EXHIBIT 10.16
PAYMAP INC.
CLIENT AGREEMENT
THIS AGREEMENT is made and entered into, effective as of ___________, by
and between PAYMAP INC. ("PAYMAP"), a Delaware corporation, having its principal
office located at Three Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx
00000, and ("CLIENT"), having its principal office at
WHEREAS Paymap is in the business of marketing and servicing debt
rescheduling and acceleration programs and other financial services, and in that
regard, developing new business prospects;
WHEREAS Client wishes to engage the services of Paymap to perform data
processing and marketing services under the name and style of the EQUITY
ACCELERATOR (R) PROGRAM ("THE PROGRAM");
NOW, THEREFORE, for and in consideration of the within promises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS
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(a) Client Proprietary Information. Client Proprietary Information shall
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mean all technical, business, economic or financial information or data
owned, developed or provided by Client including but not limited to
names, addresses, account balances and account types.
(b) Customer. Customers are those individuals currently repaying a mortgage
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debt instrument to the Client, as servicer, on a monthly schedule.
(c) Deferred Membership Payment Plan (DMPP). Deferred Membership Payment
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Plan shall mean any plan that requires a portion of the enrollment fee
upon enrolling with the balance paid later.
(d) Paymap Proprietary Information. Paymap Proprietary Information shall
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mean Paymap's products, processes and services, including research,
development, compilations of information systems, techniques, formulas,
computer programs and methods of designing such programs, documentation
of computer programs and methods, manuals, financial data, data
processing, marketing plans, selling procedures, sales strategies,
policies, scripts, literature, audio/visual materials,
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software and documentation and specifications thereof, relating to The
Program and its implementation and not already known independently by
Client through nonconfidential sources who have the right to make such
disclosure.
(e) The Program. Client's choice for the Target Market solicitation for
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Rescheduling will be "Equity Accelerator (R)". All materials relating
to The Program will reflect this name and style, and will clearly
identify the service as after market (i.e., not a part of mortgage
contract with subscriber). A general description of The Program is
attached as Exhibit A.
(f) Prospect. Any Customer for whom Client has provided to Paymap the
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information necessary for solicitation to sign up for The Program.
(g) Rescheduling. Effecting a payment mode change for the Subscriber from a
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monthly schedule (12 times per year) to an accelerated schedule of
weekly, bi-weekly, or semi-monthly payments without causing any changes
to the original debt instrument.
(h) Solicitation. Solicitation will mean any effort, means or method
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approved by the Client and implemented by Paymap to communicate the
benefits of Rescheduling to Prospects.
(i) Telephone Solicitation. Telephone solicitations of those Prospects who
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have previously requested additional information. Client may approve of
outbound calls to non-respondents on a campaign-by-campaign basis.
(j) Subscriber. Any Prospect who has signed up for The Program and has had
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all enrollment processing completed, i.e., the enrollment form has been
signed, the acknowledgment letter has been mailed, and data confirmed.
(k) Target Market. As determined jointly by Client and Paymap, the Target
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Market will include any Customer with sufficient remaining terms,
principal balance and interest rate which would make Rescheduling
logical and beneficial for the individual(s). Target markets include:
* Client's existing Customers.
* All other Customer accounts of Client.
(l) Custodial Holding Account. This account shall be opened by Client in
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its name at Client's location or its correspondent bank, so long as the
funds are FDIC insured. The account will be used exclusively for
Client's Subscriber funds. Client will pay interest at a rate
established by Client for pass through to Subscriber. All interest
accounting and IRS Form 1099 processing will be handled by Paymap.
Client shall execute all documents necessary for Paymap to reconcile
the account and submit appropriate instructions for such account. The
depository institution shall be instructed to furnish Paymap account
data for each custodial account (at no cost to Paymap) via daily
electronic bank statements in BAI format or other format reasonably
acceptable to Paymap so that Paymap can download such data.
