Order For Services - NCR Corp. and NetBank Inc.
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NCR
ORDER FOR SERVICES NCR Corporation
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Customer Name
NET.B@NK
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Street Address
950 NORTH POINT PARKWAY, SUITE 350
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City, State and Zip Code
ALPHARETTA, GA 30005
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Customer Number Initial Term Contract Order Number
60 Months
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YOU AGREE TO PURCHASE OR LICENSE AND NCR CUSTOMER INFORMATION SERVICES (CIS),
ON ACCEPTANCE, AGREES TO FURNISH THE APPLICATIONS LISTED BELOW FOR THE TERM
INDICATED AND THE PRICES SPECIFIED ON THIS ORDER.
TERM - The term for each processing application will commence upon the first
processing of such application by NCR for you and will continue for the
period specified. The term for any periodic Software license granted will
commence upon delivery of the Software to you and will continue for the
period specified. Estimated processing start dates and delivery dates are
subject to change. Thereafter, the term for each such processing application
and each Software license will renew automatically for successive one-year
terms unless written notice of termination for each processing application
and Software license is given. Notice of termination must be given not less
than one hundred eighty (180) days prior to the scheduled end date of the
initial term or renewal term when the termination will become effective.
CHARGES -- Customer shall pay for Processing Services and Software in
accordance with the rates and terms specified in this Order.
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NCR Electronic Banking Service 5614
("EBS")
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Ordered NCR Product and Services are subject to the Addendum, dated September
17, 1998, between You and NCR.
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Executed by You NCR Customer Information Services
(Type or Print Name and Title)
Don Shapleigh, President
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Authorized Signature Date Authorized Signature Date
/s/ Don Shapleigh 9/17/98 [Signature illegible] 12/16/98
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ORDER FOR SERVICES NCR CORPORATION
Page 4
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Service Offering
NCR will host & operate your front-end Internet Banking and Bill Payment
application (also known as the EDIFY Electronic Banking System) as more fully
set forth in Attachment A hereto which is incorporated herein by this
reference.
NCR's responsibility is solely for the management of the server located at
NCR's Processing Center and maintenance of that server, including the Edify
application. Fees for third party services (i.e. Bisys, Checkfree,
communications lines) are your responsibility unless otherwise agreed in the
Contract.
You and NCR agree to communicate to their respective employees &
subcontractors the relationship between the parties and the commitments
herein for the purpose of promoting a successful relationship and the
provision of high quality service to your end-users. You and NCR agree that
it will train its respective personnel on the operation and support of the
system to maximize availability and promote a positive working relationship.
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Hours of On-line Operations
Standards hours of on-line system availability for NCR's Electronic
Banking Service are 24 hours a day, 7 days a week, excluding scheduled
maintenance downtime.
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Reports
You will be able to obtain WEB activity reports through the standard Bank
Administration feature of the EDIFY EBS application.
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Supplemental Terms Applicable to NCR Electronic Banking Systems
NCR and its third party suppliers have used commercially reasonable efforts
to mitigate the risk of any unauthorized access to the NCR Electronic Banking
Service and your data residing on NCR's servers. NCR's liability to you for
any unauthorized access caused solely by NCR's intentional and willful acts
is limited to your actual direct damages not to exceed the value of your 4
most recent monthly payments as of the date the unauthorized access occurred.
You agree to comply with United States laws with regard to transmission of
technical data which is exported from the United States. You agree not to use
this service (a) for illegal purposes, or (b) to interfere with or disrupt
other network users, network services, or network equipment.
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NCR's Liability
Notwithstanding Section 9.3 of the Addendum, in the event NCR does not
provide Services as defined herein due solely to nonperformance by NCR and
not by any third party, NCR agrees to provide a credit to you, on a
subsequent invoice, equal to the amount of your direct, actual damages
incurred solely due to NCR's nonperformance, not to exceed 5% of the Customer
Fees paid to NCR in the month the direct, actual damages were incurred. This
is your sole and exclusive remedy for direct, actual damages incurred due to
NCR's nonperformance.
