Software Development & Processing Agreement

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.]





Contract #3284





SOFTWARE DEVELOPMENT AND PROCESSING SERVICES AGREEMENT





This Agreement (the "Agreement"), effective as of January 1, 1992 (the "Effective Date"), is made by and between First Dat a Resources Inc., a Delaware corporation, having its principal place of business at 7301 Pacific Street, Omaha, Nebraska 68114 ("FDRI"), with one of its business units being Cable Services Group ("CSG"), and Prodigy Services Company, a partnership establi shed under the laws of New York, having its principal place of business at 445 Hamilton Avenue, White Plains, New York 10601 ("PRODIGY").



WHEREAS, FDRI and PRODIGY (under its former partnership name "TRINTEX") entered into a Software Development and Processing Services Agreement dated May 26, 1987, as amended a First Amendment dated May 1, 1990 (the "Prior Agreement"); and



WHEREAS, pursuant to the Prior Agreement, FDRI developed, tested, implemented and enhanced a Subscription Management System (the "SMS Product") for PRODIGY capable of obtaining information and billing individuals and entities for subscription to the on-line computer services provided by PRODIGY and used such system to provide processing services to PRODIGY in connection with PRODIGY's member billing operations; and



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WHEREAS, PRODIGY desires to engage FDRI to continue to provide full life cycle systems development, data processing services and other services for PRODIGY in connection with PRODIGY'S member billing operations and to create a software developmen t team at FDRI dedicated to the development of a Member Administrative System (the "MAS System") for PRODIGY;



NOW THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, the parties hereto agree as follows:



1. SERVICES



1.1 SOFTWARE DEVELOPMENT



1.1.1 The Systems



1.1.1.1 SMS System. The "SMS System" (or "SMS") means the SMS Product as

defined in Exhibits 15 and 25, together with those System Enhancements

and Maintenance to the SMS Product which FDRI furnishes to PRODIGY from

time to time during the term of this Agreement.



FDRI shall develop, test and implement each SMS System Enhancement

and/or Maintenance Change to substantially perform in accordance with

this Agreement and the





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operational guidelines for development and maintenance as set forth in

Exhibits 1-29. Each SMS System Enhancement and/or Maintenance

Change shall be jointly prioritized by FDRI and PRODIGY, and

implemented in accordance with each SMS Joint Detailed Project Plan

that results from Exhibit 1 Section 2 and with the SMS Implementation

Plans that result from Exhibit 5 Section 5.





1.1.1.2 MAS System. The "MAS System" (or "MAS") means and includes all modules

and subsystems of the MAS System to be developed and implemented from

time to time during the term of this Agreement by FDRI for PRODIGY as

described in the MAS Request For Information (Exhibit 20), the MAS

Level Zero Requirements Specification Documentation (Exhibit 21) and

the MAS Level One Requirements Specification Documentation (Exhibit

22).



FDRI shall develop, test and implement each module and subsystem of

the MAS System to substantially perform in accordance with this

Agreement and the operational guidelines for development and

maintenance as set forth in Exhibits 1-29. MAS shall be developed,

tested and implemented in modules and subsystems, which shall be

jointly prioritized by FDRI and PRODIGY, and implemented in accordance

with each MAS Joint Detailed Project Plan that





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results from Exhibit 1 Section 2 and with the MAS Implementation Plans

that result from Exhibit 5 Section 6.



1.1.2 Project Managers and Key Personnel. FDRI and PRODIGY agree to assign

and make available one Project Manager each and other key personnel

for the duration and completion of the MAS systems development, MAS

maintenance, SMS operations, SMS maintenance and MAS operations, under

the direction of the Project Managers to ensure the completion of the

SMS and MAS projects as specified in the Joint Detailed Project Plan.

In the event either or both of the Project Managers or other key

personnel are reasonably unavailable to FDRI or PRODIGY during the

duration and completion of the above tasks, then FDRI or PRODIGY may

assign a new individual upon prior written notice to the other party

designating such new individual by name and function. The Project

Managers shall be responsible for the day-to-day management and

successful completion of the MAS and SMS projects (as set forth in

Exhibit 1) and of the Joint Detailed Project Plans required under

Exhibit 1 Section 2. The Project Managers shall also establish a MAS

Design Baseline that shall be mutually agreed to by FDRI and PRODIGY,

having been reviewed and approved by appropriate management. The MAS

Design Baseline shall consist of the Functional and Data Specifi-

cations from the respective Business Area Analysis Units designated

by the parties during the Logical Phase of the MAS system





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development life cycle. The Logical Phase work product deliverables

that will define the MAS Design Baseline will be: Process and Data

Definitions; Process Decomposition Diagrams (Logical Process Model);

Data Flow Diagrams; Entity Relationship Diagrams (Logical Entity

Model); and Association Matrices.