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(m) ACH. The term "ACH" shall mean the Automated Clearing House of the
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Federal Reserve. All debits to Subscribers shall be originated through
the ACH.
(n) Campaign. The term Campaign shall mean a mail solicitation assigned a
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specific campaign number. A campaign number is assigned by Paymap to a
specific mail drop at a specific point in time to Prospects with
similar characteristics.
(o) Subscriber Negative Balance. The term "Subscriber Negative Balance"
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shall mean with respect to a Subscriber, any instance in which Paymap
has caused credits to be applied to such Subscriber's loan and it is
later determined that insufficient funds existed in Subscriber's
designated account for debits and credits to Client or debits from such
designated account have been reversed, returned or otherwise
dishonored.
2. RIGHTS AND DUTIES OF PAYMAP
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(a) Paymap shall have the right to appoint any and all third parties
necessary to perform the duties recited hereunder so long as Paymap
abides by and is not in breach of this Agreement; provided that (i)
Paymap shall remain liable to Client for the performance of such third
party, (ii) Paymap warrants that the performance of such third party
shall be in compliance with all laws and regulations applicable to the
activities contemplated under this Agreement and shall be in conformity
with Paymap's obligations under this Agreement, and (iii) at Client's
election, Client may continue to deal directly and exclusively with
Paymap, notwithstanding such appointment.
(b) In connection with the performance of its duties hereunder, Paymap
shall abide by all written procedures and Program specifications now or
hereafter furnished to Client. All changes to The Program
specifications are subject to Client approval. Paymap hereby represents
and warrants that The Program will perform in accordance with such
specifications. Paymap will promptly prepare and furnish to Client a
complete set of Program specifications and procedures, including
document and marketing materials for The Program, which documents and
marketing materials shall be revised and approved by Client, as
necessary, to conform to Client's reasonable requirements. Paymap's
employees, representatives and/or agents shall not make any
representations or warranties about The Program to any Customer,
Prospect, or Subscriber except as set forth in the application form,
marketing and other written materials approved by Client.
(c) Paymap shall indemnify and hold harmless Client and its authorized
representatives and service providers from and against any liability,
claims, damages and costs (including reasonable attorneys' fees)
arising out of any breach by Paymap of this Agreement or by any
unauthorized statements, warranties or representations made by Paymap's
marketing personnel or employees.
(d) Paymap shall provide office space and staffing sufficient to implement
and to direct the Solicitation of the Program on behalf of Client on a
timely basis and in a
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competent fashion. All incoming and outgoing solicitation calls shall
be handled in such a manner so as to present The Program as a product
and/or service of Client. All correspondence shall be conducted in this
manner as well.
(e) Paymap shall perform all services necessary to implement The Program,
including, without limitation, solicitation, daily mail pick-up, mail
distribution, recording of all cash receipts, quality control checks on
applications or any other incomplete paperwork, credit card
authorizations, deposits, data capture of necessary homeowner
information from application/verifications, hard copy reports of sales
to Client on a monthly basis, process commencement letters to new
Subscriber, ACH pre-notification instructions, ACH instructions on
behalf of the Subscriber, Subscriber inquiries, resolution of any ACH
failures, process changes to Subscriber's mortgage and correspondence
of same, 1099 reporting for Subscribers and IRS, handling of all NSF
notifications to Subscribers, notification of termination and
performance of Subscriber service functions.
(f) Paymap shall not knowingly solicit or use Client's Customers, or any
Target Market Prospect, in any manner or for any other product or
service not covered by the terms of this Agreement.
(g) Paymap shall make available to Client or its agents on-site inspection
of Paymap's premises and any activity related to The Program during
normal operating hours with reasonable prior notice.
(h) Paymap shall not disclose the Client Proprietary Information to any
person, firm or corporation without Client's prior written consent
unless otherwise required by law, and then only after notice to and
consultation with Client.
