DATA PROCESSING AGREEMENT
Ipswich Savings Bank
-----------------------------------
Customer Name
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2/20/97
----------------------------------- -----------------------------------
Street Address Date
▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇
-----------------------------------
City, State and Zip Code
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("NCR") and the Customer named above ("Customer',) agree that
all Services and Materials acquired from NCR, either directly or indirectly,
will be furnished only under the terms and conditions of this Agreement.
1.0 DEFINITIONS
1.1 "Agreement" is defined as this Data Processing Agreement.
1.2 "NCR" means ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.
1.3 "Contract" is defined as the content of this Agreement together with the
contents of an Order for Services and/or Materials placed by Customer and
accepted by NCR while this Agreement is in effect.
1.4 "Data Processing Services", or "DP Services", are defined as those services
performed by NCR in the handling and processing of Customer's data at an NCR
"Data Processing Center" ("DPC").
1.5 "Material" is defined as all tangible items provided Customer under the
Contracts and includes Software, instructions, literature, input/output data
communications equipment and supplies.
1.6 "Software" is defined as all programs which run on a computer system which
is not resident in an NCR DPC, whether referred to as software, firmware or
otherwise, and related documentation, furnished by NCR to Customer, on whatever
media, whether separately licensed by NCR, or provided as a result of Software
Services. Software includes copies, portions, and modified versions of Software.
Software may include programs and related documentation which are owned by third
parties and sublicensed by NCR to Customer.
1.7 "Order" is defined as an Order for Services and/or Material placed by
Customer on an NCR Order Form which sets forth a description of the Services
and/or Material together with the pertinent specifications and schedules.
1.8 "Services" include Data Processing Services and all other services rendered
by NCR.
2.0 Term
This Agreement will become effective upon acceptance by NCR and remain effective
until terminated by either party with at least one hundred eighty (180) days
prior written notice. Termination of this Agreement will not terminate the
obligations of any existing Contract between the parties which shall continue
for the term specified in the applicable Order.
3.0 ENTIRE AGREEMENT
3.1 The Contract between NCR and Customer constitutes the entire agreement
between the parties relating to the Services and Material ordered and supersedes
all prior agreements, understandings (oral and written), negotiations, letters,
proposals or other matters with respect thereto, except as attached to the Order
and specifically incorporated by reference. NCR RESERVES THE RIGHT TO REJECT ANY
ORDER.
3.2 If any provision of this Agreement or of any Order is illegal, invalid, or
void under Federal or State law, it will be severable; however, the remaining
provisions will not be impaired.
4.0 SUPPLIES
Unless specified in the Contract, supplies are not provided by NCR
5.0 HOURS OF OPERATION
DP Services are performed at one or more NCR DPCs during the hours and on the
days specified in the Order.
6.0 DATA INPUT AND TRANSMISSION
6.1 Customer will deliver or transmit input data to the DPC at its own expense
and will pay the expense of return delivery or transmission. Input media must be
in good condition, and the data format must meet NCR's specifications. Any
incorrect or unusable input data will be corrected, regenerated, and/or
retransmitted by Customer. At NCR's option, resulting delays may extend the time
for processing.
6.2 In the event input data is to be received from multiple locations, NCR is
not obligated to commence processing until all data is received at the DPC.
7.0 REPORT PROCESSING AND DELIVERY
Except as otherwise provided herein, reports and media to be furnished by the
DPC will be made available to Customer at the DPC or be made available for
transmission to Customer at the time specified in the Order. If Customer
requires delivery or transmission, Customer will arrange and pay for required
transportation or transmission.
8.0 INVOICING. TAXES AND PAYMENT
8.1 NCR will invoice Customer as specified by an Order, plus shipping,
distribution, installation charges, deinstallation charges, and applicable
taxes. Prices stated on Orders do not include taxes whether levied on NCR or
Customer.
8.2 Invoices are due and payable upon receipt unless otherwise provided by NCR
If Customer fails to pay any amount within thirty (30) days after written notice
of its delinquency, NCR may suspend or terminate performance immediately (or as
soon thereafter as permitted by law). Customer is liable for reinstatement
charges.
8.3 Delinquent accounts bear service charges at the rate specified on the
invoice, or the maximum rate allowed by law, whichever is less. If it is
necessary to refer any claim for collection, NCR is entitled to recover the
reasonable and necessary costs and expenses of collection, including attorneys'
fees.
9.0 RESPONSIBILITIES OF CUSTOMER
9.1 Customer agrees that Services rendered and Material furnished shall not
relieve the Customer from any obligation to maintain records.
9.2 Customer is at all times responsible for implementation and operation of its
accounting, management, and reporting systems, audit functions, and recovery
routines and for operating and maintaining input/output equipment and other
on-site computer equipment. Services rendered and Materials furnished by NCR
will not impose upon nor transfer to NCR the responsibility for such functions.
9.3 In the event any equipment is furnished to Customer under this Agreement,
title shall remain in NCR Customer shall not transfer possession of, allow any
lien against, or prejudice NCR's ownership of such equipment. Customer agrees to
execute documents reasonably required to ensure NCR's title and ownership. Upon
termination of a Contract under which equipment is furnished to Customer, such
equipment will be returned to NCR in as good condition as when received,
reasonable wear and tear excepted.
9.4 Customer will notify the DPC in writing in advance when system parameters
for DP Services are to be changed or portions of files are to be deleted.
9.5 With respect to DP Services, corrections necessitated by Customer's
incorrect posting or defective input will be entered in subsequent processing
runs unless the DPC can produce the corrected reports and Customer agrees to pay
for the additional processing required at the then current rates.
9.6 Loss or contamination of data, damage to media, or other difficulties
attributable to supplies, input media, or data format not meeting NCR
specifications, and any delays resulting therefrom, will be solely Customer's
responsibility and corrections will be at Customer's expense.
9.7 Customer will check and balance each DP Service report upon receipt and will
reconcile its reports. Failure of Customer to notify NCR within two business
days after receipt of any discrepancies will be deemed acceptance of such
reports as complete and satisfactory performance by NCR
9.8 To mitigate against the possibility of loss of input data or of Customer
data maintained by NCR, Customer agrees to maintain in a safe place, other than
at the DPC, source and backup data sufficient for file and input data re-
creation. Nothing shall relieve Customer of this responsibility. Customer will
provide, at its own expense, insurance coverage against loss of data and will
take precautions required by law or regulation.
9.9 NCR maintains fidelity coverage to protect itself from losses suffered as a
result of wrongful or dishonest acts committed by its employees and agents,
including contract programmers. Customer is responsible for purchasing its own
coverage to protect itself from wrongful or dishonest acts committed by its
employees.
9.10 Customer agrees to purchase from NCR, Customer's entire requirement for the
types of Services ordered under this Agreement during the term hereof. In the
event Customer fails to purchase from NCR its entire requirement for such
Services; Customer agrees to pay NCR the prorata termination charge attached to
the Order.
9.11 The Agreement shall be considered confidential by Customer. Customer agrees
not to disclose the Agreement or its terms to any person other than NCR, an
employee of Customer who reasonably needs access to the Agreement or a
representative of a Federal or State regulatory agency pursuant to an
examination of Customer.
9.12 Customer, as a user of an ATM interchange, indemnifies and agrees to hold
harmless NCR, its officers, directors, employees and agents from and against any
and all liability and every loss, cost, claim, demand, cause of action and
expense (including, without limitation, the cost of investigating any claim, the
cost of litigation and attorney,s fees, whether or not legal proceedings are
instituted) paid or incurred by any one-or more-of them arising from,
attributable to, or in connection with, the ATM interchange or Customer's
participation in the interchange.
Customer acknowledges that it is solely responsible for its own compliance with
all applicable federal, state and local laws and regulations, and agrees to
indemnify and hold harmless NCR, its officers, directors, employees and agents
from and against any and all liability and every loss, cost, claim, demand,
cause of action and expense arising out of any act or omission by Customer in
violation of any such law or regulation. NCR will! not be liable to Customer for
any loss, cost, damage, claim, demand, cause of action or expense (including,
without limitation, the cost of investigating any claim, the cost of litigation
and attorney's fees, whether or not legal proceedings are instituted), or any
compensatory, punitive, special, incidental or consequential damages (including
loss of profits), arising from or in connection with any use or operation of the
ATM interchange or failure to use or operate the ATM interchange.
