EXHIBIT 10(iii)
AGREEMENT FOR INFORMATION MANAGEMENT SERVICES
BETWEEN
THE AETNA CASUAL AND SURETY COMPANY,
AETNA TECHNICAL SERVICES, INC.
AND
CORPORATE SYSTEMS
AGREEMENT NO.
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DATED December 16, 1987
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* Certain portions of this contract have been redacted for confidentiality.
Redacted portions are marked [ ]. The registrant has filed the redacted
portions with the SEC as required pursuant to Rule 406.
Agreement For Information Management Services Page 2
AGREEMENT FOR COMPUTER SERVICES
THIS AGREEMENT FOR INFORMATION MANAGEMENT SERVICES (hereinafter referred to
as "Agreement") entered into as of the 16th day of December, 1987 and between
Corporate Systems, a Texas Limited Partnership, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "CS") and The AEtna Casualty and Surety Company, and
AEtna Technical Services, Inc. (the later two entities are hereinafter
referred to as "AEtna)
WITNESSETH:
In consideration of the mutual covenants set forth herein, the parties here
agree as follows:
1. DESCRIPTION OF PROPERTY AND SERVICES
Corporate Systems (CS) shall provide computer property, communication
lines and access to program libraries and data files to operate an
information management service for AEtna's National Accounts
Department. CS program libraries and data files available for
information management service use are set forth in current
publications, documentation and supplemental product announcements.
AEtna shall own all property rights of the data contained in the
services included in this Agreement. CS employees, officers, partners,
or customers may not use AEtna data for any purpose without the
specific written consent of AEtna.
At the discretion of AEtna, other customer reporting and internal
information management services may be implemented under this
Agreement.
2. CONTRACT TERMS AND RENEWAL OPTIONS
2.1 Term of Contract
The initial term of this Agreement (the "initial Term") shall be
for ten (10) years. AEtna shall have an option to renew this
Agreement under the same terms and conditions set forth herein
for two additional five (5) year terms (the "Option Terms") by
giving CS at least thirty (30) days advance written notice prior
to the end of the Initial Term, or the first Option Term.
2.2 Adjustment in Software and Management Fee
Software and Management fees as defined in Section 3.2.1E may be
increased by CS at the end of the first two (2) years of the
Agreement and each succeeding two (2) years up to a percentage
equal to the lesser of: (a) ten percent, or the percentage
increase in the National Consumer Price Index during the
preceeding two (2) years.
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SYSTEMS
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Increases or decreases to Software and Management fees may be proposed
in writing by either AEtna or CS up to sixty (60) days prior to the next
fee adjustment date to become effective on the next yearly anniversary
date. Both AEtna and CS shall negotiate such proposals in good faith.
Failure to reach agreement on a proposal to increase or decrease fees
within sixty (60) days of the delivery of the proposal shall not
invalidate or terminate this Agreement and the software and management
fee then in effect shall remain in effect for the succeeding year.
3. FINANCIAL CONSIDERATIONS
3.1 Program Fee - Information Management Service
Selected modules of CS on line and batch programs shall be designated by
AEtna for modification to fit AEtna data file requirements in the operation
of the information management service. A program fee to utilize these
programs for the term of the Agreement, and renewals thereof, [ ]
3.2 Service Operations And Report Production Costs
CS and AEtna will agree upon a costing arrangement which will allow
flexibility in budgeting and funding operating expenses while allowing CS
to recover direct and indirect costs of operating the information
management service in accordance with the budget as annually approved by
AEtna.
3.2.1 Direct and Indirect Expense Definitions
A. DIRECT EXPENSE
Salaries: CS personnel assigned full time to AEtna's
account may include system managers, customer
service personnel, programmers, and other direct
personnel assigned full time at AEtna request.
Salary expense shall include all payroll taxes,
employee benefits, and profit sharing expenses.
Crossover Time: CS personnel assigned on an occasional
part-time basis at the request of AEtna may include
CS management, installation and training specialists,
and other staff at the request of AEtna. Crossover
time is billed at 75% of the then current, published
hourly CS personnel billing rates.
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SYSTEMS
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Agreement For Information Management Services Page 4
Travel Expense: Reasonable and verified actual cost for AEtna
approved travel.
Supplies & Miscellaneous: Reasonable and verified actual cost for
office supplies and equipment and other miscellaneous expenses
directly used in performance of work for AEtna.
Telephone: Reasonable and verified long-distance charges for
calls in performance of work for AEtna.
B. ALLOCATED EXPENSE
Allocated expense will be budgeted annually and billed monthly
based upon actual costs for the categories listed below. The
allocated expense charge is computed by dividing the
total amount of all Corporate Systems allocated expense
by the total number of claims and policies on the
Corporate Systems data base as of the end of the month.
