STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement ("Agreement") is entered into as of
September 29, 1999 ("Effective Date") between Greenpoint Mortgage Funding, Inc.,
a New York corporation having an office at 000 Xxxxxxxx Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 ("GREENPOINT MORTGAGE FUNDING INC") and E-LOAN, Inc.,
a Delaware corporation having an office at 0000 Xxxxxx Xxxx, Xxxxxx, XX 00000
("E-LOAN") (the "Parties").
WHEREAS, GREENPOINT MORTGAGE FUNDING INC is engaged in providing mortgage
services that include counseling, processing, origination, and funding home
equity loans secured by residential properties located in the United States; and
WHEREAS, E-LOAN provides certain services including mortgage and related
services to consumers on the Internet, via E-LOAN's Website currently at
xxx.xxxxx.xxx (the "E-LOAN Website"), providing visitors to the E-LOAN Website
with a variety of mortgage loan options, credit calculators and other
interactive tools, and displaying competitive products in the market for various
types of loans; and
WHEREAS, GREENPOINT MORTGAGE FUNDING INC and E-LOAN wish to develop a
Strategic Alliance ("Alliance") with GREENPOINT MORTGAGE FUNDING INC for the
purpose of which will be to market GREENPOINT MORTGAGE FUNDING INC's Home Equity
loan products to visitors of E-LOAN's web site.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the Parties hereby agree as follows:
1. The Alliance.
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(a) E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC's various
home equity programs and products to Internet users. The Alliance
shall include a comprehensive marketing plan designed, executed,
and paid for by E-LOAN, that will attract visitors to E-LOAN's
web site ("Customers") for the purpose of obtaining home equity
loans from GREENPOINT MORTGAGE FUNDING INC and other second
mortgage companies. In addition, E-LOAN will advise Customers
regarding the various mortgage programs and products that
GREENPOINT MORTGAGE FUNDING INC offers and match Customers with
specific GREENPOINT MORTGAGE FUNDING INC mortgage products.
E-LOAN will then engage Customers in on-line pre-qualification
interviews and help Customers complete an on-line preliminary
application form for GREENPOINT MORTGAGE FUNDING INC mortgage
products. As part of the Program, E-LOAN will transfer all
completed preliminary applications to GREENPOINT MORTGAGE FUNDING
INC for further processing.
(b) E-LOAN will develop a program that will offer its Customers that
close a loan during the term of this Agreement the option to be
contacted by GREENPOINT MORTGAGE FUNDING INC regarding home
equity loan programs. E-LOAN will be responsible for contacting
its Customers about this offer and forwarding to GREENPOINT
MORTGAGE FUNDING INC its Customers who wish to be contacted by
GREENPOINT MORTGAGE FUNDING INC. GREENPOINT MORTGAGE FUNDING INC
will be responsible for contacting E-LOAN's Customers, who have
agreed to be contacted and counsel those Customers about
GREENPOINT MORTGAGE FUNDING INC's various home equity loan
programs. GREENPOINT MORTGAGE FUNDING INC will be the exclusive
partner of E-LOAN for this program.
(c) E-LOAN will develop and execute a Direct Mail Marketing Program
("Direct Mail Marketing Program") that will target previous
Customer's of E-LOAN, via e-mail, and offer those Customer's
GREENPOINT MORTGAGE FUNDING INC home equity loan products. E-LOAN
will have creative control over this Program and will execute the
Direct Mail Marketing Program no later than September 29, 1999.
For the fee set forth in Section 2 (b), E-LOAN will send no less
than 2,800 e-mails to its Customers and all responses will be
automatically transmitted to GREENPOINT MORTGAGE FUNDING INC for
follow-up.
(d) E-LOAN will send a minimum of [*] qualified home equity loan
leads ("Minimum Guarantee") to GREENPOINT MORTGAGE FUNDING INC
during the term of this Agreement. In the event that E-LOAN does
not deliver the Minimum Guarantee to GREENPOINT MORTGAGE FUNDING
INC, E-LOAN will extend the term of this Agreement until the
Minimum Guarantee is met, but for no more than six months. In the
event that E-LOAN exceeds the Minimum Guarantee during the term
of this Agreement, the Agreement will be automatically terminated
unless both parties mutually agree to extend this Agreement.
