EXHIBIT 10.15
AGREEMENT
This Agreement (the "AGREEMENT") is entered into as of October 4, 2000 by and
between xxxxxxxxxxxxxxxxx.xxx, Inc., a Delaware corporation ("REE"), and the
National Association of Hispanic Real Estate Professionals ("NAHREP").
RECITALS
A. REE has developed an Internet website, currently located on the
Internet at xxx.xxxxxxxxxxxxxxxxx.xxx, which enables customers to search for
property listings and real estate agents, and to apply for mortgage loans from
companies offering their products and services through REE (the "REE SITE"). In
addition, REE offers the same or similar products on corporate Internet sites
and co-branded sites, including but not limited to Web portals, which it will
develop from time to time with the cooperation and agreement of various business
enterprises.
B. NAHREP is a non-profit trade association representing the interests of
Hispanic real estate professionals.
C. NAHREP desires to provide its members with access to Xxxxxxx Mac's
Loan Prospector (the "LOAN PROSPECTOR CONTENT") service via the REE Site as part
of an effort to bring the benefits of technology to mortgage origination for
low- and moderate-income Hispanic and Latino borrowers ("Hispanic Community
Technology Initiative").
D. To implement the Hispanic Community Technology Initiative, REE and
NAHREP have entered into a Memorandum of Understanding (the "MOU") with the
National Council of La Raza ("NCLR") and Xxxxxxx Mac.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT
1. REE OBLIGATIONS.
1.1. REE will host, control and maintain the REE Site and shall host the
Xxxxxxx Mac technology tools necessary to sponsor the Loan Prospector
Content on the REE Site. All content on the REE Site other than the
Loan Prospector Content shall constitute the "REE CONTENT."
1.2. Within 15 days after signing the MOU and receiving $100,000 from
NAHREP, this Agreement and receiving payment from NAHREP as provided
in Section 2(a), REE will donate 200 computers (the "COMPUTERS")
without charge to NAHREP, which shall distribute all the Computers to
NCLR and NCLR affiliates as agreed to by REE, NAHREP, NCLR and Xxxxxxx
Mac.
1.3. REE will develop a web-based technology tool (the "WEB TOOL") that
will be distributed to NCLR and NCLR affiliates.
1.4. REE will develop and pilot the Web Tool to the commercially reasonable
satisfaction of REE, NAHREP, Xxxxxxx Mac and NCLR prior to full
implementation of the Web Tool.
2. NAHREP OBLIGATIONS. In return for its sponsorship of the Web Tool on the
REE Site, NAHREP will pay REE (a) $100,000 within five days of signing the
MOU or (2) within five days of the payment of any sum of money received
from Xxxxxxx Mac to NAHREP for the purpose of funding all requirements of
the terms of the MOU, whichever is later, and (b) $150,000 either (i) on or
before January 31, 2001, or (ii) within five days of the payment of any sum
of money received from Feddie Mac to NAHREP for the purpose of funding all
requirements of the terms of the MOU, whichever is later.
3. TERM; TERMINATION.
3.1. TERM. The term of this Agreement will coincide with the term of the
MOU.
3.2. SURVIVAL. Notwithstanding the foregoing, the provisions of Section 4
shall survive any termination, cancellation or expiration of this
Agreement.
4. TRADEMARK AND CONTENT OWNERSHIP. REE will retain all right, title and
interest in and to its trademarks, service marks and trade names worldwide,
including any goodwill associated therewith, subject to the limited license
granted to NAHREP hereunder. Any use of any such trademarks by NAHREP shall
inure to the benefit of REE and NAHREP shall take no action that is
inconsistent with REE's ownership thereof. REE will retain all right,
title, and interest in and to the REE Site and the REE Content worldwide
(including, but not limited to, ownership of all copyrights, look and feel
and other intellectual property rights therein).
5. LIABILITY.
5.1. NAHREP understands that REE is not liable for and makes no warranty
that the REE Site will be free from interruption, secure, or error
free, or accurate or reliable with respect to the content provided on
the REE Site. REE is not responsible for any user's inability to
access the REE Site for any reason. In no event shall REE's liability
under this Agreement exceed $100.
5.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REE AND ITS
AFFILIATES AND SUPPLIERS AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES
ARE NOT RESPONSIBLE OR LIABLE TO NAHREP OR THIRD PARTIES FOR ANY
DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INDIRECT, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS
INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE
OF OR INABILITY TO USE THE SERVICES OR THIS AGREEMENT, OR FOR ANY
CLAIM BY ANY OTHER PARTY, EVEN IF REE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS ON LIABILITY CONTAINED IN
THIS AGREEMENT SURVIVE THE TERMINATION OF THIS AGREEMENT. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE MAXIMUM LIABILITY OF REE
TO THE CUSTOMER FOR WHATEVER REASON IS LIMITED TO US $100 AND NO MORE.