This computed claim/policy rate is then multiplied by
the total number of claims/policies which AEtna has on
the data base at the same date. Categories of allocated
expense are:
Salary expense for system software management and
programmers, application programmers and management,
computer operations management and operators, tape
exchange processing department, and financial records
and administration department
Computer equipment and system software rental and
amortization expense.
Computer forms and supplies,
Building and furniture and equipment rent and
amortization expense.
Casualty and property insurance expense.
Building utilities.
Interest expense on building and equipment.
Telephone equipment rental and amortization.
Legal and accounting expense.
Personal and real property taxes
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C. REPORT PRINTING & MAILING
Report assembly, binding, and shipping costs are allocated on a per-
printed-page basis plus actual shipping and mailing costs.
D. COMMUNICATION COSTS
CS operates its data network on an at-cost basis for all clients.
Rates for direct lines and CS Local dial-up services are reviewed
regularly by Project Managers.
E. SOFTWARE USAGE AND INFORMATION SERVICE MANAGEMENT FEES
Compensation for use of CS software and information services
management is calculated on a sliding scale of rates per claim/
policy in AEtna data base at the end of each month. A minimum
software and management fee [ ]
3.2.2 Funding of Operating and Management Fees
Operating costs and management fee expenses are paid on the 10th
of each month based upon monthly accruals of estimated annual
budget requirements approved by AEtna with quarterly adjustments
to true-up the estimate. Detailed operating statements and
management reports shall be provided to AEtna on a monthly basis.
3.3 AEtna Designates Information Management Services
CS shall serve AEtna customers in an information services support role only
under the management and control of AEtna. AEtna retains the rights to
continue or to terminate services to selected AEtna customers throughout
the term of this Agreement.
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AEtna shall exercise the right to designate levels of information services
CS provides to AEtna customers. Service levels include, but are not limited
to, the times of day or night AEtna data bases are available.
4. INFORMATION SERVICE PROJECT MANAGEMENT AND STAFF
4.1 Project Managers
CS and AEtna shall each appoint a Project Manager, who shall have the
authority and responsibility to provide management decisions for his/her
respective company provided, the AEtna Project Manager shall have the
ultimate authority in all matters relating to means and methods to
accomplish marketing, public relations, the setting of objectives and all
other administrative or operating aspects relating to the services provided
hereunder.
4.2 General Staffing
Both AEtna and CS will furnish the staff necessary to accomplish the level
of professional service required by this Agreement.
On occasion, it may be mutually advantageous for certain CS employees to
work on the AEtna's project on a temporary part-time basis (cross-over
staff). In this event, accurate time records shall be kept and expense
allocated accordingly.
5. RIGHTS TO CORPORATE SYSTEMS TECHNOLOGY
5.1 All Operations Under Corporate Systems Name
Operations of the information management service shall at all times be
conducted under the name Corporate Systems and all output reports will
clearly indicate the name Corporate Systems.
5.2 AEtna Systems and Additional Products
In the event AEtna develops additional products which are to be operated by
CS under this agreement, these products will be defined in writing in the
development stage by the Project Managers and retained exclusively for use
by AEtna and owned by AEtna.
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SYSTEMS
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5.3 Corporate Systems General Enhancements
General enhancements, fixes, and upgrades to the total CS package of
services will be made available at no additional charge to AEtna at the
same time they are released to other customers of CS.
5.4 No Transfer of Corporate Systems Technology
Corporate Systems shall not, either directly or indirectly, transfer its
technology to AEtna during the term of this Agreement except under the
specific conditions defined in Section 7.8 Business Termination.
6. EXISTING CS/AETNA ACCOUNTS - OTHER ACCOUNTS NON-AETNA
COVERAGES
6.1 Explanation of Current Service Relationships [ ]
6.2 Other Accounts Non-AEtna Coverages
In the event accounts receiving risk information services through
AEtna's agreement choose to add non-AEtna coverages directly with CS,
CS will provide AEtna the same price quotation which it delivers to
the AEtna account.
7. MISCELLANEOUS
7.1 Performance by Corporate Systems
CS warrants that the services it will perform pursuant to this Agreement
and any products or materials delivered shall be of the highest
professional standards and shall meet any specifications agreed to by the
parties prior to performance.
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7.2 Indemnification
7.2.1 Negligent or Wrongful Acts
Each party shall indemnity the other, except as otherwise provided
herein, against all loss, cost or liability including reasonable
attorney's fees which the other party may incur as a result of any
negligent or wrongful act of the other party, its agents, employees,
partners officers.
