Exhibit 10.6
NONEXCLUSIVE
JOINT MARKETING AND LICENSE AGREEMENT
This Agreement is made and entered into as of November 22, 1996 (the
"Effective Date") by and between Insurance Information Exchange, LLC., a
Delaware limited liability corporation with offices in College Station, Texas
("iiX") and InsWeb Corporation, a Delaware corporation with offices in San
Mateo, California ("InsWeb").
WHEREAS, the parties hereto agree that it is in their mutual best interests
to cooperate according to the terms of this Agreement in jointly developing and
offering Internet solutions to the insurance industry.
NOW THEREFORE, in consideration of the terms and conditions set forth
herein the parties agree as follows:
1. SCOPE OF RELATIONSHIP AND OBJECTIVES.
A. The parties will share their respective electronic website
interfaces and cooperate in developing total solutions for insurance companies,
consumers, agents and brokers.
B. This shall not be an exclusive agreement and the parties shall be
free to enter into the same or similar agreements with any third party; provided
however, where possible each party will grant "preferred vendor" status to the
other and will request services and products from the other party rather than a
third party.
C. Each company will introduce Property and Casualty insurance
accounts to the other company and will make clear that the active technology
ties between the two companies are an integral part of their respective
marketing efforts. However, each party recognizes that the ultimate decision
belongs to the customer, and that there will be instances where one of the
parties may find it necessary to cooperate with a competitor of the other party.
D. In general, InsWeb will be responsible for matters relating to
the interactions between consumers and Property and Casualty insurance
companies. iiX will be responsible for matters relating to the interaction
between consumers and agents, and between agents and Property and Casualty
insurance companies.
E. Areas of additional exploration will include the cross mirroring
of agent and company home pages where there is an advantage to the parties of
doing so, and jointly evaluating ways that both companies might benefit from
extending the relationship to the Life and Health side of the insurance
industry. In particular, both companies will evaluate the possibility of
cooperating in integrating case management facilities for Life and Health
companies.
F. The parties will license to each other the technologies listed
and described on EXHIBIT A attached hereto according to the terms set forth in
this Agreement.
G. Any programs, products or technologies including the manuals and
documentation related thereto, to be delivered from one party to the other
pursuant to this agreement shall be delivered via electronic means only.
2. TERM.
A. This Agreement shall commence as of the Effective Date and shall
remain in effect continuously for a period of five (5) years.
B. Termination - Either Party in its discretion may terminate this
Agreement by providing thirty (30) days written notice to the other in the event
of any of the following:
i. The commencement of any proceedings, whether under court
supervision or otherwise, for the liquidation of the other;
ii. The insolvency of the other;
iii. The making of any assignment for the benefit of creditors by
the other;
iv. The appointment of a receiver or similar officer for the
other;
v. The filing of a petition in bankruptcy by or against the
other under any bankruptcy or debtor's law for its relief or reorganization or
for the composition, extension, arrangement or readjustment of its obligations.
vi. Material breach of this Agreement by the other Party, which
if remediable, has not been corrected within sixty (60) calendar days after
written notice.
Upon termination each party shall promptly return to the other all copies of the
Software, including modified copies, if any and cease to display of any portion
of the Software on the Internet or any intranet. The Software may contain
blocks and/or time out programs to prevent use of the Software after termination
of this License.
3. RESPONSIBILITIES OF THE PARTIES.
A. Both InsWeb and iiX will have responsibilities for insurance
company customer development and both will initiate customer contacts.
B. InsWeb and iiX will work together to promptly and in good faith
develop predefined business process templates which will serve as the framework
for the customer contact process.
C. Joint sales presentations will be made based on the business
process template that the customer either prefers or is likely to prefer, with
the objective of better addressing customer needs.
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D. As part of the proposal for services to the customer, the general
contractor and subcontractor relationship responsibilities between InsWeb and
iiX will be defined for each customer or group or customers. These roles will
be interchangeable. The business process template will provide a recommended
definition of the relationship based on input provided by both InsWeb and iiX.
However, the customer's likely or stated preferences will be the determining
factor.
