EXHIBIT 10.24
AGREEMENT
For The Provision of
Financial and Other
Products and Services
This Agreement (the "Agreement") is entered into this 15th day of March 1999, by
and between Pace Financial Network(sm), L.L.C., PFN Insurance Agency(sm),
L.L.C., PFN Mortgage Services(sm), L.L.C., PFN Consumer Credit(sm), L.L.C., PFN
Investment Management(sm), L.L.C., PFN Financial(sm), L.L.C., all Delaware
limited liability companies, and their subsidiaries (collectively referred to as
"PFN(R)"), and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., (herein referred to as the "Distribution
Partner").
WITNESSETH:
WHEREAS, PFN(R) has established a network to provide financial and other
products and services to the sponsors, friends, members, customers, employees,
donors, and supporters (collectively, the "Supporters") of associations,
businesses, organizations, affinity groups, schools, and other entities
(collectively, the "Distribution Partners"), and
WHEREAS, PFN and the Distribution Partner desire to offer such products and
services to the Supporters of the Distribution Partner,
WHEREAS, PFN and the Distribution Partner acknowledge that the distribution of
certain products or services may require the involvement of an appropriately
licensed person or entity, including, but not limited to, an insurance agency, a
mortgage broker, and/or a registered broker/dealer (each a "Qualified Entity"),
WHEREAS, PFN has established, or will establish, the appropriate affiliated
entities to serve as Qualified Entities, as necessary,
WHEREAS, the Distribution Partner may have established, or may establish in the
future, the appropriate affiliated entities to serve as Qualified Entities, as
necessary, and
WHEREAS, the products or services covered by this Agreement, as appropriate,
will be distributed by the appropriate Qualified Entities, as governed by the
applicable laws and regulations,
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and conditions set forth herein, the parties hereto agree as follows:
1. Marketing Plan. PFN will market various products and services to the
customers of the Distribution Partner in accordance with a Marketing Plan
that shall be developed and agreed upon jointly by both parties. This
Agreement shall not be valid until all parties have agreed upon the
Marketing Plan, which, shall then be made a part of this Agreement. The
Distribution Partner agrees to use its best efforts to assist PFN in its
efforts to market its products and services to the Distribution Partner's
Supporters in accordance with the Marketing Plan. It is understood,
however, that the Distribution Partner will not market any specific
product or service offered by PFN, unless it is specifically authorized
to do so by PFN and (a) the Distribution Partner is an appropriate
Qualified Entity, or (b) the Distribution Partner is appropriately
affiliated with an appropriate Qualified Entity, or (c) no licensing is
required.
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2. Products, Services, and other Considerations. PFN will provide, or
intends to provide, to the Supporters of the Distribution Partner the
products, services, and such other consideration as described in
Addendum A attached to this Agreement and made a part hereof. The
Distribution Partner shall have the right, upon written notice to PFN, to
direct PFN not to market a particular product or service described in
Addendum A to the Distribution Partner's Supporters; provided, however,
that this right of rejection shall not apply to any product or service
which PFN has already been marketing to the Distribution Partner's
Supporters for more than 60 days.
3. Compensation.
a. Sales. For products and services for which: (a) the Distribution
Partner is an appropriate Qualified Entity, or (b) the Distribution
Partner is appropriately affiliated with an appropriate Qualified
Entity, or (c) no licensing is required, PFN will pay the Distribution
Partner an amount equal to twenty percent (20%) of all commissions and
fees received by PFN from the providers of the financial products and
services sold to the Distribution Partner's Supporters. The foregoing
shall not apply to charitable remainder trusts, gift annuities, or
other planned giving products or services that result in donations,
revenues, or planned gifts to the Distribution Partner.
b. Services. For products and services for which licensing is required
and for which the Distribution Partner is not an appropriate Qualified
Entity or is not appropriately affiliated with an appropriate
Qualified Entity, PFN will pay the Distribution Partner the fair
market value of the various advertising, promotional, consultation,
and support services that the Distribution Partner provides PFN with
respect to such products and services being marketed by PFN under this
Agreement. The fee obligations for services under this subsection
shall commence on the first day of the calendar month following the
effective date of this Agreement. For each month until the completion
of a full calendar quarter, PFN will attribute an initial fee of $500
per month, as the fair market value of services under this subsection.
Within thirty (30) days following the end of each full calendar
quarter, PFN will review and evaluate the level of services provided
by the Distribution Partner. The fee for the next calendar quarter
will be adjusted, where appropriate, to reflect the fair market value
of the services being provided by the Distribution Partner; provided,
however, that the amount paid for such services shall not exceed an
amount equal to twenty percent (20%) of all commissions and fees
received by PFN during the applicable period from the providers of the
financial products and services sold to the Distribution Partner's
Supporters. The foregoing shall not apply to charitable remainder
trusts, gift annuities, or other planned giving products or services
that result in donations, revenues, or planned gifts to the
Distribution Partner.
c. Payment. Payments due to the Distribution Partner from PFN under this
Agreement will be remitted to the Distribution Partner quarterly
within thirty (30) days following the end of each calendar quarter for
the prior calendar quarter's sales or services. For products and
services for which: (a) the Distribution Partner is an appropriate
Qualified Entity, or (b) the Distribution Partner is appropriately
affiliated with an appropriate Qualified Entity, or (c) no licensing
is required, the sale will be deemed to have occurred, and thereby
creating the obligation for PFN to pay the Distribution Partner, in
the calendar quarter in which PFN receives
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payment from the issuer or provider of the product or service that
was sold.
