Filed by Bowne Pure Compliance






Exhibit 10.1




CONFIDENTIAL TREATMENT REQUESTED






CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERICKS AS FOLLOWS ***. AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.



License
and Service Agreement




This License and Service Agreement (“Agreement”) is entered into as of August
27, 2008 (“Effective Date”) by and between Fiserv Insurance Solutions, Inc.
with offices located at 475 14th Street, Oakland, California 94612
(“Fiserv”), and Majestic Insurance Company (“Client”), on behalf of itself and
its Affiliates and Subsidiaries (as those terms are defined herein) with
offices located at 2515 South Road, Poughkeepsie, New York 12601. Trident IV
Funds, an affiliate of Stone Point Capital, owns approximately 51% of Insurance
Solutions Holdings, Inc., which is the ultimate parent of Fiserv.



Witnesseth:



WHEREAS, Fiserv or its Affiliate executing Exhibit 1n is the licensor of the
Software System (as defined below), and



WHEREAS, Client wishes to install and Use (as defined below) the Software System in Client’s premises.



NOW, THEREFORE, the parties agree as follows:




	1.	 	Definitions







The following definitions are used in this Agreement:




	1.1	 	“Affiliate” means an entity that owns more than 50% of a party; an entity that is more than
50% owned by the same entity that owns more than 50% of a party; an entity of which a party
owns more than 50% (“Subsidiary”); or an entity that is more than 50% owned by a Subsidiary.

	 
	1.2	 	“Base Software” means the standard, unmodified computer programs in object code format,
together with one set of Documentation as specified in each
Exhibit 1n.

	 
	1.3	 	“Basic Maintenance
Services” means maintenance services described in Section 5
below. Basic Maintenance Services are available only with respect to the current release and the
releases made in the prior 12-month period.

	 
	1.4	 	“Client Confidential Information” means any proprietary information or trade secrets of
Client, any confidential information concerning Client’s business which is either labeled as
confidential when provided by Client to Fiserv or which is of such nature that Fiserv knows or
reasonably should know is confidential information of Client, and all data pertaining to (i)
Client’s customers, (ii) workers’ compensation claimants and (iii) other individuals, that
Client collects for business purposes. If Client Confidential Information is disclosed orally,
Client shall promptly following such disclosure confirm in writing that such information is
confidential.

	 
	1.5	 	“Computer System” means the manufacturer-supplied equipment and software owned, leased or
licensed by
Client and installed at the Location and upon which the Software will operate.

	 
	1.6	 	“Documentation” means the Software documentation specified on each Exhibit 1n.

	 
	1.7	 	“Enhancements” are modifications made to the Software that add program features or
functions not originally within the Software. Enhancements are developed by Fiserv either
on its own initiative or in response to a client’s business
requirements on a fee-for-services basis. Enhancements are licensed to Fiserv clients who are licensees of the
Software, upon payment of additional license and/or maintenance fees; provided, however, that
Fiserv shall not charge Client additional license fees for Enhancements that are funded solely
by Client.

	 
	1.8	 	“Equipment” means the computer hardware identified on each Exhibit 3n.

	 
	1.9	 	“Exhibit 1n” means each Exhibit 1 entered into by the parties and when so entered into shall
be deemed a part of this Agreement. Each Exhibit 1 shall follow sequential alphabetical
order as each is entered into by the parties. Exhibits 1a, 1b, and 1c are attached hereto and
accepted with the signing of this Agreement.

	 
	1.10	 	“Location” means only the premises identified on each Exhibit 1n.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0001
	 	





 












 





	1.11	 	“Maintenance Fee” means the annual fee specified in each Exhibit 1n for Basic Maintenance
Services.

	 
	1.12	 	“Modifications” are changes made by Fiserv to the Software. Modifications to the Base
Software, as defined herein, may be either Enhancements or Upgrades as determined in the sole
and reasonable judgment of Fiserv. Fiserv reserves the right to develop other software and
systems outside of the functional scope of the Software that can operate separately and
interface with the Software and which are separately licensed by
Fiserv to its clients. Such
other software and systems are not and will not be deemed to be “Modifications” as that term
is defined herein.

	 
	1.13	 	“Non-conformity” means a failure of Software to perform in substantial accordance with the
functions described in the Documentation.

	 
	1.14	 	“Operational Support” means optional Fiserv services available, at Client request, to support
Client’s Software operation.

	 
	1.15	 	“Professional Service Fees” means fees specified in each Exhibit 1n for professional services
provided by Fiserv related to the Software.

	 
	1.16	 	“Software” means the Base Software and all Upgrades and Enhancements added to the Base
Software through Fiserv software releases distributed to Fiserv’s general client base as part
of Basic Maintenance Services. Software does not include separate, independent, and
stand-alone modules or subsystems that Client has developed and maintained without Fiserv’s
assistance.

	 
	1.17	 	“Software System” means the Software and Third Party Software.

	 
	1.18	 	“Special Maintenance Services” means any other maintenance services as described in Section
5.2 of this Agreement and as may be further amplified and specified in each Exhibit 1n.

	 
	1.19	 	“Taxes” means all sales, use, excise, value added, and other taxes and duties however
designated levied by any taxing authority. Taxes shall not include any levies by any taxing
authority based on Fiserv’s net income.

	 
	1.20	 	“Third Party” means any party other than Fiserv, and its employees, agents, and
subcontractors, and Client.

	 
	1.21	 	“Third Party Software” means software provided by Fiserv that is owned or licensed by Third
Parties as identified on each Exhibit 1n.

	 
	1.22	 	“Total License Fee” means the total license fee specified on each Exhibit 1n for Software.
Fees for modifications, Enhancements, or additions to Software are excluded from the Total
License Fee.

	 
	1.23	 	“Upgrades” are modifications made by Fiserv to maintain compatibility of the Software with
new system software releases or to improve previously existing features or functions of the
Software.

	 
	1.24	 	“Use” means copying or loading any portion of the Software System from storage units or media
info any equipment for the processing of data by the Software System, or the operation of any
procedure or machine instruction utilizing any portion of either the computer program or
instructional material supplied with the Software System. Use is limited to type of operations
described in the Documentation solely to process Client’s own work for the following lines of
business: surety, standard workers compensation and excess workers compensation. If the Base
Software includes PowerSuiteClaims, Use also shall include processing of Client’s work as a
third party claims administrator for self-insured employers, subject to Fiserv’s prior written
consent and payment by Client of additional fees in accordance with mutually agreed terms.

	 
	1.25	 	“Work Order” means a written agreement signed by Client and Fiserv pursuant to which Fiserv
shall provide Professional
Services to Client and includes any document identified as a Statement of Work or SOW. Each such
Work Order is made a part of this Agreement.

	 
	2.	 	License

	 
	2.1	 	Fiserv, by itself or through its Affiliate executing Exhibit 1n, agrees to furnish the
Software System to Client and does hereby grant to Client a personal, non-exclusive,
nontransferable license to Use the Software System at the Location on the designated Computer
System for the benefit of Client and its current and future Affiliates and Subsidiaries, for
so long as any such entity remains a direct or indirect Subsidiary of Client’s ultimate
parent, CRMH Holdings, Ltd. (“Client’s Ultimate Parent”) subject to such limitations as may
be specified in each Exhibit 1n. For the avoidance of doubt, the direct and indirect
Subsidiaries of Client’s Ultimate Parent are, as of the Effective Date, CRM USA Holdings,
Inc., Compensation Risk Managers, LLC, Compensation Risk Managers of
California, LLC, Eimar,
LLC, Embarcadero Ins. Holdings, Inc., Client, Great Western Insurance Services, Inc.,
Redhorse Insurance Company, Ltd. and Twin Bridges (Bermuda) Ltd. Nothing in this Section 2.1
shall be construed as granting Client or any Affiliate or Subsidiary of Client the right to
use the Software to provide processing services to any entity not a direct or indirect
Subsidiary of Client’s Ultimate Parent.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0002
	 	





 


2









 






	2.2	 	Client may change the Location in the event Client transfers its data processing department
to a new location within the same country. Client shall provide Fiserv with 15 days advance
notice of any proposed transfer of operations. Assistance by Fiserv related to the transfer shall be
chargeable at Fiserv’s then current professional service rates. Client shall reimburse
Fiserv for any out-of-pocket expenses.