10.0 RESPONSIBILITIES OF NCR
10.1 When performing DP Services NCR will exercise reasonable care in handling
Customer's input media and data. In the event errors in or loss to Customer's
data result from the fault or negligence of NCR, NCR will, to the extent
commercially reasonable, correct such errors at its own expense.
10.2 NCR'S LIABILITY AND CUSTOMER'S SOLE REMEDY IN THE EVENT OF LOSS OF MEDIA OR
DATA, ERRONEOUS PROCESSING, OR DAMAGE OR CONTAMINATION TO EITHER DATA OR MEDIA,
WILL BE LIMITED TO REPLACEMENT OF THE MEDIA ON WHICH DATA IS STORED, AND/OR TO
THE EXTENT COMMERCIALLY REASONABLE, CORRECTION OF ERRORS IN PROCESSING. CUSTOMER
WILL ALWAYS MAINTAIN BACKUP DATA AS PROTECTION AGAINST SUCH LOSS, DAMAGE, OR
CONTAMINATION.
10.3 EXCEPT AS OTHERWISE STATED, ANY EQUIPMENT, SERVICES OR MATERIALS PROVIDED
BY NCR PURSUANT TO THIS AGREEMENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A
COURSE OF DEALING. UNLESS SPECIFICALLY SET FORTH HEREIN, NCR SHALL NOT BE LIABLE
FOR ANY EXPENSES OR DAMAGES INCURRED BY CUSTOMER, WHETHER INTERNAL TO CUSTOMER
OR PAID BY CUSTOMER TO ANY THIRD PARTY, WHICH MAY ARISE OUT OF FAILURE OF THE
EQUIPMENT OR MATERIALS TO FUNCTION OR DUE TO ANY MALFUNCTION OF EQUIPMENT OR
MATERIALS OR NCR'S FAILURE TO PROVIDE SERVICES AS SET FORTH HEREIN, UPON
WHATEVER CAUSE OF ACTION ANY CLAIM IS BASED, EXCEPT THAT NCR SHALL BE LIABLE FOR
PERSONAL INJURY, INCLUDING DEATH, AND FOR DAMAGE TO REAL OR TANGIBLE
PERSONAL-PROPERTY, UP TO $1,000,000 PER OCCURRENCE FOR SUCH DAMAGE, TO THE
EXTENT CAUSED BY NCR'S NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER'S RIGHTS AND
REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
RIGHTS AND REMEDIES RELATED TO ANY CONTRACT OR SERVICES.
10.4 NCR WILL NOT BE RESPONSIBLE FOR ERRORS OR DELAYS RESULTING FROM THE FAULTY
TRANSMISSION OF DATA FROM CUSTOMER OR FOR DELAYS IN PROCESSING OR IN THE
DELIVERY OF THE PROCESSED DATA DUE TO CAUSES BEYOND ITS CONTROL. IN NO EVENT
WILL NCR BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTLY DAMAGES, OR FOR
LOSS OF PROFITS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT,
PRODUCT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF
THOSE DAMAGES, ARISING FROM THIS AGREEMENT OR ITS PERFORMANCE.
11.0 REGULATORY AGENCIES AND OTHER LEGAL REQUIREMENTS
11.1 The data, records and reports to be generated, received or maintained by
NCR under this Agreement may be subject to examination by Federal and State
regulatory agencies that have jurisdiction over Customer's business, to the same
extent as such records would be subject if they were maintained and produced by
Customer itself on its own premises. Any Services and Materials required of NCR
as a result of such examination which are not specifically included in an Order
will be furnished by NCR at NCR's then-current rates upon payment terms
specified by NCR at the time such Services and Materials are furnished. Master
File data shall only be furnished subject to the terms of Section 13.1. NCR
agrees to allow reasonable audits by and on behalf of Customer. NCR may make
reasonable charges to Customer of expenses incurred by NCR in connection with
any such audit.
11.2 Customer will be solely responsible for maintaining records required by
Federal and State regulatory agencies. The data, records and reports to be
generated, received, or maintained by NCR in the performance of a Contract are
not represented to comply with either Federal or State regulatory requirements.
11.3 Customer shall have the responsibility of notifying the appropriate Federal
and State regulatory agencies, in accordance with their requirements, of all
information required concerning the DP Services, including, but not limited to,
the commencement of, termination of, and methods and control procedure used in
processing Customer's data.
11.4 NCR shall use reasonable efforts to incorporate regulatory updates and
changes as required in the Services provided by NCR
11.5 NCR shall use reasonable efforts to notify Customer of system changes which
materially affect the Services provided by NCR to Customer.
12.0 SYSTEM CAPABILITY
12.1 CUSTOMER IS RESPONSIBLE FOR VERIFYING, IN ADVANCE OF THE COMMENCEMENT OF
SERVICES BY NCR, THAT THE SERVICES, REPORTS, METHODS, TECHNIQUES AND SOFTWARE
CONTRACTED FOR ARE SUITABLE FOR THE CUSTOMER'S INTENDED PURPOSE, AND THAT WHEN
FUNCTIONING IN ACCORDANCE WITH THE APPLICABLE CONTRACT, THEY WILL FULFILL
CUSTOMER'S REQUIREMENTS.
12.2 Customer agrees to maintain a sufficient number of competent personnel for
training, implementation, and use of the Services and Materials to be furnished
by NCR pursuant to the Order.
13.0 RETENTION OF DATA FILES
13.1 Upon termination of DP Services, NCR will furnish Customer, upon written
request, Customer's master file data maintained by NCR. Such data will be in a
format available at NCR and will be provided only after return of NCR
Confidential Material and payment of any outstanding charges due NCR, including
charges for accrued development expenses and early termination, if any, and
charges for master file media and reproduction services. Customer hereby grants
NCR a security interest in the Master File which shall be released by NCR upon
payment by Customer of any outstanding charges.
13.2 NCR may destroy Customer's input data and materials thirty (30) days after
final use of such materials for processing. At Customer's expense, NCR may
retain data for an additional agreed upon period.
13.3 Upon notice of intent to terminate this Agreement, if requested, NCR will
provide Customer with all current Customer account information contained in
NCR's then current files in the standard machine format and media used by NCR at
the time. All costs (programming, materials, computer time, etc.) incurred by
NCR in producing said records will be paid by the Customer in accordance with
the then current NCR price schedule.
14.0 NCR CONFIDENTIAL MATERIAL
14.1 NCR Confidential Material includes Software, all other material furnished
by NCR relating to Services, Software, equipment and supplies furnished by NCR,
and all copies, portions of and information contained therein. NCR Confidential
Material shall at all times remain the property of NCR or of NCR's licensor, as
the case may be.
14.2 Customer shall not: (i) sell, rent, loan, disclose, communicate, or
otherwise directly or.indirectly make available NCR Confidential Material to any
other party; (ii) disassemble, decompile or otherwise reverse engineer any
Software; or (iii) make any copies of NCR Confidential Material without the
prior written authorization of NCR. The copyright notices and any other
proprietary legends of NCR and, if applicable,- its licensor, shall be
reproduced by Customer on all copies, portions, and modified versions of NCR
Confidential Material, including those in machine-readable form, and Customer
shall maintain records of the number of all such copies, portions, and modified
versions.
14.3 Except as otherwise specifically set forth in this Agreement, upon
termination of this Agreement for any reason, all NCR Confidential Material
shall be immediately returned by Customer to NCR.
15.0 CONFIDENTIALITY
15.1 For a period of two (2) years from the date of disclosure, NCR shall use
reasonable efforts to prevent the disclosure to any other person, firm or
corporation of the customer input data received from Customer for processing
("Confidential Information").
15.2 Customer will indemnify and hold NCR harmless from and against any
liability or forfeiture arising out of NCR's compliance with any Customer demand
or direction relating to NCR's receipt, processing, retention, disclosure, or
non-disclosure of Customer's Confidential Information, data, and processing
results.
16.0 DISPUTES
16.1 "Dispute" means any controversy or claim between Customer and NCR. It
includes controversies or claims that are related directly or indirectly to this
Agreement, any Contract or any Services, whether based on contract, statute,
tort, fraud, fraudulent inducement, misrepresentation, or other legal or
equitable theory, whenever brought, between Customer and NCR or any of NCR's or
Customer's employees or agents.
16.2 Dispute Negotiation -- NCR and Customer agree to use good faith efforts to
resolve any Dispute promptly and fairly. If NCR and Customer are unable to
resolve a Dispute by negotiation, both parties agree to submit it to
arbitration.
