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<br /> and (b) are directly and solely attributable to such breach, but excluding any and all consequential, incidental,punitive and exemplary
<br /> damages.
<br /> M. "Documentation"shall mean Metavante's standard user instructions relating to the Services,including tutorials,on-screen help,
<br /> and operating procedures,as provided to Customer in written or electronic form.
<br /> N. "Effective Date°shall mean the date so defined on the signature page of this Agreement, or, if blank,the date executed by
<br /> Metavante,as reflected in Metavante's records.
<br /> 0. "Effective Date of Termination'shall mean the last day on which Metavante provides the Services to Customer(excluding any
<br /> services relating to termination assistance).
<br /> P. 'Eligible Provider shall have the meaning as set forth in Section 15.8 above.
<br /> Q. 'Employment Cost Index' shall mean the Employment Cost Index (not seasonally adjusted) as promulgated by the United
<br /> States Department of Labor's Bureau of Labor Statistics(or any successor index).
<br /> R. 'Entity"means an individual or a corporation, partnership, sole proprietorship, limited liability company,joint venture or other
<br /> form of organization,and includes the parties hereto.
<br /> S. 'Estimated Remaining Value"shall mean the number of calendar months remaining between the Effective Date of Termination
<br /> and the last day of the contracted-for Term,multiplied by the average of the three(3)highest monthly fees(excluding any one time fees
<br /> or credits) payable by Customer during the twelve (12) -month period prior to the event giving nse to termination rights under this
<br /> Agreement. In the event the Effective Date of Termination occursrior to expiration of the First Contract Year,the monthly fees used In
<br /> calculating the Estimated Remaining Value shall be the greater of(II)the estimated monthly fees set forth in the Fee Schedule(s)and(ii)
<br /> the average monthly fees described in the preceding sentence.
<br /> T. "Expenses"shall mean any and all reasonable and direct expenses paid by Metavante to Third Parties in connection with the
<br /> Services provided to or on behalf of Customer under this Agreement,including any postage,supplies,materials,travel and lodging and
<br /> telecommunication fees,but not payments to Eligible Providers.
<br /> U. 'Federal Regulator"shall mean the Chief Examiner of the Federal Home Loan Bank Board,the Office of Thrift Supervision,the
<br /> Office of the Comptroller of the Currency,the Federal Deposit Insurance Corporation,the Federal Reserve Board,or their successors,as
<br /> applicable.
<br /> V. "implementation° shall mean the integration of Customer's systems with Metavante's systems and, as applicable,transfer of
<br /> Customer's data to the Melavante system and Integration thereof,such that Customer is able to receive the Services in a live operating
<br /> environment,
<br /> W. "implementation Date"shall mean the date on which Implementation for Customer or a particular Affiliate has been completed.
<br /> X. 'Implementation Period"shall mean that portion of the Term beginning on the Effective Date and ending on the Implementation
<br /> Date,
<br /> Y. "Initial Services' shall mean all Services requested by Customer from Metavante under this Agreement prior to the
<br /> Commencement Date,other than the Conversion services. The Initial Services requested as of the Effective Date are set forth in the
<br /> schedules attached hereto, which shall be modified to include any additional services requested by Customer prior to the
<br /> Commencement Date.
<br /> 2. "Initial Term"shall mean the period set forth on the first page of this Agreement.
<br /> AA. "Legal Requirements'shall mean the federal and state laws,rules and regulations pertaining to Customer's business.
<br /> BB. "Metavante Proprietary Materials and Information' shall mean the Metavante Software and all source code, object code,
<br /> documentation (whether electronic, printed, written or otherwise), working papers, non-customer data, programs, diagrams, models,
<br /> drawings, flow charts and research(whether in tangible or intangible form or in written or machine readable form), and all techniques,
<br /> processes,inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine readable
<br /> form), developed by Metavante prior to or during the Term of this Agreement,and such other information relating to Metavante or the
<br /> Metavante Software that Metavante identifies to Customer as proprietary or confidential at the time of disclosure.
<br /> CC. "Metavante Software'shall mean the software owned by Metavante and used to provide the Services.
<br /> DD. "Network'shall mean a shared system operating under a common name through which member financial institutions are able to
<br /> authorize,route,process and settle Transactions(e.g.,MasterCard and Visa).
<br /> EE. "New Services° shall mean any services not included in the Initial Services. Upon mutual agreement of the parties, New
<br /> Services shall be Included in the term"Services.'
<br /> FF. "Plan"shall have the meaning set forth in Section 14.1 above.
<br /> GG. "Privacy Regulations'shall mean the regulations promulgated under Section 504 of the Gramm-Leach-Bliley Act,Pub.L. 106-
<br /> 102,as such regulations maybe amended from time to time.
<br /> HH. 'Professional Services' shall mean services provided by Metavante for Implementation, training, consulting or to review or
<br /> implement New Services or enhancements to existing Services.
<br /> II. "Sensitive Customer Information"shall mean Customer Data with respect to a Consumer that is(a) such Consumer's name,
<br /> address or telephone number, in conjunction with such Consumer's Social Security number, account number, credit or debit card
<br /> ©2010 Fidelity National information Services,Inc.and its subsidiaries.
<br /> 100453Everett City of Payment Services Master Agreement(BSP B2C Services)-04041 1jiC 11
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