Remote Outsourcing Services Agreement

Exhibit 10.30


REMOTE OUTSOURCING SERVICES AGREEMENT


BY AND BETWEEN


ALLTEL INFORMATION SERVICES, INC.


AND


BANK OF OKLAHOMA, NA


DATED AS OF: SEPTEMBER 2002


TABLE OF CONTENTS
PAGE


1. Definitions...............................................................1


1.1 Definitions......................................................1
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1.2 Definition Cross-Reference Index.................................2
-------------------------------- 2. Services..............................................................3


2.1 Services.........................................................3
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2.2 Exhibits.........................................................4
-------- 3. Fees and Payment Arrangements..............................................................4


3.1 Service Fees.....................................................4
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3.2 Payments by Client...............................................4
------------------ 4. Term......................................................................5


5. Data Processing, Premises and Security..................................................................6


5.1 Data Processing..................................................6
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5.2 Office Space and Accommodations..................................6
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5.3 Security Standards...............................................6
------------------ 6. Client Resources.................................................................7
6.1 Client Resources.................................................7
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6.2 Required Consents................................................7
----------------- 7. Mergers and Acquisitions..............................................................7


8. Software..................................................................8
8.1 ALLTEL Software..................................................8
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8.2 User Manuals.....................................................9
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8.3 Client Software..................................................9
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8.4 Third Party Software and Maintenance.............................9
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8.5 Installation of New Releases, Updates and Enhancements..........10
------------------------------------------------------ 9. Personnel And Committees...............................................................11


9.1 ALLTEL Account Manager.........................................11
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9.2 Executive Liaison...............................................11
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9.3 ALLTEL Base Staff...............................................11
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9.4 ALLTEL Staff Personnel Changes..................................12
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9.5 Periodic Communications.........................................13
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10. Files and Programs, Storage, and Disaster Recovery.................................................................14


10.1 Files and Programs...........................................14
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10.2 Retention....................................................14
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10.3 Disaster Recovery............................................15
----------------- 11. Change Orders...................................................................16


12. Intellectual Property Rights...................................................................17
12.1 Ownership of Client Software.................................17
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12.2 Modifications to Client Software.............................17
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12.3 Ownership of ALLTEL Software.................................17
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12.4 Modifications to ALLTEL Software.............................17
-------------------------------- 13. Audits...................................................................18
13.1 Client's Regulatory Audit....................................18
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13.2 General Audit...................................................18
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13.3 Independent Audit.............................................19
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13.4 Excluded Materials...........................................19
------------------ 14. Dispute Resolution...............................................................19


14.1 Dispute Resolution Procedures................................19
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14.2 Claims Procedures............................................19
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14.3 Escalation Procedures........................................20
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15. Limitation of Liability................................................................21


16. Indemnification..........................................................21


16.1 Personal Injury and Property Damage..........................21
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16.2 Infringement of ALLTEL Software or ALLTEL Provided
Third Party Software.........................................21
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16.3 Infringements of Client Software or Client Provided
Third Party Software or Client Resources....................22
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16.4 Employee Matters Indemnification.............................23
16.5 Violation of Law Indemnification................................23
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17. Force Majeure, Time of Performance and Increased Costs
and Error Correction...............................................24
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17.1 Force Majeure................................................24
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17.2 Time of Performance and Increased Costs......................24
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17.3 Error Correction.............................................25
---------------- 18. Notices..................................................................25
18.1 Notices......................................................25
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18.2 Change of Address............................................26
----------------- 19. Termination..............................................................26
19.1 Termination..................................................26
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19.2 Termination Upon ALLTEL's Material Breach....................26
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19.3 Termination Upon Client's Material Breach....................27
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19.4 Termination by Client for Convenience; Insolvency............27
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19.5 Termination by Client for Merger.............................28
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19.6 Return of Material; Deconversion Assistance;
In-House Transition Assistance..............................28
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19.7 Equipment; Software..........................................29
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19.8 Survival Upon Expiration or Termination......................30
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19.9 Offer of Employment..........................................30
------------------- 20. Confidentiality..........................................................30
20.1 Confidentiality Obligation...................................30
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20.2 Non-Disclosure Covenant......................................30
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20.3 Exceptions...................................................30
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20.4 Confidentiality of this Agreement; Protective Arrangements...31
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20.5 Injunctive Relief............................................32
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21. Other Representations, Warranties and Covenants................................................................32


