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EXHIBIT 10.33
EXHIBIT 2.2 (F)
WEB DEVELOPMENT AND HOSTING SERVICES AGREEMENT
This Web Development and Hosting Services Agreement (the "Agreement")
is entered on the date below written by and between InsureRate, Inc., a Georgia
corporation ("InsureRate"), and Xxxxxxxx Xxxxxx Xxxxxx Company, a Georgia
corporation ("HDA").
R E C I T A L S:
WHEREAS, InsureRate is engaged in the business of providing Internet
web development and web hosting services to entities engaged in the sale,
marketing or underwriting of insurance and other financial products and
services;
WHEREAS, HDA is a duly licensed insurance agency and is licensed to
solicit the sale of and sell certain insurance services and products in certain
states of the United States;
WHEREAS, HDA desires to engage InsureRate to provide certain web page
development and web hosting services to HDA in connection with HDA's business.
NOW, THEREFORE, for and in consideration of the mutual premises set
forth herein and for other good and valuable consideration the receipt and
sufficiency of which is acknowledged and accepted by each of the parties hereto,
and subject to the terms and conditions stated herein, the parties hereto agree
as follows.
1. Web Page Development Schedule.
(a) InsureRate agrees to perform for HDA Internet web site development
services (the "Development Services") for the creation of an internet web site
located on InsureRate's servers (the "Wed Site") for the marketing of group and
individual insurance products in the lines of insurance described on Exhibit A
hereto (the "Exclusive Products") according to the specifications submitted by
HDA to InsureRate. InsureRate shall offer to HDA the right to market and
advertise any other insurance products to be offered on InsureRate's web servers
prior to offering such right to any other insurance agency. If HDA declines to
offer any such product or service on the Web Site, then InsureRate may offer the
right to market such product or service to any other insurance agency on the Web
Site or any web server of InsureRate.
(b) HDA may change its content or add to it as frequently as HDA wishes
with the approval of InsureRate, which approval shall not be unreasonably
withheld or delayed. InsureRate will promptly provide changes to links, text,
and graphics, project management, and programming for the Web Site as requested
by HDA.
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2. Exclusive License.
InsureRate hereby grants to HDA an exclusive license to display on the
Internet World Wide Web the Web pages in the form prepared by InsureRate
pursuant to performing the Development Services ("Work Product") and to copy and
modify the Work Product, except for the Programming Code, and create derivative
works of the Work Product, except for the Programming Code, for such display on
the World Wide Web of Web pages of HDA only. The Work Product shall only be used
for Web pages of HDA and its affiliates and shall not be used for any other
party. Notwithstanding the above, HDA shall not allow any party to copy, modify
or create derivative works of the programming code or other code that is not
HTML ("Programming Code"). HDA and other parties shall not reverse engineer or
decompile any of the Work Product. In consideration of this license, HDA agree
that any copies, modifications and derivative works of the Work Product shall
retain all copyright and other proprietary notices of InsureRate as originally
contained therein. All materials delivered to InsureRate by HDA ("HDA's
Material") shall remain the property of HDA and InsureRate shall not have the
right to use HDA's Material except in performing the Development Services for
HDA. HDA warrants that all information provided to InsureRate is either owned by
HDA or HDA has a right to use such information for the purposes contemplated
herein. All Work Product, except for HDA's Material, shall be the sole property
of InsureRate, and InsureRate reserves all rights in the Work Product, subject
to the above license. InsureRate uses core modules of software code to build
Programming Code and does not grant HDA resale or licensing rights to the
Programming Code. All Work Product is subject to intellectual property rights
reserved by InsureRate and/or others, and may not be further licensed or
transferred to others. HDA authorizes InsureRate to use, display, demonstrate
and place on the World Wide Web the Work Product for marketing purposes of
InsureRate. InsureRate is entitled to place a small hyperlinked logo at the
bottom of any Web Site page and/or Programming code or applications created for
HDA.