16.3 Arbitration -- If a Dispute is not successfully resolved, it shall be
subject to binding arbitration under the then-current rules and supervision of
the American Arbitration Association ("AAA"). The Federal Arbitration Act, 9
U.S.C. Sections 1 to 16, not Ohio law, will govern the arbitrability of all
claims. A single arbitrator who is knowledgeable in business information and
electronic data processing systems will conduct the arbitration. The
arbitrator's decision and award will be final and binding, and either party may
enter it in any court with jurisdiction. The arbitrator will not have authority
to award punitive or other non-compensatory damages to either party. The
arbitration will be held in the city where the AAA regional office closest to
Customer's headquarters is located. Each party will bear its own attorney's fees
and related costs associated with the arbitration. NCR and Customer will pay all
other costs and expenses of the arbitration as the rules of the AAA provide.
17.0 TERMINATION
17.1 Either party may terminate an Order if:
A.A party files a petition of bankruptcy or receivership, or makes an
assignment for the benefit of creditors, or should a receiver be appointed or
applied for; or
B. A party is unable to cure a default of any of its obligations
hereunder within thirty (30) days of written notice being received by the
defaulting party.
If NCR is unable to cure a default, pursuant to this paragraph 17.1, Customer
may terminate an Order without obligation to NCR for early termination charges
as defined below. Customer is liable to NCR for all other invoices, charges,
etc., outstanding as of the termination date.
17.2 Customer may terminate for convenience an Order prior to the end of any
term. In the event of such early termination, Customer will pay NCR a
termination charge equal to 80% of the average monthly billing charges that
would have been paid to NCR during the remainder of the Term. The average
monthly billing charge is the greater of the proposed monthly billing or-the
average monthly billing during the most recent Term, and includes processing and
network management services. In addition, NCR shall retain any deposit
previously paid by and/or due from Customer, the amount of the additional
extended discount for the portion of the term used, and any other charges due to
NCR as of the termination date. Section 17.2 is superseded as outlined in the
Addendum (page 30) and Schedule A (page 31).
17.3 Upon receiving Customer's notice of intent to terminate, NCR will, when
requested and when all invoices due have been paid, provide Customer with all of
the Customer's account information contained in NCR's current files. This
information will be provided in the standard machine format on media used by NCR
at the time. All costs for programming, materials, computer time, etc., incurred
by NCR will be paid by the Customer in accordance with the then-current price
schedule.
17.4 Upon termination, Customer will, at its expense, immediately return all
copies of NCR Confidential Material to NCR.
18.0 OFFICE OF THRIFT SUPERVISION
18.1 NCR agrees that during the term of this Agreement, the Office of Thrift
Supervision (OTS) will have the authority and responsibility provided to the
other regulatory agencies pursuant to the Bank Service Corporation Act, 12
U.S.C. Section 1867(c). If applicable to Customer, NCR will provide the OTS
District Director of the district in which the DPC providing Services under this
Agreement is located with a copy of the current third party review report when a
review by the OTS has been performed. NCR agrees to annually provide the OTS of
the district in which the DPC providing Services under this Agreement is located
with a copy of NCR's parent ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ Corp., current audited financial
statements.
18.2 NCR agrees to release the information necessary to allow Customer to
develop a disaster contingency plan which will work in concert with NCR's plan.
NCR's disaster recovery plan for all DPC's is reviewed on an annual basis. The
communications portion of disaster recovery is tested every year on a rotating
basis. NCR will release the results of the disaster recovery contingency test to
Customer on an annual basis.
19.0 ASSIGNMENT: NON-WAIVER
19.1 Neither Customer nor NCR may assign this Agreement or its rights or
obligations under it without the express written consent of the other, except
NCR may assign this Agreement to its parent corporation or any of its affiliates
and may use subcontractors to fulfill its obligations.
19.2 Failure to enforce any Contract term is not a waiver of future enforcement
of that or any other term.
20.0 PROCESSING PRIORITIES
DP Services have processing priority over other services at the DPC. In the
event that processing cannot continue on-site, DP Services will receive
processing priority over other services at the back-up processing site.
21.0 NOTICES
Notices required or authorized in this Agreement shall be given by private or
public delivery/mail service providing for receipted delivery, to the Customer's
address above, or if to NCR to the DPC primarily responsible for providing DP
Services to Customer, and shall be deemed received upon receipted delivery.
SECTIONS 22.0 THROUGH 26.0 ARE ONLY APPLICABLE IN THE EVENT NCR LICENSES
SOFTWARE TO CUSTOMER AND, TOGETHER WITH THE REST OF THIS AGREEMENT, SHALL GOVERN
SOFTWARE LICENSING.
22.0 SOFTWARE LICENSE
22.1 Subject to acceptance of the Order by NCR, payment of the applicable
license fee entitles Customer to the use of the Software according to the terms
of this Agreement until the one-time license is terminated pursuant to the terms
hereof. Payment of the license fee set forth on an accepted order entitles
Customer to a non-transferable and non-exclusive license to use Software only on
the designated equipment and only during the period Customer is using and has
paid for both Data Processing Services and Software support services. If the
designated equipment becomes temporarily inoperative, the Software may be used
on back-up equipment for the period during which the designated equipment is
inoperative. Customer may make a copy of the Software solely for backup
purposes. Certain Software may include means to limit or inhibit copying. Unless
otherwise authorized in writing by NCR, Customer shall not: (i) make available,
or cause to be made available, any Software for the use of or by any other
party, whether or not for consideration; (ii) sublicense or distribute Software
to any third party; (iii) modify the Software; or (iv) transmit, directly or
indirectly, or use Software outside the United States, unless otherwise
authorized in writing by NCR, in which case Customer shall obtain any required
governmental authorizations and permits.
22.2 The term of the license for the Software shall begin upon delivery, except
when a test period is provided, in which case the earlier of (a) expiration of
the test period, or (b) the date the Software is put into productive use. A
license for Software: (i) may be terminated pursuant to Sections 14.0 and 17.0
of this Agreement; (ii) automatically terminates when Customer ceases to use the
Software in connection with the designated equipment; (iii) automatically
terminates when Customer ceases to use or pay for Data Processing Services; or
(iv) may be terminated immediately by NCR if Customer fails to comply with the
requirements of this Section and Section 22.1. Upon expiration or termination of
a license for any reason, Customer shall cease to use the Software, delete it
from its library, and return it to NCR.
22.3 If Customer elects to terminate a license for Software, that license shall
not be considered to have been terminated by the Customer, unless and until
Customer returns the Software to NCR.
23.0 SOFTWARE SUPPORT SERVICES
NCR may provide software support services for Software that it licenses to
Customer. If NCR provides such support and Customer orders it, then NCR shall
provide software support services for the Software for a support fee to be paid
by Customer. The initial fee shall be set forth on the Order, but such fee may
be increased by NCR after a 30-day notice to the Customer. Software support
services are limited to answering reasonable questions, reasonable ongoing
education, and providing updates when available.
24.0 PROGRAMMING SERVICES
"Programming Services" is creating a program or modifying an existing program to
perform functions or to cause to function in a particular manner by NCR for
Customer. Customer may order programming services from NCR. The Order will
contain a description of the work and the applicable fee. NCR shall be the owner
of the product of Programming Services.
25.0 PATENT. COPYRIGHT AND TRADE SECRET INDEMNIFICATION
25.1 NCR will indemnify, defend, and hold Customer harmless with respect to any
legal action, and will pay the cost of any settlement and any damages awarded as
a result of such legal action against Customer, based on an allegation that the
Software furnished by NCR hereunder infringes a United States patent, copyright,
or trade secret.
25.2 If Customer's use of the Software is enjoined because of an infringement,
or if, in NCR's opinion, the Software is likely to become the subject of an
infringement claim, NCR will, at its option: (i) procure for Customer the
continued use of the Software; (ii) replace or modify the Software so that it
becomes non-infringing; or (iii) if either of these options is not reasonably
feasible, terminate the license and return to Customer all fees paid to NCR for
the use of such infringing Software, less a reasonable value for the prior use
thereof.
