EXHIBIT 10.3
SOW 2 TO
MASTER SERVICES AGREEMENT
SOW FOR BROKERING OF SERVICES
This SOW is made as of October 3, 2005 by and between Edentify, Inc.,
with its principal place of business at 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxxxx 00000 ("Edentify" or "Broker"), and Seisint, Inc., with
its principal place of business at 0000 Xxxx xx Xxxxxxxx Xxxx, Xxxx Xxxxx,
Xxxxxxx 00000 ("Seisint").
Whereas the Parties have entered into a Master Agreement on even date
herewith, into which this SOW is intended to become incorporated;
Now, Therefore, in consideration for the terms and conditions of the
Master Agreement, and for good and valuable consideration, the sufficiency of
which is acknowledged by the Parties, the Parties agree to the following:
1. DEFINITIONS
1.1. "ACCURINT SERVICES" shall be defined as the provision of nationwide public
record information, document retrieval, and related services as detailed at
Seisint's web site xxx.xxxxxxxx.xxx.
1.2. "APPROVED OPPORTUNITY" shall be defined as the granting in writing of
approval by Seisint for Broker to pursue the sale of Seisint Services to a
Prospective Customer, following submission by Broker of an Opportunity
Registration Form. In a Small Organization an Approved Opportunity will be
deemed to extend to the organization as a whole, while in a Large Organization
an Approved Opportunity will be limited and shall only extend to the area of
responsibility of Broker's Contact within the Large Organization (whether
defined by division, subsidiary, product, affiliate, etc. within such
organization).
1.3. "BROKER" shall be defined as an individual, company, or organization that
engages in sales efforts with a Prospective Customer on behalf of Seisint in
accordance with the terms and conditions of this SOW.
1.4. "BROKER'S CONTACT" shall be defined as the individual within an
organization with whom Broker communicates in order to sell an Approved
Opportunity the Seisint Services.
1.5. "BROKER NETWORK" shall be defined as the group of each and every Broker of
the Seisint Services.
1.6. "COMMISSION" shall be defined in Section 5.4.
1.7. "LARGE ORGANIZATIONS" shall be defined as businesses, companies, entities,
or other organizations that have (a) multiple subsidiaries or affiliates, (b)
multiple divisions, and/or (c) multiple procurement offices/officers.
1.8. "OPPORTUNITY REGISTRATION FORM" shall be defined as the form attached
hereto as Exhibit A, submitted by Broker to Seisint in order to obtain
permission from Seisint to pursue a Prospective Customer.
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1.9. "PROCURING CAUSE" shall be defined as efforts undertaken by Broker to have
a Prospective Customer become a Seisint Customer, which shall include, but not
be limited to: (a) directing a Prospective Customer to Seisint for sale of the
Seisint Services, (b) completing an Opportunity Registration Form, (c) assisting
Seisint in the closing of a Seisint sale, and (d) contributing such assistance
to Seisint in procuring the sale as Seisint may reasonably request from time to
time.
1.10. "PROSPECTIVE CUSTOMER" shall be defined as a business, organization or
other entity wherein Broker has a bona fide Broker Contact, has made initial
introductions, and has a good faith belief that a sale of the Seisint Services
is likely to occur.
1.11. "PROCUREMENT PERIOD" shall be defined as the period of time within which
the Prospective Customer must become a Seisint Customer for Broker to be
entitled to a Commission.
1.12. "QUALIFIED QUERIES" shall be defined as the type of search performed by a
Seisint Customer on the Seisint system (i.e., Person Search, Business Search,
Address Search, etc.) that shall entitle a Broker to earn a Commission.
Qualified Queries are delineated on Exhibit B.
1.13. "QUALIFIED RECEIPTS" shall be defined as receipts by Seisint of monies
derived from Qualified Queries.
1.14. "SEISINT CUSTOMER" shall be defined as a duly qualified and subscribed
user of the Seisint Services.
1.15. "SEISINT SERVICES" shall be defined as the provision of nationwide public
record information, document retrieval, and related services as detailed at
Seisint's web site xxx.xxxxxxx.xxx.
1.16. "SMALL ORGANIZATIONS" shall be defined as businesses, companies, entities,
or other organizations that do not have (a) multiple subsidiaries or affiliates,
(b) multiple divisions, or (c) multiple procurement offices/officers.
2. SCOPE OF THE AGREEMENT
Broker shall assist Seisint in selling the Seisint Services to the [GOVERNMENT]
[AND] [BUSINESS] COMMUNITY[IES], and become a member of Seisint's Broker
Network. At all times during the Term of this SOW, Broker shall keep Seisint
reasonably informed of Broker's procurement efforts, and when applicable, prior
to communicating with a Prospective Customer about material terms and conditions
of such Prospective Customer becoming an Seisint Customer, Broker shall seek and
receive direction and guidance from Seisint. At no time during the provision of
brokerage services by Broker shall Broker offer to a Prospective Customer
business terms that materially differ from the direction provided Broker by
Seisint.
3. TERM
Unless earlier terminated as provided in the Master Agreement, the Term of this
SOW will begin on the Effective Date and continue until December 31, 2008. The
Term shall automatically renew for successive one (1) year renewal Terms unless
either Party notifies the other Party in
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writing that it intends not to renew at least ninety (90) days prior to the
expiration of the initial Term or any renewal Term or this SOW is otherwise
terminated as provided in the Agreement.
