License And Service Agreement

LICENSE AND SERVICE AGREEMENT


This License and Service Agreement ('Agreement') numbered 3810225 is entered into as of November 23, 2005 ('Effective Date') by and between Fiserv Solutions, Inc., a Wisconsin corporation with offices located at 600 Colonial Center Parkway, Lake Mary, Florida 32746 ("Fiserv") and 1st Source Bank, a State chartered bank organized under the laws of Indiana, with offices located at 100 North Michigan, South Bend, Indiana 46601 ("Client').


WITNESSETH:


WHEREAS, Fiserv is the licensor of Software (as defined below), and


WHEREAS, Client wishes to install and Use (as defined below) Software in Client's premises.


NOW, THEREFORE, the parties agree as follows:


1. DEFINITIONS


The following definitions are used in this Agreement:


1.1 'Basic Maintenance Services' means maintenance services described in
Section 5 below. Basic Maintenance Services are available only with respect
to the current and last prior Software release made generally available to
all Fiserv clients licensed to use the applicable Software.


1.2 `Business Requirements List' means Client's detailed operational and
business requirements as relates to the functioning of the Software.


1.3 `CBS Core Application' means the Software listed in License section of
Exhibit M-1 under the heading "Core Application."


1.4 `Change Request' means changes to scope or pricing for a professional
service deliverable as specified on Fiserv's then current Change Request
form.


1.5 'Client Confidential Information' means any confidential plans, procedures,
products, policies, research, development, trade secrets, business affairs,
customer lists, information, and other proprietary material of Client that
is marked with a restrictive legend, or if not so marked with such legend
or if disclosed orally, is identified as confidential at the time of
disclosure (and written confirmation thereof is promptly provided to
Fiserv); (B) any information and data concerning the business and financial
records of Client's customers prepared by or for Fiserv, or used in any way
by Fiserv in connection with the provision of Services (whether or not any
such information is marked with a restrictive legend; and (C) any
information and data received from Client that Fiserv reasonably ought to
know is confidential (whether or not any such information is marked with a
restrictive legend).


1.6 'Computer System' means the manufacturer-supplied equipment and software
identified on each Exhibit 1n. Client shall have sole responsibility to own
or lease, unpack, plan, install, test, and maintain the equipment according
to any and all applicable building or electrical codes, regulations or
requirements, as well as the manufacturer and Fiserv recommendations.


1.7 'Documentation' means the Software documentation specified on each Exhibit
1n.


1.8 `Effective Date' means the date identified as such in this Agreement as the
date upon which this Agreement shall commence.


1.9 'Enhancements' means modifications made to Software that add program
features or functions not originally within the Software and that are
provided upon payment of additional License Fees. Fiserv reserves the right
to determine which changes are upgrades or separately priced enhancements.


1.10 'Equipment' means the computer hardware identified on each Exhibit 2n.


1.11 'Exhibit 1n' and 'Exhibit 2n' means each sequentially lettered Exhibit for
Software and Equipment, respectively, to be provided by Fiserv to Client
under this Agreement; e.g. Exhibit 1A, 1B, 1C, Exhibit 2A, 2B, 2C.


1.12 `Functional Specifications' means the description of the detailed
functionality changes to Software developed by Fiserv that are based on the
Business Requirements List approved by Client.


1.13 `License" means rights to Use the Software, as set forth in Section 2.1, at
the Location on the designated Computer System (i) to process the
designated number of accounts; or (ii) by the maximum number of users, or
other fee determinant specified in each Exhibit 1n.


1.14 'Location' means the premises identified on each Exhibit 1n.


1.15 'Maintenance Fee' means the annual fee specified in each Exhibit 1n for
Basic Maintenance Services.


1.16 `Modifications' means changes or interfaces made by Fiserv to the Software
at Client's request, that are provided pursuant to Section 4 below and for
which Special Maintenance Fees will apply.