7.2.2 CS Conflict With Other Customers
CS shall indemnify AEtna against any loss, cost or liability including
reasonable attorney's fees which AEtna may incur as a result of early
termination of this Agreement resulting from any conflict between CS
and any of its other customers.
7.2.3 Patent and Copyright Indemnification
CS agrees, at its own expense, to hold AEtna harmless and to defend,
or settle at its option, any action at law against AEtna arising from
a claim that AEtna's use of the product(s) and services provided under
this Agreement when used within the scope of this Agreement infringe
any patent, trade secret, copyright or other proprietary right. CS
shall control the defense of any suit, including appeals, and all
negotiations to effect settlement.
7.3 Confidentiality
All information and data under this Agreement or in connection therewith
communicated by one party to the other, shall for the duration of this
Agreement and thereafter be treated by the respective recipient of such in-
formation and data in the strictest confidence and shall not disclose such
in-formation and data to others, except as may be required by law, for
accounting purposes, or in respect of regulatory requirements beyond the
reasonable control of the party in question.
Should AEtna disclose to CS certain information which is proprietary to
AEtna and/or its affiliated companies, or should CS learn of Aetna
proprietary information, CS covenants that such proprietary information
will be protected, and CS agrees not to sell or disclose such information
to any third party, or use such proprietary information for any purpose
other than specifically provided for in this Agreement. Such proprietary
information shall include the business affairs and procedures of AEtna and
its affiliated companies and all information and data developed and
delivered under this Agreement.
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7.4 No Subcontract
CS shall not subcontract nor permit anyone other than its personnel to
perform any of the work service, or other performance required under this
Agreement without the prior written consent of AEtna.
7.5 Right to Audit
CS shall keep and make available for audit and inspection during normal
business hours, by AEtna or its agents, all equipment, facilities,
documents, books, and records specifically involving the costs, expenses,
and operations associated with this Agreement, including time sheets of
CS's staff, substantiating the costs of any and all expenditures and
receipts.
7.6 Termination
7.6.1 Ordinary Termination
AEtna may terminate this Agreement at any time with sixty (60) days
prior written notice to CS.
7.6.2 Termination For Uncured Breach of Agreement
In the event either party breaches any term or provision of this
Agreement and such breach remains uncured for thirty (30) days
following receipt of written notice from the other party, then the
nondefaulting party may, at its option, terminate this Agreement.
7.6.3 Orderly Termination
Upon any termination of this Agreement, each party shall forthwith
return to the other all papers, materials, and other properties of the
other held by each for purposes of performance under this Agreement.
In addition, each party shall assist the other party in orderly
termination of this Agreement and the transfer of all aspects hereof,
tangible and intangible, as may be necessary for the orderly,
nondistupted business continuation of each party.
7.7 Consistency Of Operations Of The Essence
CS's consistent operations of the information management service are of the
essence to AEtna. CS stipulates that in the event of any management change
occasioned by merger, buy-out, transfer, or sale of CS ownership units, the
new operating management or ownership must agree to assume CS's obligations
as defined under this contract at the same operating terms and financial
considerations.
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SYSTEMS
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7.8 Business Termination - Technology Transfer to AEtna
In the event that CS shall cease conducting business in the normal course,
become insolvent, make a general assignment for the benefit of creditors,
suffer or permit the assignment of a receiver for its business or assets,
or shall avail itself of, or become subject to, any proceeding relating to
insolvency or the protection of rights of creditors, then (at the option of
Aetna) this Agreement shall immediately terminate and any property or
rights of AEtna, tangible or intangible, shall forthwith be returned to
AEtna.
In addition, it is agreed that all necessary computer programs, source code
(which will include, but not be limited to, program source code, analysis
and design specs, data base layouts (physical and logical), file layouts,
job control language with procs and sysin, data base and file data, and
operating manuals and procedures pertinent to AEtna) data files, training
and documentation manuals and other property necessary to the operation of
the information management service be transferred to AEtna and placed on
computers of AEtna's choice. It is further agreed that compensation for all
necessary computer programs shall be equal to the immediately preceding 6
months of software and management fees.
AEtna may offer employment to CS employees who operated the information
management service.
7.9 Force Majeure
Neither party shall be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include but not be
limited to acts of nature, strike, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication
line failures, power failures, earthquakes, or other disasters. AEtna shall
have the right, however, to cancel this Agreement without penalty after a
delay of forty-five (45) days due to such acts.
7.10 Status of Employees
Each party shall at all times be the employer of its personnel engaged in
the performance of this Agreement. Such employees shall not be considered
to be the agents or employees of the other in any respect. Each party shall
arrange directly with such employees for all salary and other payments and
for collection and reporting of all taxes, Social Security and pensions.
