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EXHIBIT 10.70
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this "License Agreement") effective the
1st day of January, 1998, by and between Bankers Insurance Group, Inc. and
Bankers Insurance Company ("Bankers") and Insurance Management Solutions, Inc.,
a Florida corporation, with its principal place of business located at 360
Central Avenue, St. Petersburg, Florida 33701 (hereinafter referred to as
"IMS").
WHEREAS, Bankers desires to grant IMS a nonexclusive, perpetual license to
certain policy and claims administration software ("Licensed Program") and
enhancements thereto without payment by IMS of any license, user or other fee
except for the one time payment of one dollar and other valuable consideration,
the receipt and value of which is hereby acknowledged; and
NOW, THEREFORE, for and in consideration of the covenants and promises
herein recited, it is understood and agreed as follows:
1. Grant of License.
a) Bankers by its acceptance of this License Agreement by signature of
an authorized officer grants to IMS a nonexclusive license to use,
enhance, modify, sell, lease and license in both source and object
code in machine readable form (the "Licensed Program"), together with
the documentation (including, but not limited to, manuals, printed
materials, source and object codes "Documentation"). The Licensed
Program and the Documentation are referred to collectively herein as
the "Program". This nonexclusive license is granted by Bankers to IMS
subject to all the terms and conditions of this License Agreement.
b) The Program includes policy and claims administration, processing,
billing, and production programs licensed or owned by Bankers either
currently or in the future in areas including, but not limited to the
following:
o Policy Administration and Processing System
o Claims Administration and Processing System
o Claims Disbursement Interface
o Agency Disbursement Interface
o Return Premium Interface
o Producer (Agent) System
o Billing (Direct Bill) System
o Production System(s)
o Production Reports
o Statistical, Operational and Financing Database Programs
o Development Modeling Tools (Software not available to third
parties)
All of the above are for automobile, homeowners, flood and commercial
lines products.
(See attached Schedule for detail description of actual data base transferred).
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c) The license granted under this License Agreement authorizes IMS or
its assigns to:
1. Use, enhance, or modify the Licensed Program in machine readable form
on IMS's computers at such locations as IMS may conduct its business
from time to time and in conjunction therewith to store the Licensed
Program and transmit it through or display it on units associated
with IMS's computers;
2. Utilize the Documentation in support of the use of the Licensed
Program;
3. Copy the Licensed Program and the Documentation to provide
sufficient copies to support IMS's use of the Licensed Program
as authorized under this License Agreement.
4. Sell or grant non-exclusive, perpetual licenses of the Licensed
Program and any enhancements to any third parties.
2. Term. This License Agreement and the license granted herein shall become
effective on the 1st day of January, 1998 (the "Effective Date") and shall
continue perpetually thereafter.
3. Warranty. To the extent that Bankers received patent rights, copyrights,
trademarks or similar rights in its purchase of the Licensed Program, then
IMS, or its assigns are granted the same rights.
4. Enhancements. The parties hereto agree to provide to each other at no
additional cost any enhancements to the Licensed Program. IMS agrees to be
responsible for the maintenance of and upgrades to the Programs.
5. Construction of Agreement. Words of a gender used in this Agreement shall
be held to include any other gender, the words in a singular number held to
include the plural, when the sentence so requires.
6. Captions. The paragraph captions as to contents of the particular
paragraphs herein are inserted only for convenience and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the
particular paragraph in which they are referred.
7. Modification. No change or modification of this License Agreement shall be
valid unless the same shall be in writing and signed by all of the parties
hereto.
8. Severability. All agreements and covenants contained herein are severable
and in the event any of them shall be held to be illegal, invalid or
unenforceable by any Court of competent jurisdiction, this Agreement shall
be interpreted as if such illegal, invalid, or unenforceable agreements or
covenants were not contained herein.
9. Notices. Any and all notices, designations, consents, offers, acceptances,
or any other communication provided for herein shall be given in writing by
hand
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delivery, by overnight carrier, by registered or certified mail or by
facsimile transmission and shall be addressed as follows:
To IMS: Insurance Management Solutions, Inc.
360 Central Avenue
St. Petersburg, FL 33701
Attention: Jeffrey Bragg
Telephone (813) 823-4000
Fax (813) 823-6518
To Bankers: Bankers Insurance Group, Inc. and
Bankers Insurance Company
360 Central Avenue
St. Petersburg, FL 33701
Attention: G. Kristin Delano
Telephone (813) 823-4000
Fax (813) 823-6518
Notices sent by hand delivery shall be deemed effective on the date of
hand delivery. Notices sent by overnight carrier shall be deemed
effective on the next business day after being placed into the hands
of the overnight carrier. Notices sent by registered or certified mail
shall be deemed effective on the third business day after being
deposited into the post office. Notices sent by facsimile transmission
shall be deemed to be effective on day when sent if sent prior to 4:30
p.m. (the time being determined by the time zone of the recipient)
otherwise they shall be deemed effective on the next business day.
IN WITNESS WHEREOF, the parties hereto executed this Agreement on the day
and year set forth below in St. Petersburg, Florida.
WITNESSES: "IMS"
Insurance Management Solutions, Inc.
/s/ C. Anthony Sexton BY: /s/ Kelly K. King
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/s/ Erica Reed Date: 8/7/98
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WITNESSES: "Bankers"
Bankers Insurance Group, Inc. and
Bankers Insurance Company
/s/ C. Anthony Sexton BY: /s/ G. Kristin Delano
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G. Kristin Delano, Secretary
/s/ Erica Reed Date: 8/10/98
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