1.17 'Non-conformity' means a failure of Software to perform in substantial
accordance with the functions described in the Documentation.


1.18 'Operational Support' means optional Fiserv services available, at Client
request, to support Client's Software operation. Operational Support shall
only be available if Client is receiving Basic Maintenance Services.


1.19 `PRDA' means a Project Requirements Definition Authorization or similar
work authorization signed by Client.


1.20 'Professional Service Fees' means fees specified in each Exhibit 1n for
professional services provided by Fiserv related to the Software.


1.21 `Services' means Professional Services, Basic Maintenance Services, and
Special Maintenance Services.


1.22 'Software' means the standard, unmodified computer programs in object code
(or in the case of the CBS Core Application as specified in Exhibit 1A,
standard, unmodified computer programs provided in source code), together
with one set of Documentation as specified in each Exhibit 1n. Software
does not include separate, independent, and stand-alone modules or
subsystems that Client has developed and maintained without Fiserv's
assistance.


1.23 'Software System' means the Software and Third Party Software.


1.24 'Special Maintenance Services' means any other maintenance services as
specified on each Exhibit 1n. , PRDA or similar work authorization.


1.25 'Special Maintenance Fees' means the annual fee specified in each Exhibit
1n, PRDA or similar work authorization for Special Maintenance Services.


1.26 'Specification Non-conformity' means a failure of the modified Software to
operate in accordance with the Functional Specifications.


1.27 'Taxes' means all sales, use, excise, value added, and other taxes and
duties however designated levied by any taxing authority. Taxes shall not
include any levies by any taxing authority based on Fiserv's net income.


1.28 'Third Party' means any party other than Fiserv, and its employees, agents,
and subcontractors, and Client.


1.29 'Third Party Software' means software provided by Fiserv that is owned or
licensed by Third Parties, where applicable, as identified on Exhibit 1n.


1.30 'Total License Fee' means the total License fee specified on each Exhibit
1n for Software.


1.31 'Upgrades' means changes made to maintain compatibility with new system
software releases or to improve previously existing features and operations
within Software. This primarily includes Software program fixes.


1.32 'Use' means copying or loading any portion of Software from storage units
or media into any equipment for the processing of data by Software, or the
operation of any procedure or machine instruction utilizing any portion of
either the computer program or instructional material supplied with
Software. Use is limited to the type of operations described in the
Documentation solely to process Client's and its Affiliates' work, provided
that Client notifies Fiserv in writing prior to beginning processing the
work of any Affiliate and Client provides Fiserv with an accounting of the
change in the number of accounts, users, workstations, asset size, or other
fee determinant within 30 days following the start of such processing. As
used herein, "Affiliate" means an entity that owns more than 50% of Client;
an entity that is more than 50% owned by the same entity that owns more
than 50% of Client; an entity of which Client owns more than 50%
("Subsidiary"); or an entity that is more than 50% owned by a Subsidiary.
Use specifically excludes any service bureau or time-share services to
Third Parties without Fiserv's prior written consent and payment by Client
of additional fees in accordance with mutually agreed terms.


2. LICENSE


2.1 Fiserv agrees to furnish Software to Client and does hereby grant to Client
a personal, non-exclusive, nontransferable (except as explicitly provided
elsewhere in this Agreement) License.


2.2 Client may change the Location in the event Client transfers its data
processing to a new location within the same country. Client will provide
Fiserv with 15 days advance notice of any proposed transfer of operations.
Assistance by Fiserv related to the transfer shall be chargeable at
Fiserv's then current professional service rates. Client shall reimburse
Fiserv for any out-of-pocket expenses incurred in the course of providing
such assistance.


2.3 Fiserv prohibits the copying of any portions of the Software System except
that Client may copy reasonable quantities of any standard end user
documentation; and may copy machine language code, in whole or in part, in
reasonable quantities, in printed or electronic form, for use by Client at
the Location for archive, back-up, or emergency restart purposes, or to
replace copy made on defective media. The original, and any copies of
Software, or any part thereof, shall remain Fiserv's property.


