Exhibit 10.11
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COMPREHENSIVE PREFERRED ESCROW AGREEMENT
between
DSI TECHNOLOGY ESCROW SERVICES, INC.
and
INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession,
and
ARROWHEAD GENERAL INSURANCE AGENCY, INC.
Dated as of May 14, 2002
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COMPREHENSIVE PREFERRED ESCROW AGREEMENT
THIS COMPREHENSIVE PREFERRED ESCROW AGREEMENT (this "Agreement") is
effective May 14, 2002 (the "Effective Date"), among DSI Technology Escrow
Services, Inc. ("DSI"), INSpire Insurance Solutions, Inc. ("Depositor") and
Arrowhead General Insurance Agency, Inc., Inc. acting on behalf of itself and
its affiliates, ("Preferred Beneficiary"), who collectively may be referred to
in this Agreement as the "Parties."
A. WHEREAS Depositor and Preferred Beneficiary have entered into a Software
License Agreement dated May 14, 2002 ("License Agreement"), and a
Professional Services Agreement dated May 14, 2002 ("PSA"), wherein
Depositor has licensed its software to Preferred Beneficiary and Depositor
will perform certain support services on such Depositor software for
Preferred Beneficiary;
B. WHEREAS Depositor desires to avoid disclosure of its software except under
certain limited circumstances;
C. WHEREAS the availability of the software of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore,
Preferred Beneficiary needs access to the software under certain limited
circumstances;
D. WHEREAS Depositor and Preferred Beneficiary desire to establish an escrow
with DSI to provide for the retention, administration and controlled access
of the software of Depositor;
E. WHEREAS The parties desire this Agreement to be supplementary to the License
Agreement and the PSA pursuant to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 365 (n);
and
F. WHEREAS, on February 15, 2002, INSpire voluntarily filed a petition for
relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") with the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division (the "Bankruptcy Court"), which is
administered under Case No. 02-41228-DML (the "Bankruptcy Case").
ARTICLE I
DEPOSITS
1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the
parties, Depositor shall deliver to DSI the object code and the source code for
the latest version of Depositor's software incorporated in the System (as
defined in and required by the License Agreement ) in use by Preferred
Beneficiary ("Deposit Materials") as identified on Exhibit A. Exhibit A is to be
prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no
obligation with respect to the preparation, signing or delivery or Exhibit A.
1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete Exhibit
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B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. The Exhibit B must be signed by
Depositor and delivered to DSI with the Deposit Materials. Unless and until
Depositor makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the deposit account as required in Section 2.2 below.
1.3 Deposit Inspection. When DSI receives the Deposit Materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Deposit Materials to the item
descriptions and quantity listed on the Exhibit B. In addition the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
Deposit Materials in accordance with Section 1.6 below.
1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit
Materials have been received and accepted by DSI.
1.5 Depositor's Representations. Depositor represents as follows:
(a) Depositor lawfully possesses all of the Deposit Materials deposited
with DSI;
(b) With respect to all the Deposit Materials, Depositor has the right
and authority to grant to DSI and Preferred Beneficiary the rights as provided
in this Agreement;
(c) The Deposit Materials are not subject to any lien or other
encumbrance;
(d) The Deposit Materials consist of the object code and source code
for the latest version of Depositor's software incorporated in the System (as
defined in the License Agreement) in use by Preferred Beneficiary , as
identified in the License Agreement or Exhibit A, as the case may be; and
(e) The Deposit Materials are readable and useable in their current
form, or, if any portion of the Deposit Materials are encrypted, the decryption
tools and decryption keys have also been deposited.
1.6 Verification. DSI shall perform a Level I verification of the Deposit
Materials upon the initial deposit and for each update. A verification
determines, in different levels of detail, the accuracy, completeness,
sufficiency and quality of the Deposit Materials. A Level I verification is
defined as follows: DSI will cause a technically qualified DSI employee to
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evaluate the Deposit Materials in order to identify (a) the hardware and
software configurations reasonably necessary to maintain the Deposit Materials;
(b) the hardware and software configurations reasonably necessary to compile the
Deposit Materials; and (c) the compilation instructions. DSI will then prepare
and deliver to Depositor and Preferred Beneficiary, within 10 business days, a
report describing the information so identified. It shall be the responsibility
of the Depositor, and not DSI, to ensure that the Deposit Materials contain the
information so identified in DSI's report, as well as any other information that
may be required in the License Agreement.