E. The customer proposal will include a pricing section developed by
InsWeb and iiX, which will cover the services provided and the proposed
transaction fees for both InsWeb and iiX products and services.
F. InsWeb will have primary responsibility for developing and
implementing the end user (consumer) interface.
G. iiX will have primary responsibility for providing rating
services (implementation and maintenance) and underwriting support services,
such as MVR's, claims, advanced rules-based underwriting tools, scoring, and
reference information which is beyond the customer screening filters provided by
InsWeb as part of the end user interface. InsWeb will recommend to its
customers the iiX rating services, and underlying services such as underwriting,
MVR's, claims services, and other information processing associated with agent
support services or the company's preferred business process. InsWeb may also
run an insurance company provided rating system or provide a custom rater that
will run on the InsWeb system. The preferred method will be to have InsWeb
recommend iiX's full rating services and rating maintenance to InsWeb's
customers.
H. InsWeb will be responsible for an insurance company's EDI
specification and support thereof where the business process template defines a
direct relationship between the consumer and the company.
I. iiX will be responsible for an insurance company's EDI
specification and support thereof where the business process template involves
an agency distribution channel process, or where the business process template
involves ongoing case management and other interactive and company data
interface processes.
J. iiX and InsWeb will cooperate in providing intranet
infrastructure services for those segments of the property and casualty market
where the business process template calls for it.
K. Each party shall promptly notify the other of any changes or
improvements made to the technology or data set forth on EXHIBIT A attached
hereto which is the subject of this Agreement and shall promptly supply the
other party free of charge with copies of the most recent version of such
technology or data.
L. InsWeb agrees that during the term of this Agreement it will,
subject to customer approval, refer to iiX all inquires from insurance agents
and brokers (but not MGA's) desiring to establish an interface with consumers on
the Internet; provided however, this shall not
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apply to insurance agencies or brokers who approach InsWeb for the purpose of
participating in an intranet.
4. LICENSE.
▇. ▇▇▇▇▇ OF LICENSE. In consideration of payment of the license
fees set forth herein, each party grants to the other for a period of five (5)
years following the Effective Date, a nonexclusive, nontransferable right to use
and display the programs, documentation and the related files, data and
materials described in EXHIBIT A (the "Software"), on a Internet server so that
authorized users of that server can access the Software and execute its programs
to obtain a desired result as part of an application, product or service offered
by the party on the Internet or on various intranets of such end users.
B. OWNERSHIP OF THE SOFTWARE. Each party retains title and
ownership of the Software which it owned prior to this Agreement recorded on
the original disk copy(ies) and all subsequent copies of the Software,
regardless of the form or media in, or on which, the original and other
copies may exist or who produced the copies. This Agreement is not a sale of
the original Software or any copy. This Software is copyrighted.
Unauthorized copying of the Software is expressly forbidden. Each party may
copy the Software in machine-readable form for system backup or disaster
recovery purposes only, and except as provided herein no other right to
reproduce or display the Software is granted. Each party agrees to comply
with, and not to bypass, any licensing or security controls which are a part
of the Software. Each party shall maintain on the Software and any copies
thereof all copyright notices of the other party or any third party as they
appear on the Software. No party shall modify, adapt, translate, reverse
engineer, decompile, disassemble, or create derivative works based on the
Software of the other party. Any authorized transferee of the Software shall
be bound by the terms find conditions of this Agreement. In no event shall a
party loan, transfer, distribute, assign, rent, lease, sell or otherwise
dispose of the Software of the other party to any third party, on a temporary
or permanent basis, except with written permission from the owning party. In
the event that the Software product to which this Agreement applies contains
any insurance rates, each party acknowledges that only those rates which are
authorized for use by the other party and the purposes contemplated in this
Agreement shall be included.
C. INJUNCTIVE RELIEF. The parties agree that the other party will
be irreparably damaged in the event that the Software is used, copied, licensed
or conveyed in any manner conflicting with the terms and provisions of this
Agreement. Accordingly, upon the occurrence of any such event, each party shall
have the right to enjoin such actions. The rights granted in this Section shall
be cumulative and not exclusive, and shall be in addition to any and all other
rights which a party may have under this Agreement, at law or in equity.