(i) Paymap shall provide marketing assistance necessary to implement the
direct solicitation of Client's defined Target Market, including but
not limited to writing, design, copy writing, mechanical artwork,
photography, illustrations, printing, mailing, and customer service.
(j) Paymap shall reconcile on a monthly basis the custodial account through
which all funds flow related to individual account debits and credits.
Paymap will perform all functions necessary to ensure that the
Custodial Account accurately reflects all account activity. Paymap will
provide Client with a copy of each month's custodial account
reconciliation as soon as it is available.
(k) Paymap shall duplicate all pertinent data on a daily basis and provide
for off-site storage of said duplicate data.
(l) Paymap shall submit all contemplated communications to Customers for
Client's approval prior to distribution.
(m) Paymap shall perform all commission accounting functions.
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(n) Paymap shall provide on-going data reports on performance of The
Program to Client as Client may reasonably request.
(o) Paymap's duties outlined in this Section 2 shall be performed at
Paymap's expense.
(p) Paymap shall comply with all laws and regulations that are applicable
to The Program and the conduct of Paymap's business, and more
specifically, Paymap's duties under this Agreement.
(q) To the extent such duties have not already been described in Sections
2(a) through 2(p), Paymap shall also perform the items allocated to it
on Exhibit B to this Agreement.
(r) Paymap warrants that the services which are provided to Client
hereunder ("Services") and utilized by Client, prior to, during, or
after the calendar year 2000, include or shall include design and
performance capability so Client shall not experience abnormally ending
and/or invalid and/or incorrect results from the provision of such
Services in the operation of the business of Client. Furthermore,
Paymap represents and warrants that the Services provided hereunder
will, under normal use and service, record, store, process and present
calendar dates falling on or after January 1, 2000 (including leap
years) in substantially the same manner, and with the same
functionality, data integrity and performance, as the services
recorded, stored, processed and presented calendar dates on or before
December 31,1999.
Notwithstanding any other provision herein and any other provision in
this Agreement, in any action to recover damages resulting directly, or
indirectly from a computer date failure, including any action based on
an alleged computer date failure, the damages that may be recovered
shall be limited to, according to proof, twice the fees actually paid
for such services to the extent those damages are incurred as a
proximate and direct result of Paymap's noncompliance with this
warranty.
(s) Annual Audit. Paymap shall provide Client a copy of its annual audited
financial statements as soon as they are available, but no later than
150 days from year end.
3. RIGHTS AND DUTIES OF THE CLIENT
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(a) Client agrees to deliver to Paymap all requested data necessary to
implement the approved Target Market Solicitation, including but not
limited to Client's Customers' names, addresses, telephone numbers, and
original and current loan information in a format mutually agreed upon.
(b) Commencing on a date agreed to by the parties, Client shall deliver on
an agreed upon recurring basis, all necessary data from newly
originated loan Customers not solicited or rescheduled at the point of
origination during the previous quarterly period for additional
Solicitation.
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(c) Client shall appoint a specific liaison person or liaison team to
Paymap through which all communications will flow and decisions will be
made.
(d) If Client becomes aware of any disclosure requirements during the
enrollment phase which are mandated by federal and state banking and
other regulations, Client will promptly inform Paymap of any changes in
the aforementioned regulations which materially affect implementation
of The Program. Notwithstanding the foregoing, Client shall have no
duty to learn of any changes in the law or regulations and shall not be
liable to Paymap if it fails in any such matter. Client will have sole
approval rights to Subscriber Terms and Conditions.
(e) Client agrees that services provided by Paymap shall not relieve Client
from any obligation to maintain records. Client retains responsibility
at all times for maintaining adequate accounting management and
reporting systems, audit functions, recovery routines, and the
operation of on-site computer equipment. Services provided by Paymap
shall not impose upon or transfer to Paymap the responsibility for such
functions.
(f) Client shall indemnify and hold harmless Paymap and its authorized
representatives and service providers from and against any liability,
claims, damages and costs (including reasonable attorneys' fees)
arising out of any breach by Client of this Agreement or by any
unauthorized warranties or representations made by Client's personnel
or employees to any Prospect, Customer or Subscriber.
