Common use of Computer System Clause in Contracts

Computer System. The Computer System will be and remain the Property of Allmerica Financial and Transamerica shall have no rights or interest in the Computer System except as provided in this Agreement. Modifications to the Computer System developed for Transamerica that are mutually agreed to be proprietary to Transamerica shall not be sold, licensed, transferred, assigned or otherwise distributed without the express written consent of Transamerica. (a) The Computer System currently uses the LIFE-COMM III Computer System, licensed to Allmerica Financial by CSC Continuum Inc., ("Continuum"), as successo to Informatics, Inc., pursuant to a License Agreement ("Licensed Software") dated October 15, 1976, as amended, and Allmerica Financial warrants that it has the right to use the Licensed Software to provide the Policy Services described in this Agreement. Transamerica understands and agrees that, at Allmerica Financial's option, the Licensed Software or any replacement software may be replaced at any time and from time to time, at Allmerica Financial's expense, with other suitable software of Allmerica Financial's choice. Allmerica Financial agrees that neither the Licensed Software nor any replacement software shall be replaced without at least six months' written notice to Transamerica of the pending replacement. In the event that Allmerica Financial decides to replace such licensed software, Allmerica Financial agrees to test the replacement software prior to its installation to be certain that it will properly perform the Policy Services contemplated by this Agreement. The testing standards and the testing process for any such replacement software must be approved by Transamerica. (b) In order for Allmerica Financial to utilize the Licensed Software to provide the Policy Services contemplated by this Agreement, Transamerica agrees to execute a Non-Disclosure and Non-Use Agreement with Continuum and First Allmerica, in the form set forth in Schedule 3.02. Allmerica Financial agrees to use its best efforts to convince Continuum to enter into an agreement with Transamerica. Such agreement shall provide, in substance, that should this Agreement terminate for any reason prior to an agreed upon date, then Continuum shall, at Transamerica's option, issue to Transamerica, or to a Transamerica affiliate specified by Transamerica, a license agreement to use the version of the LIFE-COMM III Computer System then currently used to service Transamerica's business. Any such agreement shall provide that the fee for any such license shall not exceed the current market price for the product. Allmerica Financial further agrees that it shall not replace the LIFE-COMM III Computer System with another computer system unless and until the product vendor enters into a separate agreement with Transamerica similar to the agreement with Continuum contemplated by this provision. In addition, (i) if Transamerica terminates this Agreement for cause, as described in Section 11.03, or as a result of Allmerica Financial's insolvency, as described in Section 11.05, or (ii) if Allmerica Financial chooses not to renew or to terminate this Agreement (other than for cause), then, in the case of any such event, Allmerica Financial further agrees to grant Transamerica, at no cost to Transamerica, a license with respect to all of the modifications and enhancements Allmerica Financial has made to the LIFE-COMM III Computer System, or any replacement thereof, which are necessary to allow Transamerica to continue to provide the Policy Services contemplated by this Agreement. Notwithstanding the above, Transamerica understands and agrees that in no event shall Allmerica Financial provide to Transamerica during the term of this Agreement or any extension thereto, access to Continuum proprietary software source codes, technical design documentation, detailed business or technical practices or techniques, Continuum confidential correspondence or documentation. Allmerica Financial agrees to identify and inventory all confidential information of Continuum provided to Transamerica under the terms of this Agreement and shall secure written acknowledgment from an authorized Transamerica representative of receipt of such property. Allmerica Financial warrants that the Computer System is the Property of Allmerica Financial and utilizes software developed by or licensed to Allmerica Financial. Allmerica Financial further warrants that the use of the Computer System to provide the Policy Services contemplated by this Agreement will not infringe upon or violate any patent, copyright, trade secret or other proprietary right of any third party. These warranties shall survive termination of this Agreement.

