EXHIBIT 10.27
CLAIMS SERVICING INFORMATION TECHNOLOGY LICENSE AGREEMENT
This CLAIMS SERVICING INFORMATION TECHNOLOGY LICENSE AGREEMENT
(this "Agreement") is dated as of July 1, 2003 (the "Effective Date"), and is
between ROYAL INDEMNITY COMPANY ("Licensor"), a Delaware property and casualty
insurance company, and UNDERWRITERS REINSURANCE COMPANY ("Licensee"), a
corporation organized under the laws of New Hampshire. 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
Claims Servicing Agreement, of even date herewith (the "Service Agreement"),
pursuant to which Licensee agrees to perform the Claims Services under the
Service Agreement (collectively, the "Services"); and
WHEREAS, in order for Licensee to provide the Services under
the Service Agreement, Section 2.1(c) of the Service Agreement provides that
Licensee' 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 (except as set forth in Section 8.6) 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 Section 8.6 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 or any portion of the Computer Systems
except to the extent such foregoing restriction is expressly prohibited by
Applicable Law.
2
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 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 10.1 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
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.
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
4
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 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
5
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 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
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 XV 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 the Parties (together with
the schedules and 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.
6
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 provisions 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), or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties to this Agreement
as follows:
If to the Licensor, to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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.: (▇▇▇) ▇▇▇-▇▇▇▇
7
If to Licensee, to:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
c/o Royal Specialty Underwriting, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to (which shall not constitute notice to Licensee
for purposes of this Section 8.4):
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile 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 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 16.10 of the Service Agreement and Licensee may sublicense its rights to
an affiliate solely in connection with such affiliate rendering the Services
provided that Licensee and such affiliate both remain bound by all the terms and
conditions set forth in this Agreement.
8.7 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
8.8 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.
8.9 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.
8.10 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.
8.11 Consent to Jurisdiction. Each of the Parties hereto
irrevocably and unconditionally submits to the exclusive jurisdiction of the
state and federal court located in the State of Delaware for the purposes of
enforcing this Agreement or the other Ancillary Agreements. 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.
8.12 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.
8.13 Survival. The provisions of Sections 5, 7 and 8
hereof shall survive the termination of this Agreement.
9
8.14 Termination.
(a) Either Party may terminate this Agreement immediately
upon notice if the 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) (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.
8.15 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
licensees 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:
(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.
10
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:
UNDERWRITERS REINSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
11
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) Claim Interface - URC transmits claim information that is used to
populate the Royal CLASS system. This data is transmitted via the Internet using
the FTP protocol. The dataset name is ▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇▇ and the Host job
name is H4D09.
2) CLASS database and user interface via the Royal Host system.
3) CISS Database (database containing a relational copy of CLASS claims
data)
4) INFONET ISO Service Information comprised of ISO Suite software
licensed in name of Royal Indemnity Company and customized components developed
by Royal Indemnity Company.
5) ISONET Rate, Rule and Form Information for Divisions One, Three, Five,
Six, Seven, Eight, Eleven, Twelve and Thirteen accessed through license in name
of Royal Indemnity Company.
6) ISO Claim Search information accessed through license in name of Royal
Indemnity Company.
7) The following databases accessible via Lotus Notes (note that access to
these databases may require Lotus Notes; Licensor will not be providing Lotus
Notes to Licensees hereunder):
Complaint Log
Litigation Management Guidelines
8) 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 Licensees.