1.1.3 Change Control. All proposed changes to SMS and MAS shall be

prioritized by PRODIGY; provided, however, that all changes to SMS

and/or to the MAS Design Baseline shall be mutually agreed upon and no

changes shall be built into either SMS or MAS without prior estimation

by FDRI of any cost and/or time frame implementation impact on the

respective Joint Detailed Project Plans for SMS and/or MAS; and

provided, further, that wherever costs of development or time-frames

are at issue, the parties shall negotiate in good faith to reconcile

the differences between them to reach, as soon as practicable, a

mutually agreeable project plan to accommodate the implementation of

any change. Change Control shall be administered for SMS and the MAS

Design Baseline according to the methodologies and standards resulting

from Exhibit 3 Section 10.



1.1.4 Hardware and Configuration.



1.1.4.1 SMS. In accordance with the requirements set forth in





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Exhibit 8, FDRI will provide PRODIGY with an initial description and

periodic description updates of the hardware, systems software and

associated systems configuration equipment (the "Equipment") necessary

to execute SMS in compliance with the performance standards set forth

in Article 3 of this Agreement. FDRI and PRODIGY understand and agree

that FDRI may, at its sole expense upon notice to PRODIGY, change any

such Equipment that is located on FDRI's premises and/or the

configuration thereof; provided that such changes shall not alter the

scope of the work agreed to by the parties or the work plan therefor.

FDRI and PRODIGY also understand and agree that except upon ninety

(90) days' prior written notice to PRODIGY of its intentions, and

PRODIGY's written consent thereto, FDRI will not make any change to

its Equipment that will have a material adverse impact on the

processing capacity or performance level of SMS.



1.1.4.2 MAS.



(a) Equipment Located at FDRI's Locations. Upon the completion of

the physical design for MAS, in accordance with the requirements

set forth in Exhibit 8, FDRI will provide PRODIGY with an initial

description and periodic description updates of the Equipment (as

that term is defined in Section 1.1.4.1





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above) necessary to execute MAS in accordance with the

performance standards set forth in Article 3 of this Agreement.

FDRI and PRODIGY understand and agree FDRI may, at its sole

expense upon notice to PRODIGY, change any such Equipment that is

located on FDRI's premises and/or the configuration thereof;

provided that such changes shall not alter the scope of the work

agreed to by the parties or the work plan therefor. FDRI and

PRODIGY also understand and agree that except upon ninety (90)

days' prior written notice to PRODIGY of its intentions, and

PRODIGY's written consent thereto, FDRI will not make any change

to its Equipment that will have a material adverse impact on the

processing capacity or performance level of SMS.



(b) Equipment Located or PRODIGY's Locations. FDRI and PRODIGY

understand and agree that until MAS is more completely designed

and FDRI understands which subsystems PRODIGY wishes to run at

PRODIGY's locations, FDRI will be unable to tell PRODIGY what

Equipment and configurations will be necessary to permit PRODIGY

to run each MAS subsystem. FDRI will be able to designate the

required Equipment and configurations within a reasonable period

of time. PRODIGY understands and agrees that all such Equipment

that is located on PRODIGY's premises, or the premises





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of any designated agent of PRODIGY, will be at PRODIGY's expense.



1.1.5 Responsibilities of FDRI and PRODIGY.



FDRI and PRODIGY shall develop mutually agreed upon Joint Detailed

Project Plans in accordance with Exhibit 1 Section 2, and

Implementation Plans for SMS and MAS in accordance with Exhibit 5

Sections 5 and 6 respectively. FDRI will put forth good faith efforts

to ensure the quality of SMS and MAS.



1.1.6 Progress Reports and Meetings for SMS and MAS. FDRI and PRODIGY agree

to meet regularly as described in Exhibit 1 Section 3 to review

progress of the MAS and SMS Systems Development and Maintenance. Such

meetings shall be held as needed, but in any event not less frequently

than quarterly and shall be documented in writing and signed by the

Project Managers, and reflect all questions discussed and decisions



1.1.7 SMS Enhancements and Maintenance Team. As of the date of this

Agreement, FDRI employs certain individuals (referred to in Exhibit 6

as the "SMS Enhancements and Maintenance Team") who are and/or shall

be assigned exclusively to work





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[Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.]