(g) Client's duties outlined in this Section 3 shall be performed at
Client's expense.
(h) In addition to duties described in Sections 3(a) through 3(g), Client
shall perform the items allocated to it on Exhibit B of this Agreement.
4. NON-DISCLOSURE COVENANT
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(a) Paymap and Client acknowledge that the Paymap and Client Proprietary
Information necessary for the implementation of The Program is a highly
confidential and valuable asset of its respective owners, which has
been and will continue to be developed by and for the parties; which
represents and will continue to represent a material investment of the
owner's time and money. Further, both parties acknowledge that such
proprietary information has been or will be made available to either
party as a result of this Agreement on a confidential basis and that
both parties have accepted or will accept such Proprietary Information
on such basis, thereby establishing a confidential relationship and a
position of trust with regard to the same. Both parties agree not to:
(i) publish, communicate, disclose or divulge to any person, firm,
corporation or other legal entity, directly or indirectly, any
of the Proprietary Information, except as otherwise permitted
herein or required by law;
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(ii) Use the other party's Proprietary Information for its own
benefit, or for the benefit of any person, firm, corporation or
other legal entity, directly or indirectly, except as required
in the course of implementation of The Program;
(iii) Use any of the other party's Proprietary Information or take any
other action to divert or attempt to divert, any business of or
any customers of, the other party to itself or any other person
or legal entity, by direct or indirect inducement; or to induce
or attempt to induce any present or past customer of either
party to discontinue using the services of either party; and
(iv) employ or seek to employ any person who is employed by either
party or directly or indirectly induce persons to leave either
party; provided, however, either party may use (i) newspapers or
other media to generally solicit the public which can then
result in the hiring of an employee or (ii) a headhunter to hire
an employee provided such campaign is directed to the industry
in general and not exclusively to the other party's employees.
(v) Each party shall require that any subcontractor or agent agree
in writing to adhere to this same treatment of Proprietary
Information.
5. NO GRANT OF PROPRIETARY RIGHTS
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Neither this Agreement nor the disclosure of proprietary information hereunder
shall be construed as granting to either party any right, title or license to
any patent application, trademark, copyright, trade secret, service marks and
any other intellectual property right, or any software or know-how to which
either party has title or rights of ownership or license.
6. TERM
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This Agreement will become effective upon execution by both parties. The initial
term of this Agreement shall be for a period of five (5) years, commencing on
the date of this Agreement. Thereafter, unless otherwise canceled in writing by
either party in accordance with the provisions of Section 9, the terms and
conditions of this Agreement shall continue in force for additional one year
periods. Paymap and Client's continuing obligations under this Agreement
relating to indemnification for breach of duties, representation or warranties
and to "non-disclosure," shall survive the termination of this Agreement.
7. FEES TO CLIENT/CUSTOMER
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(a) The fee structure and charges for services listed in Exhibit C shall
remain in effect for the initial eighteen (18) months of this
Agreement. Thereafter, Paymap may revise the fee structure charged to
Subscribers as a result of changes in operating costs, or
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market conditions. Such increases or decreases will not exceed ten (10)
percent per annum of the previous fee and shall not take place more
than once per calendar year. Unless mutually agreed to otherwise,
Client shall share in any change in fees proportional to Client's pro-
rata share of current fees.
(b) Paymap will calculate the fees collected from Subscribers to the
Program on a monthly basis. Fees earned by Client for enrollments or
transactions will be remitted to Client by Paymap by the tenth (10th)
of the month for fees earned by the tenth (10th) of the previous month.
The Fee schedule for The Program is set forth on Exhibit C to this
Agreement.