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<PAGE>
ORDER FOR SERVICES NCR CORPORATION
Pagd 5
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Support
Your trained personnel will accept all initial calls from your end-users and
your personnel, and will handle all user-solvable items, and all calls for
assistance with browser's, access to the internet, and other items you
provide to your personnel and end-users. Your EDIFY EBS-trained
administrator(s) is responsible for contacting NCR in the event the problem
cannot be corrected without NCR's and/or EDIFY's involvement.
NCR will provide telephone support to your EBS-trained administrator(s) on a
7 x 24 basis to address emergency production-related support requests, and
will be available 8:00 a.m. to 5:00 p.m., local time, Monday through Friday,
excluding Holidays, to assist all other support requests regarding EBS.
NCR's responsibility is solely for the management of the server located at
NCR's Processing Center and maintenance of that server, including the Edify
application. Fees for third party services (i.e. Bisys, Checkfree,
communications lines) are your responsibility unless otherwise agreed in the
Contract. In the event a problem arises which cannot be isolated solely to
the server and/or Edify application at NCR's Processing Center, NCR will
escalate the incident to you at AIB's support telephone number (________ )
for resolution. Escalation procedures for service issues which arise at
either NCR or Net.B@nk including Bisys) are attached as Exhibit B.
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Deconversion Services
Upon termination of this Order for any reason, NCR will provide you
deconversion services if you place an Order for deconversion services
sufficiently in advance of the required delivery date of such services to
allow NCR to allocate appropriate resources. Ninety days will be sufficient
notice at all times. As part of the deconversion process, and subject to
Section 11.4 of the Addendum, NCR will return the Edify and related software
acquired by you and provided to NCR, and provide access to NCR's hardware
containing your files to your personnel. NCR will work with your new provider
to convert any computer files, including customer data files and Edify
software files, to a format that is usable by your new service provider. NCR
will provide reasonable assistance with your deconversion activities,
including designation of a primary point of contact with NCR and meeting your
reasonable deconversion schedule.
Prices for deconversion services will be provided at the time such services
are requested and based on NCR's then-current prices. Based on the initial
conversion effort expended by NCR to convert your Edify support from Bisys to
NCR, NCR reasonably estimates the deconversion effort, assuming similar
activities, would be approximately 50 days of effort. NCR's current prices
for Analyst time is $150/hour and Computer time at $500/hour.
The Contract provisions relating to the provision of deconversion services
will survive any termination until the completion of the services.
If a third party can provide certain deconversion services, you can obtain
those services from such third party. Any third party utilized by you may be
required to enter into NCR's standard non-disclosure agreement.
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<PAGE>
ORDER FOR SERVICES NCR CORPORATION
Page 6
Any Services or Products not listed on this Order but requested by you will
be provided at NCR's then-current prices.
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5614-1554 Implementation Fee: $79,545 One Time
Includes Server, Windows NT
Operation System, LifeKeeper software,
32-user Oracle database, and Edify
software initial implementation.
Application will run on (2) NCR 4300 NT
40 PP 200/512m, or operationally
equivalent systems.
System configuration is:
-- LifeKeeper Connected
-- (2) Dyadic P6 200/512
-- (8) 128 MB Memory DIMM
-- (2) Adpt - Dual Ethernet PCI
10/100
-- (2) HD Disk - 4 GB 10000 F/W Hot Plug
-- (6) HD Disk - 9 GB 10000 F/W Hot Plug
-- (2) Tape - 8 mm 7/14 GB
-- (2) Internal UPS
-- (2) Power Supply - 625W
-- (2) Windows NTS 4.0, 5 CAL/English
-- (2) 17" Color SVGA Monitor
-- (2) Monitor Power Cable - USA
-- 32 User Oracle License
-- Checkpoint or equivalent Firewall
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5614-1392 Hardware and Software maintenance service, $ 1,500 Month
excluding Edify application
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<PAGE>
ORDER FOR SERVICES NCR CORPORATION
Page 7
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N/A Communication Fees: N/A
Neither Bisys, Checkfree, nor any
other communication fees with any
third party are included and are
your responsibility unless you and
NCR agree in writing that NCR will
source and manage any such
communication line and its
corresponding fee(s).
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5614-1007 Customer Fees*, per customer: Month
-- 1 to 5,000 $1.49 ea.
-- 5,001 to 10,000 $1.45 ea.