D. GOVERNMENTAL LAWS AND REGULATIONS. To the extent that any
Software or any output from the Software is used for the purpose of complying
with governmental laws, regulations or reporting, the user shall assume all
responsibility for determining that the deliverable or output satisfies the
governmental requirements. Any Software provided to or used by any governmental
agency shall be provided with "Restricted Rights" and each party shall
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place the appropriate Restricted Rights legend, in addition, applicable
copyright notices, on the Software prior to providing any governmental agency
access to the Software.
5. PAYMENTS.
A. The parties shall pay transaction fees to the other party
according to the schedule set forth in this section. The transaction types are
more specifically described on EXHIBIT B attached hereto. For all transaction
fees which are to be paid one hundred percent (100%) to one party, that party
shall be responsible for billing for and collecting such fee from the customer.
For transactions fees which are split between the parties, the parties shall
determine which party shall ▇▇▇▇ to and collect from the customer such
transaction fee. The billing party shall remit to the other party, monthly to
the other party that portion of such transaction fee to which the non billing
party is entitled.
B.
FEE
TRANSACTION TYPE RECIPIENT BREAKDOWN
Consumer rating fees from the Both parties 50%/50%
Comparative Rater
Lead referrals - agent pages - iiX iiX 100%
Lead referrals - agent pages from InsWeb
(generic leads referrals) Both parties 75%iiX/25%InsWeb
Consumer to agent to company transaction Both parties 50%/50%
Lead referrals - AMS comparative rating Both parties 50%/50%
(agent)
Lead referrals - AMS comparative rating Both parties 50%/50%
(company)
Lead referrals - InsWeb quotation engine Both parties 50%/50%
(agent)
Lead referrals - InsWeb quotation engine Both parties 50%/50%
(company)
InsWeb generated and maintained InsWeb 100%
rates
iiX rating engine used Both parties 50%/50%
Rating effected off an individual co.'s
page
InsWeb generated and maintained InsWeb 100%
rates
iiX rating engine used Both parties 50%/50%
Rating effected off an individual iiX 100%
agent's page
Consumer to company direct transaction InsWeb 100%
Company rating engine set up and iiX 100%
maintenance fee
Set up fees - rating, information and iiX 100%
underwriting
Set up fees - user interface InsWeb 100%
Set up fees - Company interface To be determined on a case by case
basis.
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C. Notwithstanding the five (5) year term of this Agreement, the
parties agree that the schedule and breakdown of transaction fees shall be in
effect for the first year of the term and will be reviewed prior to the
expiration of the first year of the term. The parties shall review and renew
the transaction fee sharing schedule annually prior to the end of each one year
period, at terms mutually agreeable to the parties. If proposed changes to the
transaction fee schedule cannot be agreed upon within ninety (90) days of the
start of the annual negotiations to make such changes, then the fee structure in
effect for the prior year will continue in effect until the next annual review
or until a mutually agreed upon set of changes is achieved.
D. InsWeb shall pay to iiX license fees for license and use of
the Comparative Rate System, Individual Company Raters and Silver Plume
Software as follows:
Comparative Rate System $4,000,000
Individual Company Raters $1,350,000
Silver Plume $ 100,000
Such license fees, less (i) the license fees payable by iiX to InsWeb hereunder,
(ii) the purchase price payable by iiX to InsWeb pursuant to the Asset Purchase
Agreement entered into by the parties contemporaneously herewith and (iii) the
restrictive covenant fee set forth in Section 10 (the "Net License Fees"), shall
be due and payable in a lump sum in immediately available funds on the second
anniversary of the date of this Agreement. Along with and upon payment of the
Net License Fees, InsWeb shall pay to iiX interest on the entire outstanding Net
License Fee amount at the rate of the Prime composite rate set forth in the Wall
Street Journal on the date of delivery of the first rating programs ("Delivery
Date") plus two percent (2%). Interest shall accrue from the Delivery Date
until the Net License Fees are fully paid.
E. iiX shall pay InsWeb license fees for the license and use of the
Agent Updater and Agent Locator Software as follows:
Agent Updater $250,000
Agent Locator $100,000
Such license fees shall be due and payable, as an offset against
license fees payable by InsWeb to iiX hereunder, on the second
anniversary of the date of this Agreement.