(c) The deferred portion of the enrollment fee for a Subscriber on a DMPP
will be collected from the amount deposited in the Custodial Holding
Account in excess of the amount necessary to pay the next due monthly
debt installment. Actual principal curtailment dollars begin to
accumulate for application to the loan balance only after the deferred
enrollment fee has been collected. Client's portion of the enrollment
fee will be paid only after the entire enrollment fee has been
collected by Paymap.
(d) In the event of a Subscriber Negative Balance or in the event that
sufficient funds have not been collected after two attempted debits to
a Subscriber's designated account, Paymap will generate a letter to the
Subscriber informing him or her of the failed debit or Subscriber
Negative Balance, and seek to rectify the Subscriber Negative Balance
or failed debit. Within five business days of a second returned debit
entry, Paymap will inform Client of such Subscriber Negative Balance.
If Paymap shall inform Client of a Subscriber Negative Balance, Client
shall use its best efforts to (i) reverse the amount of such Subscriber
Negative Balance from Subscriber's loan account or (ii) recover from
the Subscriber the amount of such Subscriber Negative Balance and/or
postpone release of any lien on the Subscriber's loan collateral until
repayment of such Subscriber Negative Balance. This collection effort
will be conducted by Client notwithstanding whether the loan has been
paid off, sold to another mortgage company or Subscriber has cancelled
his or her Enrollment or agreement with Client. In the event that the
Subscriber Negative Balance is not resolved within 30 days of
notification by Paymap, Paymap shall have the right to offset said
Subscriber Negative Balance against commissions or any other monies
otherwise owed by Paymap to Client under this Agreement.
8. EXPENSES
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(a) Client shall pay expenses, if any, that are outlined in Section 2 of
Exhibit C to this Agreement. No additional expenses shall be added
without written approval by Client.
(b) Monies due one party to the other over 30 days will bear delinquency
charges at the rate of 10% per annum or the maximum rate allowed by
law, whichever is less.
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9. TERMINATION
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(a) This Agreement may be terminated after the initial term by either party
upon 90 days written notice prior to the expiration of the original
term or successive one year term as applicable; provided, however, that
either party may terminate this Agreement immediately upon written
notice in the event of the other party's material breach of this
Agreement. If curable, each party shall have the right to cure any such
breach and reinstate this Agreement within 45 days following receipt of
written notice of default and giving the other party notice of its
intent to cure its default.
(b) Notwithstanding termination of this Agreement, Paymap and Client will
honor all current Subscriber contracts in accordance with the terms of
this Agreement, it being understood that, each individual Program
Subscriber has the sole and exclusive right to cancel his enrollment in
The Program. Furthermore, in the event of a termination by a
Subscriber, Paymap shall reimburse the Subscriber for a portion of the
paid enrollment fee on a prorated basis as explained in the Subscriber
contract, such provision to be mutually acceptable to Client and
Paymap.
(c) If Client shall determine to sell or otherwise transfer the servicing
of loans that are the subject of contracts with Subscribers, Client
shall notify Paymap of its intention to do so at least forty-five (45)
days prior to the proposed transfer or sale and provide Paymap with the
name of the transferee and other pertinent details necessary for Paymap
to accomplish an orderly transition to the new payees. Client shall
include in its "goodbye letter" to customers a statement that their
Equity Accelerator subscription will not be affected by the transfer of
servicing. Client shall assist Paymap in implementing a process to make
payments to the new servicer. Transfer of the servicing of the
Subscriber's loan shall not otherwise affect the Subscriber's contract.
10. MISCELLANEOUS
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(a) Binding Effect. This Agreement shall be binding upon and inure to the
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benefit of the parties, their successors and assigns.
(b) Amendments and Modifications. This Agreement may only be amended,
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waived, changed, modified or discharged by an agreement in writing
signed by the parties.
(c) Integration. This Agreement represents the final understanding of the
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parties as to all matters included herein and supersedes all prior
written or oral agreements of the parties on matters covered herein.
