EXHIBIT 10.24
ADMINISTRATIVE SERVICES
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This ADMINISTRATIVE SERVICES INTELLECTUAL PROPERTY LICENSE
AGREEMENT (this "Agreement") is dated as of July 1, 2003 (the "Effective Date"),
and is among ROYAL INDEMNITY COMPANY, a Delaware property and casualty insurance
company ("Licensor"), and ROYAL SPECIALTY UNDERWRITING, INC., a corporation
organized under the laws of Georgia ("Licensee"). Licensor and Licensee are
sometimes referred to herein individually as, "Party" and collectively as, the
"Parties." Capitalized terms used but not defined herein and which are defined
in the Service Agreement (as defined below), shall have the meanings ascribed to
them in the Service Agreement.
WHEREAS, Licensor and Licensee are parties to that certain
Landmark Administrative Services Agreement, of even date herewith (the "Service
Agreement"), pursuant to which Licensee agrees to perform the Administrative
Services under the Service Agreement (collectively, the "Services");
WHEREAS, in order for Licensee to provide the Services under
the Service Agreement, Section 2.1(d) of the Service Agreement provides that
Licensee's access to the Computer Systems controlled by Licensor that are
necessary for it to provide the Services and other services specified therein
shall be governed by the terms of this Agreement; and
WHEREAS, Licensor and Licensee are each willing to enter into
such arrangements on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing premises, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereto hereby covenant and agree as follows:
1. LICENSE GRANT; TERM.
1.1 License Grant.
(a) Effective upon the Effective Date and subject to all
the terms and conditions of this Agreement, Licensor hereby grants to Licensee,
and Licensee hereby accepts from Licensor, during the Term a limited,
royalty-free, non-exclusive, non-transferable or assignable (except as set forth
in Section 8.6), sub-licenseable (as set forth in Section 8.7) license to (i)
access through transmission media as specified on Schedule 1.1(1), display and
use the Computer Systems, including, without limitation, the databases and
software described in Schedule 1.1(2) hereto and related documentation, if any,
and (ii) download data from, and upload data to, Licensor's Network System, in
agreed-upon format solely in connection with the Services under the Service
Agreement. The license shall include at no charge any changes, modifications and
upgrades to the Computer Systems as Licensor may develop from time to time
and/or make available through the Network System or otherwise. For purposes of
this Agreement, "Network System" shall mean Licensor's servers on which the
Computer Systems reside, which servers are located at Licensor facilities at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as may be relocated at
Licensor's discretion upon thirty (30) days' prior written notice to Licensee.
(b) With respect to any Computer Systems accessed by
Licensee on Licensor's Network System via website, and/or otherwise via the
Internet or Licensor's intranet in accordance with the terms herein:
(i) Licensor will act at its sole cost to maintain all
communications equipment inside the Network System firewalls and
necessary for Licensee to access the Computer Systems. Licensee shall
be responsible for maintaining access to communications equipment as
necessary to access and use the Computer Systems, and download and
upload data from inside the Network System firewall. Each Party shall
be responsible for its own transmission, reception, storing and
handling of originated electronic documents, and provide and maintain
the equipment, software, services, and testing necessary to perform
such Party's obligations under this Agreement effectively and reliably.
(ii) Licensee covenants to Licensor that it shall provide
security levels consistent with Licensor's practices to protect all
Computer Systems that Licensee accesses hereunder against the risk of
penetration by a third party by (1) protecting against intrusions, (2)
encrypting of Licensor Confidential Information transactions, and (3)
ensuring that anti-virus software is up-to-date and that DAT files are
updated regularly.
1.2 Exclusion of All Other Rights. Except as expressly
provided herein, Licensor grants no rights or licenses under this Agreement
whatsoever in or to the Computer Systems or any other Licensor products,
services or other Licensor intellectual proprietary or personal rights. All
rights and licenses not expressly granted in this Agreement are hereby expressly
reserved by Licensor or Licensee, as the case may be.
1.3 Restrictions. Except to the extent expressly
permitted herein, or by prior written permission of Licensor, Licensee shall
not, and shall not authorize any third party to: (a) modify, alter, or otherwise
create any derivative work of the Computer Systems or any portion thereof; (b)
sublicense, transfer or assign (except as provided in Sections 8.6 or 8.7
herein) the Computer Systems or any right with respect thereto; (c) rent, lease,
outsource or distribute the Computer Systems; (d) copy all or any portion of the
Computer Systems, including but not limited to, the documentation, if any; and
(e) disassemble, decompile, reverse engineer, translate, or otherwise convert to
human readable form, in whole or in part, any portion of the Computer Systems,
except to the extent such foregoing restriction is expressly prohibited by
Applicable Law.