	 
	2.3	 	Fiserv prohibits the copying of any portions of the Software System except that Client
may copy reasonable quantities of any Documentation; and may copy machine language code, in
whole or in part, in reasonable quantities, in printed or electronic form, for use by Client
in accordance with this Agreement at the Location for archive, back-up, or emergency restart
purposes, or to replace copy made on defective media. In addition to one production instance
of the Software, Client may also maintain a copy in each of a test environment and a
development environment. The original, and any copies of the Software System, or any part
thereof, shall remain Fiserv’s property or the property of Fiserv’s licensors. Client shall
retain on and not remove from any copies made pursuant to this Section 2.3 all Fiserv
trademarks, copyright notices and other notices protective of Fiserv’s rights in and to the
Software System and the Documentation.

	 
	2.4	 	Client shall maintain any such copies and the original at the Location and one Client
archive site (“Archive Site”) in the same country. Client may transport or transmit a copy of
the Software System from the Location or the Archive Site to another location in the same
country as the Location for back-up use in accordance with this Agreement when required by
Computer System malfunction or for disaster recovery and disaster recovery testing purposes,
provided that the copy or original is destroyed or returned to the Location or Archive Site
when the malfunction is corrected or the disaster recovery or testing is over. Client shall
reproduce and include all copyright and other proprietary notices on all copies, in whole or
in part, in any form, of the Software System made as specified herein.

	 
	2.5	 	Client shall not decompile, disassemble, or otherwise reverse engineer the Software System.

	 
	2.6	 	Third Party Software is provided to Client under the following supplemental terms:







	 	(i)	 	Use of Third Party Software shall be restricted to Use as part of the Software
System.

	 
	 	(ii)	 	Fiserv and Third Party Software owners shall not be liable for any damages, whether
direct, indirect, incidental, or consequential arising from the use of the Third Party
Software.

	 
	 	(iii)	 	Publication of benchmark tests of Third Party Software is permitted only by a
writing signed by an authorized officer of Fiserv and the Third Party Software owner.

	 
	 	(iv)	 	Third Party Software owners are hereby designated as third party beneficiaries of
this Agreement as it relates to their software.

	 
	 	(v)	 	Third Party Software is not specifically developed, or licensed for use in any
nuclear, aviation, mass transit, or medical application or in any inherently dangerous
applications. Third Party Software owners and Fiserv shall not be liable for any claims
or damages arising from such use if Client uses the Software System for such
applications.







	2.7	 	Fiserv grants Client the right to Use of any Software System modifications furnished or
authorized by Fiserv pursuant to this Agreement.

	 
	2.8	 	Client shall obtain and maintain at its own expense such data processing and communications
equipment and supplies as may be necessary or appropriate to facilitate Use of the Software
System in accordance with this Agreement.

	 
	3.	 	License Fees

	 
	 	 	Client agrees to pay the Total License Fee(s) and any annual usage fees in accordance with the
payment schedule set forth in each Exhibit 1n.

	 
	4.	 	Professional Services
Terms

	 
	4.1	 	Fiserv, by itself or through its Affiliate executing a given Work Order, agrees to provide
Client with the Fiserv professional services described in and at the rates specified in such
Work Order in accordance with the terms and conditions set forth herein. The foregoing
notwithstanding, until completion of the initial implementation services, which shall be
deemed to be complete upon acceptance of the Client funded Enhancements resulting from the
fit analysis performed
by Fiserv for Client, Fiserv agrees that






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0003
	 	





 


3









 




***





.
At the completion of the initial implementation services, Fiserv’s then current professional
service rates shall apply, unless specifically otherwise required by the applicable Work Order.
Subject to



***





unless
specified otherwise in a Work Order, all professional services rates quoted are
valid for 90 days from the effective date of the applicable Work Order and, thereafter, are
subject to change by Fiserv on 30 days’ prior written notice to Client, provided, however,
aggregate increases in professional services rates during any contract year shall not exceed



***





in the most recently available month over the same month in the preceding calendar year. All
professional services deliverables shall be provided in accordance with the procedures set
forth below.




	4.2	 	Operational Support. if requested by Client, and subject to a mutually agreed upon
implementation, Fiserv agrees to provide Operational Support at then current rates
specified in each Work Order. Operational Support shall only be available if Client is
receiving Maintenance Services.

	 
	4.3	 	Business Requirements List. Client shall provide to Fiserv a business
requirements list (“Business Requirements List”) for each project containing all necessary
information concerning Client’s requirements. Fiserv shall review and suggest
revisions to such Business Requirements List on a timely basis. The parties shall mutually
agree in writing to the final Business Requirements List. 

	 
	4.4	 	Functional Specifications. Any modifications to the Software or other professional
service deliverables shall be based on specifications created by Fiserv and approved by Client
as provided below (“Functional Specifications”).










	 	(i)	 	Fiserv shall develop Functional Specifications based on the Business Requirements List for
Client’s written approval. Fiserv shall not be obligated to perform any further professional
services until the Functional Specifications are approved in writing by Client, which approval
shall not be unreasonably withheld or unduly delayed.

	 
	 	(ii)	 	Any Enhancements funded solely by Client, including changes or additions to the agreed
upon work, shall be made only upon written agreement of the parties. In the event the parties
agree in writing to any such items, the Functional Specifications and applicable Project Plan
(as defined below) shall automatically be modified to the extent necessary to allow for the
implementation or provision of the items.







	4.5	 	Project Plan. Fiserv shall, upon Client’s full cooperation, develop a
project plan for Enhancements funded solely by Client and other professional service
deliverables based on the Functional Specifications (the “Project Plan”). Each such Project
Plan shall contain a listing of the nature and timing of tasks for the project, some of which
are to be performed by Fiserv and some by Client. Changes to a Project Plan shall be only by
mutual agreement of the parties.

	 
	4.6	 	Project Management. Installation, implementation, training and Use of the
Software System and the performance by Fiserv of Basic Maintenance Services and Special
Maintenance Services as well as the performance of any other professional services shall be
subject to the following project management provisions:














	 	(i)	 	Fiserv and Client shall each designate and appoint a “Project Manager”, each of whom shall
be the principal contact of a party to the other party and shall be charged with oversight of
such party’s actions under this Agreement;


	 
	 	(ii)	 	If the Project Managers disagree on any issue, and cannot resolve it within five (5)
calendar days of a conference or meeting (which may be telephonic), or written request to
meet, then either Project Manager may refer the problem to an executive steering committee
(“Executive Steering Committee”) consisting of (a) the SVP of Professional Services (or its
designee) from Fiserv, (b) the CEO (or its designee) from Client, and (c) the Project Manager
of each party. The Executive Steering Committee shall meet periodically to review progress to
resolve major issues. It shall also meet promptly upon any referral of an issue by a Project
Manager, as above provided. The Executive Steering Committee may meet in person or by
telephone and shall take action only by unanimous written consent. If an issue remains
unresolved after consideration for a minimum of ten (10) calendar days by the Executive
Steering Committee, then the parties will revert to the dispute resolution process set forth
in Section 21 of this Agreement, unless the Executive Steering Committee unanimously agrees to
continue to work toward resolving the dispute within the context of the Executive Steering
Committee.










					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0004
	 	





 


4









 






	4.7	 	Change Control. If either Client or Fiserv desires to change a Work Order or
believes that a change in scope or other contents of the Work Order is warranted, it may issue
a written request for change in a mutually acceptable form (“RFC”). In no event will Fiserv
be permitted or obligated to perform any work to implement a RFC unless such RFC is approved
in writing by the party to whom the RFC is directed, such approval not to be unreasonably
withheld, and only upon such approval will the RFC become part of and amend the applicable
Work Order.

	 
	4.8	 	Project Plan Adjustments. Fiserv and Client agree to the following process for
addressing any material deviations from the Project Plan. “Material” in terms of project hours
is defined as an increase of more than 20% over the estimated project hours set forth in the
applicable Work Order, and in terms of the project schedule set forth in the Project Plan is
defined as an increase of more than 20% over the estimated duration of the project.