(d) Governing Law. This Agreement shall be construed in accordance with the
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laws of the State of California. It is deemed to have been executed
there, and the validity and effect of this Agreement is governed by and
construed and enforced in accordance with the laws of the State of
California. The parties consent and submit to the jurisdiction and
venue of the State or Federal courts located in California.
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(e) Severability. If any provision or term of this Agreement shall be found
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to be illegal or unenforceable for any reason whatsoever, all other
provisions and terms shall remain in full force and effect.
(f) Force Majeure. Notwithstanding any other provision of this Agreement,
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neither party shall be deemed in default of this Agreement or bear
liability to the other party for any delay, failure in performance,
loss, or damage arising from any cause beyond its reasonable control,
including, but not limited to the following: fire, embargo, explosion,
power failure, earthquake, nuclear accident, volcanic action, flood,
war, civil disturbance, interventions of military authority, acts of
God or public enemy; provided, however, that (i) no such event shall
excuse the payment of money due hereunder and (ii) if Subscriber is
entitled to fees or damages under the Subscriber contract as a result
of the aforesaid items, the party that fails to perform under this
Agreement shall be responsible for same.
(g) Assignment. Neither party may assign their rights or delegate their
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duties hereunder without the written consent of the other party, whose
consent will not be unreasonably withheld.
(h) Notices. All notices or other written communications regarding this
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Agreement are to be provided by U.S. First Class Mail or national
overnight courier service with receipt acknowledged.
If to Paymap:
Paymap Inc.
Three Xxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn.: Legal Department
If to Client:
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(i) Exclusivity. Client agrees that Paymap shall be the exclusive provider
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of any program involving debt reduction through ACH transfers, and
that as long as the Agreement is in force, it will not conduct a
program for its Customers similar to The Program either internally or
with a third party, unless The Program is in place with customers who
are acquired with a portfolio acquisition.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date below
indicated, effective as of the date first above written.
CLIENT
_________________________________ By:_______________________________________
Attest
Name, Title:______________________________
Date:_____________________________________
PAYMAP INC.
_________________________________ By:_______________________________________
Attest
Name, Title: Xxxx X. Xxxxxx, President
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Date:_____________________________________
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EXHIBIT A
PROCESS DESCRIPTION
Equity Accelerator is not a mortgage, but an electronic mortgage
acceleration program. The Program provides the equity benefits and reduced
interest of biweekly mortgage payments, and offers the added flexibility and
convenience of customer designated payment intervals (weekly, biweekly, or semi-
monthly) and interest on funds awaiting payment to a mortgage servicer.
Homeowners can participate in this program regardless of where their
mortgages originated or are currently being serviced.
Equity Accelerator can be offered to your customers at a substantially
lower cost than competitive accelerated mortgage plans. In addition, its low,
one-time enrollment fee entitles homeowners to continue to use The Program even
if they purchase a new home.
Equity Accelerator does not change the mortgage terms or payment due
date, but does require the mortgage servicer to receive payments electronically,
and to process periodic reductions of principal.
Here is how Equity Accelerator works using a biweekly payment schedule as an
example:
* One half of the regular monthly mortgage payment is collected every
two weeks by electronic transfer from the homeowner's bank account to
an interest bearing custodial account [see l (l)].
* Mortgage payments are automatically paid to the mortgage servicer
monthly. Biweekly withdrawals are collected 26 times each year,
resulting in the equivalent of thirteen monthly mortgage payments
annually.
* The two extra biweekly payments plus the interest earned are sent to
the mortgage servicer to directly reduce the mortgage principal
balance.
Here is how Equity Accelerator works with semi-monthly pay periods:
* One half of the regular monthly payment + l/24 of the regular monthly
payment are deducted two times each month (e.g., 10th and 25th)
* The additional amount (l/24 of the regular mortgage) is added to each
half payment, so as to replicate the pay down pattern of the bi-weekly
schedule (13 monthly payments per year).
* Additional principal will be applied each month (1/12 of monthly
payment).
