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EXHIBIT 10.89
SOFTWARE TRANSFER AGREEMENT
This Software Transfer Agreement (this "Transfer Agreement") effective
the 1st day of September, 1998, by and between Bankers Insurance Group, Inc. and
Bankers Insurance Company ("Bankers"), Insurance Management Solutions, Inc.
(hereinafter referred to as "IMS"), and First Community Insurance Company
(hereinafter referred to as FCIC).
WHEREAS, Bankers and IMS desire to transfer all their right, title and
interest to FCIC in certain policy and claims administration software,
specifically the Florida Auto Residuals Market policy and procedures systems
software ("Transferred Program") and enhancements thereto without payment by
FCIC of any transfer, 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. Transfer of Software.
a) Bankers and IMS hereby transfer to FCIC all of their right, title and
interest in both source and object code in machine readable form the
Transferred Program, together with the documentation (including, but
not limited to, manuals, printed materials, source and object codes
"Documentation"). The Transferred Program and the Documentation are
referred to collectively herein as the "Program".
b) The Program includes policy and claims administration, processing,
billing, and production programs owned by Bankers and IMS,
specifically, the Florida Auto Residuals Market policy and procedures
systems software.
2. License Retained. Bankers and IMS are hereby granted a non-exclusive,
perpetual license by FCIC in connection with the Program, authorizing them
to do the following:
a) Use, enhance, or modify the Program in machine readable form on their
computers at such locations as they may conduct their business from
time to time and in conjunction therewith to store the Program and
transmit it through or display it on units associated with their
computers;
b) Utilize the Documentation in support of the use of the Program;
c) Copy the Program and the Documentation to provide sufficient copies to
support their use of the Program as authorized under this Agreement.
d) Sell or grant non-exclusive, perpetual licenses of the Program and any
enhancements to any third parties.
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3. Warranty. To the extent that Bankers or IMS received patent rights,
copyrights, trademarks or similar rights in its purchase of the Program,
then FCIC, 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 Transferred Program. FCIC agrees
to be responsible for the maintenance of and upgrades to the Program.
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 Transfer 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 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 ext. 4427
Fax (813) 823-6518
To Bankers
and FCIC: Bankers Insurance Group, Inc.,
Bankers Insurance Company
and First Community Insurance Company
360 Central Avenue
St. Petersburg, FL 33701
Attention: G. Kristin Delano
Telephone (813) 823-4000 ext. 4416
Fax (813) 823-6518
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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/ Dawn Wuteski BY: /s/ Kelly K. King
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AS ITS: CFO
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DATE: 12/3/98
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WITNESSES: "Bankers"
Bankers Insurance Group, Inc. and
Bankers Insurance Company
/s/ Dawn Wuteski By: /s/ J. Kristin Delano
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AS ITS: Corporate Secretary
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DATE: 9/1/98
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WITNESSES: "FCIC"
First Community Insurance Company
/s/ Dawn Wuteski By: /s/ J. Kristin Delano
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AS ITS: Corporate Secretary
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DATE: 9/1/98
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