EXHIBIT 10.14
Xxxxxxxxx.xxx - Avert
Distribution Partnership
Term Sheet
June 8, 1999
Xxxxxxxxx.xxx and Avert desire to enter into an agreement for the distribution
of Avert Services and Products to Xxxxxxxxx.xxx customers and prospects. The
following terms and conditions are agreed to for the purpose of constructing a
Distribution Partnership agreement.
Overview
o This agreement includes the marketing of AvertAdvantage memberships to
Xxxxxxxxx.xxx current clients and potential clients of XXXxxxxxxx.xxx. and
Global Employment Solutions (GES).
o Avert shall be responsible to develop and maintain products, services and
any mutually agreed to integration between Xxxxxxxxx.xxx and Avert
processing environments.
o Xxxxxxxxx.xxx shall be responsible to market and obtain orders for
AvertAdvantage memberships to its customer and prospect base. Xxxxxxxxx.xxx
delivered customer shall be defined as a customer who has executed a
Xxxxxxxxx.xxx / Avert co-branded user agreement.
o Xxxxxxxxx.xxx may elect as an alternative to providing a "delivered
customer" to Avert to provide a qualified lead for follow up by Avert New
Customer Sales Representatives.
Product Offering and Product Price
o Advantage Online memberships shall include unlimited First Check and
Instant Address Locator products, unlimited access to the HRCare site,
unlimited email access of the Knowledgelink HR help desk, unlimited access
to Advantage online documents and a 15% discount on all additional Avert
products through the Avertnet OrderXpert site.
o Xxxxxxxxx.xxx may elect to resell Advantage Online memberships directly to
its target market or may elect to package Advantage Online as part of its
HRLibrarry or other subscription program. In either case it is agreed that
the customer perception of the value of such offering is at least $20.00
per month.
Avert may increase prices for Advantage Online memberships consistent with its
AvertAdvantage Online memberships pricing. Avert will notify Xxxxxxxxx.xxx of
such price increase 90 days prior to the effective date of the price change.
Revenue Sharing or Commission programs
o Xxxxxxxxx.xxx shall be entitled to 40% of the list price for Advantage
Online memberships (currently $20.00 per month list price) for all
"delivered customers" or leads that result in an Advantage Online customer.
Payment will be in the form of a commission for all "delivered customers"
billed through customary Avert billing methods. Payment will be in the form
of a 40% discount off list price for Advantage Online memberships if
memberships are sold as a part of other Xxxxxxxxx.xxx subscription
programs.
o In the event Xxxxxxxxx.xxx forwards a client contact as a lead to Avert NCS
and client subsequently agrees to an Advantage Online memberships payment
to Xxxxxxxxx.xxx shall commence on the sixth month of customer payments to
Avert.
o Xxxxxxxxx.xxx shall also earn a commission for all additional products
ordered by Xxxxxxxxx.xxx "delivered customers." The commission will be 5%
of product revenues for the first twelve months and 10% of product revenue
thereafter as long as the customer continues the Advantage Online
membership. Product commissions are not payable for clients forwarded to
Avert NCS as leads.
Xxxxxxxxx.xxx Agrees to:
o Forward completed order documents including any documents for FCRA
compliance.
o Email Xxxxxxxxx.xxx clients with any start up and/or customer training
materials.
o Be responsible for the costs associated with the production of all sales
literature and sales training.
o Make payments to Avert for products and services ordered under this
agreement within 30 days of invoice.
o Allow on-site visits at Averts option to Xxxxxxxxx.xxx place of business
o Market Advantage Online memberships to its customers and clients
o Keep Avert informed of problems encountered with Avert products and
services
o Indemnification of Avert from Xxxxxxxxx.xxx non compliance under FCRA
Avert Agrees to:
o Assist with development of marketing materials and sales training materials
o Provide sales support from its offices in Ft. Xxxxxxx
o Provide additional billable sales support for certain accounts when
requested by Xxxxxxxxx.xxx
o Perform all customer set up activities within 48 hours of receipt of a
"delivered customer" user agreement.
o Upsell Xxxxxxxxx.xxx "delivered customers" with the same frequency and
urgency as its own direct customers.
o Process and fulfill orders in the same manner and urgency as its direct
customers
o Provide copies of all compliance documents in electronic format to
Xxxxxxxxx.xxx for distribution to Xxxxxxxxx.xxx acquired clients.
o Allow visits at Xxxxxxxxx.xxx option to Avert headquarters
o Inform Xxxxxxxxx.xxx of problems with Avert products or services, changes
in products and services and required changes in marketing or sales
documents relating to changes in products and services
o Assist Xxxxxxxxx.xxx in integrating Avert OrderXpert into Xxxxxxxxx.xxx
processing environment.
o Indemnification of Xxxxxxxxx.xxx from costs associated with Avert
non-compliance under the FCRA.
Events of Default and remedies of default
o Either party may terminate the agreement for reasons of default. Injured
party will provide written notification of default. The party in default
shall have 30 days to remedy the default condition prior to termination of
the agreement.
o Parties will treat each other's confidential information as equivalent its
own confidential material for five years from the receipt of such
information. Confidential materials do not include information in the
public domain or disclosed by third parties not a party to this agreement.
In the event of termination all confidential materials shall be returned to
the owner party.
o Nether party shall hire an employee of the other party during the term of
this agreement or for one year following the termination of this agreement.
o Official notification for each party shall be Xxxx Xxxxxxxxx for
Xxxxxxxxx.xxx and Xxxxxxx Xxxx for Avert Inc.
Term and Termination
o The term of the agreement shall be for one year with an automatic one-year
renewal unless either party provides 30 days prior written notice of
cancellation. Cancellation may for any reason.
o The agreement shall terminate, if not terminated as per the provisions of
the agreement, after seven years from the effective date of the agreement.
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Xxxx Xxxxxxxxx Xxxxxxx Xxxx
President, Xxxxxxxxx.xxx VP Business Development, Avert. Inc.