3. Limited Warranty.
InsureRate warrants that for a period of 90 days from the date of first
installation of HDA's Web page Work Product on the server described above, the
coding of such Work Product shall be reasonably HTML-compliant and will perform
substantially as described in the attached proposal, if any. InsureRate agrees
to provide support and maintenance for any Work Product for a period of 90 days
of HDA's first usage of said Work Product. Notwithstanding the foregoing, the
sole and exclusive remedy for a breach of the warranties shall be that
InsureRate shall replace the nonconforming coding to make such Work Product
reasonably HTML-compliant. HDA acknowledges that HTML is an industry standard
that contains some ambiguous provisions and that does not completely address all
issues associated with the coding of Web pages accessible via the World Wide
Web. HDA also acknowledges that HTML is a standard that will be amended from
time to time and that not all "browsers" used by third parties to access the
World Wide Web implement HTML in the same way. Variations in HTML coding
associated with ambiguities or revisions to the HTML standard or variations
among World Wide Web browsers shall not be the basis for a claim of breach of
Insurerate's warranties under this Agreement. HDA acknowledges that InsureRate
develops primarily for the Netscape Browser. Many enhanced features of this
browser appear broken or nonexistent on other browsers such as
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CompuServe, Prodigy, etc. If HDA needs its Web Site and/or Programming Code
viewed by the broadest possible audience, additional special programming may be
required and such additional services are not covered unless specifically
indicated in writing in this proposal. Notwithstanding anything contained herein
to the contrary, InsureRate makes no representation or warranty to HDA, express
or implied, that the Web Site can or will process any date information relating
to the change of the year 2000.
4. Web Site Maintenance Schedule.
(a) InsureRate will perform maintenance during the Term ("Maintenance
Period") on the Web Site. During the Maintenance Period, InsureRate will provide
services to correct any errors in the operation of all the Web Site's
applications and to maintain the function of such applications and the Web Site.
During the Maintenance Period, HDA is entitled to receive any free upgrades of
any Web Site applications provided by InsureRate, provided that HDA shall not be
entitled to receive any applications that were not originally placed in the Web
Site by InsureRate or to receive any new products announced by InsureRate.
InsureRate is not obligated to perform any maintenance or fulfill any warranty
obligation if HDA has modified any source code in the Web Site or any of the
applications in the Web Site.
(b) InsureRate shall not be obligated pursuant to these maintenance
Services to incorporate into the Web Site any new material that constitutes more
than fifteen (15%) percent of material in the Web Site and/or I-net Applications
contained therein. For the purposes of determining new material exceeding 15% ,
the average number of pages during any term will be used as the divisor for the
number of new pages added. InsureRate will inform HDA before doing any work
under this maintenance Schedule if InsureRate believes that the maintenance
exceeds the amount of changes that InsureRate is obligated to make under the
annual maintenance contract in place at the time. These maintenance Services do
not include creation of new applications or Programming Code. InsureRate's
maintenance Services are limited to changes in the static content of the Web
Site, unless otherwise provided herein.
(c) Unfortunately, computers need routine maintenance and sometimes
break down. Also, COMPANY cannot control the timing or volume of attempts to
access Insurerate's web server. As a result, InsureRate does not guarantee or
warrant that HDA or any third parties will be able to access the Web Site at any
particular time.
InsureRate's access services are provided on an "as-is, as-available" basis.
5. Web Site Hosting Services.
During the Term, InsureRate will provide the hosting of the Web Site
files described in Section 2 hereof on the web servers of InsureRate.
6. Web Hosting Maintenance Fees.
HDA shall pay a quarterly hosting fee to InsureRate on or before the
tenth (10th) day of each quarter equal an amount (the "Web Hosting Rate")
mutually agreed upon in writing by HDA and InsureRate pursuant to a business
plan approved by both of them (the "Approved
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Business Plan") not to exceed two thirds (2/3)of the revenue earned by HDA
during the preceding calendar quarter from all agency and brokerage agreements
between HDA and each insurer for which HDA markets and sells insurance products
or services on the Web Site (each, an "HDA Web Carrier"). Notwithstanding
anything herein contained to the contrary, for any insurance product or service
of an HDA Web Carrier which is marketed on the Web Site, the Web Hosting Rate
shall be adjusted downward, by an amount mutually agreed upon by HDA and
InsureRate, if the actual costs of HDA's administration thereof exceeds or is
reasonably likely to exceed the amount of expenses contemplated in the Approved
Business Plan.