25.3 NCR shall not have any liability to Customer under any provision of this
section: (i) if any infringement or allegation of infringement is based on the
use of any Software in combination with any program or equipment not furnished
by-NCR; (ii) if the infringement claim relates to Software which is used by
Customer in a manner for which it was not designed; (iii) if Customer fails to
promptly notify NCR in writing of any legal action or allegation of infringement
or thereafter fails to provide NCR with all reasonable and necessary cooperation
in the defense or settlement of such claims; or (iv) if NCR does not have sole
control of the defense of any legal action and all negotiations for its
settlement. THE ABOVE STATES THE ENTIRE LIABILITY OF NCR WITH RESPECT TO
INFRINGEMENT OF PATENTS, RIGHTS, OR TRADE SECRETS, FOR ALL EQUIPMENT, SERVICES
AND MATERIAL PROVIDED UNDER THIS AGREEMENT.
26.0 WARRANTY AND LIMITATION OF LIABILITY
NCR warrants that Software when operating in conjunction with unaltered
associated software on designated equipment, and within required operational
conditions, will reasonably comply during the test period with the
Customer-level documentation furnished to Customer. NCR assumes no
responsibility for Software which has been altered or modified. Customer shall
determine compliance during the 30-day test period which commences immediately
following delivery. If, during the test period, the Software, exclusive of
documentation, is found to be not complying, NCR shall effect a resolution
(which may be a subsequent issue) or terminate the license for the Software and
in such event the applicable license fees previously paid to NCR by Customer
will be refunded. THIS LIMITED WARRANTY STATES ALL OF NCR'S LIABILITY AND
CUSTOMER'S EXCLUSIVE REMEDIES WITH RESPECT TO SOFTWARE. AFTER THE EXPIRATION OF
THE LIMITED WARRANTY PERIOD, CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY
SERVICES OR CORRECTIONS.
Ipswich Savings Bank NCRCORPORATION
---------------------------------
(Customer Name)
By: ▇▇▇▇▇ ▇. ▇▇▇▇ By:
--------------------------------- ---------------------------------
Title: President, not individually Title:
--------------------------------- ---------------------------------
Date: 2/20/97 Date:
--------------------------------- ---------------------------------
1996
SCHEDULE 1
HOURS OF OPERATION, HOLIDAYS
AND
REPORT AVAILABILITY
I. HOURS
The NCR New England Data Center will be in operation for processing in
accordance with the following schedules:
8:00 AM - 8:00 PM Monday through Friday
8:00 AM - 4:00 PM Saturday
II. HOLIDAYS
The NCR New England Data Center will be closed on the following holidays:
New Year's Day
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇'▇ Birthday
Washington's Birthday
Memorial Day
Independence Day
Labor Day
Columbus Day
Veterans Day
Thanksgiving Day
Christmas Day
III. PROCESSING COMPLETION
NCR New England Data Center agrees to complete the processing of the customer's
input transactions and to have completed work ready for dispatching to the
customer on the morning of the working day following the day on which the
reported transaction occurred, such time to be no later, under normal
conditions, than 9:00 a.m. local time. A working day means any day except
Saturday, Sunday, or a holiday. Regularly scheduled reports (weekly, monthly)
shall be made available within 48 hours following the close of the period. Other
reports will be made available on a mutually agreed upon schedule.
SCHEDULE 2
CHARGES
I. STARCOM Financial Deposit Account System
A. Processing Charges:
Deposit account processing charges - to be paid monthly, based on the number of
"Open Accounts" reported on the Savings Trial Balance (080), plus "Accounts
Closed" during the month.
Monthly
1. Regular Deposit Accounts - System Type 0 $.26
2. Certificates or Repo's - System Type 2 with a contract term of:
a.181 or more days $.26
b. 30 through 180 days $.33
c. Less than 30 days $.42
3. NOW/DDA Accounts - System Type 3 $.54
4. STARS Retirement Account Processing
a. Per STARS Account, per month
(in addition to 1, 2, or 3 above) $.03
b. Monthly minimum $106.00
B. Handling Charges for magnetic tape input of NOW/DDA
inclearing items delivered or transmitted to the data center:
1 Charges for receiving transmission of inclearing
items, via phone lines, in addition to Item ▇.▇. above Special Quote
C. Minimum Deposit Account Processing Charges, per month
(Item A. above only) $1,000.00
II. STARCOM Financial Loan Account System
A. Processing Charges:
Loan account processing charges - to be paid monthly based on the number of
"Open Accounts" reported on the Loan Trial Balance (290).
1. Line-of-Credit, AMI, and Consumer Loans $ .03
2. Commercial Loans $ .14
3. Construction Loans $ .95
4. All other loans $ .45
a. ▇▇▇▇ & Receipt or Coupon
(in addition to loan account charge) $ .085
5. Minimum Loan Account Processing charges, per month $ 500.00
B. Serviced and Participation Loans:
1 . Processing charges, per loan, per month (in addition to A. above) $.40
III. STARCOM Financial General Ledger System
A. Master file set-up regardless of transaction processing - $ 2 ,000.00
(plus travel, mileage, and reimbursable) *
B. Processing Charges:
Processing charges - to be paid monthly, based on institution asset size.
Assets will be determined each January 1, based on the most recent Statement
of Condition submitted to the FHLBB, FDIC, NCUA or other federal agency, and
will then be used for the entire calendar year.
Less than 100 Million $ 667.00
At least 100 but less than 200 Million $ 811.00
At least 200 but less than 300 Million $ 974.00
At least 300 but less than 400 Million $ 1,121.00
At least 400 but less than 500 Million $ 1,245.00
At least 500 million but less than 1 Billion $ 1,389.00
1 Billion or more $ 1,666.00
C. Transaction File Only:
For preparation and transmission of the daily transaction file for use with
selective back-office systems, processing charges to be paid monthly, based on
institution asset size. Assets will be determined each January 1, based on the
most recent Statement of Condition submitted to the FHLBB, FDIC, NCUA or other
federal - agency, and will then be used for the entire calendar year.
Less than 100 Million $ 334.00
At least 100 but less than 200 Million $ 405.00
At least 200 but less than 300 Million $ 477.00
At least 300 but less than 400 Million $ 550.00
At least 400 but less than 500 Million $ 622.00
At least 500 million but less than 1 Billion $ 694.00
1 Billion or more $ 833.00
D. Maintenance or changes to the transaction generator file, per occurrence $
111.00 Note: This charge includes all changes made on a single processing
day.
E. Programming Accounting Department Style (PADS) reports
developed by NCR New England DPC* Special Quote
F. Running of up to 3 PADS reports, per month* No Charge
G. Running of PADS reports over three reports per month,
per report run* $168.00
* Item not eligible for discounts
IV. STARCOM Financial: Other Charges
A. Masterfile Conversion and Maintenance*
1. Initial conversion and masterfile set-up
a. Computer time, per hour - new customer $ 265.00
b. Computer waiting time, per hour $ 67.00
c. DPC prepared input media, per item $ .20
2. Additions, changes, deletions to masterfile
a. Entered by customer through on-line terminal No Charge
b. Customer prepared media, per item
(where available) $ .12
c. DPC prepared media, per item $ .22
B. Program Conditioning Charges*
All applicable program conditioning charges are due at time of order. If
one or more modules are not contracted originally, these charges shall
be due when the applicable module is ordered.
1. Deposit accounts other than NOW/DDA $ 5,000.00
2. NOW/DDA accounts $ 2,500.00
3. Loan Accounts $ 5,500.00
4. General Ledger $ 2,000.00
5. General Ledger interface to Back Office System $ 2,000.00
6. Minimum Starcom monthly application charge $ 1,500.00
C. System Account Type Table (SATT) Set-up or maintenance*
1. Submitted via form or letter
a. Per occurrence, first type $ 70.00
b. Each additional type $ 26.00
c. Maximum per occurrence $ 382.00
2. Additions or changes to parameter file $ 26.00
a. Maximum per occurrence $ 338.00
* Item not eligible for discounts
D. Additional Customer Operations Manual* $ 50.00
(One free per customer)
E. Additional copies or more frequent processing
of Special Quote standard system reports,
and requests for special reports including
processing, programming, software, system
engineering design and testing.* Special Quote
F. Account Statements
1. Full detail - per account appearing on the statement $ .14
2. Full detail -
a. per each item appearing on statement $ .00
b. each inclearing item through magnetic tape $ .00
3. Summary only - per account appearing on the statement $ .024
4. STARS Statements, each $ .14
G. Magnetic Tape File Preparation and Handling Services
1. For direct submission to government
agencies, per tape (e.g. state
and federal 1099s, etc.)* $ 250.00
2. For submission to credit bureaus, coupon
manufacturers, or other servicers, per tape $ 55.00
3. FNMA Laser and FHLMC MIDANET, each tape or \
transmission $ 55.00
4. CDP $ 200.00
5. ACH Monthly processing charge $ 40.00
6. Other acceptable magnetic tape Special Quote
H. Report Utility- Savings and Loans*
1. Base charge per customer processing request $ 150.00
2. Per account on file $ .002
*Item not eligible for discounts
3. Per Account (in addition to Item B. 2. above)
a. Per account reported $ .003
b. Per account sorted and reported $ .004
NOTE: Only one of a. and b. is chargeable, not both.
