FIS » Topics » Conditions.

These excerpts taken from the FIS 8-K filed Feb 6, 2006.
Conditions.  RMSS’s duty of delivery of Source Code as described above shall be immediately due and enforceable in equity upon any of these circumstances:

 

(a)           RMSS has given notice to Licensee under terms of Maintenance that RMSS shall cease, or RMSS has ceased, (i) providing Maintenance generally or (ii) supporting any part of RMSS Software, and in the event of notice of future termination, such termination (whenever notice is given) shall be effective within twelve months.

 

(b)           RMSS shall apply for or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, file a voluntary petition in bankruptcy, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any insolvency law, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating RMSS as bankrupt or insolvent or approving a petition seeking reorganization of RMSS or appointing a receiver, trustee, or liquidator of RMSS or of all or substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive Days.

 

(c)           RMSS shall be in breach of any material covenant herein or under Maintenance which, following notice of breach in reasonable detail from Licensee, is not cured within thirty (30) Days. To the extent the breach relates to Maintenance on a specific module or separable component of RMSS Software, the duty of Source Code delivery shall be limited to the Source Code for such specific module or separable component.

 

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(d)           Licensee shall have requested development or integration services with respect to RMSS Software which RMSS is unable or unwilling to provide or as to which the parties cannot timely come to commercial terms.

 

(i)            To the extent the integration or development relates to a specific module or separable component of RMSS Software, the duty of Source Code delivery shall be limited to the Source Code for such specific module or separable component.

 

(ii)           In the event of delivery of Source Code by RMSS under this subsection (d), upon Licensee’s completion of its development or integration effort, equating generally to the same scope of work that RMSS was requested to perform but did not perform, it will provide to RMSS a copy of the source code for the development or enhancement, including any annotations therein, certifying same as complete and accurate and, without further formality, RMSS shall be deemed granted a license to use that source code developed by Licensee or its non-Competitor contractors, solely for maintenance or further development of the RMSS Software as implemented for Licensee and for no other use or beneficiary.

 

(iii)          Six (6) months following the delivery by Licensee to RMSS of source code for Licensee’s developments or enhancements under Section 3.2(d)(ii), RMSS may request that Licensee certify, and Licensee will promptly certify to RMSS, that Licensee has destroyed all copies of (x) Source Code delivered to it by RMSS 3.2(d) and (y) all copies of the source code for Licensee’s development or enhancement - except two hard copy prints of source code for Licensee’s development or enhancement for proof of authorship; provided, however, that the six (6) month limitation above shall not apply in the event that the development of Release 1.0 of the eLender Solutions software under the Amended and Restated eLender Solutions Software Development and Property Allocation Agreement dated as of November 22, 2005 is not completed on the scheduled completion date and Accepted under the terms of that agreement, and in such event, the RMSS’ request for certification under this section 3.2(d)(iii) may not be made until such Release 1.0 is completed and Accepted.

 

(iv)          Licensee’s right to obtain access to Source Code pursuant to this Section 3.2(d) may be invoked at any time and from time to time, regardless of the continuity of Maintenance.

 

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Conditions.  RMSS’s duty of delivery of Source Code as described above shall be immediately due and enforceable in equity upon any of these circumstances:

 

(a)                                  RMSS has given notice to Licensee under terms of Maintenance that RMSS shall cease, or RMSS has ceased, (i) providing Maintenance generally or (ii) supporting any part of RMSS Software, and in the event of notice of future termination, such termination (whenever notice is given) shall be effective within twelve months.

 

(b)                                 RMSS shall apply for or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, file a voluntary petition in bankruptcy, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any insolvency law, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating RMSS as bankrupt or insolvent or approving a petition seeking reorganization of RMSS or appointing a receiver, trustee, or liquidator of RMSS or of all or substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive Days.

 

(c)                                  RMSS shall be in breach of any material covenant herein or under Maintenance which, following notice of breach in reasonable detail from Licensee, is not cured within thirty (30) Days. To the extent the breach relates to Maintenance on a specific module or separable component of

 

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RMSS Software, the duty of Source Code delivery shall be limited to the Source Code for such specific module or separable component.

 

(d)                                 Licensee shall have requested development or integration services with respect to RMSS Software which RMSS is unable or unwilling to provide or as to which the parties cannot timely come to commercial terms.

 

(i)                                     To the extent the integration or development relates to a specific module or separable component of RMSS Software, the duty of Source Code delivery shall be limited to the Source Code for such specific module or separable component.

 

(ii)                                  In the event of delivery of Source Code by RMSS under this subsection (d), upon Licensee’s completion of its development or integration effort, equating generally to the same scope of work that RMSS was requested to perform but did not perform, it will provide to RMSS a copy of the source code for the development or enhancement, including any annotations therein, certifying same as complete and accurate and, without further formality, RMSS shall be deemed granted a license to use that source code developed by Licensee or its non-Competitor contractors, solely for maintenance or further development of the RMSS Software as implemented for Licensee and for no other use or beneficiary.

 

(iii)                               Six (6) months following the delivery by Licensee to RMSS of source code for Licensee’s developments or enhancements under Section 3.2(d)(ii), RMSS may request that Licensee certify, and Licensee will promptly certify to RMSS, that Licensee has destroyed all copies of (x) Source Code delivered to it by RMSS 3.2(d) and (y) all copies of the source code for Licensee’s development or enhancement - except two hard copy prints of source code for Licensee’s development or enhancement for proof of authorship; provided, however, that the six (6) month limitation above shall not apply in the event that the development of Release 1.0 of the eLender Solutions software under the Amended and Restated eLender Solutions Software Development and Property Allocation Agreement dated as of November 22, 2005 is not completed on the scheduled completion date and Accepted under the terms of that agreement, and in such event, the RMSS’ request for certification under this Section 3.2(d)(iii) may not be made until such Release 1.0 is completed and Accepted.

 

(iv)                              Licensee’s right to obtain access to Source Code pursuant to this Section 3.2(d) may be invoked at any time and from time to time, regardless of the continuity of Maintenance.

 

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EXCERPTS ON THIS PAGE:

8-K (2 sections)
Feb 6, 2006
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