7. HDA's Covenants. During the Term of this Agreement,
(a) HDA shall not represent to any person or entity that InsureRate is
an insurance agency or engaged in the solicitation or sale or any insurance
products.
(b) HDA shall not breach the terms of any agency agreement between HDA
and any insurer.
(c) HDA shall maintain, at its sole expense, all licenses required by
any applicable state insurance laws, regulations or bulletins for HDA's
marketing, solicitation and sale of any insurance product placed on the Web
Site.
(d) HDA shall not solicit the sale of any insurance product or
application therefor in any jurisdiction in which HDA is not duly licensed and
will use its good faith efforts to obtain any insurance agency licenses that
InsureRate determines are required in order for HDA to use the Web Site for the
marketing and sale of insurance products or services in any state.
(e) HDA shall comply with Insurerate's content standards as described
below:
(i) Adult-Oriented Sites. InsureRate's policy is NOT to
host "Adult Oriented" Web sites. There are various legal and logistical
reasons as to why InsureRate has decided to instigate this policy,
among others: adult sites typically generate an enormous amount of
traffic disproportionate to the amount of useful information provided.
(ii) Spamming. InsureRate has a strict policy against
spamming. Users who spam via E-mail, newsgroups, etc. are not allowed
on InsureRate's servers. HDA will receive a warning from InsureRate
after the first such complaint from any of InsureRate's clients. If
InsureRate receives any additional complaints, the Web Site will be
removed, and this Agreement will be terminated by InsureRate. This is a
zero toleration policy. Spamming is not allowed with any InsureRate
account.
(iii) Reservation of Rights. InsureRate reserves the right to
remove objectionable content, determined in InsureRate's sole
discretion, from any Web site or account on InsureRate's servers.
(f) HDA shall comply with all applicable federal, state and local laws
in using the Web Site.
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(g) HDA shall keep its books and records and account for all
commissions and other revenue earned form HDA Web Carriers in accordance with
generally accepted accounting principles and customary practices of insurance
agencies in the United States.
(h) HDA shall not make any attempt to gain unauthorized access to any
other systems or networks. HDA understands that the information available
through InsureRate or interconnecting networks may not be accurate. HDA
understands that internetworking communications are not secure, and may be
subject to interception or loss. InsureRate makes no warranties of any kind,
either express, implied, or statutory concerning the data or information
available through the InsureRate network.
8. Term of Agreement.
The initial term of this Agreement (the "Initial Term") shall commence
on January 26, 1998 and continue for a period of five (5) years, unless
terminated earlier as provided herein. This Agreement shall automatically renew
for an additional term of five (5) years at the expiration of the Initial term
unless either party gives the other written notice of its desire not to renew at
least ninety (90) days prior to the expiration of the Initial Terms.
9. Representations and Warranties By InsureRate. InsureRate represents and
warrants to HDA as follows:
(a) InsureRate is a corporation duly organized and existing under the
laws of the State of Georgia and has all requisite corporate authority to own
its properties and to carry on its business as now conducted. InsureRate is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where such qualification is necessary.
(b) The execution, performance and delivery of this Agreement by
InsureRate are within InsureRate's corporate powers and have duly authorized by
all necessary corporate action on the part of InsureRate. This Agreement
constitutes the valid and binding agreement of InsureRate enforceable against
InsureRate in accordance with its terms, except as (i) the enforceability hereof
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors' rights generally and (ii) the availability of equitable
remedies may limited by equitable principle of general applicability.
(c) The execution, performance and delivery of this Agreement by
InsureRate require no action by or in respect of, or filing with, any
governmental body, agency, or official.
(d) The execution, performance and delivery of this Agreement by
InsureRate do not and will not violate (i) the articles of incorporation or
bylaws of InsureRate, (ii) violate any applicable law, rule, regulation,
judgment, order or decree or alter or impair any licenses, franchise, permit or
other similar authorization held by InsureRate, or (iii) require the consent or
other action of any person or entity.
(e) There is no action, suit, investigation or proceeding pending
against, or the knowledge of InsureRate, threatened against or affecting
InsureRate before any court or arbiter or
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any governmental or regulatory body, agency or official, which would could
adversely affect InsureRate's ability to perform its obligations under this
Agreement.
