This excerpt taken from the FIS 8-K filed Feb 6, 2006.


9.1.          Identification of Software.  The parties shall use reasonable efforts to schedule, by or promptly following the Effective Date, all software relating to the Services controlled by each of them at the Effective Date, and shall, with respect to prospective changes, maintain such schedule current throughout the Term as either develops, acquires or terminates licenses for software relating to the Services.  The parties shall, promptly following the Effective Date and quarterly thereafter, update and reconcile such schedules.  Promptly following each quarterly reconciliation, FIS shall deliver to FNT in electronic form, in a format and on media in common use at the time, a copy of the source code for all FNT Proprietary Software developed or




modified by or on behalf of FIS since or from the prior such delivery, clearly labeled in accordance with industry practice but including, at least, product, version, date and the date of the prior delivery of source code for such product.  Prior to the acquisition, development or use of any software by FIS in connection with the Services, the parties shall agree in writing on the categorization of such software as one of FNT Proprietary Software, FNT Third Party Software, FIS Proprietary Software, or FIS Third Party Software (each as defined herein below) and upon acquisition or development, shall add such software to the appropriate software schedule.


9.2.          FNT Software.  FNT shall provide FIS the right to use at FNT’s sole expense, if any, and for use solely to provide the Services, software owned by FNT at the Effective Date and used prior to the Effective Date to support services which will be Services hereunder, or of which FNT acquires ownership after the Effective Date and provides to FIS for use in providing the Services, including pursuant to Section 3.14 above (the “FNT Proprietary Software”) and the FNT Third Party Software.  All FNT Proprietary Software will be and will remain the exclusive property of FNT.  FIS will have no rights or interests in the FNT Proprietary Software hereunder except as described in this Section 9.2.  FNT shall assist FIS in obtaining access to such software and any related documentation in FNT’s possession on or after the Effective Date.  “FNT Third Party Software” shall mean the software which is provided by FNT and licensed in FNT’s name.  FNT Proprietary Software and FNT Third Party Software are collectively referred to as “FNT Software”.  All FNT Third Party Software will be and will remain the exclusive property of such third party licensors and FIS will have no rights or interests in the FNT Third Party Software except as described in this Section 9.2.  Any license fees or other expenses reasonably incurred by FIS in obtaining the licenses for the FNT Third Party Software shall be paid by FNT as a Pass-Through Expense.  FIS shall not, without FNT’s prior consent, decompile or reverse engineer the FNT Software.  As of the Effective Date, FNT will cause FIS to be provided access to the FNT Proprietary Software in the form in use by FNT as of the Effective Date.  Upon expiration of this Agreement or termination of this Agreement for any reason, the rights granted to FIS in this Section 9.2 will immediately revert to the entity which granted them and FIS shall, at no cost to FNT, other than the transfer fees described below (i) cease use of all FNT Software, except to the extent as required in connection with the Termination Assistance Services, (ii) deliver to FNT a current copy, if any, of all the FNT Software (including any related source code in FIS’s possession or control) in the form in use as of the date of such expiration or termination of this Agreement, (iii) destroy or erase all other copies of the FNT Software and documentation in FIS’s possession or the possession of FIS Subcontractors unless otherwise instructed by FNT, and (iv) if FIS has modified or enhanced any FNT Software, FIS shall deliver to FNT all copies of such modifications or enhancements.  FIS will make reasonable efforts to give FNT prior notice of any transfer fees which FNT must pay to affect the transfer of any FNT Software to FNT.  Upon termination of expiration of this Agreement, at the request of FNT, FIS will make reasonable efforts to obtain for FNT (or FNT’s designee) a royalty free, perpetual, worldwide, non-exclusive license to use the FNT Third Party Software.  Any fees or other expenses reasonably incurred by FIS in obtaining such licenses shall be paid by FNT as a Pass-Through Expense.


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