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Exhibit 10.23
MASTER OUTSOURCED SERVICES AGREEMENT
THIS MASTER OUTSOURCED SERVICES AGREEMENT (the "Agreement") is
effective as of the 30th day of December, 1999 (the "Effective Date"), and is by
and between ▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation, having its principal
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("▇▇▇▇▇▇▇.▇▇▇") and World Commerce Online, a Florida corporation, having its
principal place of business at Orlando International Airport, Tradeport Commerce
Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ("Client").
WHEREAS, Client conducts credit evaluations of its prospective
customers and arranges financing for customers; and
WHEREAS, ▇▇▇▇▇▇▇.▇▇▇, among other business activities, offers certain
proprietary business process automation services designed to facilitate the
credit evaluation and financing process in an outsourced environment
("Outsourced Services"); and
WHEREAS, Client desires to retain ▇▇▇▇▇▇▇.▇▇▇ to customize the
Outsourced Services according to protocols provided by Client ("Client's
Business Logic") to process consumer and business credit information provided by
Client or obtained by ▇▇▇▇▇▇▇.▇▇▇ at the request of Client ("Data").
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
set forth in this Agreement and for other good and valuable consideration, the
receipt and adequacy of which is acknowledged by all parties, the parties hereby
agree as follows:
1. Obligations of ▇▇▇▇▇▇▇.▇▇▇. ▇▇▇▇▇▇▇.▇▇▇ will customize its
Outsourced Services according to Client's Business Logic (as set forth in
Schedule 1 hereto and made a part hereof) and will process Data according to
Client's Business Logic and return the results of such processing ("Processed
Transactions") to Client in an online interactive mode. These Outsourced
Services will be provided to Client on a non-exclusive basis.
2. Payment. Client shall pay to ▇▇▇▇▇▇▇.▇▇▇ the fees as set forth in
Schedule 2.1 hereto.
3. Term. This Agreement shall continue in effect for an initial term as
set forth in Schedule 3.1 (the "Initial Term") and will automatically renew at
the end of the Initial Term or any extension for additional terms as set forth
in Schedule 3.1 ("Renewal Terms") unless either party tenders written notice of
its intent to terminate within sixty (60) days of the renewal date.
4. Terms and Conditions. The attached Terms and Conditions are
incorporated herein and made a part hereof.
Executed as of the date set forth above, as a document under seal, by
the duly authorized representatives of the parties hereto.
▇▇▇▇▇▇▇.▇▇▇, Inc. World Commerce Online
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- ----------------------------
Title: VP Channel Sales & Title: Chief Financial Officer
Sales Operations
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MASTER OUTSOURCED SERVICES AGREEMENT
TERMS AND CONDITIONS
1. Performance of Outsourced Services. ▇▇▇▇▇▇▇.▇▇▇ will use
commercially reasonable efforts to assure that Outsourced Services are generally
available twenty-four (24) hours per day, seven (7) days per week, according to
the Specifications. Client shall be solely and exclusively responsible for the
provision of Client's Business Logic and Data.
2. Taxes and Charges. Client shall reimburse ▇▇▇▇▇▇▇.▇▇▇ within ten
(10) days of receipt of ▇▇▇▇▇▇▇.▇▇▇'s invoice for all taxes or similar
assessments related to this Agreement, other than taxes based on the net income
of ▇▇▇▇▇▇▇.▇▇▇.
3. Pass Through Expenses. Subject to written consent, Client will
reimburse ▇▇▇▇▇▇▇.▇▇▇ for any new or increased fees, or other charges that
increase ▇▇▇▇▇▇▇.▇▇▇'s costs in performing this Agreement.
4. Termination.
4.1 Either party hereto may terminate this Agreement
immediately should the other party (i) admit in writing its inability to pay its
debts generally as they become due; (ii) make a general assignment for the
benefit of creditors; (iii) institute or consent to bankruptcy proceedings
against it; (iv) be adjudicated as being bankrupt or insolvent; (v) seek or
consent to reorganization under any bankruptcy act; or (vi) have a decree
entered against it by a court of competent jurisdiction appointing a receiver,
liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or
substantially all of such party's property or providing for the liquidation of
such party's property or business affairs.
4.2 Should either party commit a material breach of its
obligations, the other party may terminate this Agreement, by thirty (30) days'
written notice describing the basis for such termination unless prior to
expiration of such period the defaulting party cures such default. Client's
non-payment of any invoice shall constitute a material breach.