E-LOAN estimates that it will send 4,800 qualified leads to
GREENPOINT MORTGAGE FUNDING INC in the first year of this
Agreement and 9,600 qualified leads in the second year of this
Agreement.
(e) Although E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC to
its Customers as required by the Program: (i) E-LOAN shall not be
required to, and shall not, endorse GREENPOINT MORTGAGE FUNDING
INC, in any communications under the Alliance that are targeted
to Customers; (ii) E-LOAN shall not be required to recommend
GREENPOINT MORTGAGE FUNDING INC as a home equity loan provider
and (iii) E-LOAN shall not be required to, and shall not as part
of the Alliance, provide advice, counseling or assistance to
Customers in connection with any particular home equity loan, for
which they have applied to GREENPOINT MORTGAGE FUNDING INC.
2. Compensation.
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(a) Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC
shall pay a fee to E-Loan ("Set-Up Fee") for the creation and
costs incurred to launch the Sections 1(a) and 1(b) of the
Alliance. The amount of the Set-Up Fee shall be [*]. The Set-Up
Fee is a one-time, non-refundable fee payable to E-LOAN no more
than thirty (30) days following the Effective Date of this
Agreement.
(b) Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC
shall pay a fee to E-LOAN ("Direct Mail Marketing Fee") for the
creation and execution of the Direct Mail Program described in
Section 1 (c) of this Agreement. The amount of the Direct Mail
Marketing Fee shall be [*] and is and payable thirty days after
the execution and completion of the Direct Mail Program.
(c) Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC
shall pay a fee to E-Loan ("Quarterly Maintenance Fee") for the
costs incurred to maintain the Alliance. The amount of the
Quarterly Maintenance Fee shall be [*].
(d) Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC
shall pay a fee to E-LOAN ("Quarterly Marketing Fee") for the
marketing provided under the Alliance. The amount of the
Quarterly Marketing Fee shall be [*] per quarter for the first
year of this Agreement and [*] per quarter for the second year of
this Agreement. Should E-LOAN deliver the Minimum Guarantee prior
to the end of the term of this Agreement, all Quarterly Fees
contained in this Agreement shall be due and payable to E-LOAN
within thirty (30) days of such event.
(e) All Quarterly Marketing Fees and Quarterly Maintenance Fees shall
be paid within thirty (30) days following the end of each
quarter. The Parties each acknowledge and agree that the these
fees reflects the reasonable and fair market value of the goods
and services to be provided by E-LOAN under the Alliance, without
regard to the value or volume of home equity loans that may be
attributable to the Alliance.
(f) Compensation under this Agreement will be subject to change by
mutual agreement of the parties, to the extent necessary to
comply with federal and state laws and regulations, including the
Real Estate Settlement Procedures Act (RESPA). If, in the
reasonable discretion of either party, the compensation
arrangements fail to comply with any applicable law, or either
party is advised by counsel or a regulatory body with
jurisdiction over its activities to terminate or modify the
Agreement or compensation arrangements to achieve compliance, the
other party shall cooperate to the extent necessary to achieve
compliance, including, but not limited to executing any
appropriate amendments to the Agreement.
(g) If any regulatory authority with jurisdiction over the parties
determines that the compensation paid in consideration of the
activities conducted hereunder violates or would violate any
applicable law or rule, the parties agree that appropriate
adjustments (including retroactive adjustments) will be made to
vitiate the effect of such violation.
3. Term and Termination.
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(a) Initial and Renewal terms. The term of this Agreement shall be
for a period of two (2) years commencing on its Effective Date
unless earlier terminated in accordance with the provisions of
this Agreement.
(b) Events of Default. Notwithstanding anything to the contrary in
this Agreement, either party may terminate this Agreement at any
time, in the following situations ("Events of Default"):
(1) a material breach of this Agreement by the other party which
remains uncured after thirty (30) days' written notice
thereof;
(2) a party makes a general assignment for the benefit of
creditors, or files a voluntary petition in bankruptcy or
for reorganization or arrangement under the bankruptcy laws,
or a petition in bankruptcy is filed against a party and is
not dismissed within sixty (60) days after filing, or a
receiver or trustee is appointed for all or any part of the
property or assets of a party.
