and, in particular, with respect to the
noninfringement of trademarks, patents, copyrights, mask protection rights or
any other intellectual property rights, or other rights of third persons or of
either party.
(e) All Information shall remain the property of the
transmitting party and shall be returned upon written request or upon the
receiving party's determination that it no longer has a need for such
information. Upon expiration or termination of this Agreement, each party shall
return to the transmitting party, or, if agreed to by the transmitting party,
destroy, all Information supplied by the transmitting party, and all copies of
such Information.
(f) Each party agrees that it will not, without the prior
written consent of the other, transmit, directly or indirectly, the Information
received from the other hereunder or any portion thereof to any country outside
of the United States.
(g) Each party agrees that all of its obligations undertaken in
this Section 5 as a receiving party of Information shall survive and continue
for two years after any expiration or termination of this Agreement.
-6-
<PAGE>
(h) Except as stated in Section 3(d), Customer's and its Users'
feedback to AT&T provided pursuant to Section 2(a) relating to the Service shall
be considered Information of both AT&T and Customer. Notwithstanding Section
5(e), Customer may retain a copy of this Agreement following the Agreement's
expiration or termination. Notwithstanding Section 5(c), Customer's User
information generated during transactions using the Service shall be considered
Customer's Information.
6. WARRANTIES
(a) AT&T warrants that: (i) it will provide the Service in a
workmanlike manner; (ii) it and its suppliers own all right, title and interest
in the Service and it has all necessary rights from third parties to provide the
Service in accordance with the terms of this Agreement to Customer; (iii) it
will not knowingly infringe any patent, copyright, trademark, trade secret, mask
work or other intellectual property right of any third party; and (iv) it will
comply at all times with all applicable requirements of federal, state and local
laws and regulations.
(b) EXCEPT FOR THE WARRANTIES STATED IN SECTION 6(a), THE
SERVICE IS OFFERED ON AN "AS IS" BASIS. AT&T MAKES NO WARRANTY, GUARANTEE, OR
REPRESENTATION, EXPRESS OR IMPLIED, RELATING TO THE RELIABILITY, EFFECTIVENESS,
ACCURACY, COMPLETENESS, PERFORMANCE, OR OPERATION OF THE SERVICE, OR OF THE
EQUIPMENT AND SOFTWARE FURNISHED TO CUSTOMER FOR PURPOSES OF THE SERVICE OR THE
TRIAL, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. AT&T DOES NOT GUARANTEE THAT THE SERVICE WILL NOT CAUSE
INTERRUPTIONS IN OR INTERFERENCE WITH CUSTOMER'S OR USERS' TELECOMMUNICATIONS OR
OTHER SERVICES WHICH INTERCONNECT WITH THE SERVICE.
(c) Customer warrants that:
(i) it is a bank organized and authorized to conduct a
banking business under the laws of the State of Georgia, and it is an insured
bank under the Federal Deposit Insurance Act, and it has obtained all necessary
approvals from state and federal banking regulatory authorities to participate
in the Trial and to use and enable Users to use the Service as described in this
Agreement, and will keep AT&T informed in a timely manner about such regulatory
requirements to the extent that they affect the implementation or operation of
the Service in any manner; and
(ii) it will comply at all times with all applicable
requirements of the federal Electronic Fund Transfer Act (12 U.S.C. Sections
1693 et seq.), Federal Reserve Board Regulation E thereunder (12 C.F.R. part
205), and any similar state or local laws or regulations, in connection with the
use of
-7-
<PAGE>
the Service by Users, including such requirements, if any, as may be applicable
thereunder to AT&T; and
(iii) it will comply at all times with all other
applicable requirements of federal, state and local laws and regulations.
7. LIMITATION OF LIABILITY
(a) THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY CLAIM
ARISING FROM ANY CAUSE WHATSOEVER (EXCEPTING PERSONAL INJURY AND/OR DEATH)
REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL
BE LIMITED TO DIRECT DAMAGES ACTUALLY PROVEN, NOT TO EXCEED AN AGGREGATE OF
$1,000,000 DURING THE TERM OF THIS AGREEMENT.
(b) AT&T SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF:
INABILITY BY CUSTOMER, USERS OR THIRD PARTIES TO USE THE AT&T SERVICE WHICH IS
THE SUBJECT OF THIS AGREEMENT; SERVICE INTERRUPTIONS; INTEROPERABILITY,
INTERACTION OR INTERCONNECTION OF THE AT&T SERVICE WITH APPLICATIONS, SERVICES
OR NETWORKS PROVIDED BY CUSTOMER, USERS OR THIRD PARTIES; OR UNAUTHORIZED ACCESS
TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S USERS' OR THIRD
PARTIES' APPLICATIONS, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS THROUGH
ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD BY ANYONE.
(c) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES
FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF
OPERATIONS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
(d) AS USED IN THIS ARTICLE 7, "AT&T" AND "CUSTOMER" SHALL BE
DEEMED TO INCLUDE EACH PARTY'S PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS AND
CONTRACTORS OF ALL OF THEM.
8. INDEMNITIES
(a) Subject to the limitations stated in Article 7 above, each
party ("Indemnifying Party") shall defend, indemnify and hold the other party
and its affiliates harmless from any and all claims, suits, actions, demands,
costs, settlements, losses, damages, expenses and all other liabilities
including reasonable attorney's fees (collectively "Claims"), arising out of or
resulting from its breach of this Agreement or the intentionally wrongful or
negligent acts or omissions on the part of the Indemnifying Party, its
employees, officers, suppliers, contractors, agents or affiliated companies in
the performance of or failure to perform the Indemnifying Party's obligations
under this Agreement. In addition, Customer as Indemnifying Party
-8-
<PAGE>
shall also indemnify and hold harmless AT&T from all Claims arising out of or
relating to Customer's or User's use of the Service. The indemnity obligations
under this Section 8(a) are contingent upon: (1) the Indemnifying Party
receiving prompt notice of any Claim for which indemnification is sought
hereunder; (2) the Indemnifying Party having sole control of the defense or
settlement of any such Claim; and (3) the Indemnifying Party receiving the
reasonable cooperation of the indemnified party.