21.1 Licenses and Permits and Compliance with Laws................32
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21.2 No Interference with Contractual Relationship................32
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21.3 Covenant of Good Faith.......................................32
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21.4 Authorization and Effect.....................................32
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21.5 Business Practices...........................................33
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21.6 ALLTEL Software..............................................33
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21.7 Client Software..............................................33
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21.8 Professional and Workmanlike.................................33
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21.9 No Additional Representations or Warranties..................33
------------------------------------------- 22. Miscellaneous............................................................34


22.1 Independent Contractor.......................................34
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22.2 Assignment...................................................34
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22.3 Severability.................................................35
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22.4 Third Party Beneficiaries....................................35
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22.5 Governing Law, Forum Selection; Consent of Jurisdiction......35
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22.6 Executed in Counterparts.....................................35
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22.7 Construction.................................................35
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22.8 Entire Agreement.............................................36
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22.9 Amendments and Waivers.......................................6
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22.10 Remedies Cumulative..........................................36
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22.11 Education and Training.......................................36
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22.12 Taxes........................................................37
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22.13 Attorney Fees..................................................37
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22.14. Insurance................................................................37


EXHIBITS


Exhibit A Services Exhibit B Service Fees Exhibit C Software Exhibit D Service Level Agreements Exhibit E Acquisition Conversion Prerequisite Conditions and Restrictions Exhibit F Client Systems Isolation Exhibit G Form Software License Agreement Exhibit H ACBS and ALS Integration Exhibit I In-House Transition Assistance Exhibit J Deconversion Assistance


REMOTE OUTSOURCING SERVICES AGREEMENT


This is a Remote Outsourcing Services Agreement (the "Agreement"), dated as of the 1st day of September 2002 ("Effective Date"), by and between ALLTEL INFORMATION SERVICES, INC., an Arkansas corporation, 4001 Rodney Parham Road, Little Rock, Arkansas 72212 ("ALLTEL") and BANK OF OKLAHOMA, NA, a national association, Bank of Oklahoma Tower, Tulsa, Oklahoma 74192 (the "Client").


NOW, THEREFORE, the parties agree as follows:


1. Definitions.


1.1 Definitions. As used in this Agreement:
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(a) "ALLTEL Affiliate" shall mean any wholly-owned direct or indirect subsidiary of ALLTEL Corporation, as from time to time constituted.


(b) "ALLTEL Provided Third Party Software" shall mean any program or part of a program, which is licensed or sublicensed to ALLTEL by a third party that has the right to provide that license or sublicense, including, without limitation, those programs described in Exhibit C.


(c) "ALLTEL Software" shall mean any program or part of a program as described in Exhibit C, or any program or part of a program which is otherwise developed for Client or a Client Affiliate or licensed to Client or a Client Affiliate by ALLTEL or an ALLTEL Affiliate, which is owned by ALLTEL or an ALLTEL Affiliate and all modifications, upgrades or enhancements to any such program prepared by ALLTEL or any ALLTEL Affiliate.


(d) "ALLTEL Technology Center" shall mean as of the Effective Date, ALLTEL's data centers located in Little Rock, Arkansas, and San Diego, California, or such other or replacement locations as ALLTEL may designate.


(e) "Client Affiliate" shall mean BOK Financial Corporation, Bank of Texas, NA, Bank of Albuquerque, NA, Bank of Arkansas, NA and BOSC, Inc. and those entities (i) added to the definition of "Client Affiliate" as provided in Section 7, Mergers and Acquisitions, herein and (ii) that are directly or indirectly, through one or more intermediaries, controlled by, or is under common control with, Client. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through the majority ownership of voting securities. It is agreed by the parties that (i) such Client Affiliates shall be bound by the terms and conditions of this Agreement (ii) all of the systems and services provided under this Agreement may be made available to the Client Affiliates, and (iii) Client guarantees the performance of, and payment by, each Client Affiliate of any and all obligations and liabilities under this Agreement.


(f) "Client Provided Third Party Software" shall mean any program or part of a program, which is licensed or sublicensed to Client by a Third Party that has the right to provide that license or sublicense, including, without limitation, those programs described in Exhibit C.