(c) Rights and Obligations Following Termination. Upon termination of
this Agreement, as provided herein: (i) GREENPOINT MORTGAGE
FUNDING INC shall continue to process, in due course, any home
equity loan applications submitted by E-LOAN's customers prior to
termination of this Agreement and (ii) GREENPOINT MORTGAGE
FUNDING INC's obligation to pay any then due Quarterly Marketing
Fee will be prorated as of the date of termination. In addition,
Sections 5 through 9 and 11 through 21 will survive termination
of this Agreement for any reason.
4. Preferred Provider. GREENPOINT MORTGAGE FUNDING INC shall be the preferred
provider of E-LOAN for home equity lines of credit.
5. Reporting. Within fifteen (15) days after the last day of each calendar
month, GREENPOINT MORTGAGE FUNDING INC will provide E-LOAN with a monthly
report containing the amount of approved, closed and declined loans sent by
E-LOAN to GREENPOINT MORTGAGE FUNDING INC. In addition, GREENPOINT MORTGAGE
FUNDING INC will provide E-LOAN with a report of funded loans that will
include the volume of loans funded and the number of closed loans.
6. Relationship. The relationship between GREENPOINT MORTGAGE FUNDING INC and
E-LOAN shall be that of independent contractors and neither party shall be
or represent itself to be an agent, employee, partner or joint venture of
the other, nor shall either party have or represent itself to have any
power or authority to act for, bind or commit the other.
7. Severability. If any provision of this Agreement should be invalid, illegal
or in conflict with any applicable state or federal law or regulation, such
law or regulation shall control, to the extent of such conflict, without
affecting the remaining provisions of this Agreement. This Agreement shall
be deemed to be severable and, if any provision is determined to be void or
unenforceable, than that provision will be deemed severed and the remainder
of the Agreement will remain in effect.
8. Representations and Warranties.
(a) GREENPOINT MORTGAGE FUNDING INC's Authority/Legal Actions. GREENPOINT
MORTGAGE FUNDING INC is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York with full
corporate power and authority to transact any and all business
contemplated by this Agreement and it possesses all requisite
authority, power, license, permits and franchises to conduct its
business as presently conducted. Its execution, delivery and
compliance with its obligations under the terms of this Agreement are
not prohibited or restricted by any government agency. There is no
claim, action, suit, proceeding or investigation pending or, to the
best of GREENPOINT MORTGAGE FUNDING INC's knowledge, threatened
against it or against any of it s principal officers, directors or key
employees, which, either in any one instance or in the aggregate, may
result in and adverse change in the business, operations, financial
condition, properties or assets of GREENPOINT MORTGAGE FUNDING INC, or
in any impairment of the right or ability of GREENPOINT MORTGAGE
FUNDING INC to carry on its business substantially as now conducted
through its existing management group, or in any material liability on
the party of GREENPOINT MORTGAGE FUNDING INC, or which would draw into
question the validity of this Agreement. The GREENPOINT MORTGAGE
FUNDING INC Marks (as defined below) licensed hereunder, do not and
will not infringe on the patent, copyright, trademark, trade name or
other proprietary right of any third party.
(b) E-LOAN's Authority/Legal Actions. E-LOAN is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware with full corporate power and authority to transact
any and all business contemplated by this Agreement and it possesses
all requisite authority, power, license, permits and franchises to
conduct its business as presently conducted. Its execution, delivery
and compliance with its obligations under the terms of this Agreement
are not prohibited or restricted by any government agency. There is no
claim, action, suit, proceeding or investigation pending or, to the
best of E-LOAN's knowledge, threatened against it or against any of it
s principal officers, directors or key employees, which, either in any
one instance or in the aggregate, may result in and adverse change in
the business, operations, financial condition, properties or assets of
E-LOAN, or in any impairment of the right or ability of E-LOAN to
carry on its business substantially as now conducted through its
existing management group, or in any material liability on the party
of E-LOAN, or which would draw into question the validity of this
Agreement. The information and content on the E-LOAN Website (other
than information supplied by GREENPOINT MORTGAGE FUNDING INC), and the
E-LOAN Marks (as defined below) licensed hereunder, do not and will
not infringe on the patent, copyright, trademark, trade name or other
proprietary right of any third party.