6. ACCOUNTING.
During the term of this Agreement each party agrees to keep all usual and
proper records and books of account and all usual and proper entries relating to
each type of transaction in accordance with generally accepted accounting
principles. Each party has the right to review such books and records of the
other party at reasonable times and with reasonable notice to verify the billing
of customers, collection and payment of the transaction fees set forth in this
Agreement. In the event that a party identifies any errors or discrepancies in
the accounting for a payment of the transaction fees the parties shall meet and
in good faith resolve such differences. In the event that the differences
cannot be reconciled, then either party may request that a
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mutually agreed upon independent, nationally recognized certified public
accounting firm be retained to audit the books and records of the other
party. Such audit shall be pursuant to reasonable advanced written notice
and at the expense of the party requesting such audit. All discrepancies
shall promptly be corrected including any additional payments or refund of
payments necessary to correct such discrepancy. "Material" shall mean a
discrepancy amounting to at least ten percent (10%) of the amount that should
have been reported. If a Material discrepancy is disclosed in favor of the
party which requested the audit, then the other party shall be responsible
for the cost of the audit.
7. PERSONNEL.
A. Any personnel assigned by a party to perform services or work
pursuant to this Agreement shall at all times remain an employee or independent
contractor of the party which assigned that person to the project. The
assigning party shall be solely responsible for the payment of such persons'
compensation, including the provision for employment taxes, expenses and
benefits which may apply to said person.
B. Each party agrees that it will not hire an employee or consultant
any individual who is an employee or contractor for the other party during the
term of this Agreement and for a period of six (6) months thereafter, unless
such individual has not been employed by the other party for a period of at
least six (6) months at the time of the offer of employment is made, or unless
otherwise agreed to in writing by the parties.
8. OWNERSHIP.
Each party intends and agrees to retain ownership of any and all
Confidential Information, products, trademarks, Software and materials
("Intellectual Property") which it owned prior to or developed during or
pursuant to this Agreement. Therefore, this Agreement shall not pass any right,
title or ownership of any Intellectual Property from one party to the other.
9. CONFIDENTIALITY.
A. STANDARD CARE. Each party acknowledges and agrees that all
information (including all third-party proprietary materials or information),
except as specified below, that comes to be known by reason of work under this
Agreement is confidential information and trade secrets of the disclosing party
and will not be disclosed to any unauthorized third parties. Each party will
use the same standard of care, and will bind its employees, agents or
representatives to such standard, to prevent disclosure or use of such
information as it uses to protect its own confidential information or trade
secrets. Information received by a party from the other under this Agreement
will not be considered confidential if the information:
i. is lawfully known to the receiving party or is in the
receiving party's possession at the time of executing this Agreement;
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ii. is in the public domain at the time of disclosure or becomes
part of the public domain by the action of the party with the proprietary
interest in the Confidential Information;
iii. is independently developed by the receiving party; or
iv. is disclosed to the receiving party by a third party with
the other party's written approval.
B. REQUIRED DISCLOSURE. In the event that a party is requested or
required in a judicial. administrative or governmental proceeding to disclose
any information, material. records or files of the other party which are
obtained as a result of this Agreement, such party shall provide the other party
with prompt notice of such request(s) so that the other party may seek an
appropriate protective order or waive compliance with the provisions of this
Agreement.
C. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of this
Agreement, each party and its employees shall return to the other party any
information, materials products or data considered confidential or proprietary
to that party (without the requirement of any notice or demand form the other
party), whether partial or whole and regardless of form.
D. SURVIVAL. The obligation of the Parties pursuant to this Section
shall survive the termination of this Agreement for a period of five (5) years.
10. RESTRICTIVE COVENANT.
In consideration of the payment to iiX of $50,000, for a period of five (5)
years after closing, iiX agrees that during the term of this Agreement it will,
subject to customer approval, refer to InsWeb all inquires from insurance
companies or managing general agencies desiring to establish an interface with
consumers on the Internet; provided, however, this shall not apply to or include
insurance companies or managing general agencies who approach iiX or its
affiliates for the purpose of establishing an intranet. In the event that iiX
is engaged to develop an intranet, where possible, iiX will recommend InsWeb's
solution for the consumer interface.