(f) INSURERATE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, AGAINST
INFRINGEMENT AND OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SERVICES
CONTEMPLATED TO BE PROVIDED BY INSURERATE UNDER THIS AGREEMENT.
10. Representations and Warranties By HDA. HDA represents and warrants to
InsureRate as follows:
(a) HDA is a corporation duly organized and existing under the laws of
the State of Georgia and has all requisite corporate authority to own its
properties and to carry on its business as now conducted. HDA is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction where such qualification is necessary.
(b) HDA is duly licensed as any insurance agency to sell property,
casualty, life and health insurance certain states of the United States. HDA's
authority to sell such insurance in such states is not restricted in any
respect, and all such licenses are in full force and effect.
(c) The execution, performance and delivery of this Agreement by HDA
are within HDA's corporate powers and have duly authorized by all necessary
corporate action on the part of HDA. This Agreement constitutes the valid and
binding agreement of HDA enforceable by InsureRate against HDA in accordance
with its terms, except as (i) the enforceability hereof may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally and (ii) the availability of equitable remedies may limited by
equitable principle of general applicability.
(d) The execution, performance and delivery of this Agreement by HDA
require no action by or in respect of, or filing with, any governmental body,
agency, or official.
(e) The execution, performance and delivery of this Agreement by HDA do
not and will not violate (i) the articles of incorporation or bylaws of HDA,
(ii) violate any applicable law, rule, regulation, judgment, order or decree or
alter or impair any licenses, franchise, permit or other similar authorization
held by HDA, or (iii) require the consent or other action of any person or
entity.
(f) There is no action, suit, investigation or proceeding pending
against, or the knowledge of HDA, threatened against or affecting HDA before any
court or arbiter or any governmental or regulatory body, agency or official,
which would could adversely affect HDA's ability to perform its obligations
under this Agreement or any agreement between HDA and any insurer or the ability
of HDA to market and sell insurance products on the Internet.
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(g) HDA owns the unregistered trademark for the xxxx "HDA" free and
clear of all liens and encumbrances, and HDA has not licensed such trademark to
any other person or entity.
(h) During the Term, HDA shall not market or solicit any insurance
product or service on an Internet web site (other than the Web Site) which is
engaged in direct competition with InsureRate.
11. Nondisclosure.
HDA and INSURERATE acknowledge that the other party may disclose to
them ("Recipient") certain Proprietary Material in the performance of this
Agreement. Recipient agrees (i) to hold the Proprietary Material in strict
confidence, (ii) not to use the Proprietary Material other than for the
performance of this Agreement, and, (iii) to disclose the Proprietary Material
only to full time employees of Recipient requiring such material for performance
of the Services in accordance with this Agreement, and who have undertaken an
obligation of confidentiality and limitation of use consistent with this
Agreement. "Trade Secrets" means information of Recipient that is a trade secret
under applicable law. "Confidential Information" means confidential or
proprietary information of value to INSURERATE other than Trade Secrets.
"Proprietary Material" means Trade Secrets and Confidential Information. This
obligation will continue during the Term and for three (3) years thereafter for
Confidential Information and for Trade Secrets as long as they are Trade Secrets
under applicable law.
12. Trademarks.
INSURERATE grants HDA permission to utilize and HDA agrees to maintain
and display certain INSURERATE designated trademarks and symbols in HDA's web
site in the form placed by INSURERATE pursuant to the Services.
13. Limitation of Liability.
INSURERATE AND HDA SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS,
ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM, OR THE USE
OR PERFORMANCE OF ANY SERVICE, WHETHER IN AN ACTION FOR OR ARISING OUT OF ANY
CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT
INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. INSURERATE'S ENTIRE
LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE FROM ANY CAUSE WHATSOEVER,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT, PROVEN
DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUMS PAID BY HDA TO INSURERATE HEREUNDER,
IN AGGREGATE FOR ALL SUCH CLAIMS.
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14. Termination.