2.4 Client shall maintain any such copies and the original at the Location and
one Client archive site (`Archive Site) in the same country. Client may
transport or transmit a copy of Software from the Location or the Archive
Site to another location in the same country as the Location for back-up
use when required by Computer System malfunction or disaster recovery
purposes, provided that the copy or original is destroyed or returned to
the Location or Archive Site when the malfunction is corrected. Client
shall reproduce and include Fiserv's copyright and other proprietary
notices on all copies, in whole or in part, in any form, of the Software
System made as specified herein.


2.5 Client shall not decompile, disassemble, or otherwise reverse engineer the
Software System.


2.6 Third Party Software is provided to Client under the following supplemental
terms:


(i) Use of Third Party Software shall be restricted to use as part of the
Software System.


(ii) Fiserv and Third Party Software owners shall not be liable for any
damages, whether direct, indirect, incidental, or consequential
arising from the use of the Third Party Software.


(iii) Publication of benchmark tests of Third Party Software is permitted
only by a writing signed by an authorized officer of Fiserv and the
Third Party Software owner.


(iv) Third Party Software owners are hereby designated as third party
beneficiaries of this Agreement as it relates to their software. To
the extent allowed by a Supplier (as defined in Exhibit 2n) Fiserv
shall pass-through to Client any warranty a Supplier has granted to
Fiserv with respect to materials purchased pursuant to Exhibit 2n,
subject to the terms and conditions set forth in this Agreement,
including Exhibit 2n.


(v) Third Party Software is not specifically developed, or licensed for
use in any nuclear, aviation, mass transit, or medical application or
in any inherently dangerous applications. Third Party Software owners
and Fiserv shall not be liable for any claims or damages arising from
such use if Client uses the Software System for such applications.


2.7 Fiserv grants Client the right to Use any Software modifications furnished
or authorized by Fiserv pursuant to this Agreement.


3. LICENSE FEES


Client agrees to pay the license fees in accordance with the schedule set forth in each Exhibit 1n.


4. PROFESSIONAL SERVICES TERMS


4.1 Fiserv agrees to provide access to Fiserv personnel for the provision of
professional services outlined in each Exhibit 1n (`Professional
Services'). All such services shall be provided in accordance with the
terms and conditions set forth below. Client may request Fiserv to provide
additions and changes to such services. Any such additions or changes shall
be provided only after the execution of a mutually agreed upon Change
Request.


4.2 Operational Support. Unless specified otherwise in Exhibit 1n, if requested
by Client, Fiserv agrees to provide Operational Support at the rates and
terms to be mutually agreed upon in writing at the time of Client's
request.


4.3 Business Requirements List. All professional services work to be performed
by Fiserv shall be based upon a Business Requirements List. Client shall
provide Fiserv with a Business Requirements List for each Modification or
other information requested by Fiserv for the performance of its
obligations under this Agreement. Fiserv shall review and suggest revisions
to such Business Requirements List on a timely basis.


4.4 Modifications listed in Exhibit 1n and estimates of costs and completion
dates for professional services, if any, are referenced solely for the
purpose of allowing Client to plan its budgets and are based upon the then
available information. Fiserv shall not be obligated to perform any work
until the Business Requirements List has been accepted by Fiserv and agreed
to by Client in writing, as evidenced by a signed PRDA.


4.5 Client agrees to pay Fiserv at mutually agreed upon rates (to be defined in
a PRDA) for services rendered in connection with Fiserv's review and
revisions to the Business Requirements List.


4.6 In the event Fiserv provides Modifications or other professional services,
such services shall be based on specifications created by Fiserv and
approved by Client (`Scope of Services'), as provided below.


(i) In the case of Modifications, Scope of Services shall consist of
developing the Functional Specifications created by Fiserv based on
the Business Requirements List. All other professional services shall
be based on the Scope of Services mutually agreed to for the project.