4.3 In the event that ▇▇▇▇▇▇▇.▇▇▇ reasonably believes that
Client's conduct or Client's Data, Business Logic or Products violate applicable
law, injure the reputation of ▇▇▇▇▇▇▇.▇▇▇, or pose a threat to ▇▇▇▇▇▇▇.▇▇▇'s
systems, equipment, processes, Outsourced Services Business or Intellectual
Property (the "Threatening Condition"), ▇▇▇▇▇▇▇.▇▇▇ may, at its election,
suspend providing the Outsourced Services to Client with one (1) day prior
written notice and at any time thereafter may terminate this Agreement without
notice if the Threatening Condition or payment delinquency remains uncured more
than ten (10) calendar days after said notice.
4.4 Upon termination by either party, ▇▇▇▇▇▇▇.▇▇▇ shall
discontinue any use of Client's Business Logic and Data which constitute
Intellectual Property of Client within ten (10) business days following the date
of termination. Except as otherwise provided in this Agreement, within ten (10)
business days following the termination of this Agreement, each of the parties
shall return to the other party all materials belonging to the other party that
constitute Confidential Information and/or Intellectual Property.
4.5 The provisions of this Agreement relating to payment of
any fees, charges or other amounts owed, payment of any interest thereon,
intellectual property rights, confidentiality,
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warranties, limitation of liability, compliance with law, and indemnity shall
survive any termination or expiration of this Agreement as well as any other
provisions which expressly provide therefor.
5. Intellectual Property and Confidentiality.
5.1 Intellectual Property Rights.
(a) For purposes of this Agreement, "Intellectual
Property" shall mean (i) copyrights (including, without limitation, the right to
reproduce, distribute copies of, display and perform the copyrighted work and to
prepare derivative works in any format or media), copyright registrations and
applications, patent rights (including, without limitation, registrations and
applications), trade ▇▇▇▇ and service ▇▇▇▇ rights (including, without
limitation, registrations and applications), trade names, mask-work rights,
trade secrets, moral rights, algorithms, trade dress, goodwill and other
proprietary rights, and all renewals, divisions, continuations,
continuations-in-part, reissues, additions and extensions thereof, regardless of
whether any of such rights arise under the laws of the United States or any
other state, country or jurisdiction; (ii) intangible legal rights or interests
evidenced by or embodied in any idea, design, concept, process, technology,
invention, discovery, enhancement, improvement or information and data which is
not generally known, (including formulae, procedures, protocols, techniques and
results of experimentation and testing) that is necessary or useful, regardless
of patentability, but including patents, patent applications, trade secrets, and
know-how; (iii) all appurtenances related to, and derivatives of any of the
foregoing; (iv) Client's Business Logic and Data proprietary to Client and any
Confidential Information of Client and (v) the Outsourced Services and any
Confidential Information of ▇▇▇▇▇▇▇.▇▇▇.
(b) Except as expressly set forth in this Agreement,
neither party will acquire any right, title, or interest in the other's
Intellectual Property.
5.2 Protection of Confidential Information.
(a) Confidential Information. Each party understands
and acknowledges that any data or information, oral or written, treated as
confidential that relates to the other's research, development or business
activities, including any unannounced products and services, other clients,
suppliers, and service providers, business processes and plans, finances,
internal operations, developments, inventions, processes, plans, financial
information, data, revenue, forecasts, projections, methods of compiling,
manipulating, presenting and disseminating Outsourced Services or information,
access control systems, security codes, and details of systems and applications
which is disclosed or otherwise made available to the other party and the
financial and other contractual terms of this Agreement (collectively,
"Confidential Information"), represent valuable confidential information
entitled to protection as trade secrets. The parties shall keep confidential,
shall not disclose, and shall protect from unauthorized disclosure by their
employees and agents, Confidential Information and all copies or physical
embodiments thereof in any media in its possession, and shall limit access to
Confidential Information to those who require such access in connection with
this Agreement. Each party shall secure and protect the Confidential Information
and any and all copies and other physical embodiments thereof in any media in
its possession in a manner consistent with the steps taken to protect its own
trade secrets and Confidential Information, but not less than a reasonable
degree of care. Each party shall take appropriate action with its employees who
are permitted access to the Confidential Information to satisfy its obligations
hereunder.