Preferred Beneficiary shall have the right, at Preferred Beneficiary's
expense, to cause higher levels of verification of any Deposit Materials.
Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's
request for verification. Depositor shall have the right to be present at the
verification. If a verification is elected after the Deposit Materials have been
delivered to DSI, then only DSI, or at DSI's election an independent person or
company selected and supervised by DSI, may perform the verification.
1.7 Deposit Updates. Notwithstanding anything to the contrary set forth in
the License Agreement or the PSA, Depositor, at its own expense, shall update
the Deposit Materials within (a) sixty (60) days of the material modification of
the software incorporated in the System in use by Customer; but in any event
Depositor shall make one deposit per calendar quarter during the term of this
Agreement; or (b) Depositor's delivery of each release of a new version of the
software that are subject to the License Agreement. All deposit updates shall be
listed on a new Exhibit B and new Exhibit B shall be signed by Depositor. Each
Exhibit B will be held and maintained separately within the escrow account. An
independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates shall be in accordance with
Sections 1.2 and 1.6 above. All references in this Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.
DSI shall notify Depositor in writing semi-annually of Depositor's
obligation to make updated deposits. Within 30 days of receipt of each such
notice, Depositor shall certify in writing to DSI that it has made the updated
deposits as required in the immediately preceding paragraph. After the 30 days,
DSI shall notify Preferred Beneficiary that (a) DSI has received an updated
deposit from Depositor, or (b) no response has been received from Depositor.
Unlimited deposit updates and two storage units are included in the fees for
this Agreement.
1.8 Removal of Deposit Materials. The Deposit Materials may be removed
and/or exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.
ARTICLE II
CONFIDENTIALITY AND RECORD KEEPING
2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility that is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
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DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be required
to disobey any court or other judicial tribunal order. (See Section 7.5 below
for notices of requested orders.)
2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.
2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.
ARTICLE III
GRANT OF RIGHTS TO DSI
3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the software and other materials are written or stored. However this
transfer does not include the ownership of the software (including without
limitations all updates, new releases, enhancements, modifications and
improvements thereto) and other materials contained in the media, such as any
copyright, trade secret, patent or other intellectual property rights.
3.2 Right to Make Copies. DSI shall have the right to make copies of the
Deposit Materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI. With all Deposit
Materials submitted to DSI, Depositor shall provide any and all instructions as
may be necessary to duplicate the Deposit Materials including but not limited to
the hardware and/or software needed.
3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right
to transfer the Deposit Materials to Preferred Beneficiary upon any release of
the Deposit Materials for use by Preferred Beneficiary in accordance with
Article IV. Except upon such a Release Event as provided in this Agreement, DSI
shall not transfer the Deposit Materials.
ARTICLE IV
RELEASE OF DEPOSIT
4.1 Release Event. As used in this Agreement, "Release Event" shall mean one
or more of the following events:
(a) Depositor's uncured breach of the License Agreement and/or the PSA
pursuant to the terms set forth in those agreements;
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(b) Depositor's bankruptcy or business failure other than the
Bankruptcy Case or the Bankruptcy Case is converted to a case under Chapter 7 of
the Bankruptcy Code, or in the event that Depositor ceases or is unable or
unwilling to support or maintain the software contained in the Deposit Materials
as required in the License Agreement and/or the PSA; or
(c) the expiration of the PSA on December 31, 2008, or an earlier
termination of the PSA, which termination does not involve an uncured breach on
the part of Preferred Beneficiary.
4.2 Filing For Release of Deposit by Preferred Beneficiary. If Preferred
Beneficiary believes in good faith that a Release Event has occurred, Preferred
Beneficiary will provide DSI and Depositor with written notice of the occurrence
of a Release Event and will provide a written notice to DSI for the release of
the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy of
the notice to Depositor by commercial express mail.