	 	(1)	 	Immediately upon either
party’s recognition that there is likely to be a
material deviation from the Project Plan, such party will notify the other party’s
Project Manager; and the parties’ respective Project Managers will meet in
person or by telephone to discuss the deviation within five (5) business days of such
notification.

	 
	 	(2)	 	During such discussion, the parties’ respective Project Managers will
review the nature and extent of the deviation and its causes, and each party’s Project
Manager will present potential remedies and the estimated impact on the project.

	 
	 	(3)	 	If resolution is not reached by the Project Managers within a reasonable time,
the issue will be escalated by the Project Managers to the Executive Steering
Committee for resolution.

	 
	 	(4)	 	Thereafter, the Project Plan will be amended accordingly.







	4.9	 	Acceptance. Enhancements funded solely by Client shall be deemed accepted by Client
on the earlier of (i) 30 days after delivery by Fiserv to Client for user acceptance testing
or (ii) live operation and use of the modified Software in Client’s business; provided,
however, that the time period for Client’s acceptance of Enhancements shall be extended until
delivery by Fiserv to Client of modified Enhancements that correct any Non-conformities
identified by Client to Fiserv in writing (and with reasonable particularity) during such
30-day user acceptance testing. Subject to the foregoing, Fiserv shall correct such
Non-conformities at the hourly rate specified in the applicable Exhibit 1n or Work Order
within a reasonable time of Fiserv’s receipt of such notice.

	 
	4.10	 	If Client is unable to provide access to required facilities or personnel or is unable to
meet its tasks assigned on the Business Requirements List or the applicable Project Plan,
Fiserv shall endeavor to reschedule tasks to minimize the non-productive time arising. All
such non-productive time is chargeable to Client. If such non-productive time is expected to
be significant, Fiserv shall endeavor to reassign its personnel to other suitable work. In
this event, Client will not be charged for the time personnel were reassigned.

	 
	5.	 	Maintenance Services
Terms

	 
	5.1	 	Fiserv, by itself or through its affiliate executing Exhibit 1n, agrees to provide Client the
following Basic Maintenance Services:







	 	(a)	 	Software
Releases. Fiserv
will
provide Enhancements, Upgrades, and
software fixes to correct Software Non-conformities in the form of new releases. Client
agrees to provide Fiserv with reasonable assistance and information in connection
therewith.

	 
	 	(b)	 	Help Desk Support. Fiserv will provide up to 10 hours per month of help desk support
during normal business hours. For help desk support over 10 hours or not during normal
business hours, Client will be charged Fiserv’s then-current professional service rates.







	5.2	 	Special Maintenance Services, if selected by Client, shall be designated on each Exhibit 1n
or Work Order and may include special and additional services requested by Client and
reflected in Exhibit 1n or a Work Order hereto in connection with installation and
implementation of the Software, including, without limitation, services in connection with
stabilization of the Software System as contemplated in Section 5.8 hereof. Any
implementation of regulatory changes shall be deemed Special Maintenance Services subject to
additional terms and charges, as mutually agreed between Fiserv and Client in a Work Order
executed by the parties.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0005
	 	





 


5









 






	5.3	 	The initial Maintenance Fee and Maintenance Fee adjustment terms are specified on each
Exhibit 1n. Unless specified otherwise in Exhibit 1n, Maintenance Fees are subject to
annual increase on each anniversary date of this Agreement upon 30 days written notice in
the form of Fiserv’s renewal invoice to Client and shall also be subject to increase following
delivery of new release(s) of, or Modifications or additions to the Software or other changes
in the limitations or specifications described in Exhibit 1n.

	 
	5.4	 	Client agrees to train its current and future employees on the technical and user operations
of the Software at Client’s sole cost. Upon Client’s request and the signing of a mutually
agreed Work Order, Fiserv shall provide such training.

	 
	5.5	 	Fiserv may utilize remote diagnostic software and remote communication services, such as vpn
or similar methods of access, in providing services hereunder. Client shall pay the cost, if
any, of such software and communication services. Client shall cooperate and assist Fiserv to
expedite resolution of all Non-conformities.

	 
	5.6	 	Should Fiserv’s review of any Non-conformity indicate,
in Fiserv’s reasonable opinion, that the reported problem is not a Software defect but is due
to other causes, including, without limitation, input not in accordance with specifications,
Client’s abuse or misuse of the Software System, or by a modification or addition to the
Software System not performed by Fiserv, or by Client’s failure to properly maintain the
Computer System or to install the required system software release as instructed by Fiserv,
then:







	 	(i)	 	Client agrees to pay Fiserv for the work performed by Fiserv in investigating the
problem at Fiserv’s then-current professional services
rates, including reimbursement by Client for any out-of-pocket expenses incurred by
Fiserv, and

	 
	 	(ii)	 	Fiserv, at Client’s request, shall advise Client whether Fiserv can correct or
assist in resolving such problem, and the terms under which Fiserv shall undertake same.
Upon written acceptance by Client, Fiserv shall correct or assist in resolving the
problem in accordance with such terms.







	5.7	 	Network-related problems are not covered under Basic Maintenance Service. In the event Fiserv
does provide services to resolve such problems, Client agrees to pay Fiserv’s then-current
professional services rates and to
reimburse Fiserv for any out-of-pocket expenses incurred by Fiserv.

	 
	5.8	 	Following commencement of Use of the Software in live production, Client may, at its option
request and Fiserv shall provide Special Maintenance Services for a
“Stabilization Period” of ninety (90) days or such other period of time as the parties may agree, during which Fiserv
shall assign one or more of its employees, as Client and Fiserv shall agree and reflect in a
Work Order, to assist Client at the Location in stabilization of the Software System in
Client’s environment. Charges for such Special Maintenance Services shall be set forth in the
applicable Work Order.

	 
	6.	 	Term

	 
	6.1	 	The term of this Agreement shall begin on the Effective Date and continue until terminated as
provided herein. The license(s) granted hereunder shall be for the initial term specified in
the applicable Exhibit 1n to this Agreement and shall be subject to Client’s rights of renewal
as specified in each such Exhibit 1n. Unless otherwise specifically provided in an Exhibit 1n,
no additional license fee shall be payable upon any renewal.

	 
	6.2	 	Unless specified otherwise in Exhibit 1n, the provision of Basic Maintenance Services by
Fiserv shall begin on the Effective Date and shall continue for an initial term of 5 years and
thereafter, the provision of maintenance services by Fiserv shall be automatically renewed for
successive 1 year terms at Fiserv’s then-current fees for all Software then licensed
hereunder unless terminated by either party in accordance with the applicable Exhibit 1n.

	 
	7.	 	Equipment Terms







Client will utilize equipment that meets or exceeds the minimum standards established by
Fiserv for the implementation and operation of the Software System.




	8.	 	Payment

	 
	8.1	 	Fiserv shall add to each invoice, and Client shall pay, any applicable Taxes. Fiserv shall
remit such Taxes to the appropriate taxing authorities.

	 
	8.2	 	Each payment to be paid to Fiserv hereunder is due upon receipt of the invoice and shall be
paid by Client as specified on each Exhibit 1n.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0006 
	 	





 


6









 






	8.3	 	If the whole or any part of any invoice remains outstanding for 60 days or more, Client shall
pay an agreed financial charge calculated at the rate of 11⁄2 % per part or complete month on
the overdue balance. Fiserv shall pay the same financial charge on the amount of any credit
due to Client for sums previously paid by Client that were the subject of a dispute resolved
in Client’s favor.

	 
	8.4	 	Except as otherwise expressly provided herein, Fiserv shall use commercially reasonable
efforts to secure the lowest practically available rates on travel and lodging given any
applicable location, timing and availability constraints in accordance with Fiserv’s
then-current travel and expense policy. Client agrees to pay such travel and living expenses
of any employees of Fiserv and its authorized contractors who render services at either the
Location or any other Client site in connection with the activities described in this
Agreement. All expenses shall be itemized on invoices submitted by Fiserv.

