Remote Outsourcing Agreement

REMOTE OUTSOURCING AGREEMENT


by and between


ALLTEL INFORMATION SERVICES, INC.


and


UNION ACCEPTANCE CORPORATION


July 1998


TABLE OF CONTENTS


Page


1. Scope of Services, Description of Exhibits ........... 1 1.1 Services 1 1.2 Exhibits 1


2. Term ................................................. 1


3. Responsibilities of the Parties ...................... 1 3.1 Input Forms and Output Forms ......................... 1 3.2 Delivery 1 3.3 Equipment and Communication Costs .................... 2 3.4 Client's Input Data .................................. 2 3.5 Maintaining Copies of Input .......................... 2 3.6 Compatibility of Non-ALLTEL Systems3 3.7 Audit ................................................ 3 3.8 Days of Operation 3


4. Time of Performance .................................. 4 4.1 Submission of Input .................................. 4 4.2 Acts of God and Equipment Malfunction ................ 4 4.3 Special Requests ..................................... 4 4.4 Correction of Processing Errors ...................... 4 4.5 Client Review of Reports ............................. 4 4.6 Limitation of Liability .............................. 4


5. Planning and Communication ........................... 5


6. Education ............................................ 5


7. Mergers and Acquisitions ............................... 5


8. Enchancements, Replacement Systems, New Subsystems,
New Systems, and Modifications to ALLTEL Batch and
On-Line Systems .......................................... 5
8.1 Announcement ............................................. 5
8.2 Installation of Enhancements and Replacement Systems 6
8.3 Installation of New Subsystems and New Systems ........... 6
8.4 Modifications Requested by Client ........................ 6
8.5 Client Knowledge of System Status ........................ 7
8.6 User Manuals ............................................. 7


9. Regulatory Compliance .................................... 7


10. Confidentiality .......................................... 7 10.1 Confidentiality of Client Data ........................... 7 10.2 ALLTEL Data .............................................. 7 10.3 Inspection of Records .................................... 8 10.4 Legal Process ............................................ 8 10.5 Confidential Agreement ................................... 8


11. Return of Data ........................................... 8 11.1 Program Ownership 8 11.2 Master and Transaction File Ownership .................... 9


12. Disaster Recovery and File Backup ........................ 9 12.1 Disaster Recovery 9 12.2 File Backup .............................................. 9


13. Miscellaneous Services ................................... 10 13.1 Authorized Additional Services ........................... 10 13.2 Repetitive Services ...................................... 10


14. Price Adjustment ......................................... 10


15. Payment and Billing ...................................... 10


16. Termination .............................................. 11 16.1 Right to Terminate ....................................... 11 16.2 Method of Termination .................................... 11 16.3 Data, Systems and Programs11


17. Year 2000 Compliance ..................................... 11 17.1 Responsibility and Obligation ............................ 11 17.2 Year 2000 Compliant Software ............................. 11 17.3 Year 2000 Compliance Exclusions .......................... 12 17.4 Year 2000 Corrections .................................... 12


18. No Interference with Contractual Relationship ............ 13


19. Assignment or Delegation of Duties........................ 13


20. Client and ALLTEL Employees .............................. 13


21. Qualified Personnel ...................................... 13


22. Facilities for ALLTEL Personnel .......................... 13


23. Notices .................................................. 13


24. Paragraph Titles ......................................... 14


25. Counterparts ............................................. 14


26. Increase for Taxes ....................................... 14


27. Standard Reports and Schedules ........................... 14


28. Financial Statements ..................................... 14


29. Governing Law ............................................ 14


30. Insurance ................................................ 14


31. Entire Agreement, Warranty Disclaimers ................... 15


32. Covenant of Good Faith ................................... 15


33. Informal Dispute Resolution .............................. 15 33.1 Dispute Notice ........................................... 15 33.2 Presidents' Meeting ...................................... 15 33.3 Mediation ................................................ 15 33.4 Litigation ............................................... 16 33.5 Exception ................................................ 16


EXHIBITS


A. Software Listing B. Reports C. Charges D. Input/Output Schedule E. ALLTEL Holiday Schedule F. ALLTEL Insurance Coverage G. Guidelines for Disaster Recovery Responsibilities H. Branch Automation Software License Agreement I. U.S. Year 2000 (MVS) Status


ALLTEL INFORMATION SERVICES, INC.