Each party shall provide reasonable amounts of liability insurance covering
such employees for damages caused, or contributed to, by its employees, and
provide all medical coverage, unemployment insurance, and workmen's
compensation insurance and other coverage required by any applicable law or
regulation. Each party, if requested by the other, shall provide the other
with Cer-
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tificates of Insurance and copies of policies of insurance reflecting this
coverage.
7.11 Compliance With All Laws
Each party agrees that it shall perform its obligations hereunder in
accordance with all applicable laws, rules, and regulations now or
hereafter in effect. If any term or provision of this Agreement shall be
found to be illegal or unenforceable then, notwithstanding, this Agreement
shall remain in full force and effect and such term or provision shall be
deemed stricken.
7.12 Time of the Essence
Time is of the essence as to this Agreement.
7.13 Governing Laws
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
7.14 Use Of Name
Neither party shall use the name of the other in publicity releases,
advertising or similar activity without written consent of the other.
7.15 Dispute Resolution
If a controversy should arise out of this Agreement or the claimed breach
thereof, the individuals executing this Agreement on behalf of each party,
or their respective successors, will attempt to resolve the matter. In the
event that the parties are unable to resolve the dispute through informal
discussion, they will participate in mediation in accordance with the
Center for Public Resources Model Procedure for Mediation of Business
Disputes. In the event that the dispute is not resolved through mediation,
the parties will submit the dispute to arbitration. If the parties are
unable to agree upon such rules and procedures, the arbitration will be
conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Judgement upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
7.16 Headings Not Controlling
Headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
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7.17 All Amendments In Writing
No amendment to this Agreement shall be effective unless it is in writing
and signed by duly authorized representatives of both parties.
7.18 Assignment
AEtna may assign in whole or in part any or all of its rights hereunder to
its parent corporation or affiliates and subsidiaries, but otherwise
neither party shall assign any rights or interest herein without the prior
express written consent of the other.
7.19 Notices
Any notices hereunder shall be in writing and shall be deemed duly given if
mailed to the addressee by Certified or Registered Mail, return receipt
requested, to the addresses herein designate.
If to AEtna: AEtna Casualty and Surety Company
National Accounts Department
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
with copy to: Director - Acquisition Services/CTS, C14D
If to CS: Corporate Systems
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
7.20 Entire Agreement
This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter; all prior agreements, representations,
statements, negotiations, and undertakings are superseded hereby.
7.21 Survival
Upon termination of this Agreement, the obligations set forth in Sections
7.2.1, 7.2.2, 7.2.3, 7.3, 7.5, 7.63, 7.8, 7.10, 7.13, 7.15, and 7.19 shall
survive.
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IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the
day, month, and year written above.
THE AETNA CASUALTY AND SURETY CORPORATE SYSTEMS
COMPANY A Limited Partnership
By: /s/ By: CSC General Partner Inc.
---------------------------- its Sole General Partner
Title: Sr. Vice President By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- -------------------------------
Title: President
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AETNA TECHNICAL SERVICES, INC.
By: /s/
----------------------------
Title: President
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LEADERSHIP IN RISK INFORMATION TECHNOLOGY CORPORATE
SYSTEMS
CORPORATE SYSTEMS, LTD
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1995 Addendum
to
AGREEMENT FOR COMPUTER SERVICES
This Agreement ("Addendum") is between CORPORATE SYSTEMS LTD., a Texas
limited partnership ("CS"), and THE AETNA CASUALTY AND SURETY COMPANY AND
AXIA SERVICE:, INC. (both, "Aetna").
CS and Aetna are parties to the Agreement for Computer Services
effective between them as of December 16, 1987 (the "Existing Agreement"). CS
and Aetna now wish to supplement their Existing Agreement to license
additional software and define support services. If the Existing Agreement
and this Addendum conflict with respect to the license of the additional
software, this Addendum shall control.
PART 1
SYSTEM LICENSE
1.1 LICENSE OF SYSTEM. CS grants to Aetna, and Aetna accepts from CS, a
non-transferable and non-exclusive license (the "License") to use (including
the right to copy for backup purposes) the computer software programs (the
"System") described in the Schedules accompanying this Addendum or which are
added to this Addendum from time to time. This license will terminate when
the support functions described in Section 2.1 terminate.
Aetna may use the licensed System only for the purposes described in the
Schedules and may not use any component of the System for any other purpose.
