Form of Software License Agreement For PC Bancpac

EXHIBIT 10.16


SOFTWARE LICENSE AGREEMENT


This Agreement is made and entered into this _____ day of ____________, 19__, between Bank Services Corporation, a Colorado Corporation ("BSC") and _______________ ("Client").


1. License. Subject to the terms of this Agreement, BSC hereby grants
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to Client a nonexclusive license to use the programs, documentation and
associated material enumerated in paragraph 16 and incorporated herein
(together "the System") for a period of 99 years from the date hereof.
Client shall pay BSC for use of the System as set forth in paragraph 17.


2. Taxes. All taxes and charges of any kind, imposed by Federal, State
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or local governments with respect to the services or items covered by this
Agreement, or the sale or use thereof, or measured by the gross receipts
applicable to this Agreement, shall be paid by Client, except that Client
shall not be responsible for income taxes payable by BSC. If taxes are paid
by BSC they shall be reimbursed by Client upon invoice from BSC.


3. Location. Client shall use the System only as specified in paragraph
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18. Client will notify BSC immediately upon any change in that location.
Failure to notify BSC of a change in location could result in revocation of
this Agreement. Revocation will be determined solely by BSC.


4. Training. Upon reasonable notice, BSC shall furnish the number of
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days of training as specified in paragraph 19. For any additional
installation assistance rendered by BSC, Client shall pay BSC at their
current per diem rate and shall reimburse BSC for all reasonable expenses
incurred by BSC in rendering such assistance. BSC will provide an itemized
list of expenses upon request.


5.a. Confidentiality. Client acknowledges that the System is proprietary
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to BSC and constitutes a BSC trade secret. The System shall be kept
confidential by Client, and shall not be disclosed by Client to any person
or party without BSC's prior written consent, except those Client employees
who have a reasonably necessary need to know for operation of Client's
business.


b. If Client or any of its employees, agents, or representatives attempt
to use, duplicate, or dispose of the System, in whole or in part, in a
manner contrary to the terms of this Agreement, BSC shall have the right,
in addition to such other remedies as may be available to it, to injunctive
relief enjoining such acts or attempts, it being acknowledged that legal
remedies are inadequate.


6.a. Warranty. BSC warrants that, for six months after its installation,
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the System will conform to the specifications set forth in the system
documentation. In the event of deviation from said specifications, BSC's
sole obligation shall be to use its best


efforts to correct all program errors and malfunctions that are
discrepancies between the functioning of the System and said
specifications.


b. BSC is not responsible for any System errors, defects malfunctions,
or other problems resulting from (1) Incorrect specifications having been
submitted to BSC by Client; (2) Client having approved incorrect
specifications; (3) Improper use of the System; (4) Any modifications
having been made to the System by Client; (5) Client negligence; (6)
Hardware equipment malfunctions; (7) The System not including all updates
furnished by BSC or (8) Any other circumstances not caused by BSC, and any
effort by BSC to diagnose or correct such problems shall be performed at
BSC's then current time and material rates, plus expenses.


6.c. BSC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, NOT SPECIFICALLY
STATED HEREIN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


7.a. Limitation of Liability. BSC's entire liability to Client for all
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damages incurred by Client regardless of the form of action for any and all
claims relating to the System or to any other software, services, systems,
programs, documentation or work products provided by BSC to Client, whether
provided under this Agreement or otherwise, shall in the aggregate be
limited to the lesser of (1) The cost of correction or replacement of, or
(2) BSC's charges for the specific software, services, system, programs,
documentation or work products which are the subject of the alleged claim.
IN NO EVENT SHALL BSC BE LIABLE FOR ANY DAMAGES CAUSED BY CLIENT OR FOR A ...