(g) "Client Resources" shall mean those assets, services, personnel and rights, leased, contracted for, licensed, or owned by Client, Client Software, and Client Provided Third Party Software, if any, to be made available to ALLTEL by Client to enable ALLTEL to provide the Services.


(h) "Client Software" shall mean any program or part of a program (or any modifications, updates or enhancements to such Client Software, if any, which is owned by Client which is made available by Client to ALLTEL and which is necessary for ALLTEL to provide the Services as well as any Client Provided Third Party Software described in Exhibit C. Under no circumstances shall the ALLTEL Software and ALLTEL Work constitute Client Software for purposes of the Agreement.


(i) "Competitor" shall mean any person, firm or corporation engaged in the business of developing, marketing or licensing application software products, or engaged in the business of providing like technology services to financial services companies.


(j) "Days" shall mean calendar days, unless otherwise specified.


(k) "Expiration Date" shall mean the earliest of (i) the later to occur of August 31, 2010, or the date to which this Agreement is extended in accordance with Section 4, or (ii) the date this Agreement is terminated in accordance with Section 19 or Section 7.


(l) "Pass Through Expenses" shall mean those designated costs or expenses incurred by ALLTEL under this Agreement that shall be passed through to Client by ALLTEL without mark up.


(m) "Required Consents" shall mean the consents required (if any) to enable ALLTEL to use any Client Resources.


(n) "Source Code" shall mean the human readable version of that ALLTEL Software described in Exhibit C that is indicated with a single asterisk, including comments and other explanatory documentation.


1.2 Definition Cross-Reference Index. As used in this Agreement,
the following terms are defined in the following sections
of the Agreement:


Term Section
---- -------
Affected Performance 17.1
Agreement Preamble
ALLTEL Preamble
ALLTEL Account Manager 9.1
ALLTEL Damages 19.3(d)
ALLTEL Staff 9.3
ALLTEL Staff Offeree 4.2
ALLTEL Work 12.4
ALLTEL Work Product 16.2
Assignment 22.2
Base Staff 9.3
Change Order 11.1
Client Preamble
Client Damages 19.2(c)
Client Work 12.2


Client Work 12.2
Confidential Information 20.1
Courts 22.5
Data Retention Standard 10.2
Delayed Invoice 3.2(a)
Disaster Recovery Guidelines 10.3.4
Effective Date Preamble
Escalation Procedures 14.3
Escrow 3.2(a)
Executive Liaison 9.2
Extension Period 4.1
GLB Act 20.1
In-House Transition 4.2
Local Offices 5.2
Merger Early Termination Option 7.3
New Affiliate 7.1
Other Entity 7.4
Press Release 22.11
Confidential Information 20.1
Services 2.1
Service Fees 3.1
Software License Agreement 8.1
Temporary Staff 9.3
Term 4.1
Termination Date 19.1
Termination for Convenience 19.4


2. Services.


2.1 Services. This Agreement sets forth the terms and conditions for the provision by ALLTEL to Client and Client Affiliates of the consulting, implementation, conversion, data processing, network, disaster recovery, software maintenance, software customization and support services during the Term, as more fully described in Exhibit A attached hereto (individually and collectively the "Services"). ALLTEL will provide the Services on its own and/or through one or more ALLTEL Affiliates and/or subcontractors and shall be the sole and exclusive provider of the Services to Client and Client Affiliates except as provided in Section 7, Mergers and Acquisitions, herein.


2.2 Exhibits. Exhibits A-J form a part of this Agreement. All applicable terms, conditions, responsibilities and delivery schedules which apply to a particular Service (as opposed to those which apply generally to all Services and which are set forth elsewhere in this Agreement and in the other exhibits attached hereto) are identified in the Exhibits. The Service-specific terms, conditions, responsibilities and delivery schedules shall govern the provision of the relevant Service. Any new terms, conditions, responsibilities or delivery schedules which may be specifically applicable to any particular Service, as they are negotiated through the course of business, shall be set forth in writing and executed by the parties and added to this Agreement as a Change Order or an amendment. Such action shall not constitute a modification or change of any provision of this Agreement or of any other provision of any other Exhibit, unless expressly stated in such written agreement. Unless otherwise agreed to by the parties hereunder, the Services to be rendered by ALLTEL to Client are limited to those Services, which are described in this Agreement and the Exhibits. In the event of a conflict the Exhibits and any other part of this Agreements, the Exhibits shall control.


