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Exhibit 10.3
SERVICE AGREEMENT
This Agreement made and entered into the 1ST day of JANUARY 1996, in duplicate
original form, by and between Sage Systems, Inc., a Washington Corporation,
hereinafter referred to as "SAGE" and TRENDWEST RESORTS, INC., a CALIFORNIA
Corporation, hereinafter referred to as the "Client."
The Client does hereby appoint Sage as it's exclusive servicing agent for the
purpose of performing certain computer, accounting and other services specified
in this agreement with respect to CONTRACT SERVICING referred to herein as the
"ACCOUNT".
Sage agrees to act in the capacity of Servicing Agent for the Client, and shall
perform all services necessary to service the accounts of the Client.
1. Sage agrees to render the following services:
a) Prepare a suitable billing statement for each payment due for the
Client's individual account.
b) Mail billing statements no less than 12 days before accounts due
date.
c) Maintain adequate accounting and collection records on the
Client's receivable portfolio,
d) Prepare all weekly and monthly reports as listed on the attached
fee schedule.
2. Client agrees to supply Sage with adequate documentation to service
each account. Client also agrees that the documentation supplied will
be sent to Sage on a predetermined schedule to be agreed upon.
3. Sage agrees that all materials and information received by the Client
be held in strict confidence.
4. Client shall pay Sage consideration for services rendered based on the
fees set forth in the attached fee schedule. Sage shall invoice the
client at the end of each month for services rendered during that
month. Client agrees to pay in full each invoice within thirty (30)
days from the date on such invoice.
5. Washington State Escrow Fees and Audit Fees are included in the
servicing fees.
6. The term of this agreement shall be for a period of three (3) years
ending January 01, 1997 and shall be renewable by written agreement of
both parties. This agreement may be cancelled by mutual agreement of
both parties.
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7. This Agreement shall survive the sale, reorganization, merger or
division of the parties hereto and shall be performed and binding on
the surviving entity.
8. In the event any legal action is instituted between the parties to
enforce this Agreement, the prevailing party in such action shall be
awarded reasonable attorney's fees.
9. The Client agrees to indemnify Sage and hold them absolutely harmless
from any claims of third parties arising out of the contracts being
serviced and collected pursuant to the Agreement, except for claims
based on negligence of Sage.
10. This Agreement shall be governed by the laws of the State of
Washington.
In witness whereof the undersigned parties have hereunto duly executed
this Agreement this 1ST day of JANUARY, 1996.
WORLDMARK, THE CLUB SAGE SYSTEMS, INC.
(CLIENT)
BY:_________________________ BY:______________________
TITLE: TITLE:
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S A G E
0000 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
(000)000-0000. Fax 000-0000
SAGE SYSTEMS, INC.
FEE SCHEDULE
The following pricing information is for maintaining your accounts on Sage
Systems' computer system and the processing of all information necessary to
maintain a contract receivable and maintenance dues receivable system and any
up-to-dates to your files. Included in these costs are installment and dues
statements prepared and mailed each month along with the necessary reports
required by the customer.
A. CONTRACT RECEIVABLE (Any account with an open [remaining] principal
balance.
ACTIVE ACCOUNTS PRICE PER MONTH
15000 TO 20000 ACCOUNTS $1.90 EACH
20001 TO 30000 ACCOUNTS $1.80 EACH
30001 TO 40000 ACCOUNTS $1.75 EACH
B. DUES RECEIVABLE (Any account with a maintenance dues or association
requirements)
ACTIVE ACCOUNTS PRICE PER QUARTER
15000 TO 20000 ACCOUNTS $1.90 EACH
20001 TO 30000 ACCOUNTS $1.80 EACH
30001 TO 40000 ACCOUNTS $1.75 EACH
C. ADDITIONAL SERVICES
DESCRIPTION UNIT PRICE
CASH-OUT LETTER $ .55 EACH
DELINQUENCY NOTICES & LETTERS $ .55 EACH
WELCOME LETTERS $ .55 EACH
MAILING LABELS $ .55 EACH
NOTE: ALL THE ABOVE PRICES INCLUDE POSTAGE
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