4. a. Per page printed $ .05
b. Per label printed $ .05
5. Computer Output Microfiche (COM)
a. Per frame $ .02
b. Additional copies Special Quote
6. Discount if on-line file is used (Deposits only) 35%
7. Minimum charge per processing-
Up to 25,000 accounts on file $ 250.00
25,001 to 50,000 accounts $ 290.00
50,001 to 75,000 accounts $ 340.00
Over 75,000 accounts $ 420.00
I. Input of Transactions Received from Outside Sources,
via Magnetic Tape or generated through Pre-authorized
Transfers (PATS)
1. Per transaction $ .065
2. Minimum charge per occurrence $ 5.00
NOTE: Excluded are NOW/DDA inclearings as well as transactions
created or generated by the STARCOM Financial System, for which
no additional charges will be assessed.
J. Direct Attached ATM Processing and Reporting*
1. Per month, first ATM $ 279.00
2. Per month, each additional ATM $ 84.00
K. Shared ATM/POS Network Services*
1. Monthly base charge, per network $ 300.00
2. Preparation, handling and transmission of account
a. Transaction Processing Fee, Per EFT
cardholder account per month $ .16
b. Balance files, per EFT cardholder
account per month $ .25
K. 3. Receiving transmission, printing and distribution
of network reports, Monthly fee - Remote Print $ 100.00
DPC Print $ 200.00
(Special quote if additional programming, sorting, etc. needed
to be compatible with NCR New England DPC reporting.)
4. Communications Costs (if incurred by NCR New
England DPC)* Special Quote
5. Conversion, set-up and network fees for 3rd
party ATM on-line or off-line networks* Special Quote
L. Electronic Transfer Services-
ATM processing costs consist of one-time fees in addition to monthly
fees. The charge for transaction processing volumes in the monthly
prices takes into consideration account activity with monthly minimum
charges offered. Detail pricing will be provided on request.*
M. CD Notice of Earnings/Renewal $ .12
N. Savings Automatic Interest Rate Change (ARC), per month $ 67.00
O. Deposit Account Floating Rate Earnings
Calculation (VRWD), per account, per month $ .06
P. VRD Processing, per month $ 75.00
Q. Sweep Account Processing
a. Per linked pair of accounts, per month $ .12
b. Minimum charge per month $ 225.00
R Terminal Installation and Other Charges*
1. Initial installation of terminals:
The initial installation charges for terminals into the STARCOM system
for each new data center customer are shown on the next page. These
charges include communications programming and the set-up of terminals
into test files if required. The number of terminals or locations does
not affect the initial installation charges. The specific charges do not
reapply where the same charges have been made for either STARCOM loans
or deposits, except in those cases identified in paragraph P.2.a.
Initial Interface & Installation Charges:
a NCR NEW ENGLAND DPC BAS 5000 (UTAK) Special Quote
b. ISC 8 Work Station Special Quote
c. ISC Pinnacle Special Quote
d. Docutel/Olivetti Line One/M30 Special Quote
▇. ▇▇▇▇▇▇▇▇▇ EF7000 Special Quote
f. DSI Special Quote
g. IBM 3600/4700 (per controller) Special Quote
h. UNISYS FAS Finesse Special Quote
i. Any other terminal including NCR New England DPC or other
manufacturers, subject to support and interface availability. Special Quote
All of the above charges are due at time of order.
2. Additional installation charges:
a. The addition of any terminal, the replacement of terminals or
the movement of a terminal from one location (branch) to another
after initial installation and conversion to a STARCOM Financial
application is subject to the following additional software
installation charges:
1. Per workstation $ 45.00
2. If done at nonstandard time (in addition to 1 above) $ 100.00
S. Transaction Analysis Report, per month* $ 81.00
T. Federal Forms (1099, 1098, W2-P, 5498, etc.)
(including preparation, handling and postage)* Special Quote
U. Other Miscellaneous items*:
Bonds, Treasury Bills, Coupons (per account) $ .47
Welfare Match tapes per occurrence $ 250.00
Reconciliation tapes(PDO, Club) $ 80.00
Reconciliation tapes (Money order) $ 185.00
Household Reporting Special Quote
Town Code Reporting $ 165.00
Excess Deposit Report - Quarterly $ 150.00
- Special Request $ 300.00
CUNA Mutual Report (per occurrence) $ 135.00
Laser printing of forms Special Quote
NCR New England DPC provided forms, Mortgage bills,
or Stock Statements Special Quote
V. Computer Output Microfiche (COM)-All STARCOM Reports * (Effective 1/1/97)
Up to 5,999 Accounts - Per Month Charge $ 100.00
6,000 to 9,999 Accounts - Per Month Charge $ 200.00
10,000 to 14,999 Accounts - Per Month Charge $ 250.00
15,000 to 19,999 Accounts - Per Month Charge $ 300.00
20,000 to 29,999 Accounts - Per Month Charge $ 400.00
30,000 to 39,999 Accounts - Per Month Charge $ 500.00
40,000 to 49,999 Accounts - Per Month Charge $ 600.00
50,000 to S9,999 Accounts - Per Month Charge $ 700.00
60,000 to 74,999 Accounts - Per Month Charge $ 800.00
75,000 to 99,999 Accounts - Per Month Charge $1,000.0
100,0000 and up Accounts - Per Month Charge $1,500.0
V. Satellite Services
A. STARSTREAM II/ORACLE-Current Customers Only
1. Monthly software license fee per personal
computer connected to STARSTREAM II/ORACLE $ 134.00
2. Usage fees:
a. Per record accessed (STARSTREAM) $ .0025
b. Per 1,000 accounts on the month-end trial
balances, per month
(STARSTREAM II/ORACLE) $ 14.06
c. Minimum charge $ 266.00
B. Oracle/Client Server
1. Upgrade from Non Client/Server single user package**
a. One time License Fee $ 1,585.00
b. Monthly Maintenance Fee $ 58.00
2. Single User Package**
a. One time License Fee $ 2,333.00
b. Monthly Maintenance Fee $ 58.00
3. Five User Package**
a. One time License Fee $ 8,000.00
b. Monthly Maintenance Fee $ 194.00
4. Ten User Package**
a. One time License Fee $15,000.00
b. Monthly Maintenance Fee $ 277.00
**Package includes SQL*Net, SQL*Plus, Data Browser, Reports V2, and
Pathway Access
5. Usage fee per 1,000 accounts per month $ 14.34
(Minimum Charge of $272 per month) $ 272.00
6. WIN/Route for DOS, per Network $ 149.00
7. Telebit Netblazer PN2 for Ethernet $ 2,300.00
8. One time file extraction, per open account $ .07
a. $1,133.00 minimum
b. $3,605.00 maximum
9. History:
a. Standard Detail No Charge
b. Additional Detail, per 1,000 items $ .26
c. Standard Summary No Charge
d. Additional Summary, per 1,000 items $ .64
10. Storage fees Special Quote
11. Training:
a. Client/Server & Data Browser, per day
(3 day course for 2 people) $500.00
b. Oracle Reports 2.0, per day
(4 day course for 2 people) $ 750.00
c. Additional people over 2, per person per day $ 75.00
12. Installation, per day $ 500.00
Note: All mileage and reimbursable related
to this product is chargeable to
the customer.
C. Customer Information System (CIS)
1. CIS Overview
a. One day overview session N/C
b. One CIS Reference Manual N/C
c. Additional copies of reference manual, each $ 50.00
2. Test Migration
a. Under 15,000 open & closed accounts $ 800.00
b. 15,000 and over and less than 40,000 open
& closed accounts $1,200.00
c. 40,000 and over open & closed accounts $1,600.00
The above includes 2 complete sets of migration reports.
Remote transmissions of the migration reports included in the above quoted
price. You also have the option of receiving any or all of the test migration
reports on paper at a cost of $40/box of green bar paper or $60/box if laser
printed. Optionally, you can receive these reports on fiche at a cost of $1.95
per page of master fiche printed and $0.25 per page of fiche copy.
