Software License Agreement

Exhibit 10.2


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INFORMATION TECHNOLOGY INC.

SOFTWARE LICENSE AGREEMENT


Agreement made between Information Technology, Inc. (the " Vendor" ), and the " Customer" identified below.


I. LICENSED SOFTWARE


1.1 LICENSE. Vendor grants to Customer and Customer accepts from Vendor a nonexclusive and nontransferable license to use the software identified in Appendix A (the " Software" ) under the terms set forth in this agreement. The license herein granted shall commence upon the date of delivery of the software and shall remain in effect for so long as Vendor' s warranties set forth in Article V remain in effect.


1.2 PROPRIETARY NATURE OF SOFTWARE AND TITLE. The Software and any operations manuals, instructions, and other documents or written materials provided to Customer as instruction in the use of the Software (the " Documentation" ) are acknowledged by Customer to be and contain Vendor' s proprietary information and trade secrets, whether or not any portion thereof is or may be validly copyrighted or patented, acknowledged to be protected by civil and criminal law, and acknowledged to be of great value to Vendor. Except as specifically licensed under this agreement, title and all ownership rights to the Software and the Documentation remain with Vendor. Customer shall retain or affix such evidences of ownership and proprietary notices as Vendor may reasonably request. This paragraph shall survive the term or termination of this agreement.


1.3 USE OF SOFTWARE. The Software may be used only for, by and on behalf of Customer and only in connection with Customer' s business operations. This license is granted only for use at the single location identified in Appendix A, upon a single computer system (CPU) as identified in Appendix A, and is limited to processing of not more than the number of accounts (as hereinafter defined) specified in Appendix A. This license may not be used upon any other computer or at any other location except as provided under paragraph 1.4. In the event Customer' s usage exceeds the account limitation set forth in Appendix A, a new, upgraded Software License Agreement shall be required, including the payment of an additional license fee. For purposes of this Agreement, " accounts" are defined as the total of all accounts (open or closed) for demand deposit, demand deposit loan, savings, time savings, IRA, certificate of deposit, and loan accounts, whether processed or not by Customer, for the institutions being served with the Software licensed hereunder.


1.4 BACKUP AND EMERGENCY USE. In the event Customer is unable to use the Software at the location identified in Appendix A due to an emergency, or to test emergency procedures, Vendor grants to Customer the right to use the Software at a location other than the location defined in Appendix A. Any such use shall be subject to all other restrictions of this agreement and shall continue only so long as the condition giving rise to such use continues. Prior to commencing such use, if possible, and in any event within forty-eight (48) hours of such use, Customer shall give Vendor written notice of the circumstance, location and the expected length of such use. Failure to give notice shall nullify Customer' s right of emergency use, as herein granted.


1.5 ASSIGNMENT. Customer rights under this agreement and in and to the Software may not be assigned, licensed, sublicensed, pledged, or otherwise transferred voluntarily, by operation of law or otherwise without Vendor' s prior written consent, and any such prohibited assignment shall be null and void.


II. CONSIDERATION


2.1 LICENSE FEE. In consideration of the license of the Software granted under this agreement, Customer shall pay to Vendor the license fee specified in Appendix A. Such license fee does not include, except as expressly provided in this agreement or Appendix A hereto, installation or maintenance of the Software, data base conversion, media, transportation charges, or taxes, all of which costs and taxes shall be the obligation of Customer.


2.2 MANNER OF PAYMENT. The license fee listed in Appendix A shall be payable in the following manner:


(A) A percentage of the license fee, as specified in Appendix A, upon execution of this license agreement by Customer.


(B) The balance, including any applicable taxes, upon delivery of the Software by Vendor to Customer.


Invoices respecting the license fee shall be rendered in accordance with the above payment schedule and are payable to Vendor at Vendor' s address set forth below within ten (10) days of receipt.


2.3 TAXES. In addition to the license fee payable hereunder, Customer shall pay all taxes (including, without limitation, sales, use, privilege, ad valorem or excise taxes) and customs duties paid or now or hereafter payable, however designated, levied or based on amounts payable to Vendor hereunder or on Customer' s use or possession of the Software under this agreement, or upon the presence of the Software at the location identified in Appendix A, but exclusive of federal, state and local taxes based on Vendor' s net income. Customer shall not deduct from payments to Vendor any amounts paid or payable to third parties for customs duties or taxes, however designated.