THE REMEDY THAT IS PROVIDED IN THIS SECTION IS EXCLUSIVE.
6. NAHREP'S BUSINESS. NAHREP represents and warrants that its services,
products, materials, data, and equipment do not, as of the date of this
Agreement, and shall not during the term of this agreement, in any way
violate any applicable law or regulation.
7. DEFAULT. Upon a Default (as hereafter defined) by either party to this
Agreement, without prejudice to its rights and remedies at law and in
equity, the non-defaulting party shall have no further obligations or
liability under this Agreement. A Default is (i) a breach of this Agreement
by a party that is not remedied within ten business days after receiving
written notice from the other party setting forth the specific default or
(ii) the filing of a voluntary petition in bankruptcy, the consent to the
filing of a
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bankruptcy petition, the filing of a petition by or against a party under
the Federal Bankruptcy Code, any assignment for the benefit of creditors,
application for, or consent to, the appointment of any receiver, trustee or
custodian or similar officer or the entry into an agreement of composition
with its creditors.
8. EXCLUSION OF WARRANTIES BY REE. REE SHALL NOT BE LIABLE FOR ANY DAMAGES
SUFFERED OR INCURRED BY NAHREP OR ANY THIRD PARTY ARISING OUT OF ANY
FAULTS, INTERRUPTIONS OR DELAYS ON THE REE SITE AND ANY INACCURACIES,
ERRORS, OR OMISSIONS IN THE REE CONTENT ON THE REE SITE. EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS,
GUARANTIES, OR REPRESENTATIONS (AS USED IN THIS SUBSECTION "WARRANTIES") AS
TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL , OR IN WRITING. EACH
PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY MADE BY
THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
9. NOTICES. Except as otherwise provided herein, whenever any notice, request,
consent, approval or other communication shall be given by one party hereto
to the other, such communication shall be in writing and shall be delivered
by registered or certified mail, return receipt requested, addressed as
follows:
If to REE:
000 Xxxx Xxx Xxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx X. Xxxxxxxx, Chairman and CEO
If to NAHREP:
NAHREP
0000 Xxxxx Xxxxxx Xx., Xxxxx 000-X
Xxx Xxxxx, XX 00000
FAX: (000) 000-0000
Attn: Xxxxxx X. Xxxxx
All notices hereunder shall be effective: (a) five days after deposit in
the mail; or (b) upon delivery, if delivered in person, by commercial
express service or by facsimile transmission.
10. ASSIGNMENT. Neither party may assign or delegate this Agreement or any of
its licenses, rights or duties under this Agreement without the prior
written consent of the other, except that either party may assign this
Agreement to a person or entity into which it has merged or which has
otherwise succeeded to all or substantially all of its business, stock, or
assets, and which has assumed in writing or by operation of law its
obligations under this Agreement. Each party agrees that in any merger in
which it is not the surviving company, the surviving company will assume,
in writing or by operation of law, such party's obligations under this
Agreement. Subject to the foregoing, the provisions of this Agreement shall
apply to and bind the successors and permitted assigns of the parties.
11. AMENDMENTS; WAIVERS. This Agreement may not be amended, modified or
superseded, unless expressly agreed to in writing by both parties. No
provision of this Agreement may be waived except by an instrument in
writing executed by the party against whom the waiver is to be effective.
The failure of either party at any time or times to require full
performance of any provision hereof will in no manner affect the right of
such party at a later time to enforce the same.
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12. GOVERNING LAW. This Agreement shall be governed in all respects by the laws
of the State of Arizona without regard to its choice of law analysis.
13. JURISDICTION AND VENUE. Any dispute or controversy between the parties to
this Agreement relating to or arising out of this Agreement, including, but
not limited to, matters reserved for mutual agreement, shall be exclusively
vested in the Courts of the State of Arizona located in Phoenix, Arizona.
14. SEVERABILITY. In the event that any provision contained in this Agreement
or the application thereto to any circumstance is for any reason held to be
invalid or unenforceable, such provision shall be ineffective to the
minimum extent of such invalidity or unenforceability and the remainder of
this Agreement will remain valid and enforceable according to its terms
with respect to all other circumstances.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which shall
constitute one and the same document.
16. ATTORNEYS' FEES. In the event of any dispute arising under this Agreement,
the prevailing party shall be entitled to reimbursement by the other party
for reasonable attorneys' fees and costs incurred by the prevailing party.
17. REQUISITE AUTHORITY. Each of the individuals executing this Agreement on
behalf of REE or NAHREP, as the case may be, represents and warrants in his
or her individual capacity that he or she has the requisite authority to
bind such party to this Agreement and the MOU.
* * * * *
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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first above written.
XXXXXXXXXXXXXXXXX.XXX
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Chairman and CEO
NAHREP
By: /s/ Xxxxxx X. Xxxxx
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Name: XXXXXX X. XXXXX
Title: Chairman
