EXHIBIT 10.22
SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (called the "Agreement") covers the terms and
conditions under which Fidelity National Financial, Inc. will pay Micro General
Corp certain monthly payments in consideration for Micro General Corps agreement
to provide Fidelity National Financial, Inc. certain services and for other good
and valuable consideration, the receipt and sufficiency of which Fidelity
National Financial, Inc. hereby acknowledges.
The specific monthly payment amount ("Payment") and the period over which the
Payments are to be made (called the "Transaction") is specified in the table
below. Fidelity National Financial, Inc. agrees to the terms of this Agreement
by signing below.
Payment
Monthly Commencement
Term Payment Amount Date
---- -------------- ------------
36 months $ 49,575.32 June 30, 2000
This Agreement is the complete agreement regarding the Transaction and replaces
any prior oral or written communications between both parties.
By signing below, both parties agree to the terms of this Agreement. There shall
be only one original of this Agreement.
Agreed to: Agreed to:
--------------------- ----------------------
Fidelity National Financial, Inc. Micro General Corp
By: /S/ XXXXXXX X. XXXXX By: /S/ XXXX XXXXXXXXXXX
---------------------------- ----------------------------
Authorized signature Authorized signature
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxxxxxx
-------------------------- --------------------------
(type or print) (type or print)
President & COO
Date: June 14, 2000 Date: 6/14/00
-------------------------- --------------------------
SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (called the "Agreement") covers the terms
and conditions under which Fidelity National Financial, Inc. will pay Micro
General Corp certain monthly payments in consideration for Micro General Corp's
agreement to provide Fidelity National Financial, Inc. certain services and for
other good and valuable consideration, the receipt and sufficiency of which
Fidelity National Financial, Inc. hereby acknowledges.
The specific monthly payment amount ("Payment") and the period over which the
Payments are to be made (called the "Transaction") is specified in the table
below. Fidelity National Financial, Inc. agrees to the terms of this Agreement
by signing below.
Payment
Monthly Commencement
Term Payment Amount Date
---- -------------- ------------
36 months $ 49,575.32 June 30, 2000
This Agreement is the complete agreement regarding the Transaction and replaces
any prior oral or written communications between both parties.
By signing below, both parties agree to the terms of this Agreement. There shall
be only one original of this Agreement.
Agreed to: Agreed to:
--------------------- ----------------------
Fidelity National Financial, Inc. Micro General Corp
By: By: /S/ XXXX XXXXXXXXXXX
---------------------------- ----------------------------
Authorized signature Authorized signature
Name: Name: Xxxx Xxxxxxxxxxx
-------------------------- --------------------------
(type or print) (type or print)
Date: Date: 6/14/00
-------------------------- --------------------------
SOFTWARE SERVICES AGREEMENT
Part 1 - Definitions 1.0 Definitions
Term is 36 months and it is the number of payment periods of the Transaction.
The Term of the Transaction begins on the date of this Agreement. It ends on the
last day of the last payment period.
Part 2 - Payment
2.1 Fidelity National Financial, Inc.'s obligation to Pay
Payments specified in the table set forth above shall be made monthly on the
30th calendar day of each month. Fidelity National Financial, Inc. acknowledges
and understands that the terms and conditions of this Agreement enables Micro
General Corp to sell and assign its interest in, or grant a security interest
in, this Agreement and the Payments payable hereunder, in whole or in part, to
IBM Credit Corporation ("IBM Credit") to secure Micro General Corp's obligations
to IBM Credit and that IBM Credit has extended certain financing to Micro
General Corp in reliance on Fidelity National Financial, Inc.'s unconditional
obligation to make the Payments and Micro General Corp's assignment of Micro
General Corp's interest in such Payments to IBM Credit. Fidelity National
Financial Inc.'s obligation to make the Payments shall be absolute and
unconditional and shall not be affected by any right of set-off, defense or
counterclaim of any kind whatsoever against Micro General Corp or IBM Credit or
by the termination of any service, or any dispute Fidelity National Financial,
Inc. may have with respect to any service, Micro General Corp may provide to
Fidelity National Financial, Inc.