	 
	8.5	 	Fiserv shall pass through to Client out-of-pocket fees listed in Exhibit 1n.

	 
	9.	 	Performance

	 
	9.1	 	Upon reasonable advance notice, Client shall give Fiserv such access to the Client Location,
Software, and Computer System as is reasonably required to enable Fiserv to provide Services
and shall make available information, facilities, personnel, and services reasonably required
by Fiserv for the performance of its obligations hereunder.

	 
	9.2	 	The Base Software shall be deemed accepted by Client upon the earlier of thirty (30) days
following delivery to Client by Fiserv or Use of the Base Software in live production.

	 
	9.3	 	Work in determining the nature of any problem or in making Software corrections,
amendments, or additions may be carried out at Fiserv’s site or the Location, at Fiserv’s
discretion.

	 
	9.4	 	Client agrees to maintain the Computer System, Software, and Third Party Software in
accordance with Fiserv’s then current specified minimum configuration during the term hereof,
or contract with Fiserv to so provide. Fiserv shall provide Client with their current
specified minimum configuration within 10 days of Client’s request for such configuration
specifications made during the course of implementation of the Software.

	 
	9.5	 	Each party shall be responsible for ensuring that its systems are capable of passing and/or
accepting date formats from and/or to the other party’s system.

	 
	10.	 	Warranties

	 
	10.1	 	Provided the Software is covered under Basic Maintenance Services, Fiserv warrants that
the Base Software will perform in substantial accordance with the Documentation when
operated in the operating environment specified in the Documentation. For a period of
90 days after acceptance of the Base Software and the Enhancements set forth in the first
Statement of Work under this Agreement, Fiserv will provide replacements or corrections to any
portion of the Base Software that does not so perform where such failure is material, provided
Client notifies Fiserv of such failure in writing. This warranty shall not apply if the
problem is caused by unauthorized modification to the Software System, use of the Software in
combination with non-Fiserv provided software, or by incorrect Use. Client acknowledges that
the warranties given by Fiserv are conditional upon the procurement and maintenance by Client
of the Computer System in accordance
with
the
then
current specified
configuration.

	 
	10.2	 	Fiserv’s obligation under the warranty stated in the foregoing paragraph shall be to repair
or replace defective or non-conforming portions of the Base Software at its own expense and
within a commercially reasonable time, due consideration being given to the complexity of the
defect or Non-conformity and the impact on Client’s business.

	 
	10.3	 	Fiserv warrants that it has the right to grant the license provided in this Agreement.

	 
	10.4	 	Fiserv warrants that the Services described in this Agreement shall be performed in a
workmanlike manner and in accordance with standards applicable to the financial software
services industry.

	 
	10.5	 	THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY
FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0007
	 	





 


7









 






	11.	 	Indemnity

	 
	11.1	 	Fiserv shall indemnify Client and hold it harmless against any claim or action that alleges
Use of the Software infringes a patent, copyright, or other proprietary right of a Third
Party enforceable in the Location, provided Client notifies Fiserv promptly in writing of any
such claim and grants Fiserv sole right to control the defense and disposition of such claim.

	 
	11.2	 	If, as a result of such claim, Fiserv or Client is permanently enjoined from using Software
by a final, non-appealable decree, Fiserv, at its sole option and expense, may (i) procure for
Client the right to continue to use the Software or (ii) provide a replacement or modification
for Software so as to settle such claim. If Fiserv and Client jointly agree that the Software
modification is not reasonably practical, Fiserv shall discontinue and terminate this license
upon written notice to Client and shall refund to Client on a pro rata basis based on a 60
month amortization schedule, the Total License Fee paid to Fiserv.

	 
	11.3	 	THE FOREGOING STATES FISERV’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY FOR THE
INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER PROPRIETARY RIGHTS ARISING FROM
USE OF THE SOFTWARE OR ANY PART THEREOF, AND CLIENT HEREBY EXPRESSLY WAIVES
ANY OTHER LIABILITIES ON THE PART OF FISERV ARISING THEREFROM.

	 
	11.4	 	Fiserv shall have no liability for any claim based upon:






	 	(i)	 	 use of any part of Software in combination with materials, software, or equipment not
provided by Fiserv; or
 

	 
	 	(ii)	 	 modifications made by Client or any Third Party. 



 









	11.5	 	Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and
affiliates against any claims or actions arising out of (a) the use by Client of the Software
in a manner other than that provided in this Agreement; and (b) any and all claims by
customers or claimants of Client arising out of the Use of the Software by Client, provided
that the indemnity listed in clause (b) hereof shall not preclude Client’s recovery of direct
damages pursuant to the terms and subject to the limitations of this Agreement.

	 
	11.6	 	Each party shall indemnify and hold the other harmless against any loss of or any damage to
any tangible property or injury to or death of any person caused by the negligence of, breach
of statutory duty by, or willful misconduct of the indemnifying party’s employees, agents, or
sub-contractors.

	 
	12.	 	Limitation of Liability
of the Parties

	 
	 	 	FISERV SHALL HAVE NO LIABILITY WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EXCEPT AS PROVIDED IN THE NEXT SENTENCE OF THIS SECTION
12, FISERV’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO






***





	13.	 	Title

	 
	13.1	 	Except as provided in the next sentence, nothing in this Agreement shall convey to Client any
title to or any rights in the Software System, including, without limitation any Modifications
thereto; all proprietary rights in and ownership thereof being exclusively held by Fiserv
and/or Fiserv’s licensors. Client’s sole right in relation
to the Software System and any
Modifications thereto is Use of same for the duration of the license therefore granted
pursuant to this Agreement and under the terms and conditions contained herein.

	 
	13.2	 	The Software System and all Software System Modifications, Enhancements, or Upgrades,
and all patents, copyrights, and other proprietary rights related thereto are the sole and
exclusive property of Fiserv or Fiserv’s licensors, whether made by Fiserv, Client, or any of
their employees or agents. Client shall execute documents reasonably required by Fiserv to
perfect such rights.

	 
	13.3	 	All information, reports, studies, software, whether object or source code, flow charts,
diagrams, workflow, operational procedures, training manuals, test scripts, test plans,
project plans, and other tangible or intangible material of any nature whatsoever produced by
or as a result of any of the services performed hereunder by Fiserv or jointly with Client,
shall be the sole and exclusive property of Fiserv or its affiliate. Client shall be entitled
to Use of all such work product produced by Fiserv in accordance with the terms and conditions
of this Agreement. Notwithstanding the foregoing, Client’s intellectual property including,
but not necessarily limited to, Client Confidential Information shall remain the exclusive
property of Client.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0008
	 	





 


8









 






	14.	 	Non-Disclosure

	 
	14.1	 	Fiserv has granted Client the limited right to Use of the Software System as provided herein.
Client hereby acknowledges and agrees that:





 
	 	(i)	 	the Software System, including all specifications, work product, translations and other
materials developed by Fiserv and Fiserv’s licensors and

	 
	 	(ii)	 	the terms and conditions of this Agreement









contain highly confidential, unique, secret, and valuable information of Fiserv and Fiserv’s
licensors. Client agrees that it shall not sell, transfer, publish, disclose, display or
otherwise make available to others the Software System, any materials relating to or forming a
part of the Software System or any other Fiserv proprietary information without Fiserv’s prior
written consent. Client agrees to secure and protect the Software System and proprietary
information and to take appropriate action with its employees, either as a condition of
employment or otherwise, who are permitted access to such materials to satisfy Client’s
obligations hereunder. Client further agrees to exercise commercially reasonable efforts to
assist Fiserv in identifying and preventing any use or disclosure of any portion of the
Software System or proprietary information. As a precondition to Client’s request to Fiserv
for consent to disclose the Software System, in whole or in part, to a Third Party, Client
shall obtain from such party an executed Exhibit 2. All Client obligations and undertakings
relating to confidentiality and nondisclosure shall survive the termination of this Agreement
for any reason. Nothing in this section shall preclude Client from disclosing the terms and
conditions of this Agreement to its attorneys, accountants, clients and regulators on a
confidential basis, as may be required by law or compulsory legal process, or as may be
necessary to enforce the terms and
conditions of this Agreement.