Contract #3284





on enhancements and maintenance for the SMS Product in the following

capacities:



Personnel Rates/Per Day/Per Person

One Team Leader (Development Manager) [**]

Two Systems Analysts [**]

Six Programmers [**]

One Technical Support Person [**]

One Product Integrity (Testing/Quality

Assurance) Person [**]



FDRI will be responsible for the payment of all salary and benefits

for personnel comprising the SMS Enhancements and Maintenance Team.

Changes in personnel shall be agreed upon in writing by both Project

Managers, as provided below.



FDRI shall retain the SMS Enhancements and Maintenance Team during the

period from January 1, 1992 through December 31, 1995, and PRODIGY

shall be responsible for the payment to FDRI of [**] per month to

fund such Team upon the submission of monthly invoices by FDRI. During

the period between January 1, 1992 and December 31, 1995, FDRI will

not substantially change the quality, quantity or skill levels of the

SMS Enhancements and Maintenance Team without the prior written

consent of PRODIGY. In the event at any time after January 1, 1992





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PRODIGY desires an increase in personnel for the SMS Enhancements and

Maintenance Team above the levels designated above in this Section

1.1.7, PRODIGY must provide FDRI written notice of such increase,

including the reasons for requiring such increase. All such requests

shall designate the job category such personnel should be hired into.

FDRI agrees to respond to all such requests promptly, provided,

however, that any increase in personnel shall be made only upon FDRI's

written consent. Upon FDRI's consent, which shall not be unreasonably

withheld or conditioned, FDRI shall use reasonable efforts to staff

all such additional personnel. Any additional personnel for the SMS

Enhancements and Maintenance Team requested by PRODIGY and agreed to

by FDRI will be invoiced to PRODIGY at the rates set forth in this

Section 1.1.7. Such rates shall not be amended or modified during the

Original Term, as defined in Section 7.1 of this Agreement.



1.1.8 MAS Development and Maintenance.



1.1.8.1 MAS System Development. In consideration of the financial and

technical resources committed hereunder by PRODIGY for the

development/enhancement of SMS, FDRI agrees to provide for the

development of MAS a level of support equivalent to that identified in

Section 1.1.7 above. Therefore, except





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where otherwise required or permitted under this Section 1.1.8.1, FDRI

shall employ, in the requisite positions and at the requisite skill levels,

eleven (11) individuals who will be dedicated by FDRI to the development of

the MAS System (the "MAS Development Team"). FDRI shall train such persons

in the skill sets required for their individual MAS Development tasks,

e.g., CASE tools, database design, realtime on-line processing. If

----

necessary, FDRI may contract with third parties to fulfill the required MAS

development tasks. In all cases, FDRI will be responsible for the payment

of the salaries, benefits and project-related expenses for all personnel

comprising the MAS Development Team.



FDRI will begin employing personnel for the MAS Development Team

immediately and will have the eleven (11) individuals employed by no later

than December 31, 1992 with the goal of completing the MAS System by

December 31, 1995, in accordance with the MAS Joint Detailed Project Plans.

If despite FDRI's good faith efforts, satisfactory progress is not being

made towards the completion of the MAS System by December 31, 1995, then

the representatives for PRODIGY and FDRI designated pursuant to Section 9.9

shall meet and attempt to agree upon such additional measures as may be

necessary to achieve completion by the scheduled date of December 31, 1995.

If additional personnel are needed for





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reasons other than as described below, payment of these expenses shall be

separately negotiated and agreed upon by the Project Managers and their

immediate management and approved by CSG's Vice President Client Services

and PRODIGY's Vice President, Systems Operations and Telecommunications.



FDRI agrees to bear the full responsibility for hiring and funding any

additional personnel as may be necessary to achieve the scheduled

completion date for MAS as reflected in the initial MAS Design Baseline

approved by the parties. If any changes in the MAS Design Baseline which

are agreed to by PRODIGY and FDRI pursuant to Section 1.1.3 of this

Agreement shall result in the need for any additional personnel, then the

funding for such additional personnel shall be determined by mutual

agreement of the parties to this Agreement. Notwithstanding the foregoing,

if any additional personnel are needed due to changes unilaterally required

by PRODIGY either: (i) to accelerate the completion schedule set forth in

the MAS Joint Detailed Project Plans, or (ii) to significantly expand the

project beyond the scope of the MAS Design Baseline agreed to by the

parties, then PRODIGY shall bear the full cost of all personnel added to

the project in response to PRODIGY's requirement.





