1
EXHIBIT 10.14
EMPLOYERS MUTUAL, INC.
August 5, 1999
[LOGO]
0000 XXX XXXX XXXXXXXXX
XXXXX 000
XXXXXXXXXXXX, XX 00000-5436
TELEFAX 000 000-0000
TELEPHONE 000 000-0000
Xxxxxx X. Xxxxxxx
President & CEO
Xxxxx.xxx
0000 X. Xxxxxxx'x Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter is to confirm our agreement regarding the purchase by and
assignment to our company, Employers Mutual, Inc. ("EMI") of certain
assets of Group Brokerage, Inc. and/or Brokerage Services, Inc.
(collectively, "GBI/BSI").
Upon the payment to you of $[*], you will terminate the lease of PC's
and other equipment as described in the addendum to processing and
services agreement, dated July 25, 1997 releasing GBI/BSI of all
obligations thereunder, and will sell and transfer title to EMI of these
PC's and other equipment as described in the addendum to processing and
services agreement, dated July 25, 1997 free and clear of all liens and
encumbrances, such sale and transfer to be evidenced by a bill of sale,
in form satisfactory to EMI, containing a warranty and fall indemnity
with respect to title and freedom from claims of others.
Upon the payment to you of $[*], you will hereby agree that all
obligations of GBI/BSI under its software license as described in the
addendum to processing and services agreement, dated July 25, 1997 are
thereupon terminated and that EMI may thereafter use and obtain the
benefits of such license for a period of three (3) months (as the same
may be extended from month to month, "the Extension Period"). Any
additional months beyond these three will be billed at $[*] per month.
Upon the payment to you of $[*], you hereby acknowledge the accord and
satisfaction of all other receivables due or to become due from GBI/BSI.
EMI will continue to pay the GBI/BSI monthly support fee of $[*] during
the Extension Period, at which time the support fee will be renegotiated
pursuant to EMI's contract with you.
EMI agrees to continue to pass through the amounts billed by Xcare for
programming the Mutual of Omaha electronic file transmission program to
Mutual of Omaha, and to pay the same to Xcare when received from Mutual
of Omaha.
* Confidential Treatment Requested
2
EMPLOYERS MUTUAL, INC.
Xxxxxx X. Xxxxxxx 2 August 5, 1999
You also confirm that GBI/BSI's members will be converted to EMI's Xcare
software license without payment of the $[*] per member specified in
EMI's contract with you.
By their signatures below, GBI/BSI do hereby consent and agree to the
terms of this letter agreement.
If this letter properly documents our agreement, please sign below and
return this letter and a copy of the above described bill of sale to me
via facsimile to be followed by the original via federal express).
Sincerely,
/s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
Vice President
Consented and Agreed to:
Group Brokerage, Inc. Brokerage Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------ ------------------------
Name: XXXXXXX X. XXXXXXX Name: XXXXX X. XXXXX
----------------------- -----------------------
Title: President Title: President
---------------------- ----------------------
Date: 8-6-99 Date: 8-6-99
----------------------- -----------------------
Agreed to:
Xxxxx.xxx
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: XXXXXX XXXXXXX
-----------------------
Title: President and CEO
----------------------
Date: 8-6-99
-----------------------
* Confidential Treatment Requested
