1
EXHIBIT 10.25
Strategic Data Systems, Inc.
System Support Agreement (SSA)
Strategic Data Systems, Inc. (SDS) desires to provide Company, ("Client") and
Client desires to select from SDS certain services to support the SDS PRODUCT/S
used by Client and agree to the following:
CLIENT REQUESTED SERVICES
SDS shall provide data processing support services related to *(PRODUCT/S).
These services encompass areas such as:
-- Problem resolution
-- System enhancement
-- System planning
-- System changes
SDS INITIATED SERVICES
SDS shall make system changes such as:
-- Bureau statistical changes
-- Certain system software updates
-- System problem corrections
Hardware vendor's costs for system software updates shall be at Client expense.
ENHANCEMENTS/NEW COMPONENTS
SDS shall make available all enhancements and new components for a fee.
Enhancements are modifications to existing system components. New components
are additional system capabilities for which SDS may charge a license fee.
EQUIPMENT SOFTWARE
Client is required to have sufficient hardware and associated software to
provide telecommunications capabilities with SDS.
TERM
This Agreement shall take effect on 01/01/ and shall be terminated on 12/31/.
2
Strategic Data Systems, Inc.
System Support Agreement (SSA)(continued)
RENEWAL
This agreement shall be renewed for a period of three calendar years unless 60
days prior to the beginning of the renewal period, Client notifies SDS of
Client's intent not to renew.
RENEWAL CHANGES
SDS reserves the right to change, for a renewal term, the rates, terms and
conditions in this Agreement by notifying Client 60 days prior to the beginning
of the renewal period. SDS also reserves the right to change Schedule A of this
Agreement annually, by notifying Client 60 days prior to the end of the
calendar year.
TRAVEL
A maximum of two hours per working day for travel time incurred by SDS in
providing services under this Agreement shall be charged against the contract
service hours.
EXPENSES
Client shall pay SDS for all reasonable out-of-pocket expenses such as travel,
lodging and telecommunications, incurred by SDS in providing services under
this Agreement.
TAXES
Client shall pay any excise, sales, use, privilege or other similar taxes
levied or based on payments made pursuant to this Agreement.
INVOICES
SDS shall invoice Client monthly for expenses and service hours, where
appropriate. Each invoice shall be payable by Client to SDS within thirty (30)
days of invoice date. Client shall pay SDS a late charge penalty of 1.5% per
month (18% A.P.R.) on amounts not paid within 30 days of billing.
LIMITATION OF LIABILITY
For purposes of this Agreement, SDS will not be responsible for any incidental
or consequential damages, including but not limited to loss of business or
business profits, regardless of whether said damages were foreseeable. In no
event shall SDS' liability to Client for any loss, damage or injury, regardless
of the nature of such loss exceed the total amount received by SDS under this
Agreement for the year in which the damage or injury occurred.
SDS shall not be liable for any fines assessed by a bureau for submitting
faulty data.
2
3
Strategic Data Systems, Inc.
System Support Agreement (SSA)(continued)
NONHIRE PROVISION
Client acknowledges that SDS makes a substantial investment in the training and
development of its employees with whom Client may come in contact during the
course of this agreement, and Client agrees, during the term of this agreement
and for a period of 12 months thereafter, not to hire, whether through
solicitation by Client or otherwise, any employee of SDS without the prior
express written consent of SDS.
MISCELLANEOUS
This agreement supersedes any prior System Support Agreements between SDS and
Client.
3
4
Strategic Data Systems, Inc.
System Support Agreement (SSA)
Accepted By:
STRATEGIC DATA SYSTEMS, INC. ((Company))
By: By:
------------------------ ---------------------------
Name: Name:
---------------------- -------------------------
Title: Title:
--------------------- ------------------------
Date: Date:
---------------------- -------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇:((▇▇▇▇▇▇▇))((▇▇▇▇▇▇▇▇))
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ((City)), ((State)) ((PostalCode))
5
SCHEDULE A
PAYMENT OPTIONS
FOR THE TERM JANUARY 1 - DECEMBER 31,
I. ANNUAL SERVICE HOURS _______
(Minimum number of hours is )
II. PAYMENT OPTIONS
_______ MONTHLY PAYMENT OPTION
SDS shall invoice the customer on a monthly
basis for the actual hours used or the
minimum, whichever is greater.
_______ INSTALLMENT PAYMENT OPTION
SDS shall invoice the customer at 50% of
the annual cost on January 1, 1996; 25% of
annual cost on April 1, 1996 (or upon usage
of 50% of the Annual Service Hours as
identified above); 25% of the annual cost
on June 1, 1996 (or upon usage of 75% of
the Annual Service Hours as identified
above).
ACCEPTED BY:
STRATEGIC DATA SYSTEMS, INC. ((Company))
By: By:
------------------------ ---------------------------
Name: Name:
---------------------- -------------------------
Title: Title:
--------------------- ------------------------
Date: Date:
---------------------- -------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇:((▇▇▇▇▇▇▇▇))
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ((Address2))
((City)), ((State)) ((PostalCode))