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(b) Exceptions. The confidentiality obligations set
forth above shall not prohibit disclosure of (i) information previously known to
the receiving party without reference to Confidential Information, (ii)
information which is or becomes publicly known through no wrongful act of the
receiving party, (iii) information received from a third party under no
confidentiality obligation with respect to the Confidential Information, (iv)
information required to be disclosed under administrative or court order or in
arbitration or litigation arising out of a this Agreement, or (vi) information
concerning the terms of this Agreement in connection with debt and capital
fund-raising of ▇▇▇▇▇▇▇.▇▇▇ and other transactions to parties under
confidentiality obligations to ▇▇▇▇▇▇▇.▇▇▇.
6. Representations, Warranties and Certain Agreements.
6.1 Y2K Compliance. The following should be considered a Y2K
Readiness Disclosure under the Year 2000 Information and Readiness Disclosure
Act. ▇▇▇▇▇▇▇.▇▇▇ hereby warrants that (i) the proprietary software applications
and tools developed by ▇▇▇▇▇▇▇.▇▇▇ and used in providing the Outsourced Services
(the "Software") will properly perform all date functions, including, but not
limited to, processing the year 2000, leap years, and calculations and formulas
involving dates in more than one century ("Century Compliant"), and (ii) the
Software will not cause an abnormal abort to occur, or generate incorrect values
or invalid outputs, based on management, manipulation or calculation of data
involving dates, including leap days ("Date Compliant") when used with other
components which are Century Compliant and Date Compliant. In the event any
Software is not Century Compliant or Date Compliant, ▇▇▇▇▇▇▇.▇▇▇ shall, to the
extent necessary, promptly repair such Software or replace such Software with
Software of equivalent functionality and performance which meets the foregoing
standards; this shall be Client's sole remedy for breach of these warranties and
for failure of the Outsourced Services to be Century Compliant and Date
Compliant. Client hereby warrants that its information systems and processes and
databases including but not limited to, Client's Business Logic and Data,
presently used by it and used by it in the future in connection with the
Outsourced Services, other than the Software, is Century Compliant and Date
Compliant and that ▇▇▇▇▇▇▇.▇▇▇ shall have no liability arising out of the
failure of such information systems and processes and databases to be Century
Compliant and Date Compliant.
6.2 Certain Obligations of Client. Client hereby represents,
warrants and covenants that throughout the term of this Agreement, Client shall
(i) have the right to disclose or cause the disclosure of Client's Business
Logic and Data to ▇▇▇▇▇▇▇.▇▇▇ and such disclosure and ▇▇▇▇▇▇▇.▇▇▇'s use thereof
pursuant to this Agreement shall be in compliance with all applicable laws
including but not limited to the federal and state laws pertaining to credit,
debt collection, business practices and consumer protection; (ii) not use the
Outsourced Services on behalf of any third party and only in connection with a
credit transaction involving the Client's customer on whom the information is to
be furnished and involving the extension of credit to, or review or collection
of an account of, the Client's customer; (iii) submit any marketing literature
Client creates pertaining to Outsourced Services to ▇▇▇▇▇▇▇.▇▇▇ for review and
approval prior to publication; (iv) Client shall bear all collection risk
(including, without limitation, credit card fraud and any other type of credit
fraud) with respect to sales of its products; (v) be solely responsible for
maintaining complete backup records of all information relating to its
customers' orders, inquiries and purchases and any other customer information,
once transactions have been processed; (vi) assume all responsibility for: the
use, development, content and maintenance of Client's Business Logic and Data
and all expenses and liabilities relating thereto, the use of the Outsourced
Services pursuant to this Agreement, the results obtained there from; and any
liability for any authorized or unauthorized use of the Outsourced Services and
(vii) only use the Outsourced Services with respect to credit transactions in
the United States of America unless otherwise agreed by the parties in advance.
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6.3 Non-Compete and Business Non-Solicitation.
(a) Client acknowledges and agrees with ▇▇▇▇▇▇▇.▇▇▇
that the Outsourced Services are unique in nature and that the Outsourced
Services form an integral component of ▇▇▇▇▇▇▇.▇▇▇'s Program. Accordingly, and
in furtherance of this Agreement, Client agrees with ▇▇▇▇▇▇▇.▇▇▇ for a period
commencing the date of this Agreement and ending two (2) years after the
termination of this Agreement, Client and its affiliates will not establish,
own, operate, manage or control ("control") any business which is engaged in the
development or delivery of products or service solutions to third parties that
are the same as or substantially similar to the Outsourced Services and that
competes with the business of ▇▇▇▇▇▇▇.▇▇▇ (a "Competing Business").
