Exhibit 10.24
WEST(R)
TELEMARKETING CORPORATION
SERVICING AGREEMENT
Number _________________
This Agreement entered into this 28th day of April 1999 by and between West
Telemarketing Corporation, a wholly owned subsidiary of West TeleServices
Corporation, 0000 Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000, ("WTC") and Thane
Marketing, 00-000 Xxxxx Xxxxxx, Xx Xxxxxx, XX 00000 ("Client").
1. SERVICES
WTC agrees to provide an 800 number answering service for Client utilizing its
automated data processing and information capturing system (the "Service").
2. TERM
This Agreement will be effective the _____ day of ___________ 199___, and shall
continue for a minimum period of thirty (30) days. Upon completion of the
initial thirty (30) day period, either party may terminate this Agreement upon
thirty (30) days prior written notice to the other. In addition, WTC may
terminate this Agreement and discontinue service at any time if payments are
more than twenty-one (21) days in arrears.
3. FEES
Client shall pay the fees set forth in the Service Confirmation for all
indicated and accepted Services. Calls will be billed based on WTC's system
reports. Prices quoted are valid for thirty (30) days from the date of this
Agreement unless long distance carrier fees for services utilized by WTC change.
Call reports will be provided to Client on a daily basis. WTC Service fees are
due and payable within fourteen (14) days of invoice.
4. MAINTENANCE OF SERVICE
WTC agrees to use its best efforts to provide and maintain its existing systems
in accordance with the operating specifications. WTC assumes, however, no
responsibility to Client for any interruption of Service which is caused by
malfunction or failure of equipment or circumstances beyond the control of WTC.
5. WARRANTY
WTC warrants that it will provide the Service as described in this Agreement.
Except as set forth in paragraph 9 below, WTC shall have no liability
whatsoever to Client resulting from a failure to perform any of its obligations
under this Agreement. In no event shall WTC be liable to Client for any lost
profits or consequential, incidental or punitive damages. WTC makes no other
warranties expressed or implied as to the services to be supplied hereunder and
disclaims any implied warranties of merchantability or fitness for a particular
purpose.
6. RESPONSIBILITIES OF PARTIES
Additional performance responsibilities of the Client and WTC under this
Agreement are set forth in Service Confirmations as shall be issued from time
to time.
7. SOFTWARE SYSTEM CONFIDENTIALITY
Confidential and proprietary information of WTC shall be kept in strictest
confidence by Client and protected by all reasonable and necessary security
measures. The confidential information shall not be released except to
employees utilizing this Service in the ordinary course of their employment or
as required by law. The confidential information protected under this Agreement
shall consist of the computer system software operating the Service and all
information and proprietary data related thereto, and any derivative works
thereof as well as research, development, trade secrets or business affairs of
WTC, its employees, subsidiaries, affiliates or agents.
8. DATA CONFIDENTIALITY
WTC shall hold in strictest confidence all information relating to the
transactions processed and business affairs of Client. Nothing in this
paragraph, however, shall prevent or prohibit WTC from providing access to such
information upon request for purposes of regulation, program approval,
examination, or investigation upon receipt of a subpoena, investigatory demand
or order by applicable state or federal regulatory agencies and authorities or
as may be required by law or judicial or administrative process.
9. INDEMNIFICATION
Client shall indemnify and hold harmless WTC from any and all claims, actions,
suits, proceedings, costs, expenses, damages, and liabilities including
reasonable attorney's fees, which arise out of or result from Client's use of
the Service except those resulting from the negligence of WTC or a breach by WTC
of the terms of this Agreement. WTC shall indemnify and hold Client harmless
from any and all claims, actions, suits, proceedings, costs, expenses, damages
and liabilities, including reasonable attorneys' fees, which arise out of or
result from the negligence of WTC or a breach by WTC of any term of this
Agreement.
10. ACTS AND OMISSIONS OF CARRIER
WTC relies on the service of long distance and local carriers in providing the
Service and assumes no responsibility for any act or neglect of those carriers
which result in an interruption of the Service.
11. MISCELLANEOUS
A. This Agreement, including all Service Confirmations issued under this
Agreement, constitutes the complete Agreement between the parties superseding
any previous agreements or understanding. It may be modified only in writing and
signed by both parties.
B. All notices required hereunder shall be in writing and shall be deemed
duly given on the date mailed, if sent by registered or certified mail, return
receipt requested, as follows:
(2) IF TO CLIENT:
Attn:
Xxxx Xxxxxx
Thane Marketing
00-000 Xxxxx Xxxxxxx
Xx Xxxxxx, XX 00000
(2) IF TO WTC:
Attn:
West Telemarketing Corporation
0000 Xxxxx Xxxxxx
Xxxxx, XX 00000
or to such other addresses as either party may designate from time to time by
written notice to the other party hereto.
C. Either party, at its option, may assign this Agreement, with the
consent of the other party, which content will not unreasonably be withheld, to
any other party.
D. No waiver by either party hereto of any breach of this Agreement by the
other shall be deemed to be a waiver of any preceding or succeeding breach
thereof.
E. This Agreement is not a joint venture or partnership, and each party is
entering the relationship as a principal and not as an agent of the other.
F. If any portion of this Agreement shall be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision thereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
G. This Agreement shall be construed in accordance with the laws of the
State of Nebraska.
H. Client agrees that any legal action involving this Agreement in any way
will be instituted in the State of Nebraska, and the Client consents to
jurisdiction of the courts of the State of Nebraska over client's person for
purpose of such legal action.
IN WITNESS WHEREOF, the parties have signed this Agreement the date above
written.
West Telemarketing Corporation
By: /s/ [Signature Illegible]
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Date: 4/28/99
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Client
By: /s/ Xxxx Xxxxxx
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Title: Sr. VP
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Date: 4/27/99
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