Aetna may not transfer the System to or allow it to be operated by anyone
other than its authorized employees and by the authorized employees of its
designated customers for Aetna's or such customers' internal use. Customers
of Aetna must obtain the necessary software license from CS to access the
System. If a local area network ("LAN") version of the System becomes available
to Aetna under this Addendum, Aetna shall have the right to use one or more
licensed copies of a multi-user PC program on a LAN in which the copies are
installed on a server and are accessed by workstations comprising the LAN.
Aetna may not remove or alter proprietary notices, logos, or other
distinguishing marks of CS (or of any third party software included in or
as part of the System) on any part of the System, including documentation
and other materials associated with the System.
1.2 PRICE, PAYMENT AND TAXES. Aetna shall pay to CS for the License fees
the amounts on the terms set out in the Schedules. CS will invoice Aetna for
the License fees, Annual Support Fee payments and other amounts payable
hereunder and Aetna shall pay proper invoices within thirty (30) days of
receipt. Aetna shall, in addition to the other amounts payable under this
Addendum, pay all sales and other taxes, federal, state, or otherwise,
however designated, which are levied or imposed by reason of the transactions
contemplated by this Addendum, but not including any taxes based upon CS's
income. Without limiting the foregoing, Aetna must promptly pay to CS any of
such items actually paid, or required to be collected or paid by CS.
AETNA CS KNOWLEDGE PAGE 1
SEPTEMBER 1995
1.3 SYSTEM INSTALLATION. CS shall provide the following services to Aetna
in connection with the installation of the System:
(a) DATA CONVERSION. CS will convert Aetna's data for use in the
System, and will install the converted data in an appropriate CS
computer (the "server") where it may be accessed by the user's PC (the
"client"). CS will ensure that Aetna's data converted from the CS
mainframe to the CS "server" will balance database to database at the
point of staging.
(b) INSTALLATION. Unless otherwise agreed, CS will install the
necessary software part of the System on the PC's designated by Aetna
and will assure that the hardware and software are configured to
properly interface with the System.
(c) TRAINING. CS will train the persons to operate the System who are
designated by Aetna to be users of the System.
1.4 WARRANTY OF SYSTEM. CS warrants for 90 days from the delivery date that
the System will operate in accordance with the then current documentation
provided by CS. If the System fails to so operate, CS will, at its option,
replace the application or make such changes to the System as are necessary
to cause it to conform to the then current System documentation. CS warrants
that it has the right to license the System to Aetna and to its designated
users.
CS warrants that it has successfully tested the System to determine
whether the System contains threats known as software viruses, salamis,
time bombs, logic bombs, Trojan horses, trap doors, or other malicious
computer instructions, intentional devices or techniques that can or were
designed to infect, attack, vandalize, defraud, disrupt, damage or disable a
computer system or any component of such computer system, including its
security or user data (here after "Disabling Devices"). CS further warrants
that the System, as delivered to Aetna, will contain no Disabling Devices to
the best of CS's knowledge. CS will maintain master copies of the System
that are free and clear of Disabling Devices. Upon Aetna's request, CS shall
provide master copies to Aetna for Aetna's comparison with and correction of
copies of the System in Aetna's custody or possession, or, if introduction of
a Disabling Device is traced to the System as delivered to Aetna by CS, CS
shall correct the copies of the System in Aetna's custody or possession.
CS warrants that all Improvements (enhancements, upgrades, new releases)
will be compatible with, the specifications, and will not diminish the
features or functions, of the System as they existed at the time Aetna placed
the order for the System, and that the System will be compatible with the
Aetna computer platforms meeting the minimum hardware and software criteria
set forth at the time that Aetna initially licensed the System. If CS is
unable to meet this warranty due to third party product constraints, or other
causes beyond CS's reasonable control, CS will provide Aetna not less that
six (6) months' notice in advance of release of the incompatible
Improvements. Unless CS notifies Aetna in writing to the contrary, all third
party product which may from time to time be incorporated into the System
will be subject to all of the terms and conditions of this Addendum,
including but not limited to those pertaining to use, restriction on use,
indemnification, warranty and support.
THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CS.
CS MAKES AND AETNA RECEIVES NO OTHER WARRANTY EXPRESSED OR IMPLIED. ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
EXPRESSLY EXCLUDED. CS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS ADDENDUM FOR
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CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBLIITY OF SUCH DAMAGES. LICENSORS OF THIRD PARTY PROGRAMS USED
IN THE SYSTEM SHALL NOT HAVE ANY LIABILITY FOR ANY DAMAGES, WHETHER DIRECT,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL ARISING FROM THE USE OF SUCH LICENSOR'S
PROGRAMS. CS'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE
INITIAL LICENSE FEE PAID BY AETNA UNDER THIS ADDENDUM. THIS EXPRESS WARRANTY
IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF CS FOR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SYSTEM.