(c) E-LOAN's Compliance. E-LOAN web site format, information, content and
the marketing and use thereof by E-LOAN shall be in full compliance
with all applicable federal and state laws and this Agreement. E-LOAN
has obtained, or will have obtained in connection with the
transactions contemplated by this Agreement, all necessary federal and
state approvals in connection with operation and ownership of its web
site and the content thereof and will make the necessary changes to
its website to reflect this Agreement and insure accurate
representation.. The Privacy notices and Privacy Policies of E-LOAN's
web site shall be consistent with the Federal Trade Commission's
procedure or rules, and comply with acceptable trade practices.
(d) Execution/Conflict with Existing Laws or Contracts. The parties have
taken all necessary action to authorize their respective execution,
delivery and performance of this Agreement. The execution and delivery
of this Agreement and the performance of the obligations of the
respective parties hereunder will not (i) conflict with or violate the
Certificate of Incorporation or By-laws of either party, or any
provision of any law or regulation or any decree, demand or order to
which either part is subject, or (ii) conflict with or result in a
breach of or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under any of the
terms, conditions or provisions of any agreement or instrument to
which either party is a party or by which it is bound, or any order or
decree applicable to either party, or result in the creation or
imposition of any lien on any of their assets or property.
9. Indemnification/Hold Harmless.
(a) GREENPOINT MORTGAGE FUNDING INC agrees to indemnify, defend and hold
E-LOAN harmless from and against any and all claims, suits, actions,
liability, losses, expenses or damages which may hereafter arise,
which E-LOAN, its affiliates, directors, officers, agents or employees
may sustain due to or arising out of any misrepresentation, negligent
act or omission by GREENPOINT MORTGAGE FUNDING INC, its affiliates,
officers, agents, representatives or employees or out of any act by
GREENPOINT MORTGAGE FUNDING INC, its affiliates, officers, agents,
representatives or employees in violation of this Agreement or in
violation of any applicable law or regulation. Provided, however, the
above indemnification shall not provide coverage for (a) any claim,
suit or action, liability or loss, expense or damage that resulted
from E-LOAN's negligent act or omission that is attributable to a
breach by E-LOAN of any of its representations, warranties or
obligations under this Agreement, or (b) the amount by which any cost,
fee, expense or loss associated with any of the foregoing were
increased as a result of an act or omission on the part of E-LOAN. As
a condition of the foregoing indemnity obligation, E-LOAN agrees to
give GREENPOINT MORTGAGE FUNDING INC reasonably prompt notice of any
third party claim which may be indemnified, cooperation and, at
GREENPOINT MORTGAGE FUNDING INC's sole cost and expense, sole control
of the defense and settlement of such claim. This provision shall
survive termination of the Agreement.
(b) E-LOAN agrees to indemnify, defend and hold GREENPOINT MORTGAGE
FUNDING INC harmless from and against any and all claims, suits,
actions, liability, losses, expenses or damages which may hereafter
arise, which GREENPOINT MORTGAGE FUNDING INC, its affiliates,
directors, officers, agents or employees may sustain due to or arising
out of any misrepresentation, negligent act or omission by E-LOAN, its
affiliates, officers, agents, representatives or employees or out of
any act by E-LOAN, its affiliates, officers, agents, representatives
or employees in violation of this Agreement or in violation of any
applicable law or regulation. Provided, however, the above
indemnification shall not provide coverage for (a) any claim, suit or
action, liability or loss, expense or damage that resulted from a
negligent act or omission of GREENPOINT MORTGAGE FUNDING INC or that
is attributable to a breach by GREENPOINT MORTGAGE FUNDING INC of any
of its representations, warranties or obligations pursuant to this
Agreement, or (b) the amount by which any cost, fee, expense or loss
associated with any of the foregoing were increased as a result of an
act or omission on the part of GREENPOINT MORTGAGE FUNDING INC. As a
condition of the foregoing indemnity obligation, GREENPOINT MORTGAGE
FUNDING INC agrees to give E-LOAN reasonably prompt notice of any
third party claim which may be indemnified, cooperation and, at
E-LOAN's sole cost and expense, sole control of the defense and
settlement of such claim. This provision shall survive termination of
the Agreement.