2.2 Payment Commencement
Payment starts on the Payment Commencement Date specified above.
2.3 Delinquent Payments
If Fidelity National Financial, Inc. does not make a payment by its due date,
Fidelity National Financial, Inc. agrees to pay Micro General Corp, on demand,
an additional 2% per month late charge or the maximum allowed by law, whichever
is less. The late charge will accrue on a cumulative basis until the outstanding
payments and late charges are paid.
Part 3 - General
3.1 Events of Default
Fidelity National Financial, Inc. will be in default if:
1. Fidelity National Financial, Inc. does not pay any amount within seven
days after its due date;
2. Fidelity National Financial, Inc. makes an assignment for the benefit of
creditors, or Fidelity National Financial, Inc. consents to the
appointment of a trustee or receiver, or either is appointed for
Fidelity National Financial, Inc. or for a substantial part of Fidelity
National Financial, Inc.'s property without Fidelity National Financial,
Inc.'s consent;
3. any petition or proceeding is filed by or against Fidelity National
Financial, Inc. under any bankruptcy, insolvency, or similar law;
SOFTWARE SERVICES AGREEMENT
4. Fidelity National Financial, Inc. breaches any other provision of this
Agreement and that breach continues for fifteen days after Fidelity
National Financial, Inc. receives written notice from Micro General
Corp; or
5. Fidelity National Financial, Inc. makes a bulk transfer subject to the
provisions of the Uniform Commercial Code or otherwise disposes
substantial assets without receiving equivalent value.
3.2 Remedies
If Fidelity National Financial, Inc. is in default, Micro General Corp may do
one or more of the following:
1. declare the Transaction and all associated Transactions to be in
default;
2. recover from Fidelity National Financial, Inc. all amounts that are or
will be due;
3. recover from Fidelity National Financial, Inc. reasonable attorney's
fees and legal expenses incurred in exercising any of Micro General
Corp's rights under this Agreement.
Micro General Corp may pursue any other remedy available at law or in equity.
3.3 Assignment
1. Fidelity National Financial, Inc. may not assign this Agreement or
Fidelity National Financial, Inc's rights under it, or delegate Fidelity
National Financial, Inc.'s obligations. Any attempt to do so is void;
2. Micro General Corp shall sell and assign all of Micro General Corp's
interests or grant a security interest in all of Micro General Corp's
right, title and interest under this Agreement to IBM Credit to secure
Micro General Corp's obligations to IBM Credit.
3. Fidelity National Financial, Inc. and Micro General Corp agree that
neither of us may do any of the following without the prior written
consent of IBM Credit, and that any attempt to do so shall be void and
of no force or affect against IBM Credit:
(a) make, or accept, any payment or pre-payment of the Payments
other than as specified in this Agreement;
(b) amend, supplement or otherwise modify the terms of this
Agreement or grant or accept any waiver of compliance with, or
release of any of, Fidelity National Financial, Inc.'s
obligations under this Agreement;
4. Fidelity National Financial, Inc. agrees that upon notice from IBM
Credit that Micro General Corp is in default of it's obligations to IBM
Credit, Fidelity National Financial, Inc. shall make all Payments
hereunder directly to IBM Credit as specified by IBM Credit in such
notice.
3.4 General
If any provision of this Agreement becomes invalid or unenforceable, all other
provisions remain in effect. Micro General Corp's failure to require full
performance or Micro General Corp's waiver of any provision in this Agreement
does not prevent Micro General Corp from requiring full performance of all
provisions in the future.
SOFTWARE SERVICES AGREEMENT
3.5 Notices
All notices under this Agreement will be delivered in person or mailed, to
Fidelity National Financial, Inc. at Fidelity National Financial, Inc. 's
address or to Micro General Corp at Micro General Corp's address or to such
other address as Micro General Corp, or Micro General Corp's assignee may
specify to Fidelity National Financial, Inc.
Governing Law
The laws of the State of California govern this Agreement.