The provisions of this Section 1.4 allocate risks under this addendum
between CS and Aetna. CS's pricing reflects this allocation of risk and the
limitation of liability specified herein.
PART 2
SYSTEM SUPPORT
2.1 GENERAL. CS agrees to provide the support functions described in this
Part to Aetna for the term set forth in the Schedules, unless sooner
terminated as provided herein, and for year to year thereafter until either
party gives the other thirty days written notice of termination. Aetna shall
pay CS the Annual Support Fee set out in the Schedules. The Annual Support
Fee payable for the initial year of this Addendum will be prorated to achieve
a January 1 anniversary date and will be payable in monthly increments, due in
advance, upon expiration of the System warranty period. The Annual Support
Fee for each subsequent year will be payable in monthly increments, due in
advance, commencing upon January 1 of each year.
2.2 ENHANCEMENTS AND IMPROVEMENTS. CS will provide enhancements and
improvements in the System from time to time to maintain and enhance the
applicability and competitive marketability of the System. CS will enhance
the System to be compatible with the most current form of computer operating
systems software that is supported by the System at the time of the original
license. CS will use reasonable efforts to furnish these enhancements to
Aetna withing 6 months after the operating system software becomes generally
available. CS will provide all enhancements and improvements to Aetna with
written instructions concerning implementation.
CS is not obligated to provide Aetna new System software which may
result from CS's rewriting the basic software or development of additional
functions. CS alone shall determine whether the work product of CS
constitutes new System software (which will not be provided to Aetna
hereunder) or an improvement or an enhancement of the System (which will be
provided to Aetna). CS software releases that are renumbered or renamed
versions of the System with additional components which were not included in
the System as originally licensed to Aetna will be furnished to Aetna as a
general enhancement to the System, without additional charge, if (i) Aetna
currently receives System support from CS, (ii) the current System licensed
to Aetna no longer supports the most current form of computer operating
system software that it supported at the time of the original license, and
(iii) the new release does support the most current form of such operating
system. CS agrees to negotiate in good faith with Aetna the amount of any
additional license fee, if any, to be paid by Aetna if the new release
incorporates additional third party product which requires an additional
license fee.
PAGE 3
2.3 SUPPORT. CS will provide periodic written or telephone service
instructions and Help Desk support to the users of the System who are trained
pursuant to the Addendum. CS will use reasonable efforts to assist the users
of the system in identifying and detecting problems, errors or malfunctions
arising from use of the System, and, when possibie, to correct such problems,
errors or malfunctions. CS will assist the users of the System by telephone
if problems occur in their operations of the System. CS will provide program
and documentation corrections at no charge for errors in fact. Aetna (or
customer's of Aetna who are designated by Aetna to use the System to access
the customer's policy and claim data included in the database on the CS
server) shall designate a specific person(s) to be trained in the full
operation of the System and to serve as the person(s) authorized to request
support from the Help Desk. The Corporate Systems Help Desk is dedicated to
providing technical support and to tracking reported System problems and
their resolution. The Help Desk is responsible for handling questions
related to the System and other new EDGE products which CS may release. If
excessive training related support calls (more than two hours per user per
month) are made, CS may recommend additional training. Telephone training,
customer site training, CS University training, consultation, custom
documentation, custom programming, and reports done on request by CS, are
available from CS, upon request, at the then current rates published by CS.
Help Desk support is an additional service to that provided by the dedicated
Aetna Unit.
2.4 LIMITATION OF CS OBLIGATIONS. CS shall provide only the services
specified herein and shall have no support service requirements or
obligation, expressed or implied, other than those specifically set forth
herein. The total liability of CS to Aetna arising from or related to its
support services hereunder shall in no event exceed the total amount paid by
Aetna to CS for such support services for the current year.
2.5 OBLIGATIONS OF AETNA. In connection with the maintenance service to be
provided by CS, Aetna will:
(a) Implement and abide by CS's written and telephone service instructions.
(b) Add, at its own expense and in the manner instructed by CS, each error
correction and each enhancement and improvement provided to Aetna by CS. CS
shall not be responsible for failure of any normal function of the System
if such failure would not have occurred had Aetna installed all error
corrections, enhancements and improvements to the System previously provided
to Aetna by CS.
(c) If requested by CS, provide written documentation and details to CS to
substantiate problems and to assist CS in the identification and detection
of problems, errors and malfunctions; and Aetna agrees that CS shall have
no obligation or liability until it has received such documentation and
details from Aetna.
(d) Provide a method whereby CS can remotely access the System installed
under the Addendum and provide a user profile and password for use by CS
for such support which will give CS access to all commands and object
authority in libraries containing the System's software, data files, or
related objects.