4. Applicability of Law and Regulation. It is understood that certain of the
products or services that PFN will provide, or intends to provide, as
well as the people and the Qualified Entities involved in their
distribution, are subject to various State and Federal laws and
regulations. Nothing in this Agreement shall be construed in any way to
be inconsistent with, or violate, the applicable laws and regulations,
and all parties to this Agreement agree to conduct all activities under
this Agreement in conformance with the applicable laws and regulations,
some of the provisions of which are included in the Marketing Plan.
5. Limitation to Products and Services for Which PFN Receives Fees. It is
understood that many of the products and services that PFN is offering,
or will offer, are subject to various State or Federal regulation or
licensing. Therefore, there may be situations in which PFN is not yet
authorized to sell a particular product or service to a potential
Supporter in a particular State. In order to provide the highest levels
of customer service, PFN will attempt, where practical, in these
situations to direct these potential Supporters to authorized suppliers,
and PFN will forego any fees or commissions which it is not authorized or
otherwise approved to receive. Hence, nothing in this Agreement or in the
attached Addenda shall be construed as requiring PFN to pay the
Distribution Partner any fees of any kind related in any way to the sale
of products or services for which PFN is not appropriately authorized or
licensed, or for which PFN does not itself receive any fees or
commissions.
6. Supporter Selection of Affinity Relationship. It is understood that
there may be Supporters of the Distribution Partner who are also: (a)
Supporters of other Distribution Partners that are affiliated with PFN;
or (b) members of the public who access PFN for its products and
services. Each person who accesses PFN has the right to select the
affinity relationship with which he or she shall be associated when
purchasing a product or service. Supporters of the Distribution Partner
must indicate their affinity relationship with the Distribution Partner
either explicitly (e.g., in discussions with a customer service
representative or in an indication on a printed form) or implicitly
(e.g., by calling a specially designated telephone number or accessing a
specially designated Web page). Compensation will be paid under this
Agreement to the Distribution Partner only for those Supporters who have
either explicitly or implicitly indicated an affinity relationship with
that Distribution Partner.
7. Duration. This Agreement shall remain in effect for a period of three
(3) years from the effective date hereof.
The Distribution Partner shall have the unilateral right to renew this
Agreement for two successive one-year renewal periods. To obtain each
one-year extension, the Distribution Partner must so notify PFN in
writing sixty (60) days before the effective date of the extension.
The Distribution Partner shall have the unilateral right to renew this
Agreement for additional one year periods beyond the two one-year renewal
periods set forth in the preceding paragraph by notifying PFN in writing
sixty (60) days prior to the expiration of the second one year period,
and thereafter by providing such notice sixty (60) days prior to the
expiration of each one year term. However, if the Distribution Partner
receives written notice of PFN's determination not to renew this
Agreement one hundred eighty (180) days prior to the expiration of the
second one year renewal period or one hundred eighty (180) days prior to
any
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subsequent renewal period, then the Distribution Partner may not renew
this Agreement for the upcoming one year period in question.
8. Notices. Any notices, demands, or other communications which under the
terms of this Agreement or under any statute must or may be given or
made by any party shall be in writing and to the respective parties as
follows:
To: Pace Financial Network To: ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Executive Vice President
Either party may change the notice address or addressee by giving notice
thereof to the other party. Notices may be given by first class U.S.
mail (postage prepaid, registered and with return receipt requested),
nationally recognized express courier, confirmed facsimile, personally,
or by hand. Notices shall be deemed to have been given on the date of
delivery when delivered personally or by facsimile, on receipt if
delivered by express courier or by hand, and three (3) days after
delivery to the United States Postal Service, if mailed.
9. Governing Law. The laws of the State of Delaware will govern this
Agreement.
10. Disputes. Any and all disputes under this agreement shall be resolved
by binding arbitration according to the rules of the American
Arbitration Association according to the laws of the State of Delaware.
When any party to this Agreement has a grievance, it shall first make a
good faith effort to resolve the dispute with the other party or
parties. Having failed to resolve its dispute to its satisfaction, the
aggrieved party shall notify in writing the other party or parties
thereof. The aggrieved party shall then have ninety (90) days to
initiate an arbitration action hereunder, otherwise it shall be deemed
to have waived its position and grievance.
11. No Other Relatlonship Between the Parties. Nothing contained herein
shall be construed as creating or implying a legal relationship of
partner, agent, or employee between PFN and the Distribution Partner.
12. Severability. It is the intent of the parties that this Agreement
shall be interpreted in a manner that makes the entire Agreement
effective and valid under applicable law. If, however, one or more of
the provisions of this Agreement is held to be invalid, unenforceable,
or unlawful, in any respect, then that provision shall be held to be
ineffective to the extent, and only to the extent, of that invalidity,
unenforceability, or unlawful aspect without invalidating either the
remainder of that provision, or the other provisions of this Agreement,
unless such a construction would be impossible.
13. Entire Agreement. This Agreement and all attachments hereto, including
the above-referenced Marketing Plan, constitute the entire agreement
between the parties and supersede any prior or contemporaneous oral or
written representations with regard to the subject matter hereof. This
Agreement may not be modified except by a written agreement signed by
both parties.
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IN WITNESS THEREOF, the parties have caused this Agreement to be executed as of
the day and year first set forth.
Distribution Partner Name:
Pace Financial Network(SM), L.L.C. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Signature)
PFN Insurance Agency(SM), L.L.C. ▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Print Name)
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President Executive Vice President
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(Title)
PFN Mortgage Services(SM), L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
PFN Consumer Credit(SM), L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
PFN Investment Management(SM), L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
PFN Financial(SM), L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
General Distribution Partner Page 5 of 6 GDP-2.0 9/22/98