1.4 Consultation and Training. Licensor shall provide
such consultation and training as may be reasonable and necessary to ensure
accurate receipt of or download of data and as otherwise may be reasonably
necessary for Licensee to perform the Services under the Service Agreement.
1.5 Documentation. Licensor shall provide Licensee from
time to time during the Term documentation pertaining to the use of the Computer
Systems as may be reasonably necessary for Licensee to perform the Services
under the Service Agreement, to the extent such documentation exists and has not
already been provided to Licensee.
1.6 Support and Maintenance. Licensor shall provide such
support and maintenance as may be reasonably necessary for Licensee to perform
the Services under
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the Service Agreement consistent with Licensor's support and maintenance of the
Computer Systems provided to Licensee before the Closing. Such maintenance and
support shall include, at a minimum technical support as follows: a
Licensor-designated information system coordinator shall accept and respond
diligently to all reasonable technical support inquiries posed by Licensee
relating to: (i) errors made by Licensor and encountered by Licensee in
Licensee's access to and use of the Computer Systems as provided herein; (ii)
simple explanations of the Computer Systems functionality, and (iii) maintenance
of the Computer Systems as may be provided as part of Licensor's regular Network
System maintenance for Licensor's own business purposes.
1.7 Duration. This Agreement, including any licenses
granted hereunder, shall become effective as of the Effective Date and continue
until such time as the Service Agreement shall expire or otherwise be terminated
in accordance with Section 11.1 of the Service Agreement, unless earlier
terminated in accordance with Section 8.15 herein.
2. OWNERSHIP.
2.1 Computer Systems. Licensee acknowledges and agrees
that, as between Licensor and Licensee, ownership of and title in and to the
Computer Systems and all Intellectual Property Rights in or to the Computer
Systems are and shall remain in Licensor. For purposes of this Agreement,
"Intellectual Property Rights" means, collectively, patents, trade secrets (as
defined in the Restatement, Second, Torts), copyrights, trade names, rights in
trade dress, and all other intellectual property rights, whether arising under
the laws of the United States or any other state, country or jurisdiction,
including all rights or causes of action for infringement or misappropriation of
any of the foregoing, in each case now existing or hereafter arising during the
term of this Agreement.
3. PROTECTION OF COMPUTER SYSTEMS.
3.1 Legal Action. Except as set forth below, Licensor
shall maintain sole control and discretion over the prosecution and protection
of all rights, including all Intellectual Property Rights, in and to the
Computer Systems.
3.2 Protection of Intellectual Property Rights.
3.2.1 Licensee shall promptly notify Licensor in
writing of any unauthorized use, infringement, misappropriation,
dilution or other violation of the Computer Systems of which it becomes
aware or suspects.
3.2.2 Licensor shall have the primary right, but
not the obligation, to bring and control any suits against any
unauthorized use, infringement, misappropriation, dilution or other
violation of the Computer Systems, unless Licensor otherwise consents
in writing. In the event that Licensor elects not to exercise this
right, Licensor (at Licensee's request) shall execute appropriate
documents to authorize Licensee to bring and to control such action,
and Licensor shall reasonably assist Licensee in any such action,
including being named as a party to such litigation as required by
applicable law. Licensor shall have the right to participate and be
represented in any such action, suit or proceeding by its own counsel
at its own expense.
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3.2.3 Licensee agrees to reasonably cooperate with
Licensor, at Licensor's cost (except for de minimis expenses, which
shall be borne by Licensee), in any litigation or other enforcement
action that Licensor may undertake to enforce or protect the Computer
Systems, including, upon Licensor's reasonable request, the execution,
filing and delivery of all documents and proof necessary for such
purpose. Licensee shall have the right to participate and be
represented in any such action, suit or proceeding by its own counsel
at its own expense.
3.2.4 Except as expressly stated in this Section
3.2, each party shall bear the costs, fees and expenses incurred by
such party in complying with the provisions of this Section 3.2,
including those incurred in bringing or controlling any such suits.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Each party hereto represents and warrants that: (i)
it is a corporation duly organized, validly existing and in good standing under
the laws of its state of incorporation and has full power and authority
(corporate and otherwise) to own its properties and assets and to conduct its
business as now being conducted; (ii) it has the corporate power and authority
to enter into this Agreement, and the execution, delivery and performance of
this Agreement and the transactions and other documents contemplated hereby have
been duly authorized by all necessary corporate action on the part of such
party; (iii) this Agreement has been duly executed and delivered by authorized
officers of each party, and constitutes a legal, valid and binding obligation of
the party, fully enforceable against such party in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and similar laws of general applicability relating to or affecting
creditors' rights, and general equity principles.