-- 10,001 to 20,000 $1.40 ea.
-- 20,001 to 30,000 $1.36 ea.
-- 30,001 to 40,000 $1.32 ea.
-- >40,000 customers $1.28 ea.
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5614-1007 Monthly Minimum Charge (inclusive
of monthly Maintenance Fees and
Customer Fees) $5,000.00 Month Min.
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-- The Customer Fees include all Services hereunder, except for the
implementation and Deconversion Services, including Equipment and
Software upgrades made by NCR to fulfill its obligations hereunder and
to accommodate growth of your end-user customer base. Other
enhancements (i.e. additional or expanded functionality) will be made
by mutual agreement of the parties and may be chargeable to you.
-- No NCR Policies as defined in Section 2.2 of the Master Agreement apply
to this Order or Contract.
-- NCR may only increase prices at the beginning of each Renewal Term and
such increase will not exceed the greater of the United States Bureau
of Labor Statistics, Consumer Price Index for all Urban Consumers, U.S.
City Average, Services (1982-1984=100) as published from time to time
or 5%, and NCR will provide you with written notice of any price
increase 90 days in advance of the effective date. You may contact NCR
at a earlier date (within reason) to obtain the price increase for the
subsequent Renewal Term and it will be provided to you as soon as
reasonably possible. Notwithstanding the foregoing, notices of
increases on any third party pass through charge items will be provided
when NCR receives notice and will be effective as of the date stated on
such notice.
-- NCR warrants that the NCR 4300, NCR LifeKeeper Software, and MS Windows
NT operation system are or will be Year 2000 Qualified by December 31,
1998, in accordance with NCR's Year 2000 Qualification Requirements
Definition. If any of these components are not Year 2000 Qualified by
this date, if NCR cannot remedy nonconformance within a reasonable
time, you may terminate this Order without payment of early termination
charges provided you deconvert prior to December 31, 1999, if NCR
becomes aware of any Year 2000 issues with other third party equipment
or software used in this operating environment, NCR will advise you of
such issues. You and NCR agree to work together to make appropriate
product adjustments to minimize the impact of any such Year 2000 issues.
-- There are no NCR Product Specifications applicable to this Order.
<PAGE>
ORDER FOR SERVICES NCR CORPORATION
Page 8
-- Notwithstanding any terms to the contrary in this Contract, no terms in
this Contract apply to, govern or limit in any way the relationship and
contractual agreements between you and Edify, Bisys, Checkfree and any
other third party with whom you have a direct contractual relationship.
-- NCR's sole remedy for your breach of your obligations in section 8 of
the Master Agreement is to terminate this Contract if you have not
cured such breach within 30 days of notice thereof. If NCR terminates
under this provision, Services will be provided for up to 6 months
after the end of the cure period to allow for an orderly transition to
a new provider. Termination by NCR will not relieve you of your payment
obligations or any other obligations which survive termination or
expiration.
-- For the purposes of this Order, the time period stated in paragraph 6.7
of the Addendum will be extended from 2 business days to 5 business
days.
-- If NCR is unable to reperform Services as warranted under Section 9.0
of the Processing Services Addendum and Section 7.3 of the Master
Agreement and this Order for Services within a reasonable time given
the severity of the problem (including by correcting any non-conforming
Deliverables), you may terminate this Contract without payment of early
termination fees and obtain a refund of your payments to NCR for those
services and/or associated Deliverables. Your refund for this fixed
term Services Contract will not exceed your most recent three monthly
payments for such services. This provision will apply only for the
services specified in this Order for Services.
<PAGE>
ATTACHMENT A TO ORDER FOR SERVICES
(1) Service Description
-- You have responsibility for the overall project management function for
the migration of your EBS System from Bisys to NCR. NCR will provide
project management and technical support services, resources, and
communication infrastructure necessary for it to perform its
responsibilities associated with the migration of AIB's EBS System from
Bisys to NCR, and NCR's Project Manager will work closely with your
Project Manager to facilitate this effort.
-- NCR agrees to obtain and install a digital certificate for
implementation of SSL encryption with the assistance of AIB. The third
party charge for such digital certificate will be invoiced to AIB at
NCR's cost.