(c) Notice of Claims. Each party shall promptly notify the other in
writing of any and all litigation or claims in connection pertaining
to the subject matter of this Agreement as to which indemnification is
or is expected to be sought from the other party. When a claim for
indemnification against loss is made or expected to be made, the
indemnifying party shall control the defense of the claim of loss
and/or settlement, provided, however, that no final settlement of any
action or claim as to which there is an obligation of indemnification
may be made without the consent of the indemnitee.
10. Capitalized Terms. Capitalized terms used herein shall have the meanings
set forth herein.
11. Trademark Licenses.
(a) During the Term and subject to this Agreement, E-LOAN hereby grants to
GREENPOINT MORTGAGE FUNDING INC a non-exclusive, royalty-free,
worldwide license to reproduce, display, distribute, create derivative
works from, publicly perform, publicly and digitally perform E-LOAN's
Marks (as defined below) in connection with links to or from or in
conjunction with GREENPOINT MORTGAGE FUNDING INC's Web site. As used
herein, E-LOAN's Marks are E-LOAN, ELOAN, E-TRACK, E-LOAN LTD., and
X-XXXX.xxx. GREENPOINT MORTGAGE FUNDING INC may not use the E-LOAN
Marks, including its service marks, trade names, logos, or other
commercial or product designation for any other purpose whatsoever
without the prior written consent of E-LOAN.
(b) During the Term and subject to this Agreement, GREENPOINT MORTGAGE
FUNDING INC hereby grants to E-LOAN a non-exclusive, royalty-free,
worldwide license to reproduce, display, distribute, create derivative
works of, publicly perform, publicly and digitally perform GREENPOINT
MORTGAGE FUNDING INC's Marks (as defined below) in connection with
links to or from or in conjunction with the E-LOAN Web site and in any
presentations materials, both public and private, used by E-LOAN. As
used herein, the GREENPOINT MORTGAGE FUNDING INC Marks are GREENPOINT
MORTGAGE FUNDING INC and GPFC. E-LOAN may not use the GREENPOINT
MORTGAGE FUNDING INC Marks, including GREENPOINT MORTGAGE FUNDING
INC's service marks, trade names, logos, or other commercial or
product designation for any other purpose whatsoever without the prior
written consent of GREENPOINT MORTGAGE FUNDING INC.
12. Confidential Information. Each party recognizes that during the term of
this Agreement, its directors, officers, employees and authorized
representatives such as attorneys and accountants, may obtain knowledge of
trade secrets, customer lists, membership lists and other confidential
information of the other party which is valuable, proprietary, special or
unique to the continued business of that party, which information is
initially delivered in written form including electronic form or is
summarized and delivered in writing within thirty (30) days after initial
delivery in non-written form, and which writing is marked "Confidential" or
in a similar nature to indicate its nonpublic and proprietary nature
("Confidential Information"). However, Confidential Information does not
include information that is or (i) becomes available to the general public
other than through a breach by the recipient party, (ii) already known to
the recipient party as of the time of communication to the recipient party,
(iii) developed by the recipient party independently of and without
reference to information communicated by the other party, or (iv)
rightfully received by the recipient party from a third party which third
party is not under a legal duty of confidentiality with respect to such
information. Accordingly, each party as a recipient of the other's
Confidential Information agrees to hold the Confidential Information of the
communicating party and the terms and conditions of this Agreement in
confidence and to use diligent efforts to ensure that the communicating
party's Confidential Information the terms hereof are held in confidence by
it officers, directors, employees, representatives and others over whom it
exercises control. Upon discovering any unauthorized disclosure of the
communicating party's Confidential Information or the terms of this
Agreement, the recipient party will use diligent efforts to recover such
information and to prevent its further disclosure to additional third
parties. The recipient party will promptly notify the communicating party
in writing of any such authorized disclosure of the communicating party's
Confidential Information by the recipient party or its personnel. The
parties' obligations under this paragraph will survive for a period of
three (3) years following the expiration or earlier termination of this
Agreement.
13. Privacy. GREENPOINT MORTGAGE FUNDING INC agrees that its privacy policy
applicable to this Agreement are at least as stringent as E-LOAN's privacy
policy, as may change from time to time. GREENPOINT MORTGAGE FUNDING INC
further agrees to cooperate with E-LOAN, or its third party contractors, in
reviewing and auditing E-LOAN's privacy policy.