4.2 Licensor represents and warrants that: (i) Licensor
has the right to grant the licenses granted herein; (ii) Licensee's use of the
Computer Systems in the performance of the Services and its obligations under
the Service Agreement does not and will not violate or infringe the Intellectual
Property Rights of any person who is not a party to this Agreement; (iii)
Licensor will not knowingly include or insert, or knowingly permit or cause any
third party to include or insert, any computer virus on the Computer Systems
that will be available to Licensee; (iv) the Computer Systems shall, during the
course of this agreement, be free of material defects; and (v) Licensor shall
make the Computer Systems available to Licensee as reasonably necessary for
Licensee to perform the Services.
4.3 EXCEPT AS SET FORTH IN SECTIONS 4.1 AND 4.2, (A) THE
COMPUTER SYSTEMS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PROPER COOPERATION OR
INTERFACING WITH THIRD PARTY INFORMATION TECHNOLOGY OR OTHER WARRANTIES,
CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED; AND (B)
LICENSEE EXPRESSLY WAIVES
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ANY AND ALL RIGHTS IT MAY HAVE UNDER THE UNIFORM COMMERCIAL CODE.
5. INDEMNIFICATION.
5.1 Licensee will indemnify, defend and hold harmless
Licensor and its employees, officers and directors from and against all claims,
liabilities, suits, damages, costs and expenses, including, without limitation,
reasonable attorneys' fees, resulting from any claim brought by any third party
(excluding any Affiliate of Licensor) alleging infringement by Licensee of such
third party's Intellectual Property Rights arising out of Licensee's use of the
Computer Systems outside the scope of use of the Computer Systems permitted to
Licensee hereunder and/or that is contrary to the rights granted to Licensee
herein, except for losses, liabilities or damages arising from the sole claim
that the Computer Systems or Licensor's grant hereunder infringe the
Intellectual Property Rights of such third party, independent of Licensee's use
thereof.
5.2 Licensor will indemnify, defend and hold harmless
Licensee and its employees, officers and directors from and against all claims,
liabilities, suits, damages, costs and expenses, including, without limitation,
reasonable attorneys' fees, resulting from any claim brought by any third party
alleging infringement by Licensee of such third party's Intellectual Property
Rights arising out of Licensee's use of the Computer Systems to the extent such
use of the Computer Systems falls within the scope of or is not contrary to the
rights granted to Licensee herein. Notwithstanding anything to the contrary in
the foregoing sentence, Licensor shall not indemnify Licensee with respect to
the possibility of infringement by Combination Use of the Computer Systems. The
Parties agree that Licensor has no duty to investigate or to warn Licensee of
any such possibility. As used herein, "Combination Use" means use of any
Computer System outside the scope of the license granted herein or use of the
Computer Systems in combination or conjunction with any software other than the
Computer Systems, any unauthorized modifications under Section 1.3, or
combination with any Licensee hardware.
5.3 In the event that either Licensor or Licensee wishes
to assert a claim for indemnification under this Section 5, such party seeking
indemnification (the "Indemnified Party") shall deliver written notice (a
"Claims Notice") to the other party (the "Indemnifying Party") no later than ten
(10) Business Days after such claim becomes known to the Indemnified Party,
specifying the facts constituting the basis for, and the amount (if known) of
the claim asserted. Failure to deliver a Claims Notice with respect to a claim
in a timely manner as specified in the preceding sentence shall not release the
Indemnifying Party from any of its obligations under this Section 5, except to
the extent the Indemnifying Party is materially prejudiced by such failure.
6. DISCLAIMER OF CONSEQUENTIAL AND SPECIAL DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NEITHER PARTY NOR ANY RELATED ENTITY THEREOF SHALL BE LIABLE
TO THE OTHER PARTY, ANY RELATED ENTITY THEREOF OR ANY OTHER THIRD PERSON UNDER
THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR
PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT
(INCLUDING
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NEGLIGENCE AND STRICT PRODUCT LIABILITY) INDEMNITY OR CONTRIBUTION, AND
IRRESPECTIVE OF WHETHER A PARTY OR ANY RELATED ENTITY HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
7. CONFIDENTIALITY; ARBITRATION.
7.1 All confidential and proprietary information shall be
protected in accordance with Article XII of the Service Agreement.