A. This Agreement may be terminated as follows:
(i) by the mutual written consent of each of InsureRate and HDA;
(ii) by InsureRate upon a Change in Control by delivering
to HDA written notice of termination within thirty
(30) days after InsureRate receives notice of such
Change in Control;
(iii) by InsureRate if any of HDA's licenses, permits or
other authorizations issued by any federal or state
insurance regulatory authority shall become
suspended, revoked or non-renewed or subject to a
proceeding therefor;
(iv) by InsureRate upon the voluntary or involuntary
filing against HDA of any petition under any federal
or state bankruptcy, receivership, liquidation,
rehabilitation, administrative supervision or similar
law;
(v) by InsureRate if HDA breaches any term or provision of this
Agreement or any duty owed by HDA to InsureRate pursuant to
this Agreement;
(vi) by InsureRate if HDA shall violate any applicable
material federal, state or local law, regulation or
rule in connection with this Agreement;
(vii) by HDA if InsureRate shall breach any material term or
provision of this Agreement;
(viii) by HDA upon the voluntary or involuntary filing against
InsureRate of any petition or bankruptcy, receivership or
similar law; or
(ix) by either HDA or InsureRate for any or no reason by
delivering to the other party at least sixty (60)
days prior written notice of termination.
15. Indemnification.
(a) By InsureRate. InsureRate shall indemnify and hold harmless HDA
from and against any and all losses, claims, damages (compensatory and
punitive), liabilities and expenses, including reasonable costs of investigation
and legal counsel fees and disbursements, which may be imposed upon or incurred
by HDA or its directors, officer and employees as the result of any breach by
InsureRate of this Agreement or any negligent or willful misconduct of
InsureRate in rendering or performing any of the services contemplated herein to
be performed by InsureRate.
(b) By HDA. HDA shall indemnify and hold harmless InsureRate, any
person or entity which provides Internet web services to InsureRate and each of
their shareholders, directors, officers and employees (collectively, the
"InsureRate Indemnitees") from and against any and all losses, claims, damages
(compensatory and punitive), liabilities and expenses, including reasonable
costs of investigation and legal counsel fees and disbursements, which may be
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imposed upon or incurred by any of the InsureRate Indemnitees as the result of
or in connection with:
(i) any breach by HDA of this Agreement or any negligent or
willful misconduct of HDA in connection with this Agreement;
(ii) any claim, suit, action or proceeding brought against
any of the InsureRate Indemnitees by any agent, producer, subagent or
subproducer of HDA;
(iii) any claim, suit, action or proceeding brought against
any of the InsureRate Indemnitees by any HDA Web Carrier related to any
agreement between HDA and such HDA Web Carrier;
(iv) any claim, suit, action or proceeding brought against
any of the InsureRate Indemnitees related to any trademark or service xxxx of
HDA or any of HDA Web Carriers; and
(v) any claim, suit, action or proceeding brought against
any of the InsureRate Indemnitees by insurance regulatory body, agency or
official related to any act or omission by HDA.
(c) Indemnification Procedure.
(i) In order to be indemnified and held harmless, pursuant
to Sections 15 (a) or (b) hereof, a party entitled to be indemnified and held
harmless pursuant to such Section (the "Indemnified Party") shall notify the
party liable for such indemnification (the "Indemnifying Party") in writing
immediately upon becoming aware of any claim or demand which the Indemnified
Party has determined has given or could give rise to a right of indemnification
under this Agreement. Subject to the Indemnifying Party's right to defend in
good faith third party claims as hereinafter provided, the Indemnifying Party
shall satisfy its obligations under this Section 15 within thirty (30) days
after the receipt of written notice thereof from the Indemnified Party.
(ii) If the Indemnified Party shall notify the Indemnifying
Party of any claim or demand pursuant to Section 15, and if such claim or demand
relates to a claim or demand asserted by a third party against the Indemnified
Party which the Indemnifying Party acknowledges is a claim or demand for which
it must indemnify or hold harmless the Indemnified Party under Section 15 (a) or
(b), the Indemnifying Party shall have the right to employ counsel acceptable to
the Indemnified Party to defend any such claim or demand asserted against the
Indemnified Party. The Indemnified Party shall have the right to participate in
the defense of any such claim or demand. The Indemnifying Party shall notify the
Indemnified Party in writing, as promptly as possible (but in any case before
the due date for the answer or response to a claim) after the date of the notice
of claim given by the Indemnified Party to the Indemnifying Party under Section
15 of its election to defend in good faith any such third party claim or demand.