(ii) Fiserv shall not be obligated to perform any work until the Scope of
Services is approved in writing by Client, which approval shall not be
unreasonably withheld or unduly delayed.


(iii) Modifications, changes, enhancements, conversions, upgrades, or
additions to the agreed upon Scope of Services shall be added only
after the execution of a mutually agreed upon Change Request. In the
event the parties agree to add any such items, the Scope of Services
and the applicable Project Plan shall automatically be modified to the
extent necessary to allow for the inclusion of the items.


4.7 Project Plan. When warranted by the size and complexity of the project,
Fiserv shall develop a project plan for the professional services to be
provided by Fiserv ("Project Plan'). Each such mutually agreed upon Project
Plan shall contain a listing of the nature and timing of tasks for the
project, some of which are to be performed by Fiserv and some by Client.
Changes to the Project Plan shall be made only after the execution of a
mutually agreed upon Change Request.


4.8 In the event that Fiserv is to provide installation, conversion, or
training services to Client for the Software, the fees therefor shall be as
specified on each Exhibit 1n. The nature and timing of any installation,
conversion and training shall be as specified in the Project Plan and
mutually agreed upon by the parties.


4.9 If Client is unable to provide access to required facilities or personnel
or is unable to meet its tasks assigned on a Project Plan in a timely
manner, Fiserv will endeavor to reschedule tasks to minimize non-productive
time. If such non-productive time is expected to be significant, Fiserv
will endeavor to reassign its personnel to other suitable work. All
non-productive time which may be chargeable to Client by Fiserv shall be
identified in the mutually agreed upon Change Request.


4.10 Delivery. Unless otherwise mutually agreed, upon delivery of each
Modification, Client shall have up to 30 days to perform user testing.
Client acknowledges Modifications can only be adequately tested in Client's
system environment and Client agrees to reimburse Fiserv for all assistance
during Client's user testing phase. Client shall thoroughly test the
Modification in Client's system environment and promptly report on Fiserv's
then current service request form any Specification Non-conformity
disclosed by such user testing or Use to Fiserv with reasonable
particularity, including applicable supporting documentation such as screen
prints, user documentation, diagrams, etc. to allow Fiserv to properly
analyze the issue. Fiserv shall correct any Specification Nonconformities
disclosed by such testing or Use without further charge to Client within 14
days of Client's notice or a mutually agreed upon time.


4.11 Acceptance. Unless specified otherwise in the applicable PRDA,
Modifications shall be deemed to have been accepted by Client 30 days
following delivery or by the live operation and Use of the Modification for
a period of 10 days, whichever occurs first.


4.12 Client agrees that it is responsible for providing Fiserv remote electronic
access to Client's environments for the provision of professional services.
Fiserv agrees to comply with Client's access and security requirements
while performing such professional services, provided that (i) Client
provides Fiserv with all such requirements in writing not less than 30 days
prior to Fiserv's personnel arrival onsite, (ii) all such requirements are
reasonable in nature and do not conflict with Fiserv policies and
practices, and (iii) Client shall reimburse Fiserv for any costs incurred
by Fiserv in complying with such Client's requirements.


5. MAINTENANCE SERVICES TERMS


5.1 Fiserv provides the following as part of Basic Maintenance Services to
Client:


(i) Telephone support 24 hours per day, 7 days per week for reporting of a
Non-conformity that causes the Software to be inoperable.


(ii) Up to 10 hours per month for telephone support during normal business
hours for reasonable operator support. Non-conformity support is not
included within this limitation. For telephone support in excess of 10
hours per month or for support provided outside of normal business
hours unrelated to a Non-conformity (`Extended Use'), Fiserv agrees to
notify Client of such Extended Use. In such event, Fiserv and Client
will decide on a mutually agreeable corrective action plan. Fiserv
reserves the right to invoice Client and Client agrees to pay for
Extended Use at Fiserv's then current Professional Service rates, in
...