11. ASSIGNMENT.
Except by iiX to an affiliate of iiX, this Agreement is not assignable by
either party without the prior written approval of the other party, any
assignment of the rights or delegation of duties by a party with prior approval
shall be void. Each party further agrees that it shall not subcontract to a
third party to perform any of the obligations or responsibilities contemplated
by this Agreement without prior written approval of the other party.
12. GENERAL.
A. All notices which are required or permitted to be given or
submitted pursuant to this Agreement shall be in writing and shall be either
delivered in person or sent certified mail, return receipt requested, or by a
nationally known overnight delivery service to the
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address set forth herein or to such other address as a party may from time to
time designate in writing for such purpose. Notices shall be deemed to have
been given at the time when personally delivered or if mailed in a certified
post-paid envelope, upon the fifth (5th) calendar day after the date such
notice shall be postmarked or if sent by delivery service upon the second
(2nd) calendar day after the date such notice shall have been sent. All
notices to the parties shall be addressed, if to iiX: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ with a copy to AMS Services, Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tower ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTN: General
Counsel; if to InsWeb: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇.
B. This Agreement and any Exhibits hereto: (i) constitute the entire
agreement between the parties and supersede and merge any and all prior
discussions, representations, demonstrations, negotiations, correspondence,
writings and other agreements and together state the entire understanding and
agreement between InsWeb and iiX respecting the marketing of products and
services; (ii) may be amended or modified only in writing agreed to and signed
by authorized officers of InsWeb and iiX; and (iii) shall be construed performed
and enforced in all respects in accordance with the laws of the State of Texas.
Should any section or any part of a section within this Agreement be rendered
void, invalid or unenforceable by any court or law for any reason, such
invalidity or unenforceability shall not void or render invalid or unenforceable
any other section or part of a section to this Agreement.
C. The captions and section numbers appearing in this Agreement are
inserted only as a matter of convenience and do not in any way define, limit,
construe or describe the scope or intent of such sections or in any way affect
this Agreement.
D. If any provision of this Agreement or the application thereof is
hereafter held invalid or unenforceable, the remainder of this Agreement shall
not be affected thereby, and to this end the provisions of this Agreement are
declared severable.
E. No failure or delay on the part of a party in exercising any
right hereunder will operate as a waiver of any such right. Pursuit of certain
remedies with respect to all or some of the rights granted hereunder shall not
bar other remedies with respect to the rights granted hereunder. No waiver of
any provision of this Agreement shall be deemed or shall constitute a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.
F. NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS WHICH MAY RESULT FROM ITS
PERFORMANCE OR FAILURE TO PERFORM HEREUNDER. WITH THE EXCEPTION OF RIGHTS
EXPRESSLY ARISING UNDER THE TERMS OF THIS AGREEMENT, THE PARTIES' EXCLUSIVE
REMEDY FOR BREACH OF THIS AGREEMENT SHALL BE TERMINATION OF THE AGREEMENT IN
ACCORDANCE WITH THE TERM AND TERMINATION SECTION, AND COLLECTION OF FEES AND
OTHER AMOUNTS EXPRESSLY PROVIDED FOR HEREIN WHICH ARE DUE ON OR BEFORE
TERMINATION.
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G. InsWeb and iiX hereby specifically agree and acknowledge that
they are not creating a partnership or joint venture hereby and that neither
party, nor any employee of either party, shall be deemed an employee or agent of
the other party for any purpose.
H. In the event there are any disagreements between the parties
under this Agreement, then each party shall designate one executive at a level
of vice president or higher for purposes of discussing possible resolutions of
such dispute. In the event the dispute is not resolved to both parties'
satisfaction, then the matter shall be escalated to the president of both
parties who shall then attempt to resolve the dispute. If the dispute remains
unresolved then at the request of either party the dispute shall be submitted to
binding arbitration according to the Commercial Arbitration Rules of the
American Arbitration Association. In no event, however, shall any arbitration
award include, or any arbitrator have the power to enforce, an award of any
damages which are specifically excluded under the terms of this Agreement or
otherwise not available from a court of competent jurisdiction.