So long as the Indemnifying Party is defending in good faith any such claim or
demand asserted by a third party against the Indemnified Party, the Indemnified
Party shall not settle or compromise such claim or demand. The Indemnified Party
shall make available to the
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Indemnifying Party or its agents all records and other materials in the
Indemnified Party's possession reasonably required by it for its use in
contesting any third party claim or demand. Whether or not the Indemnifying
Party elects to defend any such claim or demand, the Indemnified Party shall
have no obligations to do so.
16. Miscellaneous.
(a) Amendment. This Agreement may be amended at any time only
by the mutual agreement of the parties hereto. Any such amendment must be in
writing and signed by the duly authorized representatives of the parties hereto.
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon each of the successors and permitted assigns of the
parties hereto.
(c) Counterparts. This Agreement may be executed in two (2)
counterparts, each of which shall be deemed to be an original, but which
together shall constitute but one and the same instrument.
(d) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all prior
agreements, arrangements or understandings (whether written or oral) between
InsureRate and HDA relating to the subject matter hereof. No representation,
inducement, promise or agreement, oral or otherwise, made by any party hereto
which is not embodied or referred to herein is or shall be of no force or
effect.
(e) Governing Law. This Agreement, and the rights and
obligations of the parties hereto, shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to its
applicable principles of conflicts of laws.
(f) Headings and References. The section headings contained in
this Agreement are inserted for convenience of reference only and shall not
affect the meaning or interpretation of this Agreement or any term or provision
hereof.
(g) Nature of Relationship. The relationship between
InsureRate and HDA under this Agreement shall be that only of an independent
contractor. Nothing contained in this Agreement shall be construed as creating
or deemed to create the relationship of employer and employee, a partnership, a
joint venture, agency or other association between InsureRate and HDA or any of
their respective affiliates, directors, officers, employees, agents or
sub-agents.
(h) No Assignment. This Agreement shall not be assignable by
any party hereto without prior written consent of the other party hereto and any
attempt to assign this Agreement without such consent shall be void.
(i) Notices and Other Communications. All notices of
objections, other notices or other communications required or permitted
hereunder must be in writing and shall be deemed effectively given (a) upon
delivery, when delivered personally against receipt therefor, (b) upon delivery
when sent by certified mail, postage prepaid and return receipt requested, (c)
upon
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transmission, when transmitted by telecopier, facsimile, telex or other
electronic transmission method, provided that receipt is confirmed and notice is
sent by certified mail, postage prepaid and return receipt requested, or (d)
upon delivery, when sent by Federal Express or other nationally recognized
overnight delivery service.
If more than one (1) party is entitled to receive a specific notice or
other communication, the same shall be deemed to have been effectively given
when given to all of the parties entitled to receive the same, in the manner
described above. Any such notice shall be sent to the party to whom notice is
intended to be given at its address as shown below:
If to InsureRate: InsureRate, Inc.
Xxxxxxxx 00, Xxxxx 000
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
Facsimile: (000) 000-0000
with a copy to: Xxxxxx, Xxxxxxx & Xxxxxx, L.L.P.
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
If to HDA Xxxxxxxx Xxxxxx Xxxxxx Company
Xxxxx 000
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 30339-3356
Attention: Xxxx X. Xxxxxxx, Senior Vice
President
Facsimile: (000) 000-0000
(j) No Third Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies, including any rights or remedies as an intended or incidental third
party beneficiary, of any nature under or by reason of this Agreement.
(k) Inspection. Each party hereto and its authorized
representatives and agents shall have the right to inspect, audit and copy, at
the offices of the other party hereto, any of the records, books or accounts
(regardless of the medium in which they are maintained) of the other party
pertaining in any way to any of the transactions or services contemplated herein
by delivering to the other party hereto at least two (2) days prior written
notice of inspection
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IN WITNESS WHEREOF the undersigned have affixed their hands and seal
this the 23rd day of January, 1998.
INSURERATE, INC.
By:
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Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
XXXXXXXX XXXXXX XXXXXX
COMPANY
By:
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Xxxx X. Xxxxxxx, Senior Vice President
[CORPORATE SEAL]
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