EXHIBIT 10.11
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 THREE
THIS PROJECT AGREEMENT THREE ("PROJECT AGREEMENT THREE") is entered
into as of November 22, 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 Three 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 Three, as applicable.
1. Services. The parties shall provide the Equifax Products as defined in
Exhibit E ("PROGRAM ORDER THREE") to 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, Capital 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
the following operational obligations of Equifax under Program Order Three in
compliance with the applicable terms and conditions of the Customer Agreement:
(a) Provide an Equifax credit profile (offered online or offline),
semi-annual credit updates (offered online or offline), access
to Credit Education Specialists, ability to file a dispute
with Equifax (both online or through Credit Education
Specialists) and certain tools available only online; or
(b) Provide an Equifax credit profile (offered online or offline),
quarterly credit updates (offered online or offline), access
to Credit Education Specialists, ability to file a dispute
with Equifax (both online or through Credit Education
Specialists) and certain tools available only online
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 Program Order Three, 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 Program Order Three; (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
1
under Program Order Three. Intersections shall keep Equifax informed of the
progress of the work performed hereunder.
Equifax shall not modify the Customer Agreement or Program Order Three, 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 Program
Order Three; (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 Three; or (d)
issue any approvals or otherwise take discretionary action under Program Order
Three.
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, Program Order Three.
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 Three. 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 Three. 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 Three shall be
coextensive with the term of Program Order Three. If the Master Agreement is
terminated or expires while Program Order Three remains in effect, the Master
Agreement and this Project Agreement Three shall nonetheless be deemed to remain
in full force and effect until the expiration or termination of Program Order
Three.
2
7. Revenue. The gross fees payable by Capital One pursuant to Program
Order Three, 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 Three and neither party shall
look to the other for any additional amounts.
------------------
** 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 INTERSECTION INC.
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________
CREDITCOMM SERVICES, LLC.
By:_______________________________
Name:_____________________________
Title:____________________________
[CAPITAL ONE'S PROGRAM ORDER THREE TO BE ATTACHED]
3