3. Imperial Scrub, per open & closed account
(This includes two passes of the files. Phase I - reports only; Phase II -
updating files as well as reports. The entire scrub is billed when tapes are
extracted for Phase I.)
<15,000 Accounts $ .25/account
Minimum $1,500.00
15,000 - 40,000 accounts $.23/account
40,000 accounts $.22/account
4. TPM Training 2-3 Hours $ 300.00
a. Additional manual, each $ 15.00
The above includes a short session conducted by the Data Center TPM
administrator. 1 TPM manual at no charge.
5. Hands-on CIS Training- includes training and scenario manuals for up to
five people
a. Four days at the DPC, per day $ 500.00
b. Three days at institution, per day $ 750.00
6. Migration
a. Non-STARSTREAM II customer
1. per account $ .10
2. Minimum $1,700.00
b. Current STARSTREAM II customer
1. per account $ .03
2. Minimum $ 500.00
7. Test Bank Charges
During Hands on training, the Institution will be granted access to the test
bank. This access will allow the people trained to then train the
Institutions personnel in a hands on environment.
1. Access up to migration date N/C
2. Beyond migration date $100.00/Week
8. Conversion Coverage
1. Two NCR Analysts for three days N/C
2. Additional coverage, per person, per day $ 250.00
9. Other Charges
1. CIS migration table changes, per occurrence $ 200.00
2. Post Migration training
(up to 5 people per session) $150.00/per
person/per session
Note: All mileage and reimbursable related to this product is chargeable to the
customer.
D. Micro Upload
1. Single-User OTLF - 1st copy $ 1,500.00
2. Additional copies $ 1,000.00
3. Network ( 8 stations max.)
Server 1 $ 2,000.00
Server 2 $ 1,500.00
Server 3 $ 1,500.00
4. Installation & Training $500.00 per day
5. Annual maintenance fee (15% OTLF) billed by Integrated Software Systems
Note: All mileage and reimbursable related to this product is chargeable
to the customer.
E. Micro StarReport
1. One time license fee $ 2,652.00
2. Monthly software maintenance fee $ 35.00
3. Installation & Training $ 750.00
4. ▇▇▇▇ Communication Board $ 975.00
Note: All mileage and reimbursable related to this product is chargeable to
the customer.
F. The services listed in sections G-L are specially quoted due to the numerous
factors involved in determining the price. The following is a list of the
factors considered when quoting these products.
One-time license fee
Single user versus Multi user
Stand alone versus local area network version
Monthly versus annual maintenance fee
Additional copies of the software
Installation and training
Customer support
Extraction of files
Network upgrades
PC upgrades
Additional software (i.e. Word Perfect)
Documentation
Consultation and development
Contract length (i.e. five year versus 3 year agreement)
Number of ports, connections, workstations, etc.
Additional equipment (i.e. communication boards, printers)
Additional services (i.e. custom programming)
Usage fees
G. Conversant (Voice Response System) See Section ▇▇
▇. ▇▇▇▇▇▇ Management System (BMS) See Section VF
I. Optical Disk See Section VF
J. Collection Management System See Section VF
K. Item Processing (through NCR Framingham) See Section VF
L. NCR NEW ENGLAND DPC Mortgage Management and/or Consumer Loan
System Modules:
1. Base System includes FHA/VA processing and Advanced ARM Disclosure modules
2. Secondary Market
3. Closing
4. Uplink (requires NCR New England DPC Micro Upload)
5. Credit Bureau Uplink
6. Branch Processor
7. Multiple Office Console
8. HMDA/CRA Management
M. The following products are offered by NCR New England DPC in conjunction
with
our solution partners. All pricing is special quote.
1. Micro Accounts Payable
2. Asset/Liability and Financial Planning System
3. Financial Information Plus
4. Micro Fixed Assets
5. General Ledger
6. Safe Deposit Box
7. Investment Accounting & Management System
8. Enterprise Information System (EIS)
9. Micro Securities Management System
10. Investment Portfolio Accounting
11. Loan Loss Control
12. Payroll Accounting
13. Cost Allocation System
14. Financial Report Writer
15. Shareholder Accounting
16. Asset/Liability Budget Management(ALBUM)
17. Collection Express
18. Check Express
19. Data Express
20. Escrow Express
21. Loan Setup Express
22. Name & Address Express
23. Marketing Info Center
24. The Satisfaction System
25. The Profile System
26. Customer Info Center
27. Electronic Reports
28. Management Info Center
29. Int. Rate Change System
30. Statement Express
N. 9*1*1 Disaster Recovery System
1. One-time license fee $ 3,000.00
2. Monthly software license maintenance fee $ 37.50
3. Installation, training and consultation
(1 day) plus mileage and
reimbursable $ 750.00
VI. Network Management Charges
A. Communication Network Management Charges for Dedicated Lines
All DPC on-line customers sharing communication lines shall share the total
data communication network management charges on a prorated basis.
B. Communication Network Management Charges for Dial-up Lines (where available)
The customer will be billed line charges and connect time, plus its prorated
share for communication equipment and other necessary communication network
management services.
C. Connect and Disconnect Charges
All connect and disconnect charges for telephone communications will be
billed to the appropriate customer.
D. Private Communications
The customer may elect to install private communications, in which case the
customer will order and be billed directly by the communication vendor. The
customer will be billed monthly by NCR New England DPC for data sets,
adapters,and communications equipment; for installation of this equipment;
and for related network management services.
E. Network Engineering
Network engineering services including consultation, design changes,
additions, etc. will be charged on a time-and-materials basis plus mileage
and reimbursable expenses, if incurred.
F. Termination Charges
In the event the customer terminates this agreement after the date of the
order, the customer will pay NCR New England DPC for services provided
through the effective date of cancellation plus a termination charge
determined as follows:
(i) if the service commitment period for the canceled interexchange services
is month-to-month, then there shall be no additional cancellation charge in
excess of the one months interexchange service charges.
(ii) if the services commitment period for the canceled interexchange
services is greater than month-to-month and such cancellation becomes
effective prior to the completion of the first year of the service
commitment period, then the cancellation charge shall be an amount equal to
the balance of the unexpired portion of the first year of the service
commitment period plus twenty percent of the balance of the monthly
interexchange service charges for the remainder of the service commitment
period beyond the first year.
(iii) if the service commitment period for the canceled interexchange
service is greater than month-to-month and such cancellation becomes
effective after the completion of the first year of the service commitment
period, then the cancellation charge shall be an amount equal to twenty
percent of the balance of the monthly interexchange service charges for the
remainder of the service commitment period.
VII. STARCOM Financial System - Five Year Variable Agreement
NCR NEW ENGLAND DPC may increase the rates specified in this agreement provided
that not less than ninety (90) days written notice shall be given to the
customer before the effective date of the increase. If the increase exceeds 9%
in any calendar year, the customer may terminate this agreement without any
termination charge on the effective date of the increase with thirty (30) days
written notice to NCR New England DPC. In the event that the customer terminates
this agreement after the date of the order, whether prior to or after
certification, NCR New England DPC shall be entitled to retain any deposit
previously paid by and/or due from the customer, any charges due for the initial
conversion and masterfile set-up, all discounts applicable with this contract,
and in lieu of other damages actually incurred, the termination charges listed
below:
Eighty percent (80%) of the average monthly billing for the most recent three
month period times the number of months remaining under the term of this
agreement Termination charges are billable when cancellation notification is
received by NCR and payable within 30 days.
When the term of the Data Processing Agreement or any renewal term thereof
expires, the Agreement shall renew automatically for a term equal to the
expiring term unless Customer provides to NCR New England DPC, at least one
hundred eighty (180) days prior to the scheduled expiration date, written
notification of termination for each processing application and software license
covered by the Agreement.
If a shorter renewal term is desired, written notice must be provided to NCR New
England DPC not less than one hundred eighty (180) days prior to the scheduled
expiration date of the current term. Should the renewal term be less than three
years, the customer may be subject to the then current highest rate plus the
following surcharge:
TERM SURCHARGE
2 Years 10%
1 Year 15%
Monthly* 25%
*Monthly terms are not eligible for volume discounts. In the event that the
customer elects for an early termination of this agreement, all discounts
provided to the customer for the remainder of their billing will cease.
