Daybreak - The Big Picture(tm) Service Level Agreement

SUPERSOLUTIONS CORPORATION
DAYBREAK - THE BIG PICTURE(TM) SERVICE LEVEL AGREEMENT


THIS AGREEMENT (the "Agreement") is made as of this twenty second day of December, 1999 by and between SuperSolutions Corporation, a Minnesota corporation (the "Company"), and Onyx Acceptance Corporation, a Delaware corporation ("Customer").


WITNESSETH


WHEREAS, Customer has entered into a Daybreak - The Big Picture(TM) Master License Agreement (the "License Agreement") with the Company pursuant to which the Company has granted Customer a license to the proprietary software product DAYBREAK - THE BIG PICTURE(TM) (hereinafter referred to as "Daybreak") as more fully set forth in the License Agreement; and


WHEREAS, pursuant to the License Agreement, the parties hereto have agreed to enter into this Agreement to provide for certain services to be performed by the Company for the benefit of Customer, including without limitation maintenance services, in connection with Daybreak; and


WHEREAS, the parties hereto wish to outline the terms and conditions of those services related to Daybreak to be provided by the Company; and


WHEREAS, this Agreement will only become effective if Customer accepts (or is deemed to have accepted) Daybreak pursuant to the License Agreement and shall be effective on such date;


NOW, THEREFORE, in consideration of the foregoing, and other valuable consideration hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. Term. This Agreement shall be effective the date Customer accepts (or is deemed to have accepted) Daybreak pursuant to the License Agreement and shall terminate on the one year anniversary of the effective date. Notwithstanding the foregoing, this Agreement shall automatically renew for consecutive one year terms unless either party notifies the other party of its intent to terminate at least 90 days prior to the end of the then current term.


2. Service Fees. Customer shall pay the Company an annual fee for the services to be performed under this Agreement in an amount set forth in SCHEDULE A. Such amount shall be paid in advance in equal quarterly installments beginning on the effective date of this Agreement.


3. Production Releases. The Company schedules releases of updated Daybreak versions (each as a "Production Release") in intervals of approximately six (6) months, which Production Release schedule is subject to change without notice. Customer shall be entitled to receive from the Company each Production Release that is generally made available to all customers of the Company at Customer's service level who have entered into a Daybreak Master License Agreement. All Production Releases shall be baseline functionality, and the Company shall support up to current (n) less two (n-2) versions. The Company shall include in each Production Release delivered to Customer documentation, if any, outlining installation, configuration and administration instructions for such Production Release. Customer shall install each Production Release within sixty (60) days after receipt. Customer shall be responsible for upgrading all customized code in connection with each Production Release and shall upgrade such customized code by either (i) performing the work internally, or (ii) engaging the Company to upgrade such customized code on a billable basis. The Company agrees to keep Daybreak compatible with the then current version of Oracle database, within a twelve (12) month time period of the general production release date from Oracle.


4. Issues. For purposes of this Agreement, an "issue" shall mean any Bug-Fix, Modification, Enhancement or Customization (each as hereinafter defined). All Issues shall be categorized as follows:


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(a) "Bug-Fixes" shall mean alterations made by the Company to an
existing Daybreak program, package or other executable code, which
alterations are intended to permanently remedy a persistent failure,
malfunction or defect of Daybreak (such defect shall hereinafter be
referred to as a "Bug") which prevents Daybreak from performing
substantially in accordance with documentation provided to Customer by
the Company at the time of installation; provided however, that any such
failure, malfunction or defect of Daybreak shall not be deemed an
"Issue" and shall not be the responsibility of the Company to the extent
that it is caused by (A) Customer's hardware or other software, (B)
Customer's improper use of Daybreak or (C) Customer's modification to
Daybreak without prior written approval by SuperSolutions;


(b) "Modifications" shall mean alterations made by the Company
to an existing Daybreak program, package or other executable code, which
alterations are initiated by the Company and which the Company intends
will become part of Daybreak;


(c) "Enhancements" shall mean alterations made by the Company to
an existing Daybreak program, package or other executable code, which
alterations are initiated by Customer, accepted by the Company and which
are intended by the Company to add functionality to Daybreak and to
become part of baseline Daybreak (to the extent an "Enhancement" is not
accepted by the Company, it shall be deemed a "Customization"); and


(d) "Customizations" shall mean alterations made by the Company
to an existing Daybreak program, package, or other executable code,
which alterations are initiated by Customer and designed to meet the
business requirements of Customer which may or may not become a part of
Daybreak in the Company's sole discretion.


5. Notification of Issues.


(a) Bug-Fixes.


(i) As soon as possible after Customer discovers a Bug,
Customer shall notify the Company via telephone, email or
facsimile of such Bug. Such notification (a "Customer
Notification") shall include (i) Customer's in-house issue
number, (ii) the priority level of the Issue (as determined
pursuant to Section 6 hereof), (iii) a detailed description of
the Bug, and (iv) any other information which Customer should
reasonably believe will be necessary or helpful in addressing
the Bug.


(ii) In the event that Customer manages access to its
system, Customer shall provide the Company with ready access to
such system when the Company responds to a reported Bug. By way
of illustration only, such provision of access to Customer's
system may include, but is not limited to, ensuring that user
ID's and passwords are enabled when the Company responds to a
reported Bug.


(iii) In the event the Company becomes aware of a Bug
(whether such Bug is discovered by the Company or by a customer
of the Company other than Customer), the Company shall notify
Customer of such discovery via telephone; email or facsimile as
soon as practicable after the Company learns of the Bug. Such
notice shall describe the Bug in detail.


(iv) The priority of the Bug-Fix (as determined pursuant
to Section 6 below) shall determine the time schedule pursuant
to which the Company shall complete the Bug-Fix to remedy the
Bug and deliver the same to Customer. The Company shall deliver
such Bug-Fix to Customer pursuant to a Patch (as hereinafter
defined) pursuant to Section 6 hereof.


(b) Modifications. If the Company intends to incorporate a
Modification into Daybreak


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other than through a Production Release, the Company shall use
reasonable efforts to notify Customer of such intention to the extent
practical under the circumstances. Customer may provide feedback to the
Company if it so desires. The priority of the Modification (as
determined pursuant to Section 6 below) shall determine the time
schedule pursuant to which the Company shall complete the Modification.


(c) Enhancements. Customer shall initiate an Enhancement by
notifying the Company of Customer's desire for such Enhancement. If the
Company decides to add such Enhancement to its baseline Daybreak
software, then it shall be deemed an "Enhancement," otherwise it shall
be deemed a "Customization." The priority of the Enhancement (as
determined pursuant to Section 6 below) shall determine the time
schedule pursuant to which the Company shall complete the Enhancement.


(d) Customizations. Customer shall initiate a Customization by
notifying the Company of Customer's desire for such Customization and
delivering to the Company a written description of Customer's business
requirements necessitating the Customization. The Company shall review
the business requirements provided by Customer and provide feedback to
Customer regarding the Customization request. Unless otherwise consented
to by Customer in writing, all information provided by Customer to the
Company in connection with Customer's request for Customization (but
excluding the actual Customization) shall be considered Confidential
Information (as hereinafter defined) for the purposes of Section 10
hereof. The priority of the Customization (as determined pursuant to
Section 6 below) shall determine the time schedule pursuant to which the
Company shall complete the Customization. Notwithstanding the priority
of any Customization, no Customization shall be undertaken by the
Company until the Company, and Customer have executed a Task Order
Agreement in the form attached as EXHIBIT A. All such ta ...