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1.1.8.2 Ownership of the SMS and MAS Systems.



(a) FDRI's Ownership Rights.



(i) SMS. The SMS System developed by FDRI pursuant to this

Agreement shall be the sole and exclusive property of FDRI, and,

subject to any rights PRODIGY may have to license such System pursuant

to this Agreement, PRODIGY acknowledges and agrees that all rights,

title and interests in and to the SMS System, including, without

limitation maskworks, firmware, computer programs, algorithms,

subroutines, methods, processes, concepts, designs, know-how,

techniques, data or other information of or concerning the SMS System

are and shall remain the sole and exclusive property of FDRI;

provided, however, that any Confidential Information of PRODIGY used

by FDRI in developing the SMS System shall be subject to the

Confidentiality Agreement between the parties dated June 5, 1986; and

provided, further, that during the Original Term and any Renewal

Period, FDRI shall not license or sell the SMS System, including any

modules or subsystems of the SMS System, nor use the SMS System, or

any modules or subsystems thereof, to provide data processing services

to any third party that is a direct competitor of PRODIGY in a line of





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business provided on a commercial basis by PRODIGY, whether on-line or

otherwise, domestically or internationally. Except for any patent,

copyright, trademark or other proprietary right retained by PRODIGY in any

Confidential Information of PRODIGY disclosed to FDRI under the terms of

the above-referenced Confidentiality Agreement and used by FDRI to develop

the SMS System, FDRI shall be the exclusive owner of all copyrights,

patents, patent application rights, corporate name and trademarks embodied

in or applicable to or noted in the SMS System or any components or

subsystems thereof. In the event of a conflict between this subsection

l.1.8.2(a)(i) and any provision of the above-referenced Confidentiality

Agreement, the language contained herein shall prevail.



(ii) MAS. The MAS System developed by FDRI pursuant to this Agreement shall

be the sole and exclusive property of FDRI, and, subject to any rights

PRODIGY may have to license such System pursuant to this Agreement, PRODIGY

acknowledges and agrees that all rights, title and interests in and to the

MAS System, including, without limitation maskworks, firmware, computer

programs, algorithms, subroutines, methods, concepts, designs, know-how,

techniques, data or other information of or concerning the MAS System





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are and shall remain the sole and exclusive property of FDRI; provided,

however, that all Confidential Information of PRODIGY used by FDRI to

develop the MAS System shall be subject to the Confidentiality Agreement

between the parties dated August 8, 1991; and provided, further, that

during the Original Term and any Renewal Period, FDRI shall not license or

sell the MAS System, including any modules or subsystems of the MAS System,

nor use the MAS System, or any modules or subsystems thereof, to provide

data processing services to any third party that is a direct competitor of

PRODIGY in a line of business provided on a commercial basis by PRODIGY,

whether on-line or otherwise, domestically or internationally. Except for

any patent, copyright, trademark or other proprietary right retained by

PRODIGY in any Confidential Information of PRODIGY disclosed to FDRI under

the terms of the above-referenced Confidentiality Agreement and used by

FDRI to develop the MAS System, FDRI shall be the exclusive owner of all

copyrights, patents, patent application rights, corporate name and

trademarks embodied in or applicable to or noted in the MAS System or any

components or subsystems thereof. In the event of a conflict between this

subsection 1.1.8.2(a)(ii) and any provision of the above-referenced





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Contract #3284





Confidentiality Agreement, the language contained herein shall prevail.



(iii) CASE Encyclopedia. The CASE encyclopedia used by FDRI to develop the

MAS System (the "CASE Encyclopedia") shall be the sole and exclusive

property of FDRI, and, subject to any rights PRODIGY may have to license

the CASE Encyclopedia pursuant to this Agreement and any other rights

PRODIGY has under this subsection, PRODIGY acknowledges and agrees that all

rights, title and interest in and to the CASE Encyclopedia are and shall

remain the sole and exclusive property of FDRI.



FDRI acknowledges and agrees that the CASE Encyclopedia contains data

and/or information that describes certain PRODIGY Processes as defined in

subsection 1.1.8.2(b). During t ...