EXHIBIT 10.9
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **.
A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
CAPITAL ONE PROJECT AGREEMENT
THIS PROJECT AGREEMENT ("PROJECT AGREEMENT") is entered into as of May
31, 2002 among Equifax Consumer Services, Inc., a Georgia corporation
("EQUIFAX"), Intersections Inc., a Delaware corporation and CreditComm Services
LLC, a Delaware limited liability company, pursuant to Addendum Number Two to
the November 27, 2001 Master Agreement for Marketing, Operational and
Cooperative Services among the aforesaid parties. Intersections Inc. and
CreditComm Services LLC are collectively referred to herein as "INTERSECTIONS"
and shall be jointly and severally responsible for all obligations of
Intersections hereunder. Capitalized terms used herein and not otherwise defined
shall have the meaning set forth in the Agreement or Addendum Number Two, as
applicable.
1. Services. The parties shall provide the Equifax Products as defined in
that certain Marketing and Services Agreement dated as of May 31, 2002, by and
between Equifax on the one hand, and, on the other hand, Capita] One Bank,
Capital One, F.S.B. and Capital One Services, Inc., (collectively, "CAPITAL
ONE") (the "CUSTOMER AGREEMENT"), a copy of which is attached hereto as Annex A,
as follows: Intersections shall perform each operational obligation of Equifax
under the Initial Program Order attached to the Customer Agreement as Exhibit C
in compliance with the applicable terms and conditions of the Customer
Agreement. Intersections shall act hereunder as a subcontractor, and not an
agent, partner or co-venturer of Equifax, and shall have no authority to modify
the Customer Agreement or Initial Program Order, waive any right of Equifax
thereunder, or otherwise bind Equifax in any manner. Without limiting the
generality of the foregoing, Intersections shall not, without the prior written
approval of Equifax, (a) amend the Initial Program Order; (b) approve additional
Program Orders pursuant to Section 1.2 of the Customer Agreement; (c) approve
marketing collateral pursuant to Section 1.3 of the Customer Agreement; or (d)
issue any approvals or otherwise take discretionary action under the Initial
Program Order. Intersections shall keep Equifax informed of the progress of the
work performed hereunder.
Equifax shall not modify the Customer Agreement or Initial Program Order, waive
any right applicable to, Intersections thereunder, or otherwise bind (except as
set forth herein) Intersections in any manner, without the prior approval of
Intersections. Without limiting the generality of the foregoing, Equifax shall
not, without the prior written approval of Intersections, (a) amend the Initial
Program Order; (b) approve additional Program Orders pursuant to Section 1.2 of
the Customer Agreement if Intersections is to be the Equifax Vendor; (c) approve
marketing collateral in connection with this Project Agreement; or (d) issue any
approvals or otherwise take discretionary action under the Initial Program
Order.
An e-mail message from a party's authorized representative shall be sufficient
written approval for purposes of routine modifications to, or approvals of
marketing collateral or fulfillment materials under, the Initial Program Order.
2. Marks; Ownership. Capital One will own all Program Marks, as defined in
the Customer Agreement, and Section 12.2 of the Master Agreement will not apply
to this Project Agreement. The Program Marks are licensed to the parties hereto
as provided in the Customer Agreement. There shall be no licenses of Marks among
the parties hereto pursuant to this Project Agreement. Equifax sublicenses or
otherwise grants to Intersections all rights granted to it by Capital One solely
to the extent necessary for Intersections to perform its obligations under this
Agreement. Equifax represents and warrants to Intersections that it has the
right and authority to grant Intersections those sublicenses and other rights.
3. User Information. Intersections agrees to comply in all respects with
the Customer Agreement provisions regarding Customer Data and Customer
Information, as defined in the Customer Agreement. Purchasers of the Equifax
Products pursuant to the Customer Agreement shall be deemed to be Users for all
purposes under the Master Agreement. As between the parties hereto, all User
Information that the parties are permitted to retain shall be owned by
Intersections. Neither party shall be deemed to "own" a customer relationship
with any User.
4. Privacy Policies. The privacy policies of Equifax and Intersections
shall apply as appropriate.
5. Performance Standards. Each party shall perform their respective
obligations hereunder in accordance with the applicable requirements set forth
in the Customer Agreement.
6. Term and Termination. The term of this Project Agreement shall be
coextensive with the term of the Customer Agreement. If the Master Agreement is
terminated or expires while the Customer Agreement remains in effect, the Master
Agreement and this Project Agreement shall nonetheless be deemed to remain in
full force and effect until the expiration or termination of the Customer
Agreement.
7. Revenue. The gross fees payable by Capital One pursuant to the Customer
Agreement, before Commissions, shall be allocated and paid between the parties
hereto as follows: **% to Intersections and ** % to Equifax. The costs of
commissions and fulfillment of this program will be born by Intersections. These
fees shall be the sole amounts to which the parties are entitled with respect to
their performance under this Project Agreement and neither party shall look to
the other for any additional amounts.
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** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized representatives.
EQUIFAX CONSUMER SERVICES INC. INTERSECTIONS INC.
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________
CREDITCOMM SERVICES, LLC.
By:_______________________________
Name:_____________________________
Title:____________________________
[CAPITAL ONE MARKETING AND SERVICES AGREEMENT TO BE ATTACHED]