(b) AT&T agrees to defend or settle, at its own expense, any
Claim against Customer alleging that the Service infringes any United States
patent, trademark, copyright or trade secret. Customer agrees to defend or
settle, at its own expense, any Claim against AT&T alleging that Customer
supplied systems or applications interfacing or interconnecting to the Service
or Customer's or Users' content or transmissions using the Service infringe any
United States patent, trademark, copyright or trade secret. The defending party
under this Section 8(b) ("Defending Party") will also pay all damages and costs
(including reasonable attorneys' fees) that by final judgment may be claimed or
assessed against the other party due to such infringement. The obligations
under this Section 8(b) are contingent upon: (1) the Defending Party receiving
prompt notice of any Claim for which indemnification is sought hereunder; (2)
the Defending Party having sole control of the defense or settlement of any such
Claim; (3) the Defending Party receiving the reasonable cooperation of the other
party; and (4) the Claim does not arise from the other party's modifications,
intellectual property or from combinations of services or products provided by
the Defending Party with services or products provided by the other party or
others.
In the event of a claim of infringement, the Defending Party
will, at its option: (1) procure for the other party the right to continue
using the allegedly infringing service or product; (2) replace or modify the
allegedly infringing service or product so that it becomes noninfringing and
substantially complies with this Agreement's requirements; or (3) upon inability
to reasonably perform either of the foregoing, terminate this Agreement without
liability other than as stated in this Section 8(b). THIS SECTION 8(b) STATES
THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER FOR INTELLECTUAL PROPERTY
INFRINGEMENT.
(c) As used in this Article 8, "AT&T" and "Customer" shall be
deemed to include each party's parents, subsidiaries and affiliates, and the
directors, officers, employees, agents, representatives, suppliers and
contractors of all of them.
-9-
<PAGE>
9. FORCE MAJEURE
Neither party nor its affiliates, subsidiaries, subcontractors, parent
corporation or any of its parent's affiliates or subsidiaries shall be liable in
any way for delay, failure in performance, loss or damage due to any of the
following force majeure conditions: fire, strike, embargo, explosion, power
blackout, earthquake, flood, war, labor disputes, civil or military authority,
acts of God or the public enemy, inability to secure raw materials, acts or
omissions of other carriers or suppliers, or other causes beyond its reasonable
control, whether or not similar to the foregoing.
10. ASSIGNMENT
Neither party may assign or transfer or attempt to assign or transfer
any part or all of this Agreement, or any of its rights or obligations
hereunder, without the prior written consent of the other party, except that
AT&T may assign this Agreement to its parent, any subsidiary or any affiliate
and Customer may assign this Agreement to a third party bank that is a successor
in interest by merger or acquisition.
11. CHOICE OF LAW
The construction, interpretation and performance of this Agreement
shall be governed by the laws of the State of New Jersey without giving effect
to its choice of law rules.
12. ENTIRE AGREEMENT
The terms and conditions of this Agreement shall constitute the entire
agreement and understanding of the parties with respect to the subject matter
hereof and shall supersede all prior, written or oral agreements, proposals or
understandings. This Agreement shall not be modified, altered, changed or
amended in any respect, except by a writing signed by an authorized
representative of each party.
13. PUBLICITY/TRADEMARKS AND TRADENAMES
Neither party shall use, in any advertising, publicity or User
documentation, any of the other party's trade names, logos, trademarks, trade
devices, service marks, symbols, codes, specifications, abbreviations or
registered marks, or contractions or simulations thereof (hereinafter referred
to collectively as "Marks"), without the other party's advance approval in
writing. Neither party shall claim ownership or any other rights in the other
party's Marks. Upon termination of this Agreement, any and all rights or
privileges of either party to use the other's Marks shall expire and each party
shall discontinue the use of the other's Marks. For purposes of this
-10-
<PAGE>
Article, Marks of AT&T shall include those of the AT&T Corp., its subsidiaries
and affiliates.
14. SECTION HEADINGS
The section headings in this Agreement are inserted for convenience
only and are not intended to affect meaning or interpretation.
15. DISPUTE RESOLUTION
The parties shall follow these dispute resolution processes in
connection with all disputes, controversies or claims, whether based on
contract, tort, statute, fraud, misrepresentation or any other legal theory
(hereinafter collectively "Disputes"), except as otherwise noted, arising out of
or relating to this Agreement or the breach or alleged breach hereof, or to the
products or services covered by this Agreement;
(a) The parties will attempt to settle all Disputes through good
faith negotiations. If those attempts fail to resolve the Dispute within
forty-five (45) days of the date of initial demand for negotiation, then the
parties shall try in good faith to settle the Dispute by mediation conducted in
New Jersey or other mutually agreed location under the Commercial Mediation
Rules of the American Arbitration Association ("AAA"). Each party shall bear
its own expenses; the parties shall equally share the filing and other
administrative fees of the AAA and the expenses of the mediator. The parties
shall be represented in the mediation by representatives having final settlement
authority over the matter in dispute.
(b) Thereafter, any remaining Disputes not finally resolved at
the mediation level shall be settled by binding arbitration conducted in New
Jersey or other mutually agreed location in accordance with the then current
Commercial Arbitration Rules of the American Arbitration Association ("AAA").
Selection of one neutral arbitrator by the parties shall be from the AAA Panel
List in accordance with the appointment rules of the AAA. Each party shall bear
its own expenses; the parties shall equally share the filing and other
administrative fees of the AAA and the expenses of the arbitrator. Any award of
the arbitrator shall be in writing, shall state the reasons for the award
(including any findings of fact and conclusions of law) and shall explain the
breakout of any damages awarded. Judgment upon an award may be entered in any
Court having competent jurisdiction. The arbitrator shall not have the power to
award damages in excess of actual damages, such as punitive damages and damages
excluded under the LIMITATION OF LIABILITY Section of this Agreement. The
Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, shall govern the
interpretation and enforcement of this Section 15(b).
-11-
<PAGE>
(c) Disputes relating to either party's compliance with the
CONFIDENTIALITY and PUBLICITY Sections of this Agreement, a violation of which
would cause the Information owner or marks owner, as applicable, irreparable
harm for which damages would be inadequate, shall be exempt from the dispute
resolution processes described in this Article 15. The Information owner or
marks owner reserves the right, in connection with such disputes, at any time
and in its discretion, to seek injunctive or other judicial relief in a court of
competent jurisdiction.
