EXHIBIT 10.10
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 TWO
THIS PROJECT AGREEMENT TWO ("PROJECT AGREEMENT TWO") is entered into as
of December 23, 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
Exhibit D ("PROGRAM ORDER TWO") 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 each
operational obligation of Equifax under Program Order Two 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 Program
Order Two, 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 Two; (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 Program Order Two. Intersections shall keep Equifax
informed of the progress of the work performed hereunder.
Equifax shall not modify the Customer Agreement or Program Order Two, 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 Two; (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 Two; or (d) issue
any approvals or otherwise take discretionary action under Program Order Two.
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 Two.
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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 Two. 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 Two. 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 Two shall be
coextensive with the term of Program Order Two. If the Master Agreement is
terminated or expires while Program Order Two remains in effect, the Master
Agreement and this Project Agreement Two shall nonetheless be deemed to remain
in full force and effect until the expiration or termination of Program Order
Two.
7. Revenue. Equifax shall pay Intersections Inc. the fees as follows:
- Orders that pass standard Intersections verification process:
- $**____ for each Fulfillment Kit mailed (those that
pass the standard Intersections verification process
and receive a mailed Fulfillment Kit)
- Orders that do not pass standard Intersections verification
process:
- $**____ for each mailed Verification Letter
- $**____ for each credit bureau report pull
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** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.
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- $** _____ for each Verification call received
- $** _____ for each mailed Fulfillment Kit
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** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.
The cost of 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 Two and
neither party shall look to the other for any additional amounts.
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'S PROGRAM ORDER TWO TO BE ATTACHED]
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