-- NCR will provide a secure S.A.S. No. 70 or equivalent complaint
operational environment for the EDIFY Electronic Banking System
Software by March 31, 1999. This shall include, at a minimum:
-- EDIFY Transaction Server
-- Electrical power backed up by a UPS to sustain an electrical outage
of up to two hours.
-- Connectivity to the Bisys host through a 56Kb SDLC link
-- Access to the Internet, protected by NCR's firewall
-- A backup environment along with an implementation plan for a "backup"
transaction server (the cost for all EDIFY backup software licenses
acquired by NCR will be passed to AIB)
If NCR has not provided the S.A.S. No. 70 or equivalent environment by March
31, 1999, you may notify NCR of such nonconformance, and NCR will have 6
months to correct such nonconformance provided that NCR has been taking
reasonable steps to provide this environment. If NCR does not succeed in
providing this environment, you may terminate this Order without payment of
early termination charges.
-- NCR will host the EDIFY HTML and CGI code necessary to permit
communication between the NCR Windows NT Web Server and the Internet.
-- NCR will provide monitoring services which include taking corrective
actions as required for monitoring the health of:
-- the NCR Web Server and Firewall
-- NCR's Electronic Banking Service
-- NCR owned and controlled routers providing access to the Internet
-- Connectivity between the NCR Web Server and the EDIFY EBS Server
-- NCR will consult and cooperate with Bisys and EDIFY to resolve issues
relating to:
-- Oracle database maintenance
-- Host connectivity-related service issues
-- AIB is responsible for all end-user client service support, and will
refer to EDIFY for EBS application support.
-- NCR will host and operate the EDIFY Transaction Server and provide 7 x
24 support for this service.
-- NCR warrants that system components under direct control by NCR will be
up 98% of the time outside of scheduled downtime. NCR will measure
availability monthly. In addition to scheduled maintenance downtime,
other downtime due to reasons beyond NCR's control (i.e. existence of
force majeure condition) will be excluded from the availability
calculation. If the 98% availability is not met for 3 consecutive
months due to reasons within NCR's control, you may terminate this
Order without payment of early termination charges with written notice
to NCR within 30 days of the end of this 3 month period and you
deconvert from NCR Services within 9 months of the end of this 3 month
period. NCR warrants that scheduled maintenance downtime will be
conducted from midnight to 5:00 A.M. Eastern Time on
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Saturday and Sunday nights not to exceed twelve hours per month.
-- Within 30 minutes of NCR getting notice of a problem that will cause
customer service interruption, NCR will notify AIB of such problem and
provide AIB with an estimated time the problem will be corrected if
known. AIB agrees to provide and man a 7 x 24 hour "hot line" or beeper
service to answer such calls from NCR.
-- NCR warrants that it will monitor Internet bandwidth and system
hardware availability and increase the bandwidth and system hardware as
AIB growth requires it.
-- NCR will use commercially reasonable efforts to work with EDIFY, Bisys,
and Checkfree to troubleshoot problems that occur.
-- NCR warrants that it will use commercially reasonable efforts to
correct any system malfunction, and will apply resources consistent
with the severity of the problem.
-- NCR will actively monitor the operating environment whether by
electronic means or otherwise, the NCR Web server, firewall, EBS
Transaction server and NCR owned and controlled routers to minimize
downtime.
-- NCR's liability for any intentional, willful or reckless misconduct
with respect to the security of NCR's Electronic Banking Service is
defined in the Master Agreement under Section 11.6.
-- An independent review of the implementation of the NCR Electronic
Banking Service will be performed, the cost of which will be the
responsibility of AIB. This review shall be performed by a computer
security specialist and will include attempts to gain unauthorized
and/or undetected access to the system. A report will be completed by
the independent security specialist performing the review stating that,
with reasonable certainty, no unauthorized or undetected access to
customer accounts occurred. This review shall be performed and the
report delivered to AIB in Q1, 1999. NCR further agrees that it will
attempt to correct all deficiencies noted in the report which are under
its control within a reasonable period of time.
-- NCR may pass through all increases in pass through communications
charges, third party maintenance, Checkpoint annual subscription fees,
digital certificate renewal fees, or other third party charges.