2.4 CURRENCY. The purchase price and any other charges arising under this agreement shall be invoiced and be payable in U.S. Dollars.


2.5 LATE PAYMENT. Customer shall pay a late payment charge of one and one-half percent (1 1/2%) per month, or the maximum late payment charge permitted by applicable law, whichever is less, on any amount payable by Customer under this Agreement and not paid when due. Said late payment charge shall be applied for each calendar month (or fraction thereof) that such payment is not made following its due date.


2.6 SECURITY. Vendor reserves and Customer grants to Vendor a security interest in the rights of Customer for the use of the Software and in the Documentation as security for the performance by Customer of its obligations hereunder including, but not limited to, payment of the license fee set forth in Appendix A. A copy of this agreement may be filed in appropriate filling offices at after signature by Customer as a financing statement or Vendor may require and Customer shall execute a separate financing statement for purposes of perfecting Vendor' s security interest granted pursuant to the provisions of this paragraph.


III. DELIVERY, TRAINING AND OPERATION


3.1 DELIVERY. Vendor shall deliver the Software and Customer shall accept delivery of the Software at Customer' s address set forth below. Unless delayed, as hereinafter provided for, delivery shall be completed within one (1) year of the date accepted by Vendor.


3.2 DELIVERY DELAYS. In the event Customer requests delay of delivery, Vendor shall not be obligated to effect delivery of the Software except upon thirty (30) days written notice by Customer to Vendor. If delay in delivery is due to any cause beyond the control of Vendor, the date upon which delivery is to be completed shall be extended by the number of days of such delay.


3.3 TRAINING. Classes in the operation of the Software are available at the offices to Vendor on a regularly scheduled basis at Vendor' s normal rates with respect thereto. All travel, meal and lodging expenses of Customer in connection with such training shall be borne by Customer. On-site training or assistance will be available solely at Vendor' s discretion and will be charged to Customer at Vendor' s normal rates together with reasonable expenses for travel, meals, lodging and local transportation.


3.4 ASSISTANCE BY CUSTOMER. Customer shall provide reasonable assistance and cooperation to Vendor in preparation of the Software and the delivery or installation thereof. Such assistance and cooperation shall include, as appropriate, reasonable access to Customer' s facility and to Customer' s records, as necessary.


3.5 DOCUMENTATION. Operations manuals in respect to the Software will be delivered to Customer prior to or contemporaneously with the delivery of the Software.


3.6 RISK OF LOSS. If the Software or the Documentation is lost or damaged, in whole or in part, during shipment, Vendor will replace said Software or Documentation at no additional charge to Customer. Upon delivery in good condition of the Software and the Documentation,


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Customer shall be responsible therefor and bear the risk of loss for said Software and Documentation.


3.7 CONVERSION ASSISTANCE. Vendor may, at its sole discretion, assist Customer in the conversion of Customer' s files from a computer processor or in-house computer system at Vendor' s normal charges for such assistance. Expenses, including but not limited to computer time, travel, meals, lodging and local transportation incurred in connection therewith, shall be borne by Customer. In no event shall Vendor be liable to Customer for loss of profits, consequential, incidental, indirect or special damages arising from Vendor' s effort to assist in the conversion of Customer' s files. Vendor agrees to treat Customer' s confidential business with the same security as it would its own.


3.8 OPERATION. Customer acknowledges and agrees that it is exclusively responsible for the operation, supervision, management and control of the Software, including, but not limited to, providing adequate training for its personnel, instituting appropriate security procedures, and implementing reasonable procedures to examine and verify all output before use. Vendor shall have no responsibility or liability for Customer' s selection or use of the Software or any associated equipment.


3.9 CUSTOMER OBLIGATIONS. In order to maintain the continuing integrity and proper operation of the Software, Customer agrees to implement, in the manner instructed by Vendor, each error correction and each enhancement and improvement provided to Customer by Vendor. Customer' s failure to do so shall relieve Vendor of any responsibility or liability whatsoever for an ...