Computer System. The Computer System will be and remain the Property property of Allmerica Financial LMG and Transamerica shall have no rights or interest in the Computer System except as provided in this Agreement. Modifications to the Computer System developed for Transamerica that are mutually agreed to be proprietary to Transamerica shall not be sold, licensed, transferred, assigned or otherwise distributed without the express written consent of Transamerica. (a) The Computer System currently uses the LIFE-COMM III Computer Leverage ALS/LCS/LPS System, licensed to Allmerica Financial by CSC Continuum Inc., ("Continuum"), as successo to Informatics, Inc., pursuant to a License Agreement ("Licensed Software") dated October 15, 1976, as amended, and Allmerica Financial warrants that it has the right to use the Licensed Software to provide the Policy Services described in this AgreementLMG. Transamerica understands and agrees that, at Allmerica FinancialLMG's option, the Licensed Software or any replacement software may be replaced at any time and from time to time, at Allmerica FinancialLMG's expense, with other suitable software of Allmerica FinancialLMG's choice. Allmerica Financial agrees that neither the Licensed Software nor any replacement software shall be replaced without at least six months' written notice to Transamerica of the pending replacement. In the event that Allmerica Financial LMG decides to replace such licensed software, Allmerica Financial LMG agrees to test the replacement software prior to its installation to be certain that it will properly perform the Policy Services services contemplated by this Agreement. The testing standards and the testing process for LMG will provide Transamerica with reasonable notice prior to any such replacement software must be approved by Transamericareplacements. (b) In order for Allmerica Financial to utilize the Licensed Software to provide the Policy Services contemplated by this Agreement, Transamerica agrees to execute a Non-Disclosure and Non-Use Agreement with Continuum and First Allmerica, in the form set forth in Schedule 3.02. Allmerica Financial LMG agrees to use its best efforts to convince Continuum Leverage to enter into an agreement with Transamerica. Such agreement shall provide, in substance, that should this Agreement terminate for any reason prior to an agreed upon datereason, then Continuum Leverage shall, at Transamerica's option, issue to Transamerica, or to a Transamerica affiliate specified by Transamerica, a license agreement to use the version of the LIFE-COMM III Leverage Computer System and modifications and enhancements done by LMG then currently used to service Transamerica's business. Any such agreement shall provide that the fee for any such license shall not exceed the current market price for the product. Allmerica Financial further agrees that it shall not replace the LIFE-COMM III Computer System with another computer system unless and until the product vendor enters into a separate agreement with Transamerica similar to the agreement with Continuum contemplated by this provision. In addition, (i) if Transamerica terminates this Agreement for cause, as described in Section 11.03, or as a result of Allmerica Financial's insolvency, as described in Section 11.05, or (ii) if Allmerica Financial chooses not to renew or to terminate this Agreement (other than for cause), then, in the case of any such event, Allmerica Financial further agrees to grant Transamerica, at no cost to Transamerica, a license with respect to all of the modifications and enhancements Allmerica Financial has made to the LIFE-COMM III Computer System, or any replacement thereof, which are necessary to allow Transamerica to continue to provide the Policy Services contemplated by this Agreement. Notwithstanding the above, Transamerica understands and agrees that in no event shall Allmerica Financial LMG provide to Transamerica during the term of this Agreement or any extension thereto, access to Continuum Leverage proprietary software source codes, technical design documentation, detailed business or technical practices or techniques, Continuum confidential correspondence or documentation. Allmerica Financial agrees to identify and inventory all confidential information of Continuum provided to Transamerica under the terms of this Agreement and shall secure written acknowledgment from an authorized Transamerica representative of receipt of such property. Allmerica Financial LMG warrants that the Computer System is the Property property of Allmerica Financial LMG and utilizes software developed by or licensed to Allmerica FinancialLMG. Allmerica Financial LMG further warrants that the use of the Computer System to provide the Policy Services contemplated by this Agreement will not infringe upon or violate any patent, copyright, trade secret or other proprietary right of any third party. These warranties shall survive termination of this Agreement.. In witness whereof, the parties here to have executed this Agreement to take effect on the effective date specified. LEGACY MARKETING GROUP By /s/ R. Preston Pitts ____________________________________________________________ Title President _________________________________________________________ Date 5/29/98 __________________________________________________________ TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By /s/ William N. Scott ____________________________________________________________ Title Vice President _________________________________________________________ Date 6/1/98 __________________________________________________________ APPENDIX A GEOGRAPHIC TERRITORY: *CONFIDENTIAL TERMS HAVE BEEN REDACTED The District of Columbia and all states except New York and currently Alabama POLICY FORMS LMG/Transamerica: Multi Year Guarantee Product Flexible Premium Deferred Annuity Group Master Policy # ___________________* Policy #: ___________________* State required variations of the above referenced forms may be required. *CONFIDENTIAL TERMS HAVE BEEN REDACTED PROCESSING FEES 1. Multi Year Guarantee Products