-- AIB agrees to grant NCR access to its EDIFY EBS application, any and
all customer and account information, operating systems, databases and
third party systems to enable NCR to perform the services described in
this Contract.
-- NCR agrees to provide AIB with procedures and processes to facilitate
the periodic update of the static pages (Main and Administrative)
hosted on the NCR Web Server.
-- A party whose performance is delayed or is likely to be delayed due to
a force majeure event shall provide prompt written notice of such event
to the other party and in such notice shall set forth in detail the
steps such party is taking to minimize the effects of the force majeure
event on its inability to perform, such as finding alternate providers
or securing back-up equipment or services.
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ATTACHMENT B TO ORDER FOR SERVICES
NCR ELECTRONIC COMMERCE SOLUTIONS
CONTACT AND ESCALATION LIST
FIRST LEVEL SUPPORT
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Help Desk 1-888-279-1673 All
SECOND LEVEL SUPPORT
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Brian Fleming (860) 652-1263 East Region
Diane Johnston (410) 720-6597 Central Region
Rege Shaw (410) 720-6844 Central Region
Bob Goble (972) 401-6190 West Region
Christian Cool (757) 459-4318 CIF/Autobank
Charlie Hart (937) 445-6730 General Technical Support
Dave Mills (609) 371-2952 General Technical Support
After Hours (410) 720-6533 Data Center Operations
ELECTRONIC COMMERCE SOLUTIONS MANAGER - ESCALATION LEVEL ONE
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Brett Chandler (410) 720-6680
Pager (800) 759-8888 PIN #1155451
E-Mail BRETT.CHANDLER@COLUMBIAMD.NCR.COM
ELECTRONIC COMMERCE PRODUCT MANAGEMENT - ESCALATION LEVEL TWO
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Gary Morrison (937) 445-7191
E-Mail GARY.MORRISON@DAYTONOH.NCR.COM
Greg Sackenheim (937) 445-1342
GENERAL MANAGER, HORIZONTAL SOLUTIONS - ESCALATION LEVEL THREE
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Greg Hanson (937) 445-4698
Vice President, Customer Information Solutions - Escalation Level Four
Mike Grabeman (937) 445-4600
NET.B@NK
CONTACT AND ESCALATION LIST
(insert information here)
BISYS
CONTACT AND ESCALATION LIST
(insert information here)
<PAGE>
ATTACHMENT B TO ORDER FOR SERVICES
NET.B@NK
CONTACT AND ESCALATION LIST
FIRST LEVEL SUPPORT
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Customer Service 1-888-256-6932 All
TECHNICAL SUPPORT - ESCALATION LEVEL ONE
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Tom Cable (770) 753-1404 Chief Technology Officer
(770) 623-1963 (home)
(770) 265-5342 (cell)
Scott Walch (770) 343-1409 Manager of Product Development
(770) 448-3808 (home)
OPERATIONS SUPPORT - ESCALATION LEVEL ONE
Catherine Storey (770) 753-1406 Director of Operations
Stacy Crawford (770) 343-6006 x440 Customer Service Day Supervisor
Maria Peluso-Smith (770) 343-6006 x447 Customer Service Night Supervisor
SENIOR MANAGEMENT - ESCALATION LEVEL TWO
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Don Shapleigh (770) 753-1402 President
(770) 395-1256
BISYS
CONTACT AND ESCALATION LIST
(insert information here)
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BISYS DATA CENTER
CHERRY HILL, NEW JERSEY
AFTER HOURS ESCALATION PROCEDURES
(800) 824-5898 DEPRESS 0 AFTER RECORDING
(609) 424-0150 DEPRESS 0 AFTER RECORDING
(609) 424-5031 FAX
(609) 424-8323 FAX
OPERATIONS TELECOMMUNICATIONS
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First Level Shift Operator Shift Operator
Second Level Shift Supervisor Shift Supervisor
Third Level Bob Gauthier Doug Jones
Fourth Level Bob Lake John Bush
Fifth Level Bill Johnson Bill Johnson
If Escalation to Bill Johnson is necessary and unsuccessful, contact Alan
Najjar at home
(770) 972-6527.
During business hours, Jan Taylor, Bethann Volz, or Ronnie Henderson can
locate Mr. Johnson.