3. Fees and Payment Arrangements.


3.1 Service Fees. Client shall pay ALLTEL the fees set forth in Exhibit B in accordance with the terms described in Section 3.2 (the "Service Fees").


3.2 Payments by Client.


(a) Current Month Invoicing and Payment Requirements. Upon the Effective Date, Client shall pay the Service Fees for the first calendar month of the Term. ALLTEL shall invoice Client monthly between the first (1st) and the fifteenth (15th) day of each month for such fees for the upcoming calendar month, as well as for any known Pass Through Expenses and incremental processing fees and any other applicable charges for the preceding months. ALLTEL will make reasonable efforts to invoice all charges promptly. If Service Fees, Pass Through Expenses or other service fees are not invoiced by ALLTEL to Client within one-hundred and twenty (120) days of the date such services were rendered by ALLTEL or such expenses were incurred by ALLTEL (excluding taxes), the following terms shall apply ("Delayed Invoice"). The Delayed Invoice amount shall be payable in six (6) equal monthly installments beginning on the later of the first month of Client's next fiscal year immediately following the fiscal year in which the Delayed Invoice should have been received by Client or six (6) months after the Delayed Invoice is sent to Client. The account volumes used to calculate the applicable incremental processing fees shall be measured on the twentieth (20th) day of the preceding month. In accordance with Section 3.2(a), Client shall pay ALLTEL the monthly invoiced amount by the later of (i) the twenty-fifth (25th) day after receipt by Client of the applicable invoice or (ii) prior to the thirtieth (30th) day following the date of the applicable invoice. Should Client dispute in good faith all or any portion of the amount due, Client shall promptly notify ALLTEL in writing, prior to the due date of that invoice, of the nature and basis of the dispute. The parties shall make best efforts to resolve the dispute prior to the payment due date. In the event the parties are not able to resolve the dispute prior to the payment due date, Client shall pay ALLTEL the undisputed portion and shall pay the disputed amount into an interest-bearing account with a mutually agreeable independent financial institution pending resolution of such dispute ("Escrow"). Upon resolution of such dispute, any portion of the disputed amount determined to have been payable to ALLTEL, together with accrued interest thereon, if any, shall be disbursed to ALLTEL and all remaining amounts shall be disbursed to Client. All payments under this Section shall be made by Client to ALLTEL by wire transfer in readily available funds or at Client's option, by check or ACH payment.


(b) Past Due Amounts. Any amount not received by the fifteenth (15th) day after the date that the payment was due (which has not otherwise been placed into Escrow as provided in Section 3.2(a) above), shall be subject to interest on the balance overdue at a rate equal to the lesser of: (i) the prime rate plus one and one half (1 1/2%) per annum published in the Wall Street Journal on the first Monday (or next bank business day) following the due date, or (ii) the highest rate permitted by law, in each case, for the number of days from the payment due date up to and including the date payment is actually made by Client (calculated on the basis of the actual days in the applicable calendar year).


4. Term.


4.1 The term of this Agreement shall begin on the Effective Date and end on the Expiration Date (the "Term"). Notwithstanding anything in this Agreement to the contrary, Client may elect by written notice received by ALLTEL at least six (6) months prior to the end of the Term (or thirty (30) days notice prior to the Termination Date if the Agreement is terminated by Client or ALLTEL for breach prior to the ninety-seventh (97th) month of the Term), in its sole discretion, regardless of the reason for the ending of the Term, to extend the term of this Agreement one time only for any period up to twelve (12) months beyond the Expiration Date subject to the payment of the then current prices being paid by Client to ALLTEL under the Agreement and the terms and conditions of this Agreement (the "Extension Period"). The foregoing notwithstanding, if the Agreement is terminated by ALLTEL for non-payment by Client, Client shall prepay to ALLTEL all amounts which would be payable during the Extension Period, such payment to be made prior to ALLTEL beginning any work during the Extension Period. At twelve (12) months prior to the Expiration Date, ALLTEL may submit to Client a written proposal for renewal of this Agreement for an additional term as specified in such proposal. Client shall accept or reject such proposal within three (3) months following receipt thereof.


4.2 ALLTEL further agrees that at the end of the Term (whether by expiration or termination as provided herein), Client shall have the option of transitioning the ALLTEL Services so that the same functions are completed by Client instead of ALLTEL (the "In-House Transition). ...