EXHIBIT 10.5
Xxxxxxx.xxx, Inc.
000 Xxxxx 00xx Xxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
September 7, 1999
Mr. Xxxx Curling
Chief Operating Officer
ChoicePoint Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: Letter of Intent
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Dear Mr. Curling:
This letter, when executed by you, will evidence our mutual intent with
respect to the proposed cooperative marketing agreement between Xxxxxxx.xxx,
Inc. ("Xxxxxxx.xxx") and ChoicePoint Services Inc., a subsidiary of ChoicePoint
Inc. ("CPS").
The matters set forth in Section I of this letter constitute an expression
of our mutual intent only and are contingent on the negotiation, execution and
delivery of a definitive agreement between CPS and Xxxxxxx.xxx, setting forth in
detail the terms and conditions of the proposed cooperative marketing
arrangement. As indicated in Paragraph 3 of Section II, Section I of this letter
does not create any obligations of CPS or Xxxxxxx.xxx with respect to such
matters. The matters set forth in Section II of this letter, however, constitute
binding agreements between CPS and Xxxxxxx.xxx.
SECTION I
PROPOSED AGREEMENT
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1. Public Records Information. CPS and Xxxxxxx.xxx anticipate that each
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of them would cooperate with the other and dedicate the resources necessary to
develop a set of products and services using public records information
available on the XXX0xxx.xxx web site, which would be delivered through the
xxxxxxx.xxx web site to Xxxxxxx.xxx's existing customers and targeted prospects.
The specific public records information available on the XXX0xxx.xxx website to
be subject to this arrangement would be specified in the definitive agreement.
The parties would work to develop, as soon as possible after execution of a
definitive agreement, a seamless interface that would allow customers to search
and pay for the Public Records Information through the Xxxxxxx.xxx web site,
rather than just a "hot link" between the two web sites.
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2. On-Demand Document Service. CPS and Xxxxxxx.xxx anticipate that each
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of them would cooperate with the other and dedicate the resources necessary to
develop a method for offering Xxxxxxx.xxx's customers access to CPS's "On-
Demand" document filing and retrieval service by completing a service request
form on the Xxxxxxx.xxx web site. CPS would pay Xxxxxxx.xxx a referral fee for
requests initiated through the Xxxxxxx.xxx web site, in an amount to be set
forth in the definitive agreement.
3. Additional Products. CPS and Xxxxxxx.xxx anticipate that each of them
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would cooperate with the other and dedicate the resources necessary to develop
products during the term of the definitive agreement that would allow CPS
customers to obtain Xxxxxxx.xxx content through the XXX0xxx.xxx web site. The
specific content to be provided, payment, if any, on current customers if either
party and the method of payment by customers would be determined by the parties.
The parties would work to develop, as soon as possible after execution of a
definitive agreement, a seamless interface that would allow customers to search
and pay for Xxxxxxx.xxx Products through the XXX0.xxx web site, rather than just
a "hot link" between two web sits.
4. Integrated Access. CPS and Xxxxxxx.xxx anticipate that each of them
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would, as applicable, cooperate with the other and dedicate the resources
necessary to develop joint proposals to government agencies, corporations and
large law firms that may desire access to both Xxxxxxx.xxx's legal information
and CPS' Public Records Information, and to develop an integrated environment
for access to such information. It is anticipated that Xxxxxxx.xxx's sales force
headquartered in Van Buren, Arkansas and CPS' sales force headquartered in
Washington, D.C. would work together on applicable joint marketing proposals.
5. Co-Branding. CPS and Xxxxxxx.xxx anticipate that the definitive
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agreement would specify certain methods for identifying (a) CPS to Xxxxxxx.xxx's
customers as the source of the Public Records Information obtained from the
XXX0.xxx web site and (b) Xxxxxxx.xxx to CPS' customers as the source of the
information obtained from the Xxxxxxx.xxx web site.
6. Exclusivity. CPS and Xxxxxxx.xxx anticipate that the definitive
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agreement would provide that neither party would negotiate with another case law
provider or Public Records Information provider for similar products, services
or cooperative arrangements for a specified period of time.
7. Definitive Agreement. The details of each of the foregoing plus other
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reasonable and customary provisions for arrangements of this nature would be
set forth in the definitive agreement, and none of the paragraphs in this
Section I represents a binding agreement or obligation of either party.
8. Standards. CPS and Xxxxxxx.xxx would adhere strictly with all privacy
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and legal standards regarding access to and resale of Public Records Information
and anticipate that each would work with the other to develop appropriate
release forms and other procedures necessary to enable the parties to adhere to
such standards.
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SECTION II
BINDING AGREEMENTS
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1. Confidentiality. This Letter of Intent is included in the terms of
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confidentiality specified under the Mutual Non-Disclosure Agreement last
executed on March 4, 1999.
2. Expenses. Except as otherwise agreed, each party will bear its own
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expenses incurred in connection with this letter of intent and the proposed
agreement.
3. Nonbinding Nature of Section I. It is understood by the parties hereto
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that Section I of this letter merely constitutes a statement of the mutual
intentions of the parties with respect to a proposed cooperative marketing
arrangement between CPS and Xxxxxxx.xxx and does not contain all matters upon
which agreement must be reached in order for the proposed arrangement to be
established or any of the agreements contemplated by Section I to become
effective. A binding commitment with respect to any of the matters contemplated
by Section I will result only from execution and delivery of the definitive
agreement. The provisions of Section II of this letter, however, are agreed to
be fully binding on the parties hereto upon the execution of this letter, unless
and until such provisions are superseded by a definitive agreement. Except as
expressly provided in Section II of this letter, neither CPS nor Xxxxxxx.xxx
shall have any liability or obligation with respect to the proposed agreement,
hereunder or otherwise, unless and until the definitive agreement is executed
and delivered by the parties thereto.
4. Termination. Without prejudice to the nonbinding nature of Section I
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hereof, this letter may be terminated and negotiations relating to the proposed
agreement may be abandoned (a) at any time, by mutual consent of the parties
hereto, or (b) by either party hereto at any time after November 15, 1999, if
the definitive agreement has not been executed and delivered by the parties
thereto by such date. The respective obligations of the parties under Paragraphs
1 and 2 of this Section II shall survive the termination hereof.
5. Assignment. Neither this letter nor any of the rights, interests or
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obligations hereunder shall be assigned by either of the parties hereto.
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6. Remedies. In the event of any breach or threatened breach of paragraph
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1 of this Section II by either party hereto, the other party shall be entitled
to equitable relief by way of injunction in addition to any other rights and
remedies available to it.
If the foregoing correctly sets forth the understanding between us with
respect to the proposed cooperative marketing arrangement outlined herein,
please sign two copies of this letter in the spaces provided below and return
one executed copy to me.
Xxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chairman of the Board
and Chief Executive Officer
Accepted and agreed to
by ChoicePoint Inc. this 7th day of
September, 1999:
ChoicePoint Inc.
By: /s/ Xxxx X. Curling
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Xxxx Curling, Chief Operating Officer
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