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EXHIBIT B
ADDITIONAL DUTIES AND RESPONSIBILITIES
Paymap will be responsible for the following:
PROGRAM IMPLEMENTATION
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* Provide pre-designed solicitation materials and mailing options
* Provide pre-designed enrollment packages
* Provide materials that will support employee training and awareness to be
conducted by the marketing representative and the Client
CUSTOMER SOLICITATIONS
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* Pay all "Customer Awareness" mailing costs
* Provide solicitation and enrollment kit fulfillment services
* Provide customer tele-sales support
* Assign Client a tentative mailing date(s) within six (6) months
ENROLLMENT PROCESSING AND CUSTOMER SERVICE
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* Perform quality control check on applications
* Capture necessary homeowner information from applications and do
verifications
* Process commencement letters to new customers
* Perform ACH pre-notification for debit accounts and mortgage accounts
* Process on-going debits from customer accounts to the custodial account
* Process monthly mortgage payments from custodial account to the mortgage
servicing entity
* Handle all customer enrollment and service inquiries
* Resolve ACH exceptions
* Process customer mortgage and debit account changes
* Handle NSF notification to customers
* Generate annual subscriber statement & IRS Form 1099
POST-SOLICITATION
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* Complete fee accounting and provide sales reports on a monthly basis
Client Is Responsible For The Following:
PROGRAM IMPLEMENTATION
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* Approve all direct marketing and enrollment material(s) to be sent by Paymap
to prospects
* Provide a letterhead and/or artwork necessary for program awareness and
fulfillment letters
* Establish a custodial account to hold program funds
* Send customer files to Paymap for mortgage servicing customers (master file
tape)
* Conduct employee awareness meeting(s) to introduce benefits and procedures of
The Program. the Client customer service staff to the
* Client must be able to submit mortgage payment mutually agreed on. Failure to
do so could result changes to Paymap in an automated format to be in Client's
loss of transaction fee income.
CUSTOMER SOLICITATIONS
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* Confirm that the first solicitation ("Campaign l") will be a direct mail
personalized letter
* Consent to a follow-up direct mail solicitation ("Campaign 2") after the
initial solicitation, if Campaign 1 so indicates
* Permit a limited amount of testing of alternative changes in copy or offer to
enhance response rate (not to exceed 20% of items mailed)
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EXHIBIT C
EQUITY ACCELERATOR PROGRAM FEES
SECTION I. FEES
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The following fee schedule is set forth for The Program:
CUSTOMER FEES CLIENT INCOME
UPFRONT CASH PRODUCT(S)
ENROLLMENT
OR
DEFERRED ENROLLMENT
UPFRONT CASH REMAILS
TRANSACTION FEE*
________________________________________________________________________________
FULLY DEFERRED PRODUCT(S)
FULLY DEFERRED ENROLLMENT
FULLY DEFERRED REMAILS
TRANSACTION FEE*
________________________________________________________________________________
TRANSACTION FEE ONLY OFFER
________________________________________________________________________________
ADDITIONAL LOANS
_______________________________________________________________________________
COMMISSION DUE DATE
Commissions will be paid by the 10/th/ of the month for all enrollment and
transaction fees received by the 10/th/ of the previous month. Commissions on
deferred enrollment fees will be paid after the full fee is collected from the
Subscriber.
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EXHIBIT C
EQUITY ACCELERATOR PROGRAM FEES
SECTION II. CLIENT DELIVERABLES
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As part of this Agreement, Client agrees to deliver the following at its own
cost.
1. MAILINGS
* Client will provide access to mail up to two times annually on a
direct basis.
* Should any "statement stuffer" increase the postage due on that
mailing, Paymap will cover the increased amount.
2. CAMERA READY ART WORK
* Client agrees to provide camera ready artwork and/or other
graphics to be used for The Program Solicitation.
3. CUSTODIAL HOLDING ACCOUNT
* Client agrees to establish a Custodial Holding Account, at no fee
or cost to Paymap, as defined in paragraph 1 (l).
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