AT&T and Customer, acting through their duly authorized
representatives, hereby agree to the terms set forth in this Agreement.
INTERNET ORGANIZING GROUP, INC. AT&T CORP.
By: /s/ T. Stephen Johnson By: /s/ Jeffrey Feldman
--------------------------- --------------------------------
T. Stephen Johnson Jeffrey Feldman
------------------------------ -----------------------------------
(Printed or Typed Name) (Printed or Typed Name)
Chairman V.P. Marketing - ANS
------------------------------ -----------------------------------
(Title) (Title)
8-19-96
------------------------------ -----------------------------------
(Date) (Date)
-12-
<PAGE>
ATTACHMENT A
REQUIREMENTS DOCUMENT - Version 1.0
This Requirements Document is intended to be re-evaluated and updated by the
parties at regular intervals during the Term of the Agreement to which this
Attachment is appended. Each update, when mutually agreed to by the parties in
writing, will supersede its prior version and will become an integral part of
this Agreement. Particular open issues requiring further discussion and mutual
agreement in writing before they become commitments on the part of either party
are denoted by either UNDERLINED BOLD-FACE type or CAPITALIZED TEXT (the latter
representing future proposed features and functions beyond the user-friendly
trial phase).
AT&T/AIB Confidential
Attachment A
1
<PAGE>
1. GENERAL
1.1 BACKGROUND
Atlanta Internet Bank (AIB) and AT&T desire to establish an electronic
distribution channel to deliver AlB's products and services to AlB's
end-user customers (Users). This distribution channel will be implemented
through AT&T's Personal Financial Services (PFS) offer (the "Service").
AIB has separately contracted with BiSys to manage AlB's customer accounts
processing. AT&T has separately contracted with Edify Corporation for its
Electronic Workforce and Electronic Banking System applications to access
AlB's customer accounts and to manage information presentation.
1.2 OBJECTIVES
AIB will execute an awareness campaign in connection with the Summer
Olympics. To support AIB's promotion activities, AT&T will advertise the
AIB site in its WorldNet Service and provide a hyperlink to the AIB home
page. Site visitors can learn about AIB, try an Internet banking
demonstration, and apply for an AIB bank account. AIB's goal is to
activate User accounts on the Service after the Olympics, commencing after
a preliminary trial of the Service.
To support the proposed User activation target, the parties desire to trial
the Service. The purpose of the trial is to thoroughly test the Service
solution in a real-usage environment. AIB will select approximately 50
"very close friends of the bank" as trial participants; the AT&T PFS team
will also participate in the friendly-user trial as AIB Users.
This Version 1.0 specifies the features, functionality, and requirements to
initiate a friendly-user trial starting approximately 2 weeks after the
Effective Date of the Agreement. Appendix A represents the architecture
implementation that supports the user-friendly trial as well as the
proposed addition of future enhancements to the Service.
1.3 TRIAL
The trial implementation of the Service will enable Users to open
interest-bearing checking accounts and perform basic electronic
transactions such as account history, internal transfers, and bill payment.
AT&T/AIB Confidential
Attachment A
2
<PAGE>
2. DELIVERABLES
2.1 AT&T
- Delivery of overall Service solution across all AT&T suppliers
- All voice and data network services for Users and connections to AlB's
bank systems. AIB or Users will pay for associated tariff charges, as
applicable. (Tariff services are not provided under this Agreement,
but are solely governed by the terms, conditions and charges in
applicable filed tariffs.)
- Coordination with and connections to CheckFree customer care (via
ROLA)
- Facilities and operations management of Edify hardware and software
- Project management across all AT&T suppliers
- Trouble tracking and issues resolution for the Service
- Database definition with Edify
- Web site hosting services
- Security maintenance and management
- Redundant systems, including servers with RAID drives, modems, various
hardware and communications facilities; support by 7X24 system
administration.
2.2 EDIFY (AT&T SUPPLIER)
- Professional programming services
- Electronic Workforce
- Electronic Banking System ("EBS")
- BiSys interface
- CheckFree interface
- Database
- Phase 2 CheckFree certification
- Definition of BiSys information, screens, and communications
- Edify server development and installation to AT&T architecture
2.3 BISYS (AIB SUPPLIER)
- Bank core processing system service bureau (7 x 24)
- Management and coordination with Edify applications
- Supporting on-line access by AIB personnel
- Maintain secure connection into BiSys system
- Recovery coordination of transaction processing interruptions
AT&T/AIB Confidential
Attachment A
3
<PAGE>
2.4 CHECKFREE (AT&T SUPPLIER)
- Electronic bill payment processing services
- Customer care support to AT&T PFS Customer Care and AIB Customer Care
- Phase 1: Certification testing of Edify's CheckFree application
- Phase 2: Certification testing of Edify's CheckFree application
2.5 AIB
- Development and management of Web site (Folio Z)
- Apply for Verisign Digital ID for SSL registration
- Back-office operations and customer care
- Develop welcome kit for trial and live user implementation
2.6 JOINT (AT&T AND AIB)
- Development of project workplan
- Test plan: unit, integration, system, post implementation, customer
care
- Integration testing
- Security design and implementation
- User scaling plan
- Disaster recovery plan.
AT&T/AIB Confidential
Attachment A
4
<PAGE>
3. PROJECT MILESTONES
AT&T and AIB will mutually agree to a Project Plan, with applicable
milestones and delivery dates, which will be amended from time to time by
the parties, as necessary.
AT&T/AIB Confidential
Attachment A
5
<PAGE>
4. DEVICE SUPPORT
4.1 TRIAL AND LIVE USER IMPLEMENTATION
- Unless otherwise noted, all features and functionality specified in
this document are supported through an Internet browser (Netscape
Navigator-TM- browser"). The exact operation of the user interface
for banking transactions, bill payment, and other EBS features are not
specified in this Attachment. [NOTE: Netscape Navigator is a
trademark of Netscape Communications].
4.2 POST INTRODUCTION
- The banking transaction, bill payment and other features specified in
this document will be implemented as agreed to in the Project Plan.