(b) ▇▇▇▇▇▇▇.▇▇▇ acknowledges and agrees with Client
that the Client's business is unique in nature and in furtherance of this
Agreement, ▇▇▇▇▇▇▇.▇▇▇ agrees with Client that for a period commencing the date
of this Agreement and ending two (2) years after the termination of this
Agreement, ▇▇▇▇▇▇▇.▇▇▇ and its affiliates will not establish, own, operate,
manage or control ("control") any business which is engaged in the development
or delivery of products or service solutions to third parties that are the same
as or substantially similar to the Client's business (a "Competing Business").
(c) In the event that any provisions in this Section
7.3 shall be determined to be unenforceable, it shall be interpreted to extend
only over the maximum period of time, geographic area or range of activities as
to which it may be enforceable.
7. Indemnification.
7.1 Indemnification. Each party shall indemnify, defend and
hold harmless the other party and its officers, employees, agents, affiliates
and subsidiaries against and from all losses, expenses, liabilities, damages and
costs including, without limitation, reasonable attorneys' fees, that may at any
time be incurred by any of them in connection with (i) non-payment of fees and
charges payable hereunder, and (ii) any allegation, investigation, claim, suit
or other proceeding threatened or brought against either of them related to any
representations, warranties and covenants hereunder.
7.2 Notice; Defense of Claims. Each party shall give prompt
written notice to the other party of any claim for indemnification hereunder,
specifying to the extent known the amount and nature of the claim, and any
matter which in the opinion of such party is likely to give rise to an
indemnification claim. The indemnifying party shall have the right to control
the defense through counsel of its choosing. The indemnified party shall have
the right to the extent of its interests to participate on its own behalf and at
its own expense in such matter or its settlement through counsel of its
choosing.
8. DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY. EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ▇▇▇▇▇▇▇.▇▇▇ HEREBY SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
OUTSOURCED SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
IN NO EVENT (I) SHALL ▇▇▇▇▇▇▇.▇▇▇ BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES
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(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH
AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION; OR (II) SHALL ▇▇▇▇▇▇▇.▇▇▇ BE
LIABLE TO CLIENT WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF FEES PAID TO ▇▇▇▇▇▇▇.▇▇▇ HEREUNDER
DURING THE THREE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THE
EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY TO ANY BREACH OF
OBLIGATIONS HEREUNDER REGARDING CONFIDENTIALITY OR INTELLECTUAL PROPERTY, OR
LIABILITY ARISING FOR BODILY INJURY OF A PERSON, OR IN STATES THAT PROHIBIT THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS ON
THE DURATION OF AN IMPLIED WARRANTY.
9. Miscellaneous.
9.1 Publicity. ▇▇▇▇▇▇▇.▇▇▇ shall be entitled to disclose the
existence of the relationship formed hereunder between Client and ▇▇▇▇▇▇▇.▇▇▇.
▇▇▇▇▇▇▇.▇▇▇ agrees to use commercially reasonable efforts to coordinate the
release of its announcements in conjunction with related announcements of
Client. Client hereby grants ▇▇▇▇▇▇▇.▇▇▇ a limited, non-exclusive,
non-transferable royalty-free license to use its trademarks and service marks
solely for the issuance of media releases, public announcements and customer
reference materials.
9.2 No Third Party Benefits. This Agreement is entered into
solely for the respective benefit of the parties and their respective successors
and assigns, and nothing in this Agreement will be construed as giving any
entity other than the parties to this Agreement, persons and entities expressly
indemnified hereunder and their respective successors and permitted assigns, any
right, remedy or claim under this Agreement.
9.3 Relationship of Parties. The parties shall perform all of
their duties under this Agreement as independent contractors. The parties
understand and agree that, except as specifically provided in this Agreement,
neither party grants the other party the power or authority to make or give any
agreement, statement, representation, warranty, or other commitment on behalf of
the other party, or to enter into any contract or otherwise incur any liability
or obligation, express or implied, on behalf of the other party, or to transfer,
release, or waive any right, title, or interest of such other party.
9.4 Notices. Notices to either party shall be in writing to
the address indicated on the first page of this Agreement, Attention: President,
and shall be deemed effective when received when sent by facsimile (receipt
confirmed) commercial courier, or personal delivery, or on the second day
following the date after depositing the notice with a reputable, overnight
delivery service. The parties may, by notice given under this paragraph,
designate different or up to two (2) additional addresses to which notices must
be sent.