	14.2	 	Fiserv agrees that it shall not sell, transfer, publish, disclose, display or otherwise make
available to others any Client Confidential Information without Client’s prior written
consent. Fiserv specifically agrees that it will not use any non-public personal information
about (i) Client’s customers, (ii) workers’ compensation claimants and (iii) other
individuals, that Client collects for business purposes, in any manner prohibited by Title V
of the Gramm-Leach-Bliley Act (“GLBA”) or applicable state privacy laws and regulations which
provide standards for privacy protection that are consistent with the standards of GLBA. If
Fiserv determines compliance with such state privacy laws and regulations is not feasible,
Fiserv shall promptly notify Client of its inability to comply and Client shall have the right
to implement such safeguards as Client, in its sole discretion, may deem necessary to comply
with such laws and regulations. Subject to the foregoing, Fiserv shall implement and maintain
appropriate measures designed to meet the objectives of the federal or state guidelines
establishing standards for safeguarding customer information as adopted by Client’s federal or
state regulatory agency. Fiserv shall protect any Client Confidential Information from
disclosure with the same degree of care afforded by Fiserv to its own confidential
information. All Fiserv obligations and undertakings relating to Client Confidential
Information shall survive the termination of this Agreement for whatever reason.

	 
	14.3	 	Upon reasonable advance notice, Client shall permit Fiserv’s authorized representatives
during Client’s normal hours of operation to audit Client’s Use at the Client Location to
determine that the provisions of this Agreement are being faithfully performed. As
necessary for the performance of such audit, Fiserv shall be entitled to enter into any of
Client’s premises and Client hereby irrevocably grants authority to Fiserv and authorized
representative to enter such premises for such purpose. Any such audit shall be conducted in
such a manner as to minimize the disruption to Client’s business.

	 
	14.4	 	Fiserv shall promptly notify Client if Fiserv becomes aware of any breach of confidence
relating to Client Confidential Information and give Client all reasonable assistance in
connection with Fiserv’s investigation of same. Client shall promptly notify Fiserv if Client
becomes aware of any breach of confidence relating to the Software System or other proprietary
information and give Fiserv all reasonable assistance in connection with Fiserv’s
investigation of same.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0009
	 	





 


9









 






	15.	 	Termination

	 
	15.1	 	Except as provided in Section 15.2, the termination of this Agreement shall automatically,
and without further action by Fiserv, terminate and extinguish the license, and all rights in
and to Software shall automatically revert irrevocably to Fiserv. Fiserv shall have the right
to take immediate possession of the Software System and all copies thereof wherever located
without further notice or demand.

	 
	15.2	 	Client may terminate this Agreement in the event of a material default by Fiserv under this
Agreement which is not cured within a reasonable cure period (with the minimum being 30 days
if no other cure period is stated) after notice to Fiserv specifying the nature of the
default with reasonable particularity. In the event of termination of this Agreement as
provided in this section, Client shall have a nonexclusive and nontransferable license to use
the Software System for such period of time as may be reasonably required to transition to
another software system, in no event to exceed 24 months. During such transition, if
requested by Client, Fiserv shall provide reasonably required support services to Client at
Fiserv’s then-current professional service rates. The post termination license granted by
this Section 15.2 shall be subject to all of the limitations upon Use as are set forth
herein, including the provisions of Sections 1.24, 2.1 and 14.1 of this Agreement, all of
which limitations shall survive the termination of this Agreement.

	 
	15.3	 	If Client violates any of the non-assignment provisions of this Agreement and fails to
remedy any such breach within 10 days of notice thereof from Fiserv, Fiserv may terminate
this Agreement without further notice. If Client violates any of the non-disclosure
provisions or Software or Software System Use provisions of this Agreement, Fiserv may
terminate this Agreement immediately upon written notice.

	 
	15.4	 	If Client violates or fails to perform any of the terms or conditions other than those
specifically expressed in Section 15.3 and fails to remedy any such breach within 30 days of
notice thereof from Fiserv, or if Client shall become insolvent or ceases to do business, then
Fiserv may give notice declaring this Agreement is terminated at the expiration of such notice
period.

	 
	15.5	 	Exercise of either party’s right of termination shall not prejudice legal rights or remedies
either party may have against the other at law or in equity in respect of any breach of the
terms of this Agreement.

	 
	15.6	 	Client’s failure to pay any undisputed amounts on a timely basis is cause for termination of
this Agreement and the
licenses granted hereunder if Client fails to remedy such breach within 30 days of notice of
such non-payment.

	 
	16.	 	Escrow

	 
	16.1	 	Deposit. Within ninety (90) days after the Effective Date, Fiserv agrees that Client
shall be made a beneficiary under an agreement establishing an escrow (“Escrow Agreement”) for
the source code to the Software and the Documentation, which shall be periodically modified
and updated by Fiserv to keep the escrowed source code current (“Escrowed Source Code and
Documentation”), with the escrow agent thereto (“Escrow Agent”). Fiserv shall provide a copy
of the Escrow Agreement to Client. Pursuant to such Escrow Agreement, (a) the Escrow Agent
shall hold the Escrowed Source Code and Documentation in escrow in accordance with the terms
and conditions of the Escrow Agreement and (b)






***





the Escrow Agent shall release a copy of the Escrowed Source Code and Documentation to Client.
If, pursuant to the Escrow Agreement, Client obtains the Escrowed Source Code and
Documentation, the only use made thereof shall be for maintenance of the Software in
connection with Use thereof as provided for and limited by the provisions of the Agreement.
Fiserv shall invoice to Client and Client shall pay to Fiserv all costs and fees charged by
the Escrow Agent for the escrow and designation of Client as a beneficiary within 30 days of
the date of invoice therefor.




	16.2	 	Effect of Release. If the Escrowed Source Code and Documentation are released to
Client pursuant to Section 16.1 and the Escrow Agreement, the Software license herein granted
shall thereafter be deemed a perpetual license, provided, however, if shall automatically
terminate upon cessation of Use by Client for a continuous period of sixty (60) days or the
breach by Client of any of the non-disclosure provisions of this Agreement, whether such
breach occurs prior to or subsequent to termination of this Agreement.






					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0010
	 	





 


10









 






	17.	 	Non-Assignment

	 
	17.1	 	In the event of the sale of 50% or more of Client’s common stock, or the sale of all or
substantially all of Client’s assets, or in the event of any merger in which Client is not
the surviving organization, Client may transfer this Agreement upon payment of 25% of the
then current license fee and upon Fiserv’s prior written consent, which consent shall not be
unreasonably withheld. This section shall not apply in the event of a sale or other transfer
of the common stock or assets of Client to, or a merger of Client with, any Affiliate of
Client, nor shall this section or Section 17.2 apply in the event of a change of control of
Client resulting from a sale of the stock of or other change of control of, Client’s Ultimate
Parent.

	 
	17.2	 	If the organization acquiring Client’s common stock, assets, or surviving a merger is an
organization deriving more than 5% of its gross revenues from providing service bureau,
time share, computer software consulting services, computer software licensing, or
computer hardware sales, Fiserv shall be under no obligation to
consent to such transfer.

	 
	17.3	 	Except as expressly provided above, neither party may assign or transfer its rights, duties,
or obligations under this Agreement to any person or entity, in whole or in part, without the
other party’s prior written consent, which consent shall not be unreasonably withheld or
delayed. This Agreement shall be binding upon the parties and their respective successors
and permitted assigns.

	 
	18.	 	Export

	 
	18.1	 	Limit on Export. Client shall not export, or re-export, directly or indirectly, any
Software licensed from Fiserv or any technical data derived therefrom to any country for which
the United States government or any agency thereof may require an export license or other
government approval without first acquiring that license or approval.

	 
	18.2	 	Compliance. Client agrees that with respect to compliance with the United States
export control and trade sanction laws and regulations (collectively, “Export Laws”): (i)
Client will comply with such Export Laws regarding the Software and technical data; (ii)
Client will permit audits or reviews by Fiserv covering the Software and data export
activity; and (iii) Fiserv reserves the right to suspend performance of its obligations under
this Agreement in cases of noncompliance by Client of such Export Laws.