AT&T/AIB Confidential
Attachment A
6
<PAGE>
5. BISYS HOST CONNECTIVITY
The AT&T PFS Gateway (via the Edify Electronic Workforce) will access BiSys'
processing service bureau to enable the banking transactions as specified below.
The user-interface design of Edify's Electronic Banking System ("EBS") and the
information presented to the User is based on the account information available
via BiSys. Under the AIB - BiSys contract, BiSys provides AIB with the
necessary hardware and software to enable AIB Customer Care representatives to
access User account information.
5.1 ACCOUNT TYPES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Account Type
Date Checking: Regular, MMDA CD: Regular, IRA
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Minimum Maximum Minimum Maximum
--------------------------------------------------------------------------------
Friendly-
UserTrial 1 TBS TBD TBD
+
--------------------------------------------------------------------------------
Live
User* 0 per BiSys 0 per BiSys
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
+ Each User must have at least two AIB accounts to test Internal Unscheduled
Transfer, and the account mix across Users must sufficiently test the
operation of each account type.
* It is assumed that the User has at least one Checking or CD Account with
AIB.
5.2 ACCOUNT HISTORY (EDIFY = ACCOUNT STATEMENT)
Currently, BiSys does not provide a transaction that returns the exact
information that would be presented to the User on their typical monthly,
paper statement. BiSys provides AIB account history information for up to
the previous 90 days. To view this information, the User can select several
presentation options including frequency, sort, and filter criteria.
- For the specified Checking or CD account the following information is
displayed:
- Available Balance
- Based on the frequency, sod criteria, and filter criteria the
User selects, display the account information in the following
table format:
-----------------------------------------
-----------------------------------------
Date Check # Transaction Amount
Description
-----------------------------------------
-----------------------------------------
AT&T/AIB Confidential
Attachment A
7
<PAGE>
5.2.1 Frequency (Edify = Statement Type)
- The User can view account history information from a specified date
range (default = last 30 days).
- The User can view a "Quick Summary" of the last 10 account
transactions.
5.2.2 Sort Criteria (Edify = Sort)
- The User can select from the following sort criteria:
- Date
- Amount
- Check #
- Transaction Type
5.2.3 Filter Criteria (Edify = Search)
- The User can select from the following filter criteria:
- Check # (returns exactly one response)
- Amount (may return more than one response)
-
5.3 AUTOMATIC STATEMENT
- FOR EACH ACCOUNT, EBS WILL AUTOMATICALLY DELIVER THE MONTHLY STATEMENT
TO THE USER. THE EXACT OPERATION WILL BE DETERMINED BY AIB, AT&T,
EDIFY, AND BISYS.
5.4 INTERNAL TRANSFERS
An internal transfer is performed between AIB Checking and MMDA Accounts
held by the User.
5.4.1 Unscheduled Variable Transfer (Edify = Immediate Transfer)
- The User can transfer funds between each Checking and each MMDA
Account. The transfer is processed using standard BiSys
operations.
AT&T/AIB Confidential
Attachment A
8
<PAGE>
5.4.2 Scheduled Valuable Transfer (Edify = Future Transfer)
- THE USER CAN ESTABLISH AN AUTOMATIC TRANSFER TO OCCUR ON A DATE
SPECIFIED BY THE USER. THE TRANSFER IS PROCESSED USING STANDARD
BISYS OPERATIONS.
- OPERATING PARAMETERS FOR SETTING DATE TO BE DEFINED.
5.4.3 Recurring Transfer
- THE USER CAN ESTABLISH AN AUTOMATIC TRANSFER BASED ON A FREQUENCY
DETERMINED BY THE USER. THE TRANSFER IS PROCESSED USING STANDARD
BISYS OPERATIONS.
- OPERATING PARAMETERS FOR SETTING FREQUENCY TO BE DEFINED.
5.5 EXTERNAL TRANSFERS
AN EXTERNAL TRANSFER IS PERFORMED BETWEEN AIB CHECKING OR MMDA ACCOUNTS AND
A PRE-DESIGNATED ACCOUNT AT ANOTHER FINANCIAL INSTITUTION.
5.5.1 UNSCHEDULED VARIABLE TRANSFER
- THE USER CAN TRANSFER FUNDS FROM EACH CHECKING OR MMDA ACCOUNT.
THE TRANSFER IS PROCESSED USING STANDARD BISYS OPERATIONS.
5.5.2 SCHEDULED VARIABLE TRANSFER
- THE USER CAN ESTABLISH AN AUTOMATIC TRANSFER TO OCCUR ON A DATE
SPECIFIED BY THE USER. THE TRANSFER IS PROCESSED USING STANDARD
BISYS OPERATIONS.
- OPERATING PARAMETERS FOR SETTING DATE TO BE DEFINED.
5.5.3 RECURRING TRANSFER
- THE USER CAN ESTABLISH AN AUTOMATIC TRANSFER BASED ON A FREQUENCY
DETERMINED BY THE USER. THE TRANSFER IS PROCESSED USING STANDARD
BISYS OPERATIONS.
- OPERATING PARAMETERS FOR SETTING FREQUENCY TO BE DEFINED.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
9
<PAGE>
5.6 USER PROFILE
- EBS allows the User to change the following information:
- Address 1
- Address 2
- City, State, Zip Code
- Home Phone Number
- Work Phone Number
- BISYS WILL CONFIRM ITS SUPPORT FOR MIRRORING USER PROFILE INFORMATION.
- WHEN A USER CHANGES ANY OF THE ABOVE INFORMATION, EBS AUTOMATICALLY
SENDS THE UNDATED INFORMATION TO CHECKFREE, PER STANDARD CHECKFREE
PROTOCOL.
- WHEN A USER CHANGES ANY OF THE ABOVE INFORMATION, EBS AUTOMATICALLY
SENDS A BANK MAIL MESSAGE CONTAINING THE UNDATED INFORMATION TO THE
AIB AND THE AT&T ADMINISTRATION MAILBOXES.
- FAX NUMBER AND EMAIL ARE DESIRABLE FIELDS.
5.7 Account Profile (Edify = Balance Inquiry)
- For each Checking and CD account, the following information is
displayed in table format. In cases where a particular field is not
applicable (e.g. Maturity Date for a Checking account), display an
empty field.