Customer agrees to refund to NCR New England DPC all discounts provided
during this contract term, from the date of this agreement until the time of
the early termination. All other standard early termination charges will be
incurred by the bank. All costs relating to the deconversion (i.e.
programming, materials, computer time, special processing, etc.) will be
invoiced to the customer by NCR when incurred and payable within 30 days.
All invoices must be paid in full prior to releasing final deconversion
data.
REPORTS AND SERVICES
The STARCOM Financial System includes all standard reports listed below. The
reports listed below are representative; their titles, contents and
frequency are subject to change without notice.
I. STARCOM Financial Deposit Account System Reports
A. Daily Report Preparation
1. Teller Terminal Proof
2. Daily Transaction Summary Report
3. Savings Transaction Journal
4. Savings Exception Activity Journal
5. NOW/DDA Account:
a. Non-Sufficient and Uncollected Funds Report
b. Waived Service Charge Journal
c. Kiting Suspect Report
d. Stop Payment Suspect Report
e. Over draft Journal
f. Returned Items Report
g. Non-Sufficient Funds (NSF) Notices
h. Uncollected Funds Notices
6. Savings Trial Balance (Totals Only)
7. Savings Daily Maintenance Journal
8. CIF N & A Search Key Update
9. Direct Deposit Validation Report
10. NOW Inclearing Validation Report
11. ATM Transaction Validation
12. Savings Exception Recap Report
13. Savings Variable Rate Earnings Report
14. Certificate Maturity Update Journal
15. Permanent Withdrawal Order (PWO) and Income Processing
Update Journal
16. Autotrans Reconciliation Report
17. Summary of Month-to-Date Savings Account Activity
18. Misc. Receipts and Checks Issued Register
19. Misc. Receipts and Checks Issued Summary
B. Weekly Report Preparation
1. Savings Overdraft Trial Balance
2. Savings Trial Balance (Fiche Only)
C. Monthly Report Preparation
1. Savings Trial Balance (Detail) (Fiche Only)
2. Certificate of Deposit Recap
3. Dormant and Inactive Report
4. New Account Listing
5. Closed Account Listing
6. Certificate of Deposit - Maturity Summary
7. Combined Statements Register
8. Retirement Account Billing Report
9. Retirement Account Trial Balance
10. Pension Fund Statements Register
11. STARS Overage Report/Notices
12. Investment Changes Report
13. Matured Investment Report
14. Accounts Eligible for Distribution
15. Accounts Requiring Distribution
16. Accounts Over ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. Age Summary Report
18. Distribution Summary
D. Periodic Report Preparation
1. Anticipated Earnings Recalculation Journal
2. Pre-Check Exception Report
3. Savings History Print
4. Savings Account Type Table Update Report
5. Stop Payment Expiration Report
6. Savings Masterfile Print
7. Parameter Update Journal
8. Check Register
9. Earnings Crediting Exception Report
10. Earnings Transfer Journal
11. Earnings Distribution Journal and Trial Balance (Fiche Only)
E. Annual Report Preparation
1. Purged Accounts Listing
2. Earnings Paid YTD Reported to IRS
3. Federal Forms Exception Report
4. STARS Shortage Report/Notices
5. All Federal Forms (see Schedule 2 for pricing)
II. STARCOM Financial Loan Account System Reports
A. Daily Report Preparation
1. Collateral Loan Transaction Journal
2. Exception Loan Transaction Journal
3. Consumer Loan Transaction Journal
4. Commercial Loan Transaction Journal
5. Loan Transaction Journal
6. Mortgage Loan Active-Delinquent Journal
7. Mortgage Loan Transaction Journal
8. Loan SATT Index Rate Update
9. Loan Maintenance Journal
10. Input Loan Summary Trial Balance
11. Accrual Loan Trial Balance
12. Collection Loan Disbursement Report
13. Loan Trial Balance (Summary)
14. Summary of Month-to-Date Loan
15. Commercial Loan Delinquency Report
16. Commercial Loan New Account Report
17. Commercial Loan Paid-Off Account Report
18. Commercial Loan Line of Credit Report
19. Commercial Loan Collateral Control Report
20. Commercial Loan Maintenance Journal
21. Commercial Loan Review Report
22. Commercial Loan Trial Balance
23. Consumer Loan Exception Journal
24. Single Payment Loan Maturity Report
25. Single Payment Loan Renewal
26. New Consumer Loan Report
27. New Consumer Loan Report
28. Paid Off Consumer Loan Report
29. Subsidiary Journal Participation Loans
30. Subsidiary Journal Update Report
31. Construction Loan Update Report
32. Lot Status Report
B. Monthly Report Preparation
1. New Installation Loans Report
2. New Mortgage - Collateral Loans Report
3. Loans in Foreclosure Report
4. Paid Off Mortgage - Collateral Loans Report
5. Loan Trial Balance (Detail)
6. Accrued/Prepaid Journal
7. Delinquency Summary
8. Pledged Loan Report
9. Pledged Savings on Loan Accounts
10. Analysis of Loans by Asset Limitation Code
11. Analysis of Loans by FSLIC Location Code
12. Analysis of Loans by Interest Rate
13. Analysis of Loans by Location Code
14. Analysis of Loans by Purpose Code
15. Collateral Loan Report
16. Deferred Income and Expense Trailer Print
17. Deferred Expense Journal
18. Deferred Income Journal
19. Schedule RC-J Report
20. Section H Report
21. Maturity Projection Report
22. Commercial Delinquency Summary
23. Commercial Loan Inactive Account Report
24. Consumer Loan Delinquency Summary
25. (Mortgage) Loan Activity Report FNMA LASER
26. (Mortgage) Loan Activity Summary FNMA LASER
27. Monthly Payment/Note Rate Change FNMA LASER
28. Trial Balance FNMA LASER
29. FNMA 2010 Monthly Accounting Report
30. FNMA 2020 Liquidation Schedule
31. FNMA 2030 Monthly Summary Report
32. GNMA 1710A Issuers Monthly Accounting Report
33. GNMA 1710E Liquidation Schedule
34. GNMA 1710D Issuers Monthly Summary Report
35. MBS Other Detail Report
36. Cash Receipts Serviced Loans
37. Delinquent Serviced Loans
38. New/Closed Accounts Serviced Loans
39. Next Month Prepaid Serviced Loans
40. Prepaid Receipts Serviced Loans
41. Trial Balance Serviced Loans
42. Remittance Reconciliation
43. Participation Report Summary
44. 308 Group Report (FHLMC MIDANET)
C. Periodic Report Preparation
1. Loan Masterfile Print
2. Commercial Loan Masterfile Print
3. Late Charge Journal
4. Delinquency Report
5. Slow Loan Report
6. Delinquency Report by Investor
7. Delinquency Summary by Investor
8. Consumer Loan Delinquency Report
9. Commercial Delinquency by Investor
10. Commercial Delinquency Summary by Investor
11. Consumer Delinquency by Investor
12. Consumer Delinquency Summary by Investor
13. Adjustable Mortgage Loan - Notice Options
14. Alternative Mortgage Instrument Analysis Report
15. Single Payment Loan Maturity Notice
16. Collection Card
17. Paid Off Loan Card
18.FNMA Special Trial Balance
19. Line of Credit Earnings Report
20. Line of Credit Trial Balance
21. Commercial Loan Compensating Balance Report
22. FHA Case Number Listing
23. IRS Report
24. Loan Disclosure Statement
25. Escrow Disbursements Due
26. Insurance Disbursements Due
27. MIP Disbursement Due
28. Taxes Due Report
29. Loan History Print
30. Purged Account Report
31. Pending Payoff Report
32. Loan Portfolio
33. Recycle/Assumption Report
34. Dealer Floorplan Update Report
35. Dealer Floorplan Collateral Report
36. Dealer Floorplan Report by Collateral Report
37. Dealer Trial Balance
38. Dealer Statistical Loan Volume
39. Dealer Floorplan Purged Collateral Report
40. Dealer Floorplan Report
41. Dealer Floorplan Inventory Report
42. Dealer Funds Report
43. Construction Loan Update Report
44. Construction Loan Builder Summary
45. Construction Loan ▇▇▇▇
46. Construction Loan Billing Summary
47. Construction Loan Summary Report
48. Construction Loan Master File Print
49. Loan Standard Account Type Table
50. Participation Report
51. Loan Totals Only Trial Balance
52. FHLMC Form 11 Detail
53. FHLMC Form 13SF Detail
54. FHLMC Form 381 Detail
55. FHLMC Delivery Detail Report
56. FHLMC Delivery Exception Report
57. FNMA Loan Schedule 1068
58. FNMA Loan Schedule 1069
59. FNMA Delivery Exception Report
60. Loan Masterfile Processing Report
III. STARCOM Financial General Ledger System Reports
A. Daily Report Preparation
1. Transaction Entry Run Report: Input Source Totals
2. Daily Trial Balance and Posting Run: Detail and Summary
3. G/l Cycle Update Report
4. Trial Balance by Account
5. Trial Balance by Master Record
6. Master File Maintenance Report
B. Monthly Report Preparation
1. Monthly Statement of Operations (Income and Expense)
2. Custom Statement of Conditions
3. Custom Statement of Operations
4. G/L Data Extract for Financial Information Plus
C. Periodic Report Preparation
1. Snapshot Report
2. Budget Report
3. Standing Journal Entry Snapshot Print Report
4. Account/Department Cross Reference Report
5. Chart of Accounts
SCHEDULE 4
ADDITIONAL PROVISIONS
The NCR New England DPC STARCOM Financial System is an on-line system currently
capable of processing the following applications: loans, savings, NOW/DDA, and
general ledger. Transactions entered through the on-line terminals cause the
accounts to be updated simultaneously. Because transactions are entered on-line,
the source or original entry documents are retained in the institution. The
institution may inquire into individual accounts at any time. If necessary,
changes (maintenance) can be performed through the on-line terminals. When
disruption of communications with the central processor occurs, data capture, a
terminal option, can be used to allow continued processing via off-line
operations. This same option provides for the automatic re-entry of transactions
processed off-line when communications are re-established. Otherwise,
transactions processed through the terminal in the off-line mode are manually
re-entered when communications are re-established.
