Give me more for this agreement: VIRTUAL ITEM PROCESSING SYSTEMS, INC. 2525 Northwest Expressway, #105 Oklahoma City, Oklahoma 73112
OUTSOURCING AGREEMENT BETWEEN VIRTUAL ITEM PROCESSING SYSTEMS, INC. And BROKERS NATIONAL LIFE ASSURANCE COMPANY
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OUTSOURCING AGREEMENT This Outsourcing Agreement (" Agreement") is executed as of this 1 st day of May 2006, by and between Virtual Item Processing Systems, Inc. ("VIP"), with its principal place of office at 2525 NW Expressway, Suite 105 Oklahoma City, Oklahoma 73112, and Brokers National Life Assurance Company ("BNL"), with its principal place of office at 7010 Hwy. 71 W., Suite 100, Austin, Texas 78735. WHEREAS, VIP is engaged in the business of providing Electronic Data Processing services ("EDP Services") and related consultation and services to insurance companies pursuant to computer software systems developed and owned by VIP , (the "VIP System"); WHEREAS, BNL is an insurance company domiciled in the State of Arkansas and licensed to do business in numerous additional states; and WHEREAS, VIP desires to provide EDP Services to BNL; and WHEREAS, BNL desires to obtain EDP services from VIP for the processing and administration of its insurance policies; NOW, THEREFORE, in consideration of the above premises and in consideration of other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties agree as follows: 1. PURCHASE OF EQUIPMENT. BNL at its expense shall obtain, install, maintain and upgrade as necessary any and all hardware, software, data and telephone lines, other communications equipment and any other equipment (hereinafter collectively referred to as the "Equipment") which it determines is necessary to allow it to use and access the VIP System pursuant to the terms of this Agreement. Such Equipment shall be fully compatible with the VIP System. VIP will provide BNL such information as is reasonably necessary to allow BNL to acquire all such Equipment which meets the requirements of this paragraph. If requested by BNL and at BNL's expense, VIP shall inspect all such Equipment and acknowledge its compatibility in writing prior to its use with the VIP System. 2. VIP's EQUIPMENT AND SERVICES. A. During the term of this Agreement, VIP shall provide BNL such access as necessary to the VIP System to allow BNL to attach one data communication line and up to seventy (70) addressable data communications devices to said VIP System. Should BNL desire to attach additional communication lines or additional communication devices to the VIP System, BNL shall pay to VIP the additional fees set forth in paragraph 5(F) of this Agreement. B. VIP, at its sole discretion and expense, may, but is not obligated to, make appropriate enhancements to the VIP System. Any such enhancements shall be deemed to be included in the EDP Services and VIP System to be provided to BNL, whether developed by VIP before or during the time when services are to be provided by VIP pursuant to this Agreement. During the term of this Agreement, VIP shall be responsible at its expense for the proper maintenance and documentation of the VIP System. 3 .SCHEDULED AND UNSCHEDULED DOWN TIME. BNL acknowledges that there will be scheduled downtime for the routine preventive maintenance of VIP's System performed by either VIP or its vendors. VIP shall give BNL reasonable advance notice of all such scheduled downtime. BNL further acknowledges that there will also be unscheduled down-time that might occur as a result of electrical power failures and equipment failures and other acts outside of the control of VIP as contemplated in paragraph 16(J). In the event that any such down-time extends for more than two (2) consecutive working days, VIP, at its expense, will make available to BNL access to a backup facility designated by VIP for the continued processing of BNL's business. To ensure that a backup facility will be available in
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