-
----------------------------------------------------------
----------------------------------------------------------
Account Available YTD Maturity
Description Account # Balance Interest Date
----------------------------------------------------------
----------------------------------------------------------
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
10
<PAGE>
6. BILL PAYMENT
AT&T has contracted with CheckFree Corporation as the bill-payment services
supplier for the Service. AT&T will, at its expense, integrate access to
CheckFree's service through the AT&T Gateway and Edify Electronic
Workforce. Bill payment will be available to friendly-user trial
participants so that each trial participant can initiate bill payments
during at least one statement cycle before live user activation. NOTE: To
allow two statement cycles during the trial, BiSys will set the statement
cycle at two weeks versus the standard one month.
6.1 USER REGISTRATION
- AT&T Customer Care will enter the User's CheckFree account number into
EBS via the Reports administration area.
- If no CheckFree account number has been entered for a given User, EBS
does not display or provide access to any of the bill payment or
maintenance options.
6.2 PAYEE MAINTENANCE
Add Payee
Delete Payee
Edit Payee
6.3 PAYMENT
- Upon account sign-up, the User must specify the single account
(Checking or MMDA) that all electronic bill payments will be debited
against.
- The EBS-CheckFree module automatically schedules payments to account
for long weekends and holidays.
6.3.1 Variable Payments
- For each Checking and MMDA Account, the User can initiate a variable
payment electronic bill payment.
- The payment date is automatically scheduled for four business days
into the future.
- To account for long weekends and holidays, EBS automatically presents
the next soonest appropriate date for which a bill payment can be
scheduled.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
11
<PAGE>
6.3.2 Recurring Payments
- For each Checking and MMDA Account, the User can initiate a recurring
payment electronic bill payment with the following parameters:
- Next scheduled payment date
- Amount
- Frequency
- Number of payments
6.3.3 Payment Maintenance
- THE USER WILL BE ABLE TO SWITCH AN ELECTRONIC BILL PAYMENT FROM
VARIABLE TO RECURRING, AND VICE VERSA.
6.3.4 Installment Payment
- FOR EACH CHECKING AND MMDA ACCOUNT, THE USER CAN SCHEDULE AN
ELECTRONIC BILL PAYMENT WITH THE FOLLOWING PARAMETERS:
- TERM OF LOAN
- RECURRING PAYMENT
- PAYMENT FREQUENCY
- LAST PAYMENT
6.4 PAYMENT MAINTENANCE
- EVERY HOUR, ON THE HOUR, EBS BATCHES ALL PENDING PAYMENTS TO CHECKFREE
VIA THE STANDARD ANALOG DIAL-UP CONNECTION TO THE COMPUSERVE NETWORK.
6.4.1 Review Pending Payments
- The User can view a list of each electronic bill payment that is
within the four-day payment window that has not been processed by
CheckFree or that has not yet been sent to CheckFree. This list also
includes all pending recurring payments.
6.4.2 Modify Pending Payment
- For each pending electronic bill payment, the User can change the
date, payee, or amount. The User can also delete the scheduled
payment. EBS will determine to simply delete the payment (e.g. not
sent to CheckFree yet) or to issue a Stop Payment request to
CheckFree.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
12
<PAGE>
6.4.3 Stop Payment: Bill Payment
- When the User issues a delete payment (see 0), if the current date is
at least four days (lead time) before the scheduled payment date, EBS
issues a STOP PAYMENT request to CheckFree per standard CheckFree
protocol.
- If the current date is past the four days (lead time) before the
scheduled payment date, AT&T Customer Care will attempt to stop the
payment via CheckFree's ROLA System. Otherwise, AT&T Customer Care
will contact CheckFree to initiate a stop payment. CheckFree levies a
surcharge to perform this service.
7. SERVICE REQUESTS VIA ELECTRONIC MESSAGE
Users cannot access certain services (described below in this Section 0)
electronically through BiSys, CheckFree, or via another service provider.
Therefore, AIB Customer Care must directly handle these User requests. The
User at its option may call AIB Customer Care for these services.
Additionally, Users can send a message to AIB Customer Care to initiate a
service request. This requires AIB to develop a process for managing
incoming messages and responding to the User in a timely fashion.
7.1 EBS BANK MAIL PROCESS
- All User requests will be via Bank Mail, for Unformatted and Context
Sensitive Messages. Each request is stored in a database with a status
of NEW. To process the requests, AIB Customer Care accesses the
database at intervals determined by AIB. At this point, it is expected
that AIB Customer Care will reply to the User, acknowledging that the
User's request has been received, and AIB Customer Care will enter the
request per standard procedures AIB follows for similar requests
received via phone or post mail. EBS then automatically deletes the
message from the database.
- AIB Customer Care must have Internet service to access EBS and the
Bank Mail subsystem. At the friendly-user trial phase, AT&T WorldNet
Service is the only Internet access that AT&T can technically support.
IS THERE ONE ID AND PASSWORD FOR AIB CUSTOMER CARE?
NOTE: Until secured Internet-based e-mail is viable.
7.2 UNFORMATTED MESSAGE
- The User can send a free-form message to AIB Customer Care. The User
must enter the subject and request.
- For AIB auditing purposes, all messages must be time and date stamped.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
13
<PAGE>
7.3 CONTEXT SENSITIVE MESSAGE
- THE USER CAN SEND A PREFORMATTED MESSAGE TO AIB CUSTOMER CARE: THE
SUBJECT AND REQUEST WILL BE AUTOMATICALLY ENTERED BASED ON THE
HYPERLINK SELECTED BY THE CUSTOMER.
- THE USER MAY ADD COMMENTS TO THE BODY OF THE E-MAIL.
- For AIB auditing purposes, all messages must be time and date stamped.
7.3.1 Service Requests
- EBS supports the following context sensitive service requests:
7.3.1.1 Stop Payment: Check
7.3.1.2 Check Reorder
7.3.1.3 Set-Up Direct Deposit
7.4. GENERAL MESSAGING
- Any visitor to the AIB Web site can send e-mail to AIB over the Global
Internet. This should be limited to general information queries and
suggestions to enhance the site; Users should not include any account
specific information.