7.2 All disputes between the Parties shall be subject to
the provisions of Article XIV of the Service Agreement.
8. GENERAL.
8.1 Amendment, Modification and Waiver. This Agreement may not be
amended, modified or waived except by an instrument or instruments in writing
signed and delivered on behalf of each of the Parties hereto.
8.2 Entire Agreement. This Agreement, the Service Agreement and
the other Ancillary Agreements between or, as the case may be, among the Parties
(together with the exhibits hereto and the other agreements, documents and
instruments delivered in connection herewith) constitute the entire agreement
among the Parties with respect to the subject matter hereof and thereof and
supersede all other prior agreements and understandings, both written and
verbal, among the Parties or any of them with respect to the subject matter
hereof.
8.3 Interpretation.
(a) When a reference is made in this Agreement to a
Section, such reference shall be to a section of this Agreement unless
otherwise clearly indicated to the contrary. Whenever the words
"include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation." The
words "hereof," "herein" and "herewith" and words of similar import
shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement. The
meaning assigned to each term used in this Agreement shall be equally
applicable to both the singular and the plural forms of such term, and
words denoting any gender shall include all genders. Where a word or
phrase is defined herein, each of its other grammatical forms shall
have a corresponding meaning.
(b) The Parties have participated jointly in the
negotiation and drafting of this Agreement; consequently, in the event
an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties
thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any provision of
this Agreement.
8.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
(which is confirmed), by courier
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(delivery of which is confirmed) or by registered or certified mail (postage
prepaid, return receipt requested) to the respective Parties to this Agreement
as follows:
If to Licensor:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
General Counsel
Royal Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to (which shall not constitute notice to Licensor
for purposes of this Section 8.4):
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
If to Royal Specialty Underwriting, Inc:
Royal Specialty Underwriting, Inc.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to (which shall not constitute notice to the
Licensee for purposes of this Section 8.4):
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above. In
no event shall the
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provision of notice pursuant to this Section 8.4 constitute notice for service
of any writ, process or summons in any suit, action or other proceeding.
8.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
8.6 Assignment; Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective
successors and assigns and legal representatives. Neither this Agreement, nor
any rights, interests or obligations hereunder, may be directly or indirectly
assigned, delegated, sublicensed or transferred by any Party to this Agreement,
in whole or in part, to any other person (including any bankruptcy trustee) by
operation of law or otherwise, whether voluntarily or involuntarily, without the
prior written consent of the Parties hereto; provided, however, that this
Agreement may assigned by any Party in the event that such Party assigns its
rights under the Service Agreement pursuant to Section 15.10 of the Service
Agreement.
8.7 Sublicense. Licensee may sublicense its rights hereunder to
permitted subcontractors under Section 15.16 of the Service Agreement upon
receipt of the prior written consent of Licensor, which consent shall not be
unreasonably withheld or delayed.
8.8 Third Party Beneficiaries. Except for the provisions of
Section 5, nothing in this Agreement, express or implied, is intended to or
shall confer upon any person other than the Parties hereto any rights, benefits
or remedies of any nature whatsoever under or by reason of this Agreement.
8.9 Specific Performance. The Parties recognize and agree that if
for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each Party agrees that, in addition to any
other available remedies, each other Party shall be entitled to an injunction
restraining any violation or threatened violation of any of the provisions of
this Agreement without the necessity of posting a bond or other form of
security. In the event that any action should be brought in equity to enforce
any of the provisions of this Agreement, no party will allege, and each party
hereby waives the defense, that there is an adequate remedy at law.
8.10 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as would be enforceable.
8.11 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
8.12 Consent to Jurisdiction. Each of the Parties hereto
irrevocably and unconditionally submits to the exclusive jurisdiction of the
state and federal court located
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in the State of Delaware for the purposes of enforcing this Agreement or the
other Ancillary Agreements. If any action is brought in a state court, the
Parties shall take such actions as are within their control to cause any matter
contemplated hereby to be assigned to the Chancery Court in the State of
Delaware. In any action, suit or other proceeding, each of the Parties hereto
irrevocably and unconditionally waives and agrees not to assert by way of
motion, as a defense or otherwise any claims that it is not subject to the
jurisdiction of the above courts, that such action or suit is brought in an
inconvenient forum or that the venue of such action, suit or other proceeding is
improper. Each of the Parties hereto also agrees that any final and unappealable
judgment against a party hereto in connection with any action, suit or other
proceeding shall be conclusive and binding on such party and that such award or
judgment may be enforced in any court of competent jurisdiction, either within
or outside of the United States. A certified or exemplified copy of such award
or judgment shall be conclusive evidence of the fact and amount of such award or
judgment.