	 
	19.	 	Entire Agreement

	 
	19.1	 	This Agreement, including all Exhibits hereto, which are hereby expressly incorporated
herein, constitutes the complete and exclusive statement of the agreement between the
parties as to the subject matter hereof and supersedes all previous agreements with respect
thereto. In the event any of the provisions of any Exhibit are in conflict with any of the
provisions of this Agreement, the terms and provisions of this Agreement shall control
unless the Exhibit in question expressly provides that its terms and provisions shall
control. This Agreement may not be amended or modified except by a written instrument
executed by both parties. Client agrees that Fiserv may subcontract any services to be
performed hereunder provided Fiserv provides reasonable prior notice of same to Client and
Client does not reasonably object to the subcontractor designated by Fiserv. Any such
subcontractors shall be required to comply with all applicable terms and conditions.
Notwithstanding the foregoing, Client shall have the right, in its sole discretion, to
reasonably disapprove of any subcontractor or employee of Fiserv or a subcontractor who will
be present at Client’s Location or who will interact with Client’s staff in person, by
telephone or by e-mail, provided notice of such disapproval is given to Fiserv prior to
commencement of services by such subcontractor or employee or as soon thereafter as
possible. Fiserv shall not utilize any such disapproved subcontractor or employee to perform
the services under this Agreement, provided, however, if notice of disapproval causes a
delay in or otherwise materially impacts Fiserv’s ability to perform services required
hereunder, such delay or material impact shall not constitute a breach of this Agreement and
Fiserv shall not be liable to Client for any loss caused by said delay or material impact.

	 
	19.2	 	Each party hereby acknowledges that it has not entered into this Agreement in reliance upon
any representation made by the other party but not embodied herein.

	 
	20.	 	 Notices







Any notice required or permitted to be given hereunder shall be given in writing by overnight
mail or air courier to the addresses as first set out above (or to any subsequent address
designated by either party for the purpose of receiving notices). Any other means of delivery
(U.S. Mail, facsimile or personal delivery) shall also be acceptable if actually received.




All such notices shall be effective upon receipt.



					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0011
	 	





 


11









 






	21.	 	Dispute Resolution

	 
	21.1	 	General. Except with respect to disputes arising from a disclosure, misappropriation
or misuse of either party’s proprietary rights including, but not necessarily limited to,
Client Confidential Information, any dispute or controversy arising out of this Agreement, or
its interpretation, shall be submitted to and resolved exclusively by arbitration under
the rules then prevailing of the American Arbitration Association, upon written notice of
demand for arbitration by the party seeking arbitration, setting forth the specifics of the
matter in controversy or the claim being made. The arbitration shall be heard before an
arbitrator mutually agreeable to the parties; provided, that if the parties cannot agree on
the choice of arbitrator within 10 days after the first party seeking arbitration has given
written notice, then the arbitration shall be heard by three arbitrators, one chosen by each
party, and the third chosen by those two arbitrators. The arbitrators will be selected from a
panel of persons having experience with and knowledge of information technology and at least
one of the arbitrators selected will be an attorney. Discovery shall not be permitted. A
hearing on the merits of all claims for which arbitration is sought by either party shall be
commenced not later than 60 days from the date demand for arbitration is made by the first
party seeking arbitration. The arbitrator(s) must render a decision within 10 days after the
conclusion of
such hearing. Any award in such arbitration shall be final and binding upon the parties
and the judgment thereon may be entered in any court of competent jurisdiction.

	 
	21.2	 	Applicable Law. The arbitration shall be governed by the United States Arbitration
Act, 9 U.S.C. §§ 1-16 and the Federal Rules of Evidence. The arbitrators shall apply the
substantive law of the State of New York, without reference to provisions relating to conflict
of laws. The arbitrators shall not have the power to alter, modify, amend, add to, or subtract
from any term or provision of this Agreement, nor to rule upon or grant any extension,
renewal, or continuance of this Agreement. The arbitrators shall have the authority to
grant any legal remedy available had the parties submitted the dispute to a judicial
proceeding.

	 
	21.3	 	Situs. If arbitration is utilized to resolve any disputes between the parties, the
proceedings to resolve any such dispute shall be held in the headquarters city of the party
receiving the request for arbitration from the other party.

	 
	22.	 	General Terms

	 
	22.1	 	The section headings used herein are inserted only as a matter of convenience and for
reference and shall not affect the construction or interpretation of this Agreement.

	 
	22.2	 	Neither party shall be responsible for delays or failures in performance resulting from acts
reasonably beyond the control of that party.

	 
	22.3	 	This Agreement shall be construed and enforced under the laws of the State of New York,
without reference to its provisions relating to conflict of laws. The United Nations
Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.

	 
	22.4	 	Except with respect to disclosure, misappropriation or misuse of either party’s proprietary
rights including, but not necessarily limited to, Client Confidential Information,
no action, regardless of form, arising out of this Agreement shall be brought by either party
more than two (2) years after such cause of action shall have accrued.

	 
	22.5	 	The prevailing party in an action brought against the other to enforce the terms of this
Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable
costs and expenses of bringing such action including its reasonable attorneys’ fees.

	 
	22.6	 	If any provision of this Agreement is held to be unenforceable, the other provisions shall
nevertheless continue in full force and effect.

	 
	22.7	 	The failure of either of the parties to insist upon strict performance of any of the
provisions of this Agreement shall not be construed as the waiver of any subsequent default of
a similar nature.

	 
	22.8	 	(a) The parties agree that neither party (“Soliciting Party”) shall, without the prior
written consent of the other party (“Employing Party”), directly or indirectly solicit for
employment or hire any Restricted Employee within the earlier of 6 months from the date of (i)
termination of such Restricted Employee’s employment with the Employing Party or (ii)
termination or expiration of this Agreement.







(b) “Restricted Employee” means any former or current employee or contractor of the Employing
Party or its affiliates that the Soliciting Party became aware of or came into contact with
during the provision of services under or related to this Agreement.




(c) Unless expressly waived in writing by the Employing Party, as a condition to
receipt of any consent described above in Section 22.8(a), the Soliciting Party shall pay
the Employing Party a sum equal to the total compensation (salary, commission, and bonus) paid
to such Restricted Employee during his/her last calendar year of employment with Employing Party
which amount shall be annualized if the Restricted Employee was employed less than a full
calendar year.




(d) This
Section 22.8 shall survive termination or expiration of this Agreement for a period
of 6 months.




					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0012
	 	





 


12









 







	22.9	 	All rights and obligations of the parties under this Agreement that, by their nature, do not
terminate with the expiration or termination of this Agreement shall survive the expiration
or termination of this Agreement.

	 
	22.10	 	Client agrees that Fiserv shall be the sole and exclusive provider of the services that are
related to the Software licenses pursuant to Exhibit 1n, subject, however, to all of the
terms and conditions of this Agreement.

	 
	22.11	 	Client and Fiserv shall have the right to make general references about each other publicly
and the type of services being provided hereunder to third parties, such as auditors,
regulators, financial analysts, and prospective customers and clients. The parties shall
mutually agree on a press release relating to the execution of this Agreement. In conjunction
with this, the party initiating such release shall give the other party a reasonable
opportunity to review and comment on the content thereof prior to its release.

	 
	22.12	 	The parties agree that they are independent contractors and nothing in this
Agreement shall be deemed to make them partners or joint venturers.






IN WITNESS whereof this Agreement has been executed as of the Effective Date by the following
duly authorized representatives:







	 	 	 	 	 
	For and on behalf of Client	By:  	                                                      /s/ Chester J. Walczyk
 	 
	 	 	Name:  	Chester J. Walczyk 	 
	 	 	Title:  	Chief Operating Officer 	 







	 	 	 	 	 
	For and on behalf of Fiserv Insurance Solutions, Inc.	By:  	/s/ Gary Sherne
 	 
	 	 	Name:  	Gary Sherne 	 
	 	 	Title:  	President, P&C Division 	 



					
	 	 	 	 	 
	CONFIDENTIAL TREATMENT
	 	 
	 	 
	REQUESTED BY KLNF
	 	KLNF 0013
	 	







 


13












 





Exhibit 1a


Effective Date: August 27, 2008




PowerSuite®Policy




Initial Term of License: 5 years from the Effective Date set forth above in this Exhibit
1a. The license granted renews automatically at the end of the initial term and each year
thereafter for so long as Client continues to pay Annual Maintenance Fees, as hereinafter
provided.



