Exhibit 10.9
Portal Technology and Software Agreement
This AGREEMENT, entered into this 3rd day of January, 2000 by and between
Xxxx.xxx, Ltd. (hereinafter referred to as "UBUY") and Express Financial
Corporation ("EFC").
WHEREAS, UBUY has developed a proprietary Internet Portal technology and
software that can be customized for different industries and customers
(hereinafter referred to as the "Portal").
WHEREAS, EFC is a mortgage banker that provides mortgages to consumers and
businesses.
WHEREAS, UBUY and EFC have executed a "Mortgage Lead Portal Marketing
Agreement", that provides UBUY the ability to offer the EFC mortgage products
and services to UBUY members.
WHEREAS, EFC wishes UBUY to customize its Portal into a Financial Portal,
which one component of the Financial Portal will offer EFC products and
services, through the "Mortgage Lead Portal Marketing Agreement" executed
between UBUY and EFC.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. DUTIES OF UBUY
a. UBUY will provide its Portal and customize it for EFC.
2. DUTIES OF EFC
a. In consideration for the services to be rendered by UBUY
hereunder, EFC shall pay the sum of $66,666.67 per month to UBUY, due and
payable on the first day of each month, over the term of this agreement, unless
terminated earlier according to the terms and conditions outlined in section 3
of this Agreement.
3. TERM AND TERMINATION. The term of this Agreement is for three (3) years
and shall automatically renew on a yearly basis, unless EFC or UBUY provides the
other party with written notice within ninety (90) days of the annual
anniversary of this Agreement.
a. Either party shall have the right to terminate this Agreement,
without cause, by providing the other party ninety (90) days written notice.
b. Either party shall have the right to terminate this Agreement, if
other party is in material breach of this Agreement and fails after thirty (30)
days written notice to cure any such breach.
c. In the event either party wishes to exercise its right to
terminate this agreement pursuant to this paragraph, notice to terminate must be
made pursuant to section 6 of this Agreement.
4. PORTAL MAINTENANCE AND SUPPORT. The ongoing support and maintenance of
the Portal will be provided by UBUY.
5. PROPRIETARY INTERESTS. EFC agrees that the Portal is the property of
UBUY and is being customized for EFC.
6. ENTIRE AGREEMENT. This Agreement represents the entire understanding of
the parties with respect to its subject matter and supersedes all previous
discussion and correspondence with respect thereto, and no representations,
warranties or Agreement, express or implied, of any kind with respect to such
subject matter have been made by either party to the other.
7. NOTICES. Any notice to be given to EFC and UBUY shall be in writing and
shall be deemed to have been given on the same day as mailed by certified mail,
postage prepaid, return receipt requested, addressed to the respective parties
as follows, unless and until either party notifies the other in writing of a
different address:
IF TO UBUY: Xxxx.xxx, Ltd.
000 Xxxx Xxxxxxxx Ave, SEFCe 400
Xxxxxx Xxxxx, XX 00000
IF TO EFC: Express Financial Corporation
0000 X. Xxxxxxx Xxxxxxx
The Atrium Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
8. GOVERNING LAW. Disagreement and all questions as to interpretations,
performance and enforcement and the rights and remedies of the parties hereunder
shall be determined in accordance with the laws of the State of Florida. Should
any provision contained in this Agreement violate the laws of any State in which
this Agreement is to be performed, that provision shall be deemed void to the
extent it is so violated without invalidating any other provision contained
herein. Parties mutually and knowingly agree that any sEFC arising out of or
relating this Agreement shall be filed and adjudicated by a court in Broward
County, in the State of Florida.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement the
day and year first above written.
Witness Xxxx.xxx, Ltd.
___________________________ By:_________________________________
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____________________________________
Name & Title (Print)
Witness Express Financial Corporation
___________________________ By:_________________________________
____________________________________
Name & Title (Print)
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