REMOTE OUTSOURCING AGREEMENT


This is an Agreement between ALLTEL INFORMATION SERVICES, INC., an Arkansas corporation, whose permanent mailing address is 4001 Rodney Parham. Road, Little Rock, Arkansas 72212 (hereinafter referred to as "ALLTEL") and UNION ACCEPTANCE CORPORATION, whose permanent mailing address is 250 N. Shadeland Avenue, Indianapolis, Indiana. 46219 (hereinafter referred to as "Client"). In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows:


1. Scope of Services, Description of Exhibits.


1.1 Services . In consideration for Client's payment of the fees
set forth in Exhibit C hereto, ALLTEL will provide the data
processing services (including the dedication of appropriate
resources) described in this Agreement and the Exhibits
hereto.


1.2 Exhibits . ALLTEL will receive data from Client for processing
and will process such data and produce the reports selected by
Client pursuant to Exhibit B in accordance with the schedules
set forth in Exhibit D. Client will pay ALLTEL for its
services herein in accordance with this Agreement and Exhibit
C hereto.


2. Term.


The effective date of this Agreement is October 1, 1998 ("Effective
Date"). This Agreement will terminate on September 30, 2004 (the
"Expiration Date"). Not less than nine (9) months prior to the
Expiration Date, ALLTEL will submit to Client a renewal agreement for
the continuation of processing services and Client will promptly review
such agreement, and commence negotiations with ALLTEL, if necessary,
and accept or reject the agreement within six (6) months prior to the
Expiration Date.


3. Responsibilities of the Parties.


The parties have certain responsibilities under this Agreement as follows:


3.1 Input Forms and Output Forms . Client will provide all input
media, output media, balance control forms, other forms and
paper stock necessary for its data processing.


3.2 Delivery . Client is responsible for entry of input data by
means of telecommunication or, where applicable, by delivery
of documents or tape by mail through contract courier or
otherwise to ALLTEL's technology center currently located at
Little Rock, Arkansas (the "ALLTEL Data Center"). Tape or
other applicable media will be delivered to an
ALLTEL-designated location at the ALLTEL Data Center. ALLTEL
will prepare output for receipt by Client and, when it is
"download" output, ALLTEL will transmit such output to Client.


Where designated by Client, ALLTEL will deliver output to the
U.S. postal service or to contract courier, as requested by
Client. ALLTEL will separate output, by application, for
delivery to Client at the times and in the manner specified in
Exhibit D. Subject to Client's responsibility to maintain
copies of original input data as defined in Section 3.5,
ALLTEL acknowledges its responsibility for safekeeping
Client's documents or data while they are in the ALLTEL Data
Center.


3.3 Equipment and Communication Costs . In connection with the use
of on-line services, Client will pay all costs associated with
the on-line transmission of input data to, and the on-line
transmission of output from, the ALLTEL Data Center, including
but not limited to communication or telephone lines, moderns,
routers, gateways, PC's, servers and all related components
and the installation and continuing costs thereof, as required
by such on-line operations. As of the Effective Date, the
Client-specific communications equipment components located in
Indianapolis consist of a 384K ALLTEL transport circuit (ID=EC
980112-001), a Visual CSU model - Multi-Protocol District ASE
AS-T1-E, a Cisco Router model 2503, five (5) SAA Gateways and
a BARR personal computer. The shared communication, equipment
components located at the Technology Center in Little Rock
consist of the 384K frame relay to ATM connection from the
AENbb Hub, a Patch Panel, a Cisco Router model 7513, a token
ring connection and an MM 3172 Controller. ALLTEL reserves the
right to approve installation dates and selection of such
equipment to assure that this equipment is compatible with
ALLTEL's equipment and programs and that the installation
dates for such equipment are compatible with the ALLTEL Data
Center schedules in effect at the time of such installation.


In connection with the use of on-line services, Client will
install and maintain the required printing and file transfer
system compatible with ALLTEL's processing methods and
systems. Client will enter into hardware maintenance and
operating system software maintenance agreements directly with
the vendors from whom the equipment and software base been
purchased or leased, either directly from the vendor or
through ALLTEL or a third party.