(e) Pay or reimburse CS its reasonable (and verified) out-of-pocket
expenses, that are authorized by Aetna in advance, incurred in providing
such support services, including, without limitations, travel, meals,
lodging and local transportation expenses; and all taxes, however
designated, arising from or based upon the support services, or payments
made by CS for such services, including, for example, all applicable sales,
use and excise taxes, but not including any taxes based upon CS's net
income.
AETNA CS KNOWLEDGE PAGE 4
SEPTEMBER 1995
(f) Aetna shall have no liability with respect to its obligations under
this Addendum for consequential, exemplary, or incidental damages even if
it has been advised of the possibility of such damages.
PART 3
GENERAL PROVISIONS
3.1 NON-COMPETE. During the term of the License and for a period of three
years thereafter, Aetna will not, directly or indirectly, market to any party
other than Aetna customers a product competitive with the System or any
application thereof.
3.2 ATTORNEYS' FEES. The prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in any action attempting
to enforce the terms of this Addendum.
3.3 EXCLUSIVE STATEMENT. This Addendum supersedes all prior agreements,
letters of intent, negotiations, representations and proposals, written or
oral. No change or waiver of the provisions of this Addendum shall be valid
or enforceable unless in writing and executed by both parties.
3.4 SEVERABILITY. If any provision of this Addendum shall be held to be
invalid, illegal or unenforceable for any reason, the validity, legality or
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
3.5 BINDING EFFECT. This Addendum shall be bind and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
3.6 EFFECTIVE DATE. This Addendum shall become effective on the date it is
accepted by an authorized officer of CS at its offices in Amarillo, Texas.
3.7 OUT-OF-POCKET EXPENSES. Unless otherwise noted in this Addendum and
Schedules, all reasonable and verifiable out-of-pocket expenses, including
travel, are to be paid by Aetna.
3.8 SCHEDULES AS PART OF THIS ADDENDUM. Any Schedule, whether referred to
herein or executed by both parties and attached to this Addendum after its
effective date, form an integral part of this Addendum. They are by reference
incorporated herein to the same effect as if set out at length. CS and Aetna
acknowledge and agree that this Addendum may be modified, amended or extended
by the addition, deletion or substitution of Schedules, if such Schedules are
executed by both parties.
3.9 GENERAL. This Addendum, all attached Schedules, the documents
incorporated by reference, and the Existing Agreement (with all prior
Addenda) evidences the complete understanding and agreement of the parties
with respect to the subject matter hereof and supersedes and merges any prior
understandings or agreements and this Addendum may not be modified except by
a writing subscribed to by both parties.
3.10 COMPLETE AGREEMENT. Unless changed in this Addendum, the Existing
Agreement remains unchanged and, together with this Addendum (and any prior
Addenda), constitutes the entire Agreement between the parties. Unless the
context otherwise dictates, the Existing Agreement and this Addendum shall be
read as one agreement.
AETNA CS KNOWLEDGE PAGE 5
SEPTEMBER 1995
ACCEPTED BY: ACCEPTED BY:
AETNA CASUALTY & SURETY COMPANY CORPORATE SYSTEMS, LTD.
and AXIA SERVICES, INC. CSC General Partner, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------- -----------------------------------
Name Name
Senior Vice President President & CEO
---------------------------------- -----------------------------------
Title Title
10-1-95 10-7-95
---------------------------------- -----------------------------------
Date Date
AETNA CS KNOWLEDGE PAGE 6
SEPTEMBER 1995
CORPORATE SYSTEMS, LTD.
------------------
1995 Addendum
to
AGREEMENT FOR COMPUTER SERVICES
___
SCHEDULE 1
1. REFERENCES:
LICENSOR: Corporate Systems, Ltd. ("CS")
1200 Corporate Systems Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
LICENSEE: Aetna Casualty & Surety Company and
Axia Services, Inc. ("USER")
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2. LICENSED SYSTEM:
The System is described in the Addendum to this Schedule.
3. EQUIPMENT REQUIREMENTS:
A. Hardware Minimums
1. 486/25 MHz processor
2. 12 MB RAM
3. 100 MB available on hard disk (5MB for BO, Oracle SQL/Net. TCP/IP
and 95 MB for data)
4. VGA color monitor
5. LAN card or available slot
B. Software installed
1. DOS 5.0 or later
2. Windows 3.1
4. FEE SCHEDULE - See Schedule 2 to this Addendum.
AETNA CS KNOWLEDGE PAGE 7
SEPTEMBER 1995
5. THIRD PARTY TECHNOLOGY INCORPORATED IN SYSTEM
uses and incorporates the following third party programs
and its licensors are third party beneficiaries of this Addendum:
LICENSOR TECHNOLOGY
-------- ----------
Oracle Corporation Oracle SQL/Net Oracle
Business Objects, Inc. LICENSEE Module
Batch Option
Procedure Module
Business Analyzer
ACCEPTED BY: ACCEPTED BY:
AETNA CASUALTY & SURETY COMPANY CORPORATE SYSTEMS, LTD.