The system provides individual account level codes which restrict on-line
accessibility to a given account. In addition, access to the on-line file is
controlled by operator sign-on codes. The level of the sign-on code determines
the amount of operator accessibility. The control and procedures governing the
issuance of these codes to operating personnel are the responsibility of the
customer.
The NCR New England DPC Regional STARCOM Data Centers use computer hardware
which provides adequate processing power to serve the needs of our customers.
The current equipment configuration will be published at least annually to the
Users Group. NCR New England DPC reserves the right to make computer or
equipment changes necessary to serve our customers.
Each NCR New England DPC Regional STARCOM Data Center has a formalized procedure
for maintaining masterfile account data. In the event of a disaster, these
files, along with other data, would be used to recreate the destroyed files. The
disaster procedures for each Data Center are available for inspection at the
data center for the Users Committee, third party auditor, and state or federal
examiners.
NCR New England DPC agrees that during the term of the Agreement, the Office of
Thrift Supervision (OTS) will have the authority and responsibility provided to
the other regulatory agencies pursuant to the Bank Service Corporation Act, 12
U.S.C. Section 1867(c). NCR New England DPC also will provide the OTS District
Director of the district in which the NCR New England DPC data processing center
providing services under the Agreement is located with a copy of the current
third party review report when a review has been performed. NCR New England DPC
agrees to provide the Office of the Thrift Supervision of the district in which
the NCR New England DPC data processing center providing services under this
Agreement is located with a copy of NCR New England DPC's current audited
financial statements annually. NCR New England DPC also agrees to release the
information necessary to allow Customer to develop a disaster contingency plan
which will work in concert with NCR New England DPC's plan.
SECURITY OF CUSTOMER INFORMATION
Data Processing Center on-site fire retardant data vaults will be utilized on a
daily basis, to store magnetic masterfiles and the daily transaction files.
Duplicate copies of the masterfile will be stored on a weekly basis, at a secure
off-site location and will be backed up with the daily transactions retained at
the on-site secure location.
Data Processing Center has installed protective measures to insure the
continuation of processing in the event of disaster such as fire, flood, or loss
of power. These may include security systems, smoke, fire, and water detectors,
back-up generators, uninterruptable power supply (U.P.S.) In the event that
processing cannot continue on- site, communications may be routed to the back up
processing hot-site through the Mobile Communications Vehicle.
Data Processing Center has a disaster recovery plan in place which outlines
procedures that will be followed in the event of disaster. These plans are
currently being updated by the installation of the 9.1.1 Disaster Recovery
software for Data Processing Center Environments.
Data Processing Center has a planned minimum response time of 72 hours required
to restore access to user institutions' records in the event of a disaster.
The 9.1.1 Disaster Recovery software for Data Processing Centers will be
reviewed in all data centers on an annual basis. The communications portion of
disaster recovery will be tested periodically.
The NCR New England DPC Corporation provides insurance coverage for NCR New
England DPC Data Processing Centers. This coverage includes the replacement of
E.D.P. equipment, reconstruction of data file media, and extra expense that
might result should a loss occur. These insurance policies will not indemnify
our customers.
Procurement of telephone services and/or communications hardware from third
parties ("Provider(s)") is done as an accommodation to Customer. NCR NEW ENGLAND
DPC IS NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE PERFORMANCE OF ANY PROVIDER
OR ITS SERVICES AND CUSTOMER AGREES THAT NCR NEW ENGLAND DPC HAS NO LIABILITY
THEREFOR. Customer agrees to be bound by the terms of (i) any agreement between
NCR New England DPC and any Provider and/or (ii) any applicable tariff, which
terms relate to warranties, the limitation of such Provider's liabilities, and
the availability of remedies. If Customer sues a Provider and obtains a judgment
against it or settles a controversy with a Provider, and NCR New England DPC is
liable to the provider therefor, whether by operation of law or by contract or
otherwise, Customer shall indemnify NCR New England DPC therefor.
ADDENDUM TO THE DATA PROCESSING AGREEMENT BETWEEN THE
IPSWICH SAVINGS BANK AND THE NCR NEW ENGLAND DATA CENTER
In consideration of a five year Data Processing Agreement, the NCR Data Center
will make the following incentives available to the Ipswich Savings Bank.
o Waiver of the 1997 & 1998 price increase that will become effective in the
month this Agreement is signed. In the event NCR deems in necessary to
increase prices in the future, they will be tied to but not to exceed the
published CPI rate.
o Ipswich Savings Bank will retain the 19% discount on core processing from
its previous contract. Ipswich Savings Bank will not incur a surcharge for
their ISC teller terminals as described in the 1996 terminal twilight letter
from NCR.
o Ipswich Savings Bank will not incur early termination penalties if they
migrate to the Autobank system during this five year agreement. Standard
conversion charges would apply.
o Ipswich will have an "early out" option that can be exercised during the
month of August 1998 for both STARCOM and Item processing. Under this option
Ipswich Savings Bank may give NCR six months notification of their intention
to deconvert; and not pay early termination penalties as outlined in
schedule A. This option supersedes schedule A. If Ipswich exercises this
option three fifths of all discount given the Institution over the first 18
months of the contract will be paid back to NCR and all future discounts on
processing will be halted for the remaining six months. If these discounts
are not paid back this option will be null and void and early termination
penalties for a five year contract will apply as outline in schedule A of
this agreement.
o Thefollowing products will be discounted if purchased by February 28th of
1998:
BMS Software - 10%
Oracle migration fee of seven cents an account will be waived
IS migration fee of three cents an account will be waived
Optical Disk- 10%
Conversant (service bureau option) - 10%
NCR's charges for contract termination can be found on the attached Schedule A.
These charges supersede the charges listed in our Data processing and pricing
Agreement.
APPROVALS TO THIS ADDENDUM:
IPSWICH SAVINGS BANK
BY:/s/▇▇▇▇▇ ▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇, President, not individually
NCR NEW ENGLAND DATA CENTER
BY:
---------------------------------------
SCHEDULE A
In the event that the customer terminates this agreement after the date of the
order, whether prior to or after certification, NCR shall be entitled to retain
any deposit previously paid by and/or due from the customer, any charges due for
the initial conversion and masterfile set up, and in lieu of other damages
actually incurred, their termination charges listed below:
Termination During Months
Month 1-12 o Eight times the average monthly billing* for the most recent
three month period, or eight times the proposed monthly
billing*, whichever is greater.
Month 13 - 24 o Six times the average monthly billing* for the most recent
three month period.
Month 25 - 36 o Four times the average monthly billing* for the most recent
three month period
Month 37 - 60 o Three times the average monthly billing* for the most recent
three month period.
*Monthly billing - as described above refers to Monthly Base charges and Data
Communications charges only.
This schedule supersedes the early termination penalties in section 17-2.