4.3 Contrary Instructions. From the date DSI mails the notice for release of
the Deposit Materials, Depositor shall have ten business days to deliver to DSI
contrary instructions. "Contrary Instructions" shall mean the written
representation by Depositor that a Release Event has not occurred or has been
cured. Upon receipt of Contrary Instructions, DSI shall send a copy by
commercial express overnight mail to Preferred Beneficiary that there is a
dispute to be resolved pursuant to the dispute resolution section (Section 7.3)
of this Agreement. Subject to Section 5.2 hereof, DSI will continue to store the
Deposit Materials without release pending (a) joint instructions from Depositor
and Preferred Beneficiary; (b) resolution pursuant to the dispute resolution
provisions; (c) an order of a court; (d) receipt by DSI of an Affidavit from
Preferred Beneficiary confirming the expiration of the PSA on December 31, 2008
or an earlier termination of the PSA for a reason other than an uncured breach
on the part of Preferred Beneficiary; or (e) receipt by DSI of an Affidavit from
Preferred Beneficiary, within fifteen days after DSI mails to Preferred
Beneficiary a copy of the Contrary Instructions received from Depositor, stating
that Depositor failed to cure a breach of Depositor's obligations as set forth
in the License Agreement and/or the PSA (the "Affidavit"). Upon receipt of such
Affidavit, DSI shall release the Deposit Materials to the Preferred Beneficiary.
In the event that the Depositor believes that the Affidavit from Preferred
Beneficiary has been improperly delivered and/or the Deposited Materials
improperly released, Depositor shall have full recourse to all the expedited
remedies provided for in Section 7.3 of this Agreement. DSI shall have no
obligation to determine independently whether a Release Event occurred and shall
have no right to refuse to deliver the Deposit Materials, however, DSI shall not
be required to disobey a court order. DSI shall be required only to verify that
the Affidavit purports to have been executed by the Preferred Beneficiary.
4.4 Release of Deposit. If DSI does not receive Contrary Instructions from
the Depositor, DSI is authorized to release the Deposit Materials to the
Preferred Beneficiary or, if more than one beneficiary is registered to the
deposit, to release a copy of the Deposit Materials to the Preferred
Beneficiary. However, DSI is entitled to receive any reasonable fees due DSI
before making the release. Any copying expense in excess of three hundred
dollars ($300.00) will be chargeable to Preferred Beneficiary.
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4.5 Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
IV, Preferred Beneficiary shall have the right to (a) install and operate the
object code version of Depositor's software incorporated in the System at any
location for the sole purpose of continuing the benefits afforded to Preferred
Beneficiary by the License Agreement; and (b) install and use the source code
version of Depositor's software incorporated in the System at any location for
the sole purpose of continuing the benefits afforded to Preferred Beneficiary by
the License Agreement. Subject to the express license granted in this Section
4.5 of this Agreement and the License Agreement, Depositor retains all right,
title and interest in and to its proprietary software, including without
limitation, all updates, new releases, enhancements, modifications and
improvements thereto, whether made by Depositor or Customer, and all copyright,
trade secret, patent or other intellectual property rights therein. Preferred
Beneficiary shall be obligated to maintain the confidentiality of the released
Deposit Materials.
ARTICLE V
TERM AND TERMINATION
5.1 Term of Agreement. The initial term of this Agreement is for a period of
one year. Thereafter, this Agreement shall automatically renew from year to year
unless sooner terminated upon: (a) Depositor and Preferred Beneficiary's joint
written instruction to DSI that the License Agreement and/ or the PSA has been
terminated; or (b) termination of this Agreement by DSI for nonpayment in
accordance with Section 5.2. If the Deposit Materials are subject to another
escrow agreement with DSI, DSI reserves the right, after the initial one year
term, to adjust the anniversary date of this Agreement to match the then
prevailing anniversary date of such other escrow arrangements.
5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed
to DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within thirty (30) days of the date of such notice of delinquency, then DSI
shall have the right to terminate this Agreement at any time thereafter by
sending written notice of termination to all parties. DSI shall have no
obligation to take any action under this Agreement so long as any payment due to
DSI remains unpaid.