and AXIA SERVICES, INC. CSC General Partner, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------- -----------------------------------
Name Name
Senior Vice President President & CEO
---------------------------------- -----------------------------------
Title Title
10/1/95 10/7/95
---------------------------------- -----------------------------------
Date Date
AETNA CS KNOWLEDGE PAGE 8
SEPTEMBER 1995
CORPORATE SYSTEMS, LTD.
------------------
1995 Addendum
to
AGREEMENT FOR COMPUTER SERVICES
___
ADDENDUM TO SCHEDULE 1
SCOPE OF LICENSE
CS licenses LICENSEE to use the CS KNOWLEDGE to do Ad Hoc reporting
against CS databases for all information collected by the LICENSEE.
SYSTEM DESCRIPTION
CS Knowledge is a Microsoft Windows-TM- based decision support system which
allows Aetna to create management reports and graphics in a Windows-TM-
environment. This system integrates Third Party Technologies within the CS
system to access data from relational data bases provided by CS. The purpose
of this product is to convert raw data into knowledge for Aetna.
KEY COMPONENTS OF THE SYSTEM
- Dynamic Data Exchange (DDE)
- Object Linking and Embedding (OLE)
- Graph Generation
- Report Generation and Customization
- Business Analyzer
- Detail and Summary Information from a single report
THE PROCESS
The user of the System attaches to the CS Oracle-Registered Trademark-
database from a PC with the licensed System software to access Aetna's claim
and policy data. To accomplish this, the user generates a Query to select
the data desired. CS KNOWLEDGE then generates an optimized SQL statement to
extract the desired information from the CS Oracle-Registered Trademark-
server. This information is then brought to the PC for further manipulation.
Once the query is complete, any number of reports and graphs can be produced
from a single query.
AETNA CS KNOWLEDGE PAGE 9
SEPTEMBER 1995
The user will have the ability to create any Ad Hoc report requests that are
needed as well as to choose from a standard library of reports created by CS.
The user can also utilize the DDE option to automatically bring query
information into other Windows-TM- Dynamic Data Exchange (DDE) capable
applications such as EXCEL-TM- or Lotus 123-TM-. Object Linking and
Embedding (OLE) can also be utilized to "add-in" information created in other
Windows-TM- applications.
Oracle is a registered trademark of Oracle Corp.
AETNA CS KNOWLEDGE PAGE 10
SEPTEMBER 1995
CORPORATE SYSTEMS, LTD.
_____________
1995 Addendum
to
AGREEMENT FOR COMPUTER SERVICES
___
SCHEDULE NO. 2
FEE SCHEDULE
1. REFERENCES:
LICENSOR: Corporate Systems, Ltd. ("CS")
1200 Corporate Systems Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
LICENSEE: Aetna Casualty & Surety Company and
Axia Services, Inc. ("USER")
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2. LICENSE FEES (One Time)
CS KNOWLEDGE [ ]
3. ACCOUNT SET-UP:
(Set-up time is included in the monthly allocation expense fee.) [ ]
4. SOFTWARE FEE: (one-time for each PC on which installed)
Includes Business Objects, TCP/IP, SQLNet, and configuration. [ ]
5. MAINTENANCE FEE
The portion of the maintenance fee based on PC software will be prorated
for the first year based on when the software fee is incurred. Thereafter
it will be included in the maintenance fee billed in advance. [ ]
[ ] Material Redacted for Confidentiality
6. INSTALLATION OF SOFTWARE:
7. ACCESS FEE:
AETNA CS KNOWLEDGE PAGE 11
SEPTEMBER 1995
The access charge will be [ ]. The access charge is based upon
number of users [ ] plus processing cost for accessing the UNIX
database.
8. TRAVEL EXPENSES: Billed as Incurred
ACCEPTED BY: ACCEPTED BY:
AETNA CASUALTY & SURETY COMPANY CORPORATE SYSTEMS, LTD.
and AXIA SERVICES, INC. CSC General Partner, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------- -----------------------------------
Name Name
Senior Vice President President & CEO
---------------------------------- -----------------------------------
Title Title
10/1/95 10/7/95
---------------------------------- -----------------------------------
Date Date
[ ] Material Redacted for Confidentiality
AETNA CS KNOWLEDGE PAGE 12
SEPTEMBER 1995