3.4 Client's Input Data . All tapes and other input data furnished
by Client hereunder shall be in good condition, customarily
acceptable for machine reading in a form and format specified
by ALLTEL. All on-line data transmissions must be in proper
formats and input forms and data entry screens used must be in
accordance with ALLTEL's specifications, as provided to Client
in writing. Client will correct all input data not submitted
in the form and manner set forth herein.


3.5 Maintaining Copies of Input . Client will maintain copies of
all input data for processing hereunder, whether submitted to
ALLTEL directly or through third parties, to permit
reconstruction of such input data. Client assumes all risks of
loss and expenses of reconstruction of such input data, except
for loss caused by ALLTEL's negligence.


3.6 Compatibility of Non-ALLTEL Systems . If Client wishes to
utilize non-ALLTEL systems and have such systems communication
with ALLTEL software, ALLTEL shall determine the feasibility
thereof. If feasible, ALLTEL will submit a cost proposal to
Client for development and repetitive communication with the
non-ALLTEL systems. Client will provide all data input to
ALLTEL in ALLTEL's standard format as provided to the Client
in writing. Client will receive all downloaded data from
ALLTEL in ALLTEL's standard format.


3.7 Audit.


(a) ALLTEL will provide an annual audit of its operations
at the ALLTEL Data Center by an independent
accounting firm. A copy of the related audit report
will be furnished to Client.


(b) In addition, ALLTEL will cooperate fully with Client
or its internal or external auditors for the purpose
of audit and regulatory compliance. Promptly
following any such audit of Client, whether conducted
by either internal or external auditors, Client will
instruct its auditors to conduct an exit conference
with ALLTEL and to provide ALLTEL as soon as
thereafter as is reasonably possible a copy of each
report prepared as a result of such audit examination
whether in draft or final form. In addition, Client
will provide and instruct its external auditors to
provide ALLTEL with a copy of that portion of each
written report containing comments concerning ALLTEL
or the services performed by ALLTEL pursuant to this
Agreement.


3.8 Days of Operation . ALLTEL will "batch process" and update
Client's data five (5) days per week, such days being Monday
through Friday in accordance with Exhibit D. At Client's
election and subject to adequate implementation time and for
additional fees, ALLTEL will process Client's data six (6)
days per week, such days being Monday through Saturday. At the
time of such election, Exhibit D will be revised to reflect
the new on-line availability and processing windows resulting
from six (6)-day processing. On-line service hours are defined
separately in Exhibit D. ALLTEL will observe the holiday
schedule shown in Exhibit E.


At Client's election and subject to adequate implementation
time and for additional fees, ALLTEL will revert to processing
Client's data five (5) days a week, Monday through Friday. At
the time of such election, Exhibit D will be revised once
again to reflect five (5)-day processing on-line availability
and processing windows. Client agrees that it will not request
a change in the number of processing days more than one time
per calendar year.


4. Time of Performance.


The parties agree that timely and accurate submission of input and
output is essential to satisfactory performance under this Agreement.


4.1 Submission of Input . Client agrees that its failure to submit
input data in the form prescribed in Section 3 or in
accordance with the schedules set forth in Exhibit D shall
enlarge ALLTEL's time of performance hereunder if and to the
extent reasonably necessary.


4.2 Acts of God and Equipment Malfunction . If an act of God,
other disaster, malfunction of equipment or other event beyond
the reasonable control of ALLTEL prevents timely data
processing hereunder, Client agrees that ALLTEL's time of
performance shall be enlarged if and to the extent reasonably
necessary.


4.3 Special Requests . Special requests by Client or any
governmental agency authorized to regulate or supervise Client
which impact ALLTEL's normal processing schedule shall result
in an enlargement of ALLTEL's time of performance hereunder if
and to the extent reasonably necessary.


4.4 Correction of Processing Errors . In the event of an error in
processing Client's data, ALLTEL will correct such error
within a reasonable time, including the rebuilding of any data
files damaged or destroyed by error. Error correction or
rebuilding of data files shall be without charge to Client if
due to the fault of ALLTEL. Client will pay for the cost of ...