EXHIBIT 10.23
This contract is made this
day, January 11, 2000 by and between Avert, Inc., a Colorado corporation
(“Avert”) whose principal office is located at 000 Xxxxxxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxxxxxxx 00000 and Duel Diligence, Inc.; a Montana Corporation
(“Due Diligence”) whose principal office is located at 0000 Xxxx
Xxxxxxxx, Xxxxxxxx, Xxxxxxx, 00000.
Avert and Due Diligence
desire to enter into an agreement whereby Due Diligence will supply data
acquisition services to Avert under the following terms and conditions:
Due Diligence agrees:
| 1. |
To provide data acquisition services, including record retrieval and name search
services for the purpose of allowing Avert to obtain and disseminate information
to Avert’s customers. Both parties agree that accurate data and timely
service are of the utmost importance. |
| 2. |
To provide daily data acquisition services, (recognized business days),
including record retrieval and name searches for any county or Federal District
for a minimum of the most recent seven years for standard searches and for a
minimum of ten years for extended searches. Exceptions are those jurisdictions
where only a shorter period can be reasonably researched. A list of exceptions
is attached. |
| 3. |
To provide complete and accurate information to Avert as found in the court
records that Due Diligence searches and reviews and to return said information
in a mutually agreed format. Complete and accurate information includes; name,
date of birth, social security number, race and gender, address and physical
description, courts searched, dates searched. If record(s) is found then Due
Diligence agrees to provide; case numbers, offense and/or file data, and the
offenses charged and all relevant information found regarding charges and
dispositions. It is understood that some courts/jurisdictions may not supply all
of the above information but that Due Diligence agrees to provide all or in
part, this information, as individual courts/jurisdictions provide it. |
| 4. |
To provide case files at no charge, as requested by Avert, to verify information
that is disputed by Avert’s clients or individuals on whom, the information
was provided. If case files are requested by Avert, for any other reason, Due
Diligence may assess Avert a fee of $30.00 plus any court fees associated with
retrieval of said files. |
| 5. |
As both parties agree that accurate data and timely service are of the utmost
importance, Due Diligence agrees to forgo any compensation for searches where
inadequate, incomplete or incorrect information was provided. Due Diligence
further agrees to provide daily updates on any searches that have exceed the
agreed on return time. Failure to provide daily update on late searches will
result in compensation being withheld on said searches. |
| 6. |
To receive requests for data by phone, fax or secured web site and to provide
information in same manner. |
| 7. |
To abide by the attached fee schedule for one year, (January 1, 2000 to December
31, 2000). |
| 8. |
To indemnify and hold harmless Avert from any action on the part of Due
Diligence regarding the acquisition of data and the contents of the reports that
are supplied to Avert as long as Avert has not altered the content of the report
or the information received. |
| 9. |
To abide by all provisions of the Fair Credit Reporting Act (Public Law 91-508
and any other applicable federal or state laws or regulations. |
| 10. |
To maintain Errors and Omission insurance with minimum coverage of one million
dollars per incident and to name Avert, Inc. as additional insured on such
policy. |
Avert agrees:
| 1. |
To provide all required information on a request for data, Avert will make
requests for data available for retrieval via the secured web site 24 hours a
day, 365 days per year. If the web site is not available Avert will notify Due
Diligence immediately. Avert may also phone and fax requests for data to Due
Diligence up to three times per business day. |
| 2. |
To provide a toll-free number for fax or phone return of requests. |
| 3. |
To provide a minimum of 10,000 requests for data each month. If the monthly
quota of requests is not met then Avert agrees to abide by the attached price
list and pay charges based on actual number of requests sent. |
| 4. |
To pay Due Diligence for all requests for data received within any month no
later than the 15th of the following month. Avert reserves the right
to pay Due Diligence on a weekly or monthly basis. Avert will pay Due
Diligence in accordance with the Avert Summary of Charges. Due Diligence agrees
to provide Avert with a monthly summary of additional research or court fees to
be added to the Summary of Charges for payment each month, no later than the
5th day of the following month. |
| 5. |
To use the information that is received from Due Diligence in strict accordance
with all provisions of the Fair Credit Reporting Act (Public Law 91-508) and any
other federal or state laws or regulations. |
| 6. |
To certify that each user of the information that Due Diligence provides to
Avert is certified in accordance with the FCRA and to provide the name of each
end user as required. |
| 7. |
To indemnify and hold harmless Due Diligence from any improper use of the data
that is supplied to Avert. |
| 8. |
To measure and provide reports regarding Due Diligence performance on a monthly
basis. Performance measurement will include the quality of the data and the
percentage of requests returned within the agreed upon retrieval time. |
This contract is effective
until December 31, 2000 unless either part provides 30 days written notice of
termination. In the event of a change of control by either company this contract
may be terminated with 30 days written notice. Any changes or amendments to this
contract or attached schedule of fee will not take effect until 30 day written
notice is provide and both parties have fully executed said changes or
amendments.
In witness thereof, the
parties have caused this contract to be executed as of the data first above
written.
Avert, Inc.
____________________________________________________________________________
Xxxx X. Xxxxxx, President and Chief Executive Officer
Due Diligence,
Inc.
_______________________________________________________________________________
Xxxxxxx XxXxxxxx, President and Owner