5.3 Disposition of Deposit Materials Upon Termination. Upon termination of
this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit
Materials in accordance with Depositor's instructions. If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or
return them to Depositor. DSI shall have no obligation to return or destroy the
Deposit Materials if the Deposit Materials are subject to another escrow
agreement with DSI.
5.4 Survival of Terms Following Termination. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:
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(a) Depositor's Representations (Section 1.5);
(b) The obligations of confidentiality with respect to the
Deposit Materials;
(c) The rights granted in the sections entitled Right to
Transfer Upon Release (Section 3.3) and Right to Use Following Release
(Section 4.5), if a release of the Deposit Materials has occurred prior
to termination;
(d) The obligation of Preferred Beneficiary to pay DSI any
reasonable fees and expenses due and related to this Agreement;
(e) The provisions of Article 7; and
(f) Any provisions in this Agreement which specifically state
they survive the termination or expiration of this Agreement.
(g) The automatic stay under the Bankruptcy Code will not in
any way limit or restrict Customer from exercising its rights or
remedies upon expiration or termination of this Agreement.
ARTICLE VI
DSI'S FEES
6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. The parties agree that the Preferred
Beneficiary shall be solely responsible for any and all reasonable DSI fees (not
including any amount paid to DSI pursuant to Section 7.2 below) incurred with
respect to this Agreement. DSI shall notify the Preferred Beneficiary at least
60 days prior to an increase in fees. For any service not listed on DSI's
standard fee schedule, DSI will provide a quote prior to rendering the service,
if requested.
6.2 Payment Terms. DSI shall not be required to perform any service unless
the payment for such service and any outstanding balances owed to DSI are paid
in full. Fees are due upon receipt of a signed contract or receipt of the
Deposit Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.
ARTICLE VII
LIABILITY AND DISPUTES
7.1 Right to Rely on Instructions. DSI may act in reliance on the
instructions of a Party only if such instructions are from a Designated
Representative of a party. The Designated Representatives of Depositor are the
Chief Executive Officer and the Chief Technical Officer. The Designated
Representatives of Preferred Beneficiary are the Chief Executive Officer or the
Chief Information Officer. A party may change their Designated Representative or
any of them by delivering to DSI and the other party hereto a written notice
signed by one the then Designated Representatives. No other agent or employee,
other that a Designated Representative, shall have the power to bind a party
hereto.
7.2 Indemnification. DSI shall be responsible to perform its obligations
under this Agreement and to act in a reasonable and prudent manner with regard
to this escrow arrangement. Provided DSI has acted in the manner stated in the
preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify,
defend and hold harmless DSI from any and all claims, actions, damages,
arbitration fees and expenses, costs, attorneys' fees and other liabilities
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("Liabilities") incurred by DSI relating in any way to this escrow arrangement
unless such Liabilities were caused solely by the negligence or willful
misconduct of DSI.
7.3 Dispute Resolution. Except as may be otherwise required by the U.S.
Bankruptcy Code or any order of a court in which a proceeding under that Code
respecting any of the parties is pending, any dispute relating solely to whether
a Release Event has occurred shall be resolved by Expedited Arbitration under
the Commercial Rules of the American Arbitration Association. Three Arbitrators
shall be selected. The Depositor and Preferred Beneficiary shall each select one
arbitrator and the two chosen arbitrators shall select the third arbitrator, or
failing agreement on the selection of the third arbitrator, The American
Arbitration Association shall select the third arbitrator. However, if DSI is a
party to the arbitration, DSI shall select the third arbitrator. For purposes of
this section 7.3, "Expedited Arbitration" shall mean the parties agree to use
commercially reasonable efforts to conduct arbitration within fifteen (15) days
of selection of arbitrators pursuant to this section. Arbitration will take
place at a neutral location outside the States of California and Texas as
mutually agreed upon by the Depositor and Preferred Beneficiary. In the event a
neutral location cannot be agreed by the Depositor and the Preferred Beneficiary
within thirty (30) days, the arbitration will take place in Albuquerque, New
Mexico. Any court having jurisdiction over the matter may enter judgment on the
award of the arbitrator(s). Service of a petition to conform the arbitration
award may be made by First Class mail or by commercial express mail, to the
attorney for the party or, if unrepresented, to the party at the last known
business address.