- DOES FRONTPAGE SUPPORT A FORM THAT COLLECTS FREEFORM INPUT FROM THE
USER AND GENERATES AN E-MAIL ADDRESSED TO AIB CUSTOMER CARE? THIS
PROVIDES CONSISTENT MESSAGING SUPPORT IN CASES WHERE THE SITE VISITOR
DOES NOT HAVE INTERNET E-MAIL THROUGH THEIR SERVICE PROVIDER.
- WHAT SOFTWARE DO WE REQUIRE FOR AIB CUSTOMER CARE, GIVEN THAT EW3
SENDS E-MAIL VIA EASYLINK? CAN WE COORDINATE THIS E-MAIL WITH EBS
BANK MAIL? HOW TO RESPOND AND TRACK MESSAGES ACROSS THE DIFFERENT
PLATFORMS?
- THIS REQUIRES AIB TO DEVELOP A PROCESS FOR MANAGING INCOMING MESSAGES
AND RESPONDING IN A TIMELY FASHION.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
14
<PAGE>
8. CONSUMER INTERNET ACCESS
AT&T will provide AT&T s WorldNet Service (under a WorldNet contract
between AT&T and each individual User), which includes Internet and World
Wide Web access and use of the Netscape Navigator 2.0 browser. AT&T offers
a variety of options to customize the Netscape Navigator browser, including
branding, pre-configured buttons, and pre-loaded bookmarks.
8.1 USER REQUIREMENTS
During the initial 2 months of the friendly-user trial, AIB will require
its Users to subscribe to AT&T WorldNet Service, insofar as that is the
only Internet access that AT&T can technically support at this time and the
parties desire to obtain meaningful trial feedback. Following the initial 2
months, AIB may allow its Users to utilize Internet access other than AT&T
WorldNet, provided that AIB clearly informs such Users: (i) that AT&T does
not provide support for onboarding, or technical support for the browser or
Internet access, and (ii) where and how, other than through AT&T, such
Users can obtain onboarding and technical support for the browser and
Internet access.
8.2 BROWSER CUSTOMIZATION
- AT&T will customize the browser with the following features:
- NETSCAPE NAVIGATOR AUTOMATICALLY CONNECTS TO THE AIB HOME PAGE
- Pre-loaded bookmarks to AIB-targeted Web sites, e.g.
- Olympics
- Atlanta Braves
- Coca-Cola
NOTE: During the friendly-user trial, AT&T Customer Care will assist
Users in manually establishing these bookmarks in Netscape Navigator.
To simplify the onboarding process, AT&T will explore a procedure for
Pre-configuring the Netscape Navigator software before fulfillment to
the User.
- CUSTOMER CARE AND HELP INTEGRATION SCREENS AND TEXTUAL CONTENT
9. INTERNET BANKING
The EBS platform will provide the Internet banking templates and
transaction functionality available through the Edify Electronic Workforce,
which interfaces to the BiSys processing center.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
15
<PAGE>
--------------------------------------------------------------------------------
USER SCENARIO
The User enters the AIB web site through AT&T WorldNet Service. When the User
selects the appropriate hyperlink (e.g. "Banking Transactions" or "Pay Bills"),
a secure session to the EBS server will be initiated. The User must
authenticate by entering a USER_ID and PASSWORD, which is verified against the
BISYS FILE. If the User passes authentication, they are allowed access to the
EBS application and their accounts.
--------------------------------------------------------------------------------
- AT&T will manage installation and operations of the EBS and Electronic
Workforce software and hardware. AT&T will link the AIB WWW Site to the
Edify EBS server.
- Through the Service, Edify will provide professional services for the
programming of Edify's systems.
- The Service will provide AIB Users the banking transaction features as
specified in Section 0 via Edify's EBS interface. By identifying the
browser and HTML support, EBS will present either the frames or non-frames
interface.
- Edify will customize EBS per defined customizable areas provided to AIB
(e.g. logo and button names).
- AIB WOULD LIKE TO EXPLORE THE POSSIBILITY OF INCORPORATING THE PFS WEB
TEMPLATES.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
16
<PAGE>
10. WORLD WIDE WEB SITE HOSTING
The AIB web site represents AlB's Interface with the User and therefore
must be easily accessible, reliable, and attractive.
10.1 FEATURES
The web site supports three main User relationship-building activities -
marketing, bank account application, and web banking demonstration. To
deliver the web site, the following responsibilities are defined:
- AIB is responsible for developing and maintaining the web site through
the Microsoft FrontPage tool and AT&T WorldNet Service Internet
access, both of which are features provided by the Service.
- AT&T will train MB-designated personnel (FolioZ) on the FrontPage
application and the related procedures for staging AlB's web site and
moving that web site to the production environment.
10.1.1 Marketing, Products and Services
This represents the general content of the web site. Visitors
can learn about AIB and its products and features.
10.1.2 Bank Account Application Request
Visitors to the site may wish to apply for an account with AIB.
THE EXACT PROCESS IS TBO BY AIB, AT&T, AND EDIFY. AIB WILL
DEVELOP A PROCESS FLOW PROPOSAL.
10.1.3 Web Banking Demonstration
To show site visitors how easy web banking is, AIB will provide a
demonstration of the basic banking and bill payment transactions.
The demonstration replicates the functionality of the EBS
frames-based and non-frames-based interfaces available to AIB
Users.
- AIB select a subset of the EBS functions to include in the
demonstration. All entry fields are pre-populated and cannot be
changed by the User.
- Edify will provide the HTML content to FolioZ for hosting on EW3
(rather than an EBS Server) to support the expected large number
of site hits.
- AIB will provide marketing text to display in the advertising
frame (upper right).
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
17
<PAGE>
10.2 IMPLEMENTATION
- Refer to the Project Plan regarding the implementation and testing of
the AIB web site. For the purposes of the trial start, the AIB web
site may consist of one simple page with a hyperlink to the banking
and bill payment transaction services (on the EBS server).
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
18
<PAGE>
11. ADDITIONAL FEATURES
11.1 Loan Calculator
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
19
<PAGE>
12. SECURITY
AIB, AT&T, EDIFY, BISYS, AND CHECKFREE MUST REACH A COMMON UNDERSTANDING OF
SECURITY REQUIREMENTS AND THE STEPS NECESSARY TO MAXIMIZE THE SECURITY OF
THE SERVICE AND BANK SYSTEMS.