9.5 Severability. If any term or condition of this Agreement
is adjudged to be illegal or unenforceable, all other terms shall remain in
force, and the term or condition held illegal or unenforceable shall remain in
effect as far as possible in accordance with the intention of the parties.
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9.6 Entire Agreement; Modifications. This Agreement represents
the complete and exclusive statement of the agreement between the parties, and
supersedes all prior proposals and understandings, oral or written, relating to
the subject matter of this Agreement. This Agreement may be amended only in a
writing executed by the parties.
9.7 Effect of Waiver. A party's failure to exercise any right
under this Agreement will not constitute a waiver of any other terms or
conditions of this Agreement or a right at any time thereafter to require exact
and strict compliance with the terms of this Agreement.
9.8 Force Majeure. Neither party shall be responsible for any
delay or failure in performance resulting from acts beyond their control
including but not be limited to an act of God; an act of war, sabotage or
terrorism; a riot or other civil disturbance; outages of electrical,
telecommunications or computer server services provided by third parties; an
epidemic, fire, flood, extreme weather condition, or other disaster; an act of
government; delays in transit or delivery; or labor shortage, labor unrest,
strike or lockout; provided that, in order to be excused from delay or failure
to perform, such party must act diligently and reasonably to remedy the cause of
such delay or failure.
9.9 Venue. Except with respect to any dispute subject to
arbitration in accordance with the provisions of Section 9.11 below, each party
hereto hereby irrevocably agrees that any legal action or proceeding arising out
of this Agreement shall be brought: i) if initiated by Client, only in the
Superior Court of The Commonwealth of Massachusetts in and for Norfolk County or
the United States District Court for the Eastern Division of the District of
Massachusetts (or, if such court does not have subject matter jurisdiction over
such dispute, in any other state or federal court located in the Commonwealth of
Massachusetts) or ii) if initiated by ▇▇▇▇▇▇▇.▇▇▇, in comparable courts in the
state of Florida, preserving, however, all rights of removal to a federal court
under 28 U.S.C. ss.1441. Each party hereto irrevocably waives any objection to
the venue of the aforesaid courts in connection with any legal action or
proceeding against it arising out of this Agreement. Each party hereto also
agrees that any trial arising out of or in connection with a claim against it in
connection with this Agreement shall be before the court and each party's right
to a trial by jury is hereby waived. Each party hereto irrevocably consents to
the service of process outside the territorial jurisdiction of said courts in
any such action or proceeding by mailing copies thereof by registered United
States mail, postage prepaid, to its address as specified above.
9.10 Dispute Resolution. Except that the parties shall be
entitled to apply to the courts for mandatory or injunctive equitable relief in
respect to a violation of this Agreement which would cause irreparable harm to
the other for which no adequate remedy at law exists and that ▇▇▇▇▇▇▇.▇▇▇ shall
be entitled to apply to the courts to collect due and unpaid invoices, any
dispute between ▇▇▇▇▇▇▇.▇▇▇ and Client arising out of, or relating to this
Agreement or the breach thereof will be decided by arbitration in accordance
with the Federal Arbitration Act (9 U.S.C. ▇▇.▇▇. 10 and 11) and the Commercial
Arbitration Rules of the American Arbitration Association then obtaining subject
to the limitations of this Section 9.11. Notice of the demand for arbitration
will be filed in writing with the other party to the Agreement and with the
American Arbitration Association. In no event shall any such demand be made
after the date when institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the applicable
statute of limitations. The award rendered by the arbitrators will be final,
judgment may be entered upon it in any court having jurisdiction thereof, and
will not be subject to modification or appeal except to the extent permitted by
Sections 10 and 11 of the Federal Arbitration Act.
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9.11 Counterparts. This Agreement may be executed in
counterparts, including counterpart transmitted by facsimile, each of which
shall be deemed an original, and all such counterparts shall constitute one and
the same agreement.
9.12 Section Headings. The section and subsection headings
used herein are for reference and convenience only, and shall not enter into the
interpretation hereof.
9.13 Neutral Construction. The parties to this Agreement agree
that this Agreement was negotiated fairly between them at arm's length and that
the final terms of this Agreement are the product of the parties' negotiations.
Each party warrants and represents that it has sought and received legal counsel
of its own choosing with regard to the contents of this Agreement and the rights
and obligations affected hereby. The parties agree that this Agreement shall be
deemed to have been jointly and equally drafted by them, and that the provisions
of this Agreement therefore should not be construed against a party or parties
on the grounds that the party or parties drafted or was more responsible for
drafting the provision(s).