14. Press Releases. Within thirty (30) days of the Effective Date, a joint
press release will be issued announcing the relationship created by this
Agreement, subject to the prior review and approval of the other party.
Except as set forth in this Agreement, E-LOAN or GREENPOINT MORTGAGE
FUNDING INC shall not issue or permit the issuance of any press release or
publicity regarding, or grant any interview, or make any public statements
whatsoever concerning, this Agreement without prior coordination with and
written approval from the other party, which approval may be granted or
withheld for any reason. Notwithstanding the foregoing, either party may
make such public disclosure as its legal counsel in good xxxxx xxxxx
required by applicable law or any listing organization concerning its
publicly traded securities, in which case the disclosing party will give
the other party reasonable advance notice of such disclosure.
Notwithstanding the foregoing, Content Partner shall not state or imply, in
advertisements, writings, or otherwise, that E-LOAN endorse GREENPOINT
MORTGAGE FUNDING INC's products or services or any other product or
service.
15. Notices. All notices required or permitted by this Agreement shall be in
writing and shall be given by certified mail, return receipt requested or
by reputable overnight courier with package tracing capability and shall be
sent to the address at the head of this Agreement or such other address
that a party specifies in writing in accordance with this section.
16. Disclaimer Concerning Tax Effects. Neither party to this Agreement makes
any representation or warranty to the other regarding the effect that this
Agreement and the consummation of the transactions contemplated hereby may
have upon the foreign, federal, state or local tax liability of the other.
17. Disclaimer of Warranties. Both parties provide all service hereunder "AS
IS" and without any warranty of any kind. Neither E-LOAN nor GREENPOINT
MORTGAGE FUNDING INC guarantees continuous or uninterrupted display or
distribution of any links contemplated hereunder, or continuous or
uninterrupted operation of their respective Websites. In the event of
interruption of display or distribution of E-LOAN's or GREENPOINT MORTGAGE
FUNDING INC's links or the parties' Websites (or any portion thereof0, the
parties' sole obligation to each other shall be to restore service as soon
as practical. In no event will either party be liable for consequential,
punitive, special or indirect damages in connection with this Agreement or
the obligations contemplated hereby even if they are advised of the
possibility of such damages.
18. Amendments. The terms and conditions of this Agreement may not be modified
or amended other than by a writing signed by both parties.
19. Assignment/Binding Nature. Neither party may assign, voluntarily, by
operation of law, or otherwise, any rights, or delegate any duties under
this Agreement to any party that is not an affiliate of itself as of the
Effective Date, without the other party's prior written consent, except
that either party may assign this Agreement or any of its rights or
obligations arising hereunder to the surviving entity in a merger,
acquisition, reorganization or consolidation in which it participates, or
to a purchaser of substantially all of its assets; providing that the
assigning party will give reasonable written notice to the non-assigning
party in advance of such merger, acquisition or other assignment and that
the surviving entity is not a competitor to the non-assigning party. E-LOAN
acknowledges and approves pg GREENPOINT MORTGAGE FUNDING INC's imminent
assignment of this Agreement to Greenpoint Mortgage, Inc.. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties.
20. Entire Agreement. This Agreement and any Exhibits attached hereto
constitute the entire Agreement between the Parties and supersede all oral
and written negotiations of the Parties with respect to the subject matter
hereof.
21. Limitation of Liability. EXCEPT FOR THE PARTIES' RESPECTIVE OBLIGATIONS
UNDER SECTIONS 8 AND 11 HEREOF, IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR ANY SPECIAL INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES,WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, (AND) WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
22. Governing Law. This Agreement shall be subject to and construed under the
laws of the State of California, without giving effect to its conflicts of
laws principles. Both parties agree to submit to jurisdiction in
California, and further agree that any cause of action arising under this
Agreement may be brought in a court in Santa Xxxxx County, California.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
the day and year first above written.
E-LOAN, Inc. Headlands Mortgage Company
By: /s/ Xxxxxx X. Xxxxxxx By: /s/Xxxxx X. Xxxx
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Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxx
Title: Vice President Title: President
