Service Level Agreement (2001)Full Document 

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                           SUPERSOLUTIONS CORPORATION
             DAYBREAK - THE BIG PICTURE SERVICE LEVEL AGREEMENT

        THIS AGREEMENT (the "Agreement") is made as of this twenty second day of
December, 1999 by and between SuperSolutions Corporation, a Minnesota
corporation (the "Company"), and Onyx Acceptance Corporation, a Delaware
corporation ("Customer").

                                   WITNESSETH

        WHEREAS, Customer has entered into a Daybreak - The Big Picture
Master License Agreement (the "License Agreement") with the Company pursuant to
which the Company has granted Customer a license to the proprietary software
product DAYBREAK - THE BIG PICTURE(TM) (hereinafter referred to as "Daybreak")
as more fully set forth in the License Agreement; and

        WHEREAS, pursuant to the License Agreement, the parties hereto have
agreed to enter into this Agreement to provide for certain services to be
performed by the Company for the benefit of Customer, including without
limitation maintenance services, in connection with Daybreak; and

        WHEREAS, the parties hereto wish to outline the terms and conditions of
those services related to Daybreak to be provided by the Company; and

        WHEREAS, this Agreement will only become effective if Customer accepts
(or is deemed to have accepted) Daybreak pursuant to the License Agreement and
shall be effective on such date;

        NOW, THEREFORE, in consideration of the foregoing, and other valuable
consideration hereinafter set forth, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

        1. Term. This Agreement shall be effective the date Customer accepts (or
is deemed to have accepted) Daybreak pursuant to the License Agreement and shall
terminate on the one year anniversary of the effective date. Notwithstanding the
foregoing, this Agreement shall automatically renew for consecutive one year
terms unless either party notifies the other party of its intent to terminate at
least 90 days prior to the end of the then current term.

        2. Service Fees. Customer shall pay the Company an annual fee for the
services to be performed under this Agreement in an amount set forth in SCHEDULE
A. Such amount shall be paid in advance in equal quarterly installments
beginning on the effective date of this Agreement.

        3. Production Releases. The Company schedules releases of updated
Daybreak versions (each as a "Production Release") in intervals of approximately
six (6) months, which Production Release schedule is subject to change without
notice. Customer shall be entitled to receive from the Company each Production
Release that is generally made available to all customers of the Company at
Customer's service level who have entered into a Daybreak Master License
Agreement. All Production Releases shall be baseline functionality, and the
Company shall support up to current (n) less two (n-2) versions. The Company
shall include in each Production Release delivered to Customer documentation, if
any, outlining installation, configuration and administration instructions for
such Production Release. Customer shall install each Production Release within
sixty (60) days after receipt. Customer shall be responsible for upgrading all
customized code in connection with each Production Release and shall upgrade
such customized code by either (i) performing the work internally, or (ii)
engaging the Company to upgrade such customized code on a billable basis. The
Company agrees to keep Daybreak compatible with the then current version of
Oracle database, within a twelve (12) month time period of the general
production release date from Oracle.

        4. Issues. For purposes of this Agreement, an "issue" shall mean any
Bug-Fix, Modification, Enhancement or Customization (each as hereinafter

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