8.13 Descriptive Headings. The descriptive section headings herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
8.14 Survival. The provisions of Sections 5, 7 and 8 hereof shall
survive the termination of this Agreement.
8.15 Termination.
(a) A Party may terminate this Agreement with respect to
another Party immediately upon notice if such other Party files a petition for
bankruptcy or insolvency, has an involuntary petition under bankruptcy laws
filed against it, and such petition shall not be dismissed within 60 days after
filing thereof, commences an action providing for relief under bankruptcy laws,
files for appointment of a receiver, or is adjudicated a bankrupt concern.
(b) Agreement may be terminated by either party for any
other material breach by the other upon delivery of a sixty (60) days' written
notice of termination, if any such breach remains uncured during such sixty (60)
day period.
8.16 Bankruptcy Protection. All rights and licenses granted under
or pursuant to this Agreement by Licensor to Licensee are, and shall otherwise
be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code (11
U.S.C. Section 101 et seq.), licenses of rights to "intellectual property" as
defined therein. The Parties agree that Licensee, as licensee of such rights,
shall retain and may fully exercise all of its rights and elections under the
Bankruptcy Code. The Parties further agree that, in the event that any
proceeding shall be instituted by or against Licensor seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking an entry of an order for relief or Appointment of a
receiver, trustee or other similar official for it or any substantial part of
its property or it shall take any action to authorize any of the foregoing
actions (each a "Proceeding"), Licensee shall have the right to retain and
enforce its rights under this Agreement, including but not limited to the
following rights:
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(a) the right to continue to use the Computer Systems and all
documentation and other supporting material related thereto, in
accordance with the terms and conditions of this Agreement; and
(b) the right to a complete duplicate of (or complete access to,
as appropriate) all Computer Systems and the source code for the
Computer Systems and all embodiments of such, and Licensor shall
promptly deliver, or shall promptly cause to be delivered the same to
Licensee (i) upon any such commencement of a Proceeding upon written
request therefor by Licensee, unless Licensor elects and is permitted
to continue to perform all of its obligations under this Agreement, or
(ii) if not delivered under (i) above, upon the rejection of this
Agreement by or on behalf of Licensor upon written request therefor by
Licensee. Licensor shall maintain all Computer Systems in tangible
form.
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IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be executed on its behalf by its officer thereunto duly authorized,
all as of the day and year first above written.
LICENSOR:
ROYAL INDEMNITY COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
LICENSEE:
ROYAL SPECIALTY UNDERWRITING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
SCHEDULE 1.1(1)
TRANSMISSION SPECIFICATIONS
Access through Wide Area Network
Access via the Internet
SCHEDULE 1.1(2)
COMPUTER SYSTEMS
COMPUTER SYSTEMS AND DATABASES:
1) Premium Interface - RSUI transmits all premium transactions such as
policies and endorsements. This data is processed by Royal into the premium
accounting system. RSUI transmits the data via the Internet using the FTP
protocol, into a dataset named PRODDS1.P6IA.PREMREG.EA2701 that resides on the
Royal mainframe. The Host job that runs on the Royal mainframe to process the
data is named 5A27.
2) UIS Interface - RSUI transmits policy information that is used to
populate Royal's UIS clearance system. This data is transmitted via the Internet
using the FTP protocol. The dataset name is P00011.RSUI.UIS and the Host job
name is H8C505.
3) B-File Database and user interface provided via Royal Host system.
4) PODS Database (relational database that is a relational copy of B-File)
5) ENTRI: Premium registration system
6) INFONET - This is a Royal developed system that incorporates ISONET
with Royal's proprietary information.
7) ISONET
8) The following databases on Field1 server accessible via Lotus Notes
(note that access to these databases may require Lotus Notes; Licensor will not
be providing Lotus Notes to Licensee hereunder):
CL\State Filing Handbook.nsf
CL\UMUIM.nsf
Cl\CHARTS.nsf
CS\State Reporting.nsf
CL\RRF.nsf
CS\DEREG.nsf
CL\HAZIND.NSF
CS\Laws-DOI.NSF
Complaint Log
9) Any other Licensor software and information technology systems, if any,
as may be necessary for Licensee to perform the Services under the Service
Agreement to the extent that Licensor has the right to make such systems
available to Licensee.