- All Edify servers hosted by AT&T will be operated from a secure
facility
- Each entry to the transaction server will be authenticated as an AIB
User that is registered for the Internet banking service.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
20
<PAGE>
13. CUSTOMER CARE
AT&T will, at AIB's expense and at tariffed charges, provide an 800 number
and the Call Prompter advanced network feature to allow the User to select
technical customer care or AIB sales and service customer care.
13.1 AT&T Customer Care
13.1.1 Onboarding Activities
- Manage distribution of User Welcome kits - including welcome letter,
WorldNet Service disks, set-up and user documentation
- Pre-register each User for the following services:
- AT&T WorldNet Service
- AIB Internet Banking
CheckFree Bill Payment
- Onboarding functions described in Exhibit A to this Attachment A
13.1.2 Post-Onboarding User Support
- Provide Tier I and Tier II customer technical support for:
AT&T WorldNet Service
AIB web-banking and bill-payment applications
AIB web marketing site, including the AIB Demo
- Manage User issues and resolution across all AT&T suppliers (AT&T,
Edify, CheckFree)
13.2 AIB CUSTOMER CARE
- Create welcome letter and related user documentation for User Welcome
Kit, and arrange for review and approval by AT&T
- Provide sales and service for banking products and account issue
resolution
- Provide all non-WorldNet onboarding and Tier 1 support
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
21
<PAGE>
13.3 USER REGISTRATION PROCESS
- AT&T and AIB Customer Care will jointly develop the process whereby
AIB notifies AT&T to register a new account. When completed, this
process will be included as an Appendix to this Attachment. That
process will include:
- notification method, e.g. e-mail, fax, ...
- User information
- verification to AIB
- registration notice to User
13.4 USER INITIALIZATION PROCESS
- TBD BY AIB AND AT&T.
- WHAT IS THE PROCESS FOR DETERMINING AND DELIVERING THE DEFAULT
PASSWORD TO THE USER?
- WHAT IS THE PROCESS FOR THE USER TO CHANGE THE DEFAULT PASSWORD
ASSIGNED BY AIB?
13.5 MINIMUM USER CONFIGURATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trial (Preferred) General Availability
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Computer IBM or 100% Compatible IBM or 100% Compatible
--------------------------------------------------------------------------------
Processor 486 DX2 50 386 SX
--------------------------------------------------------------------------------
Operating System Windows 3.1 Windows 3.1
Windows for Workgroups 3.11 Windows for Workgroups
Windows 95 3.11
Windows 95
--------------------------------------------------------------------------------
RAM 8 MB RAM 8 MB RAM
--------------------------------------------------------------------------------
Modem 14.4 Kbps 14.4 kbps
--------------------------------------------------------------------------------
Free disk space
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
- To cover the widest number of User configurations, trial participants
should include the preferred trial configuration and the AT&T WorldNet
Service standard configuration.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
22
<PAGE>
14. LIVE USER IMPLEMENTATION
To execute a smooth User scale-up, especially with respect to customer care
and overall system performance, it is important to phase the live User
ramp-up. This will allow AT&T to manage system scalabiiity and system
performance testing. AIB makes the following projections (which are
non-binding)
---------------------------
---------------------------
Total Users*
---------------------------
---------------------------
MONTH 1 1667
---------------------------
MONTH 2 3334
---------------------------
MONTH 3 5000
---------------------------
---------------------------
---------------------------
NOTE: Total Users means the cumulative number of Users in that month.
During the initial 18 month Term of the Agreement, AIB will not exceed
5,000 add-on live Users per month.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
23
<PAGE>
15. DATABASE (TBD BY AIB, AT&T, AND EDIFY)
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
24
<PAGE>
16. INTEGRATED USER BILLING
At this time, AT&T is not providing (branded) billing services on behalf of
AIB to AIB Users. AIB will be required to bill its Users for the Service.
AT&T will bill AIB's Users directly only for AT&T WorldNet Services under
the AT&T WorldNet contract between AT&T and each individual User.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
25
<PAGE>
17. REPORTS ADMINISTRATION
- AT&T Customer Care and AIB Customer Care can access all available
standard EBS reports.
- Each day, Edify will write the following information to a tab
delimited ASCII file. AT&T Customer Care can retrieve this file via
FTP from the EBS Reports administration area.
- ??? TO BE DETERMINED BY AT&T AND EDIFY ???
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
26
<PAGE>
EXHIBIT A TO ATTACHMENT A
AT&T ONBOARDING ACTIVITIES
INITIAL PRE-ONBOARDING PROCESS
1.0 Site Preparation and Staff Readiness
- Establish Onboarding Operations center
- Design and implement support systems
- Staff, train and equip Operations center
- Ensure professional competency levels across all probable PC,
software, telephone platforms
- Replicate common E/U environments
- Establish operation linkages with all pertinent suppliers to
facilitate pre-onboarding system readiness, registration, billing and
security, e.g.: WorldNet, Edify (EBS) and CheckFree and Billing
Platform
- Establish Performance DMOQs and management information requirements
and reports
2.0 Identification & Initial Solicitation for Qualification/Eligibility:
- Establish E/U final technical requirements/criteria released
- Gather E/U technical requirements for WorldNet and EBS registration
- Create data base to establish E/U profiles
- Initial qualification/selection process - E/U candidate targets
identified by PPS Team and Bank Project Manager.
- Create Solicitation Package
Package includes: announcement, information, technical requirements,
application form.
- Develop, design and implement solicitation process.
- Mail solicitation package, announcement, technical requirements and
application form.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
27
<PAGE>
- Verify E/U receipt verification, AT&T, via phone, confirms receipt of
solicitation package answers questions.
- Obtain E/U completed solicitation information package and forwards
electronically to Life cycle support.
- Capture all positive responses
- Capture negative responses
- Populate E/U candidate profile data base with all information
- Forward electronically a list of nonrespondents to Bank to advise and
begins follow-up call to determine cause of nonparticipation.
- Input or electronically feed positive responses and nonparticipation
data into the E/U profile.
- Final E/U qualification and selection process by AT&T & Bank Project
Manager.