7.4 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of Delaware, without regard to its
conflict of law provisions.
7.5 Notice of Requested Order. If any party intends to obtain an order from
the arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking any action, that party shall:
(a) Give DSI at least two business days' prior notice of the hearing;
and
(b) Ensure that DSI not be required to deliver the original (as opposed
to a copy) of the Deposit Materials if DSI may need to retain the original
in its possession to fulfill any of its other duties.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement, which includes the Exhibits described
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License
Agreement and the PSA between Depositor and Preferred Beneficiary and has no
knowledge of any of the terms or provisions of any such License Agreement and
the PSA. DSI's only obligations to Depositor or Preferred Beneficiary are as set
forth in this Agreement. No amendment or modification of this Agreement shall be
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valid or binding unless signed by all the parties hereto, except that Exhibit A
need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary
and Exhibit C need not by signed.
8.2 Notices. All notices, invoices, payments, deposits and other documents
and communications shall be given to the parties at the addresses specified in
the attached Exhibit C. It shall be the responsibility of the parties to notify
each other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail. Any correctly addressed
notice that is refused, unclaimed, or undeliverable because of an act or
omission of the party to be notified shall be deemed effective as of the first
date that said notice was refused, unclaimed, or deemed undeliverable by the
postal authorities, messenger, or overnight delivery service.
8.3 Severability. In the event any provision of this Agreement is found to
be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity of
this Agreement nor the remaining provisions herein, and the provisions in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.
8.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.
8.5 Regulations. Depositor is responsible for and warrant compliance with
all applicable laws, rules, and regulations, including but not limited to
customs laws, import, export, and re-export laws and government regulations of
any country from or to which the Deposit Materials may be delivered in
accordance with the provisions of this Agreement.
8.6 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original, and all such counterparts shall
constitute but one instrument.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and delivered by a duly authorized officer as of the Signing Date.
INSPIRE INSURANCE SOLUTIONS, INC.,
Debtor and debtor-in-possession ARROWHEAD GENERAL INSURANCE AGENCY, INC.
(Depositor) (Preferred Beneficiary)
By:________________________ By:___________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President & CEO President & CEO
DSI TECHNOLOGY ESCROW SERVICES, INC.
By:________________________________
Name:______________________________
(Printed)
Title:_______________________________
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EXHIBIT A
MATERIALS TO BE DEPOSITED
Account Number
Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the current object code and source code versions of the
following software components:
o The most recent version of the Windows into Property & Casualty (WPC)
System currently being used at the INSpire West facility in San Diego, CA
("INSpire West") to process Customer's personal automobile, commercial
general liability and commercial automobile and commercial inland marine
policies and claims. If it is not currently being used at INSpire West,
then the most recent version.
o Base Visual Rater (VR) System currently being used at INSpire West. If it
is not currently being used at INSpire West, then the most recent version.
o Base Underwriting Expert System (UES) currently being used at INSpire West.
If it is not currently being used at INSpire West, then the most recent
version.
o Base Policy Set Production (PSP) currently being used at INSpire West. If
it is not currently being used at INSpire West, then the most recent
version.
o Base Ordering and Receiving System (OARS) currently being used at INSpire
West. If it is not currently being used at INSpire West, then the most
recent version.
o Base eINSpire System currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
o Base I/O Imaging System currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
o Base EmPOWER for WPC System currently being used at INSpire West. If it is
not currently being used at INSpire West, then the most recent version.
o Workflow Manager currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
o Service Manager currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
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o Carrier Agency Reconciliation System (CARS) for WPC System currently being
used at INSpire West. If it is not currently being used at INSpire West,
then the most recent version.
o APPS for WPC System currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
o MAS 90 for WPC System currently being used at INSpire West. If it is not
currently being used at INSpire West, then the most recent version.
o Visual Rater currently being used at INSpire West. If it is not currently
being used at INSpire West, then the most recent version.
o Transfluent currently being used at INSpire West. If it is not currently
being used at INSpire West, then the most recent version.
o All programs relating to ISO reporting.
o The "old" policy administration system (referred to as "legacy system")
which includes; Cash Machine, Arrowbind, Homebase, Arrowstat, Electronic
Funds Transfer/Credit Card software and Internet Policy Inquiry (IPI).