	 	 	 
	Software

	 	***
	Software Documentation

	 	Included with the Software
	Location

	 	1000 Adams Avenue, Suite 4,
Valley Forge, PA 19401**
	Total License Fee and Year 1 Maintenance Fee

	 	***
	License Fee Payment Timetable

	 	Due and payable upon
execution of the Agreement
	Archive Site

	 	[TBD prior to signing]
	Maximum Users

	 	Not Applicable
	Licensor

	 	InsureWorx, Inc.








	 	 	 
	*	 	Additional License
Fees: The stated Total License Fees assumes the aggregate annual direct
written premium (“Annual DWP”) processed with the Software System is no greater than $ 500,000,000.
If during the term of this Agreement, Annual DWP exceeds such amount, Client shall pay Fiserv
additional one time license fees in accordance with the following schedule:





	 	 	 
	Annual DWP	 	Additional License Fee
	Less than $500,000,000
	 	***
	$500,000,000 to $750,000,000
	 	***
	$750,000,000 to $1,000,000,000
	 	***
	$1,000,000,000 to $2,000,000,000
	 	***








	 	 	 
	**	 	Stated address is of Xtium, LLC, a third party contractor which Client intends to retain to
perform processing services. Use of such third party contractor is subject to Fiserv’s consent,
which shall not be unreasonably withheld, and the execution by Xtium, LLC of a Non-Disclosure
Agreement in form and substance acceptable to Fiserv and to which Fiserv is either a party or a
designated third party beneficiary with full rights to the enforcement thereof.





	 	 	 
	Use Fee and Payment Timetable

	 	In the event Client does not renew
Annual Maintenance after the initial
5-year Maintenance term or following
any subsequent annual renewal term,
then beginning May 1, 2013 or May 1
following expiration of the then
current renewal term, as applicable,
Client shall pay an annual use fee
of *** for the first year the
annual use fee is in effect and for
each year thereafter, provided, the
annual use fee may be increased by
Fiserv but such increase shall in no
event be more than *** year over
year. If the annual use fee is not
paid when due, this Exhibit 1a and
Client’s license to the Software
listed on this Exhibit 1a shall
terminate as of the date 30 days
after the payment is due and not
paid.


	 







The components of the PowerSuite system included in this Exhibit 1a are:




	 	•	 	PowerSuite Policy

	 
	 	•	 	PowerSuite Support Tools including







	 	•	 	Customer

	 
	 	•	 	Task Management

	 
	 	•	 	Documents Processing

	 
	 	•	 	Notepad








	 	•	 	On-line Help, and

	 
	 	•	 	Case Management









	 	 	 	 	 
	CONFIDENTIAL TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0014
	 	





 


14









 






	 	•	 	PowerSuite Data Warehouse

	 
	 	•	 	PowerSuite Web Components

	 
	 	•	 	PowerSuite System Administration






Third Party Software:



NONE



Basic Maintenance Services:



	 	 	 	 	 
	Software:	 	Payment Due Date	 	Amount
	Annual Maintenance Fee and Payment Timetable
	 	May 1, 2008	 	***
	 
	 	May 1, 2009	 	***
	 
	 	May 1, 2010	 	***
	 
	 	May 1, 2011	 	***
	 
	 	May 1, 2012	 	***






Client shall pay the above Annual Maintenance Fee for and receive Basic Maintenance Services for
the Software from the Effective Date to April 30, 2013. Thereafter, Basic Maintenance Services
shall renew at the
then-current Annual Maintenance Fee for consecutive annual periods unless
either party gives the other party notice of
non-renewal given at least 60 days prior to
expiration of the then-current term. In the event of Client’s non-renewal of Basic Maintenance
Services for the Software, continued use of the Software is subject to payment by Client of an
annual use fee as set forth in the above “Use Fee and Payment Timetable”.



***




Professional Services:




	A.	 	Professional Services Fees







Professional Services are available to assist in the implementation. Professional Services
rates will be defined in each Work Order. Reasonably incurred travel and living expenses
will be billed to and paid by Client as incurred.




	B.	 	Professional Services Fees Payment Timetable







Fiserv will bill Client for and Client shall pay Professional Services on a monthly basis.




	C.	 	Expenses







In addition to Professional Services Fees, Client shall reimburse Fiserv for Fiserv’s
reasonably incurred expenses as mutually agreed between the parties in accordance with the
specific Work Order(s) signed between the parties from time to time.



URS License: If Client determines to license Fiserv’s URS Software in conjunction with
PowerSuite Policy, such license shall be reflected on an Exhibit 1n to this Agreement and the
license fee for such software shall be discounted by Fiserv from Fiserv’s



	 	 	 	 	 
	CONFIDENTIAL TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0015
	 	






 


15









 





Exhibit 1b




Effective Date:                     




PowerSuite®Claims



Initial Term of License: 5 years from the Effective Date set forth above in this
Exhibit 1b. The license granted renews automatically at the end of the initial term and each
year thereafter for so long as Client continues to pay Annual Maintenance Fees, as hereinafter
provided.



	 	 	 
	Software

	 	***
	Software Documentation

	 	Included with the Software
	Location

	 	1000 Adams Avenue, Suite 4,
Valley Forge, PA 19401**
	Total License Fee and Year 1 Maintenance Fee

	 	***
	License Fee Payment Timetable

	 	Due and payable upon
execution of the Agreement
	Archive Site

	 	[TBD prior to signing]
	Maximum Users

	 	Not Applicable
	Licensor

	 	InsureWorx, Inc.








	 	 	 
	*	 	Additional License Fees: The stated Total License Fees assumes the aggregate annual direct
written premium (“Annual DWP”) processed with the Software System is no greater than
$500,000,000. If during the term of this Agreement, Annual DWP exceeds such amount, Client shall
pay Fiserv additional one time license fees in accordance with the following schedule:





	 	 	 
	Annual DWP	 	Additional License Fee
	Less than $500,000,000
	 	***
	$500,000,000 to $750,000,000
	 	***
	$750,000,000 to $1,000,000,000
	 	***
	$1,000,000,000 to $2,000,000,000
	 	***






	 	 	 
	Use Fee and Payment Timetable

	 	In the event Client does not renew
Annual Maintenance after the initial
5-year Maintenance term or following
any subsequent annual renewal term,
then beginning May 1, 2013 or May 1
following expiration of the then
current renewal term, as applicable,
Client shall pay an annual use fee
of *** for the first year the
annual use fee is in effect and for
each year thereafter, provided, the
annual use fee may be increased by
Fiserv but such increase shall in no
event be more than *** year over
year. If the annual use fee is not
paid when due, this Exhibit 1b and
Client’s license to the Software
listed on this Exhibit 1b shall
terminate as of the date 30 days
after the payment is due and not
paid.







Third Party Software:



NONE



	 	 	 	 	 
	CONFIDENTIAL TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0017
	 	






 


17









 





Basic Maintenance Services:



	 	 	 	 	 
	Software:	 	Payment Due Date	 	Amount
	Annual Maintenance Fee and Payment Timetable
	 	May 1, 2008	 	***
	 
	 	May 1, 2009	 	***
	 
	 	May 1, 2010	 	***
	 
	 	May 1, 2011	 	***
	 
	 	May 1, 2012	 	***






Client shall pay the above Annual Maintenance Fee for and receive Basic Maintenance Services for
the Software from the Effective Date to April 30, 2013. Thereafter, Basic Maintenance Services
shall renew at the then-current Annual Maintenance Fee for consecutive annual periods unless
either party gives the other party notice of
non-renewal given at least 60 days prior to
expiration of the then-current term. In the event of Client’s
non-renewal of Basic Maintenance
Services for the Software, continued use of the Software is subject to payment by Client of an
annual use fee as set forth in the above “Use Fee and Payment
Timetable”.