4. LICENSE
4.1 Seisint shall provide to Broker, during the Term of the SOW, a revocable,
non-exclusive license to be an authorized Broker of Seisint Services in
accordance with the terms and conditions of this SOW. Broker agrees that it will
not sell a competing service that is materially similar in functionality to the
Seisint Services during the Term of this SOW.
4.2 Broker specifically acknowledges that the use of the Seisint Services is
limited by law, including, as applicable, the Drivers Privacy Protection Act (18
U.S.C. Section 2721 et seq.), the Xxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. Section 6801
et seq.), and the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.)
("FCRA"). Broker also acknowledges that the Accurint Services may not be used
for any "permitted purpose" covered by the FCRA. Broker agrees to be bound by
any and all limitations to use of the Seisint Services, and specifically, to
refrain from making any misleading representations or statements regarding the
permitted uses of the Seisint Services.
5. COMPENSATION
5.1 For each Prospective Customer for which Broker believes it will be the
Procuring Cause (and therefore become entitled to a Commission), Broker shall
submit to Seisint immediately following Broker's initial Seisint related direct
communication with the Prospective Customer, a fully completed Opportunity
Registration Form. Seisint shall have the right to review each of Broker's
submitted Opportunity Registration Forms, and shall in Seisint's sole discretion
either permit Broker to pursue the Prospective Customer, or deny Broker the
right to pursue the Prospective Customer's business on behalf of Seisint.
Failure by Broker to provide such notice of contacting a Prospective Customer
and obtain permission from Seisint to become the Procuring Cause of such
Customer may result, at Seisint's discretion, in the loss by Broker of any
Commissions due and payable due to Broker's procurement efforts.
5.2 Broker shall have a thirty (30) day Procurement Period from the date of
notice to Seisint to complete the sale of Seisint Services to the Prospective
Customer. Failure to Procure the Prospective Customer within a Procurement
Period may result, at Seisint's discretion, in the loss by Broker of a right to
Commissions. Seisint may, in its reasonable discretion, extend the Procurement
Period. The following factors will be considered by Seisint in evaluating
whether to extend the Procurement Period:
5.2.1 how close Broker is to closing the sale of Seisint Services to
the Prospective Customer;
5.2.2 the time, effort and monies that Broker has put forth in its
procurement efforts with the Prospective Customer;
5.2.3 the number and length of prior Procurement Period extensions
granted by Seisint to Broker, if any;
5.2.4 as based on the above indicia, the likelihood that this
particular Broker will be able to consummate a deal with the
Prospective Customer.
5.3 During the Procurement Period, Seisint will not engage in the solicitation
of Broker's Approved Opportunity.
5.4 In any month during the Term of this SOW, for all new Seisint Customers
wherein
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Broker was the Procuring Cause of a Seisint Customer, Seisint shall pay to
Broker, unless otherwise agreed between the parties in writing, twenty percent
(20%) of all Qualified Receipts for Seisint Services received by Seisint within
such month with respect to an Approved Opportunity by the last day of the month
following the month that Seisint received such Qualified Receipts.
6. SALES, MARKETING AND CUSTOMER SUPPORT
Broker shall be responsible for all of Broker's individual activities and costs
associated with prospecting sales with Prospective Customers. Seisint Customers
will contract directly with Seisint, will become a customer of Seisint, and upon
contracting will solely be provided customer support by Seisint. Broker agrees
that for a period of six (6) months following termination or expiration of this
SOW that Broker will not contact an Seisint Customer in an attempt to sell such
Seisint Customer a competing product to the Seisint Services, or in any manner
communicate with an Seisint Customer with the intention of interfering with
Seisint's relationship with such Seisint Customer.
7. INTELLECTUAL PROPERTY
Broker acknowledges that Seisint shall retain all right, title and interest
under applicable contractual, trade secret, trademark, copyright, patent and
related laws in the Seisint Services, its software, databases, name and
marketing materials.
8. INDEMNIFICATION
Broker shall indemnify, hold harmless and defend Seisint from claims brought by
an Seisint Customer based upon false or misleading representations made to the
Seisint Customer by Broker regarding the performance, uses, permitted uses, or
functionality of the Seisint Services, or for breaches of this SOW. Seisint
shall indemnify, hold harmless and defend Broker for claims brought by Customer
due to a breach by Seisint of this SOW or any Seisint Service Agreement entered
into with the Customer.
9. PUBLICITY
Broker agrees that Seisint shall have a right to approve any and all marketing
materials that Broker seeks to create, distribute or use in furtherance of the
brokering activities described herein, or that otherwise name Seisint or the
Seisint Services in any manner whatsoever,
10. EQUAL OPPORTUNITY CERTIFICATION
Broker warrants and represents that it is an equal opportunity employer. Broker
does not discriminate on the basis of race, religion, age, sex, marital status,
sexual orientation, veteran status, medical condition, physical handicap or
disability, or any other legally protected classification, except as may be
permitted by law. Broker agrees to comply with all applicable provisions of
Executive Order 11246 of September 24, 1965, the Vocational Rehabilitation Act
of 1973, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, as
well as all applicable non-discrimination provisions of state and local law.
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11. ENTIRE AGREEMENT
This SOW, together with the Master Agreement between the Parties, constitutes
the entire understanding between the Parties with respect to the subject matter
hereof, and supersedes all proposals, oral or written, and all other
communications between the Parties with respect to such subject matter.
IN WITNESS HEREOF the Parties hereto set their hands in agreement to
the terms and conditions of this SOW.
SEISINT, INC. EDENTIFY, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx XxXxxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxxxx XxXxxxxx
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Title: COO Title: CEO
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Date: 10/3/05 Date: 10/3/05
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