INSPIRE INSURANCE SOLUTIONS, INC.,
Debtor and debtor-in-possession ARROWHEAD GENERAL INSURANCE AGENCY, INC.
(Depositor) (Preferred Beneficiary)
By:________________________ By:___________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President & CEO President & CEO
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EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Depositor Company Name: INSpire Insurance Solutions, Inc.
Account Number _____________________
Product Name Version ______________________
(Product Name will appear as Exhibit B Name on Account History report)
DEPOSIT MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item
Disk 3.5" or ____
DAT tape ____mm
CD-ROM
Data cartridge tape ____
TK 70 or ____ tape
Magnetic tape ____
Documentation
Other ______________________
PRODUCT DESCRIPTION:
Environment _____________________________
DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted? Yes/No If yes, please include
any passwords and the decryption tools.
Encryption tool name____________________________________ Version
Hardware required
Software required
Other required information_____________________________________________________
I certify for Depositor that the DSI has inspected and accepted
above described Deposit Materials the above materials (any
have been transmitted to DSI: exceptions are noted above):
Signature: Signature:
---------------------- --------------------
Print Name: Print Name:
--------------------- -------------------
Date: Date Accepted:
--------------------------- ----------------
Exhibit B:
--------------------
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EXHIBIT C
DESIGNATED CONTACT
Account Number:
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----------------------------------------------- --------------------------------------------------------------------------
Depositor's Information: Notices, deposit material returns and communications
to Depositor should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name: INSpire Insurance Solutions, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
----------------------------------------------- --------------------------------------------------------------------------
Contact Name(s): ▇▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Contact Phone #: 817.348.3248 and/or 817.348.3234
----------------------------------------------- --------------------------------------------------------------------------
Contact Fax #: 817.348.3764
----------------------------------------------- --------------------------------------------------------------------------
Contact E-Mail Address: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and/or ▇▇▇▇▇@▇▇▇▇.▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Invoices to Depositor should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name: N / A
----------------------------------------------- --------------------------------------------------------------------------
Address: N / A
----------------------------------------------- --------------------------------------------------------------------------
N / A
----------------------------------------------- --------------------------------------------------------------------------
Contact Name: N / A
----------------------------------------------- --------------------------------------------------------------------------
Contact Phone #: N / A
----------------------------------------------- --------------------------------------------------------------------------
P.O.# (if required): N / A
----------------------------------------------- --------------------------------------------------------------------------
Beneficiary's Information: Notices and communications to Preferred Beneficiary should be addressed
to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name: Arrowhead General Insurance Agency, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
----------------------------------------------- --------------------------------------------------------------------------
Contact Name(s): ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel
----------------------------------------------- --------------------------------------------------------------------------
Contact Phone #: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Contact Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Contact E-Mail Address: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
15
EXHIBIT C
DESIGNATED CONTACT
Account Number:
-----------------------------------------------------------------
Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.
----------------------------------------------- --------------------------------------------------------------------------
DSI's Information: Contracts, Deposit Materials and notices should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name: DSI Technology Escrow Services, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Attn: Contract Administration
----------------------------------------------- --------------------------------------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Phone #: 858.499.1600
----------------------------------------------- --------------------------------------------------------------------------
Fax #: 858.694.1919
----------------------------------------------- --------------------------------------------------------------------------
Contact E-Mail Address: ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Invoice inquiries and fee
remittances should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name: DSI Technology Escrow Services, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Attn: Account Receivables
----------------------------------------------- --------------------------------------------------------------------------
Address: ▇▇ ▇▇▇ ▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Phone #: 858.499.1636
----------------------------------------------- --------------------------------------------------------------------------
Contact Phone#: 858.499.1937
----------------------------------------------- --------------------------------------------------------------------------
Sales Representative: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
Representative's Phone #: 972.373.8844
----------------------------------------------- --------------------------------------------------------------------------
Representative's E-Mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
----------------------------------------------- --------------------------------------------------------------------------
16