9.14 Employees. Neither ▇▇▇▇▇▇▇.▇▇▇ nor Client shall hire or
seek to engage the services of, nor offer to pay commissions, compensation or
any other form of incentives to the employees or consultants of the other for
any purpose whatsoever without the express written consent of the other party.
This provision shall expire eighteen (18) months after the termination of this
Agreement.
9.15 Assignment. Neither this Agreement, nor any rights
hereunder, may be assigned by Client, unless assignment by Client is accepted in
writing by ▇▇▇▇▇▇▇.▇▇▇ and any attempt to assign this Agreement or any rights
hereunder without written approval by ▇▇▇▇▇▇▇.▇▇▇ shall automatically terminate
this Agreement. This Agreement, and any right hereunder, may be assigned in
whole or in part by the ▇▇▇▇▇▇▇.▇▇▇ to any subsidiary or affiliate of
▇▇▇▇▇▇▇.▇▇▇ or to any successor or assign of the business of ▇▇▇▇▇▇▇.▇▇▇ at any
time during the term of this Agreement.
__________(Initial) ______(Date) __________(Initial) ______(Date)
▇▇▇▇▇▇▇.▇▇▇, Inc. Client
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SCHEDULE 1
SPECIFICATIONS
__________(Initial) ______(Date) __________(Initial) ______(Date)
▇▇▇▇▇▇▇.▇▇▇, Inc. Client
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SCHEDULE 2.1
PAYMENT
(a) INSTALLATION AND IMPLEMENTATION FEES:
Client will pay fees for installation and implementation of Client's Business
Logic on the Outsourced Services. Installation and implementation fees for
initial installation of Outsourced Services customized according to Client's
Business Logic are estimated at between 7 to 14 days at $1800 per day. A
specification document as defined in Schedule 1 will be completed within 30 days
of the execution of this Agreement and will include final installation and
implementation fees. Payment of fifty (50%) percent of installation and
implementation fees will be due upon Client's approval of the Specifications.
The remaining fifty (50%) percent of installation and implementation fees will
be payable in equal monthly installments over the installation period.
(b) MONTHLY FEES:
Client will pay a monthly fee: Based on the following schedule
** Transaction - Pricing (** Transaction defined as cumulative sales between
single buyer and single seller in any given day.)
Guaranteed Monthly Transaction volumes* Price per Transaction
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Less than 1,000 $25.00
1,000 - 2,999 $20.00
3,000 - 4,999 $18.00
5,000 - 7,999 $16.50
*assumes Client is actually running transactions through the Global Financing
Network
Year 2000 Jan-March 300 Committed Transactions per Month $20 per transaction
--------- April-June 600 Committed Transactions per Month $20 per transaction
July-Sept 900 Committed Transactions per Month $20 per transaction
Oct-Dec 1,000 Committed Transactions per Month $20 per transaction
Year 2001 1,500 Committed Transactions Per Month $20 per transaction
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For transactions in the year 2001, World Commerce can take advantage of pricing
discounts per transaction if volumes exceed 3,000 transactions per month. The
price per transaction for these commitments will be based on the above listed
pricing from 12-30-1999.
Year 2002 3,000 Committed Transactions Per Month $18 per transaction
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For transactions in the year 2002, World Commerce can take advantage of pricing
discounts per transaction if volumes exceed 5,000 transactions per month. The
price per transaction for these commitments will be based on the ▇▇▇▇▇▇▇.▇▇▇
listed pricing as of January 1, 2002.
The fees as described above do not include, and Client will reimburse
▇▇▇▇▇▇▇.▇▇▇ for, fees to third parties for access to information (e.g., credit
bureaus and other information providers), other proprietary content, or
analytics (e.g., scorecards, fraud detection analytics) incurred at the request
or on behalf of Client.
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(c) LATE PAYMENT:
All late payments shall bear interest at an annual rate equal to the lower of
eighteen percent (18%) or the highest amount permitted by law until paid in
full.
__________(Initial) ______(Date) __________(Initial) ______(Date)
▇▇▇▇▇▇▇.▇▇▇, Inc. Client
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SCHEDULE 3.1
TERM
INITIAL TERM
Three (3) years
__________(Initial) ______(Date) __________(Initial) ______(Date)
▇▇▇▇▇▇▇.▇▇▇, Inc. Client
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