***




	 
	Professional
Services:








	A.	 	Professional Services Fees







Professional Services are available to assist in the implementation. Professional Services
rates will be defined in each Work Order. Reasonably incurred travel and living expenses
will be billed to and paid by Client as incurred.




	B.	 	Professional Services Fees Payment Timetable







Fiserv will bill Client for and Client shall pay Professional Services on a monthly basis.




	C.	 	Expenses







In addition to Professional Services Fees, Client shall reimburse Fiserv for Fiserv’s
reasonably incurred expenses as mutually agreed between the parties in accordance with the
specific Work Order(s) signed between the parties from time to time.



IN WITNESS whereof this Exhibit 1b to the Agreement has been executed as of the Effective Date
shown hereinabove by the following duly authorized representatives:



	 	 	 	 	 	 	 
	For and on behalf of Client

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	For and on behalf of Fiserv Insurance Solutions, Inc.

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 
	CONFIDENTIAL TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0018
	 	






 


18









 





Exhibit 1c


Effective Date: August 27, 2008




Power2Pay




Initial Term of License: 5 years from the Effective Date set forth above in this Exhibit
1c. The license granted renews automatically at the end of the initial term and each year
thereafter for so long as Client continues to pay Annual Maintenance Fees, as hereinafter
provided.



	 	 	 
	Software

	 	***
	Software Documentation

	 	Included with the Software
	Location

	 	1000 Adams Avenue, Suite 4,
Valley Forge, PA 19401*
	Total License Fee and Year 1 Maintenance Fee

	 	***
	License Fee Payment Timetable

	 	Due and payable upon execution
of the Agreement
	Archive Site

	 	[TBD prior to signing]
	Maximum Users

	 	***
	Licensor

	 	Fiserv Insurance Solutions, Inc.








	 	 	 
	**	 	Stated address is of Xtium, LLC, a third party contractor which Client intends to retain to
perform processing services. Use of such third party contractor is subject to Fiserv’s consent,
which shall not be unreasonably withheld, and the execution by Xtium, LLC of a Non-Disclosure
Agreement in form and substance acceptable to Fiserv and to which Fiserv is either a party or a
designated third party beneficiary with full rights to the enforcement thereof.





	 	 	 
	Use Fee and Payment Timetable

	 	NOT APPLICABLE






Third Party Software:



NONE



Basic Maintenance Services:



	 	 	 	 	 
	Software:	 	Payment Due Date	 	Amount
	Annual Maintenance Fee and Payment Timetable
	 	March 1, 2008	 	***
	 
	 	March 1, 2009	 	***
	 
	 	March 1, 2010	 	***
	 
	 	March 1, 2011	 	***
	 
	 	March 1, 2012	 	***






Client shall pay the above Annual Maintenance Fee for and receive Basic Maintenance Services for
the Software from the Effective Date to February 28, 2013. Thereafter, Basic Maintenance Services
shall renew at the then-current Annual Maintenance Fee for consecutive annual periods unless either
party gives the other party notice of
non-renewal given at least 60 days prior to expiration of the
then-current term. In the event of non-renewal of Basic Maintenance Services for the Software, this
Exhibit 1c and Client’s license to the Software listed on this Exhibit 1c shall terminate as of the
date of expiration of Basic Maintenance Services.



***




	 	 	 	 	 
	CONFIDENTIAL TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0019
	 	





 


19









 





Professional Services:





	A.	 	Professional Services Fees







Professional Services are available to assist in the implementation. Professional Services
rates will be defined in each Work Order. Reasonably incurred travel and living expenses will
be billed to and paid by Client as incurred.




	B.	 	Professional Services Fees Payment Timetable







Monthly, Fiserv will bill Client for and Client shall pay Professional Services.




	C.	 	Expenses







In addition to Professional Services Fees, Client shall reimburse Fiserv for Fiserv’s
reasonably incurred expenses as mutually agreed between the parties in accordance with the
specific Work Order(s) signed between the parties from time to time.



IN WITNESS whereof this Exhibit 1c to the Agreement has been executed as of the Effective Date
shown hereinabove by the following duly authorized representatives:



	 	 	 	 	 
	 	 	 
	For and on behalf of Client 	By:  	/s/ Chester J. Walczyk
 	 
	 	 	Name:  	Chester J. Walczyk 	 
	 	 	Title:  	Chief Operating Officer 	 
	 	 	 
	For and on behalf of Fiserv Insurance Solutions, Inc. 	By:  	/s/
Gary Sherne
 	 
	 	 	Name:  	Gary Sherne 	 
	 	 	Title:  	President, P&C Division 	 



	 	 	 	 	 
	CONFIDENTIAL
TREATMENT

REQUESTED BY KLNF

	 	KLNF 0020
	 	





 


20









 





Exhibit 2




CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT




WHEREAS Fiserv Insurance Solutions, Inc. or its affiliate (“Fiserv”), is the owner and licensor of
certain computer software, and WHEREAS, Client has entered into a License and Service Agreement for
Use of Fiserv’s Software (as defined therein), and WHEREAS, the undersigned party (“Consultant”)
desires access to certain Fiserv confidential information in order to fulfill its obligations to
Client.



NOW THEREFORE, in consideration of Consultant’s original and continuing access to Fiserv’s
confidential information, Consultant agrees as follows:



For purposes of this Agreement, “Confidential Information” shall mean information or
material proprietary to Fiserv, which Consultant develops or obtains knowledge or access through or
as a result of Consultant’s relationship with Fiserv or Client (including information conceived,
originated, discovered or developed in whole or in part by Consultant). Confidential Information
includes, but is not limited to, the following types of information (whether or not reduced to
writing): discoveries, ideas, concepts, software in various stages of development, designs,
drawings, specifications, techniques, models, data, source code, object code, documentation,
diagrams, flow charts, research, development, processes, procedures, “know-how,” marketing
techniques and materials, marketing and development plans, customer names and other information
related to customers, price lists, pricing policies and financial information. Confidential
Information also includes any information described above that Fiserv obtains from another party
and that it treats as proprietary or designates as Confidential Information. INFORMATION PUBLICLY
KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER THE TIME CONSULTANT FIRST LEARNS OF SUCH
INFORMATION, OR GENERIC INFORMATION OR KNOWLEDGE THAT CONSULTANT WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE, SHALL NOT BE DEEMED PART OF CONFIDENTIAL
INFORMATION.



All notes, materials or records, of any kind, in any way incorporating or reflecting any
Confidential Information shall belong exclusively to Fiserv. Consultant agrees to turn over all
copies of such materials to Fiserv upon request or upon termination of its assignment.



Consultant agrees during its assignment and thereafter to hold in confidence and not to directly
or indirectly reveal, report, publish, disclose, or transfer any Confidential Information to any
person or utilize any Confidential Information for any purpose, except in the course of its work
for Client.



Consultant agrees that any inventions, ideas, or original works of authorship in whole or in part
conceived or made by Consultant during or after the term of its assignment that are made through
the use of any Confidential Information shall belong exclusively to Fiserv and shall be considered
part of Confidential Information for purposes of this Agreement whether or not fixed in a tangible
medium of expression. Without limiting the foregoing, Consultant agrees that any such original
works of authorship shall be deemed to be “works made for hire” of which Fiserv shall be deemed the
author, provided that in the event and to the extent such works are determined not to constitute
“works made for hire” as a matter of law, Consultant hereby irrevocably assigns and transfers to
Fiserv all rights, title, and interest in such works, including but not limited to copyrights,
patent rights, trade secrets, industrial property rights, and moral rights and shall execute all
documents reasonably requested by Fiserv for the purpose of registering such rights.



This Agreement shall be governed by and construed in accordance with the laws of New York.





Consultant agrees to the above terms, which terms constitute the entire agreement between the
parties, and acknowledges receipt of a copy of this Agreement.




Consultant:




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	By

	 	 	 	Address
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title

	 	 	 	Phone	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Date
	 	 	 	 	 	 







	 	 	 	 	 
	CONFIDENTIAL
TREATMENT 

REQUESTED BY KLNF

	 	KLNF 0021
	 	







 


21