EXHIBIT 10.7
IntelliPAY Inc. (TM)
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: Letter of Intention between Utah WebWorks, Inc. and IntelliPAY Inc.
Gentlemen:
This letter is to confirm our various discussions regarding the terms
and conditions of a proposed Agreement (Agreement) between Utah WebWorks, Inc.,
a Utah Corporation with offices at 000 Xxxxx 000 Xxxx, #000, Xxxx Xxxx Xxxx,
Xxxx 00000 (hereinafter referred to as UWI) and IntelliPAY, Inc., a California
Corporation with offices at 00000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000.
(hereinafter referred to as IntelliPAY). The Agreement, among other things, will
provide for the various matters as set forth below:
1. IntelliPAY products provided to UWI - UWI will purchase, for a fee,
products and services from IntelliPAY to bundle as added value into
it's WebShopper product. In consideration of this Agreement IntelliPAY
will discount such products and services. These products include
merchant accounts, IntelliPAY software and E-Check. IntelliPAY, after
receiving a purchase agreement from UWI will setup and install such
services on behalf of UWI. IntelliPAY will then xxxx UWI for the
completion of each such purchase agreement. UWI shall pay such invoice
no later than 30 days from the date the invoice was issued to UWI.
2. UWI products provided to IntelliPAY - In consideration to sales and
marketing efforts of IntelliPAY, UWI will engineer at its cost a scaled
down version of its WebWizard product. This product shall be named
WebWizard - Retail. UWI will supply this product to IntelliPAY for
distribution in sales networks. In consideration of this Agreement UWI
will charge IntelliPAY a fixed monthly fee for an unlimited number of
WebWizard - Retail accounts. It is understood by the parties that there
are up-sell opportunities to recipients of UWIs, Web Wizard - Retail
product. It is the intent of the parties that monies received from up
sales will be distributed to both IntelliPAY and UWI.
3. IntelliPAY leasing for UWI - UWI wishes to offer payment terms for the
sales of UWI products. In consideration of this agreement, IntelliPAY
having a relationship with a leasing company intends to allow UWI to
send lease applications for potential purchasers of UWI products to
IntelliPAY. IntelliPAY intends to perform to the best of their
abilities to shop such applications to purchasers of such lease
arrangements on behalf of UWI. If an application is purchased,
IntelliPAY intends to pay such funds to UWI minus a processing fee
which is yet to be determined by the parties.
4. Integration into WebShopper - UWI agrees to integrate the IntelliPAY
gateway into its WebShopper product at UWIs cost of integration and
maintenance of such integration. IntelliPAY agrees to supply to UWI
such documentation and other support as necessary to ensure proper and
accurate integration of IntelliPAY with WebShopper.
5. Joint Venture - In order to take advantage of market opportunities
IntelliPAY and UWI wish to enter into a joint venture for the creation
and implementation of an online shopping mall (mall). When a UWI End
User saves a web site using its WebWizard product, the site is saved
and can be accessed through either a domain name or by going to
xxxxx.xxxxxxxxxxxxxx.xxx. With this joint venture each web site will
also create an electronic store front in this mall. It is anticipated
that other services will be added to this mall such as a vacation
giveaway product, a yellow page director, a white page directory, press
release services, stored value cards and other items as may from time
to time may be added by agreement of UWI and IntelliPAY. It is
understood by UWI and IntelliPAY that negotiations of payments, sales
prices, promotions and other financial arrangements relating to this
joint venture have not been discussed at this time of this letter of
intent and will be discussed at a future date between the parties.
6. Sales Materials and PR - UWI agrees to create and supply IntelliPAY at
no charge, with sales and product fulfillment materials as relates to
the marketing, sales and fulfillment of UWI products or other products
related to the joint venture mentioned above. IntelliPay agrees to
create and supply UWI at no charge, with sales and product fulfillment
materials as relates to the marketing, sales and fulfillment of
IntelliPAY products.
7. Good Faith - It is understood that the parties hereto agree to the
contents hereof and agree to proceed in good faith to work out and
consummate the transaction. This letter of intent is intended only to
express the desires of the parties hereto and does not constitute a
binding agreement. This letter may not be assigned by either of the
parties hereto. Neither party shall be responsible for any of the
other's expenses in connection with the negotiations, document
preparation or transactions contemplated hereby.
If the foregoing meets with the approval of IntelliPAY, kindly
so signify, by signing and returning the enclosed duplicate copy of this letter.
This Letter of Intent may be executed in any number of counter parts, each of
which when executed and delivered shall be deemed to be an original, and all of
which together shall constitute one and the same instruments.
Utah WebWorks, Inc.
By: /s/
___________________________
Xxxxx Xxxxxx, President/CEO
AGREED TO AND ACCEPTED BY:
IntelliPAY, Inc.
By: /s/
____________________________
Xxx Xxxx, President/CEO
[HANDWRITTEN - Xxx Xxxx 1/13/99:]
UWI agrees not to "go around" or circumvent IntelliPAY to establish new business
relationships with any other vendors, partners, or like entities IntelliPAY
introduces, and UWI agrees to prevent such introduced companies from "going
direct" to UWI unless specifically agreed to by IntelliPAY.