- Potential candidates identified sent to profile manager and Life Cycle
support electronically
- Creates final E/U Target Master List and forwards electronically to
Bank
3.0 PreOnboarding Process (Fulfillment, Registration, Onboarding Support)
- E/U completes requested information and returns electronically or
mails to profile manager
- Review information for completion and forwards to the appropriate
suppliers, archives copies and updates E/U master file.
- Confirm supplier receipt and readiness for E/U prior to scheduled
onboarding appointment with the EIU.
- Electronically transmits master file to profile manager at the Bank
- Send two files:
- "Good to Go" File
- Incomplete E/U file requiring follow-up
- Profile manager manages both files.
- Contact "Good to Go" E/U on scheduled onboarding date.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
28
<PAGE>
- Incorporate frequently asked questions to support onboarding
experience
- Review overall onboarding experience
- Confirm E/U read instructions
- Determine if self install attempted and status
ONBOARDING PROCESS
4.0 Onboarding Process
PC Onboarding:
- Guide software loading and testing
- Conduct Demo/Tutorial Review
- Guide navigating to WorldNet and EbS site
- Explain and review feature review (only for first 3,000 Users)*
- Conduct pre-disconnect competence test (only for first 3,000 Users)*
- Answer questions
- Conduct pre-disconnect competence test (only for first 3,000 Users)*
- If good, captures experience, pertinent customer comments,
onboarding time (expense). *
- Completes/updates master file*
5.0 Customer Assurance Call (only for first 3,000 Users)*
- Conducts a two week post onboarding assurance call*
- Verify use, no difficulty*
- If no/limited use - gather reason why*
- Update master profile*
Onboarding process completed
NOTE: THESE ACTIVITIES WILL BECOME THE RESPONSIBILITY OF CUSTOMER FOLLOWING
ONBOARDING BY AT&T OF THE first 3,000 Users commencing with the user-friendly
trial.
AT&T/AIB CONFIDENTIAL
ATTACHMENT A
29
<PAGE>
ATTACHMENT B -- SERVICE CHARGES
AT&T will bill Customer the charges specified below, which are exclusive of
any applicable taxes. Customer's payment of all charges, including applicable
taxes, shall be due within 30 days of the invoice date. Customer shall pay all
local, state and Federal taxes, however designated (excluding taxes on AT&T's
net income), imposed on or based upon the provision or use of the Service.
The charges below are subject to change in the event that the parties
mutually agree to change the deliverables or responsibilities of the parties
specified in Attachment A.
1. Implementation Fee $__________
* NOTE: This one-time charge will be invoiced to Customer as follows:
$_______ at the Effective Date of this Agreement, and $_______ upon commencement
of the live user implementation defined in Attachment A.
2. MONTHLY USER FEES $__________
**NOTE: These charges are for Users that register with Customer to use the
Service, pursuant to a separate contract between Customer and User, during the
live user implementation phase identified in Attachment A. Customer will be
invoiced on a monthly basis for fees incurred during the preceding month. There
are no monthly fees for Users that participate during the user-friendly trial
that precedes Live User Activation.
3. CUSTOMER SUPPORT
$__________ per User*** for the initial 3,000 Users, commencing with the
friendly-user trial described in Attachment a.
$__________ per User*** following the initial 3,000 Users.
*** NOTE: These fees cover AT&T onboarding activities described in
Attachment A, Section 13.1.1.
**** NOTE: These fees cover AT&T onboarding activities described in
Attachment A, Section 13.1.1, except for those services which are designated as
Customer obligations following the initial 3,000 Users.
<PAGE>
INTERNET ORGANIZING GROUP
7000 PEACHTREE DUNWOODY ROAD
BUILDING 10, SUITE 310
ATLANTA, GEORGIA 30328
August 16, 1996
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Re: Trial Agreement dated the date hereof
Ladies and Gentlemen:
AT&T Corp. ("AT&T") and Internet Organizing Group, Inc. ("Internet") have
executed contemporaneously herewith a certain Trial Agreement containing certain
terms and conditions relating to the provision of Internet Banking Services.
Internet is a business corporation organized under the laws of the state of
Georgia. As you are aware, it is presently managing the Internet banking
operations of the "Atlanta Internet Bank," which at the present time is a
product offered by Carolina First Bank, Greenville, South Carolina ("CFB").
Internet has also executed a definitive agreement to acquire Premier Bank,
a federal savings bank. Upon completion of that acquisition, which is scheduled
to occur during the fourth quarter of 1996, CFB will assign the Atlanta Internet
Bank operation to Premier Bank, which will then change its name to Atlanta
Internet Bank.
Internet intends to provide the services provided by the Trial Agreement
only in connection with the operation of the Atlanta Internet Bank as a banking
product presently being offered by CFB, and then subsequently directly through
Premier Bank following the acquisition of that entity.
<PAGE>
AT&T Corp.
August 16, 1996
Page 2
------
Notwithstanding the provisions of the Trial Agreement, AT&T acknowledges
the foregoing arrangements and agrees to the provision of Internet banking
services as provided herein by Internet.
With respect to the warranties contained in Section 6(c)(i) of the Trial
Agreement, Internet represents and warrants that such statements are correct
with respect to CFB as of the date of execution hereof except that CFB is a
South Carolina corporation. Internet further represents and warrants that such
statements will be correct upon CFB's transfer of the Atlanta Internet Bank
operation to Internet upon Internet's acquisition of Premier Bank, except that
Premier Bank is a federal savings bank. Notwithstanding the foregoing, both
parties hereto acknowledge that although Internet is making such representations
and warranties about CFB, neither CFB nor any of its affiliates is a party to
the Trial Agreement, and accordingly, can have no liability thereunder. The
parties acknowledge that Internet has no authority to bind CFB.
The parties agree that all notices under the Agreement shall be in writing
and deemed to have been made and received when personally served, or when mailed
by first class mail, postage prepaid and addressed to the other party at the
address set forth on the first page of the Agreement. The parties may change
their addresses for purposes of this notice provision by written advance notice
to the other party at any time.
Very truly yours,
INTERNET ORGANIZING GROUP, INC.
By: /s/ Belinda Morgan
--------------------------
AGREED TO as of the date and year first above written.
AT&T CORP.
By:
-----------------------------------------