The costs of arbitration shall be borne equally by the parties; provided
however, that the arbitrator(s) may assess one party more than the other for
these costs upon a finding that the party did not make a good faith effort to
settle the dispute informally when it first arose. Each party shall be
responsible for its own attorney fees.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
InsWeb Corporation Insurance Information Exchange, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ ----------------------------
(Authorized signature) (Authorized signature)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Title: President
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EXHIBIT A
DESCRIPTION OF SOFTWARE AND DATA ENCOMPASSED BY THIS AGREEMENT:
- COMPARATIVE RATE SYSTEM PROVIDED BY IIX: This is intended to encompass
all comparative rate data for which insurance company and other appropriate
authorization to release has been obtained. It covers associated software
sold or licensed by iiX or its affiliates (particularly AMS Services, Inc.
("AMS") Rating Services) to agents and insurance companies for the purpose
of determining the rate a specific insurance company, or multiple companies
on a comparative basis, would charge a given applicant. iiX will supply to
InsWeb the software rating engine modified to an agreed upon API suitable
for use by InsWeb's Internet interactive programs. iiX will maintain this
comparative quotation software for the term of the agreement. InsWeb will
be responsible for the Internet systems portion that includes consumer
interactivity.
- INDIVIDUAL COMPANY RATERS: AMS and its subsidiaries have, over a period of
many years, developed sophisticated rating engines that electronically
produce quotes for various lines of business written by individual
insurance companies. The term "Individual Company Raters" refers to all
such rating engines as a group. InsWeb is currently duplicating those
efforts in bringing its insurance company customers on-line in an Internet
environment. InsWeb will use its best efforts to recommend iiX to its
customers for the purpose of developing and maintaining the company's
rating engines. iiX will work directly with InsWeb's customers to develop
and maintain such rating engines.
- SILVER PLUME SEARCH ENGINE: Software developed by AMS and incorporated
into its "Silver /Plume" family of products, allowing the user to search
through databases.
- AGENT UPDATER: Software developed by InsWeb, allowing agents to
electronically and remotely design and maintain their own Web pages.
- AGENT LOCATOR: Software developed by InsWeb, allowing Web users to locate
agents in their neighborhoods by Name, City, State, Area Code, or Product.
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EXHIBIT B
DESCRIPTION OF TRANSACTION TYPES
1. CONSUMER COMPARATIVE RATING. These transactions will occur when a
consumer arrives at the InsWeb site, having found it by whatever means, and
requests a comparative rate that will be provided by the iiX comparative rating
process. iiX and InsWeb will split these fees 50% each.
2. LEAD REFERRALS TO AGENTS OF IIX AND INSWEB. These transactions will
mostly occur when consumers contact an agent after filling out an application at
either iiX or InsWeb. When a transaction originates from the InsWeb site the
fees will be split, 75% going to iiX, with the remaining 25% going to InsWeb.
When transactions of this type originate at the iiX site 100% of the fees go to
iiX.
3. CONSUMER TO AGENT TO COMPANY transactions. These transactions will
occur when consumers are referred to companies located at either iiX or InsWeb.
iiX and InsWeb will split these fees 50% each.
4. LEAD REFERRALS TO AGENTS RESULTING FROM THE AMS COMPARATIVE RATING
ENGINE. These transactions will occur when consumers contact an agent after
using the AMS comparative rating engine at either iiX or InsWeb. iiX and InsWeb
will split these fees 50% each.
5. LEAD REFERRALS TO COMPANIES RESULTING FROM THE AMS COMPARATIVE RATING
ENGINE. These transactions will occur when consumers contact a company after
using AMS's comparative rating engine at either iiX or InsWeb. iiX and InsWeb
will split these fees 50% each.
6. LEAD REFERRALS TO AGENTS RESULTING FROM THE INSWEB QUOTATION
APPLICATION ENGINE. These transactions will occur when consumers contact an
agent after using the InsWeb quotation application engine at InsWeb. iiX and
InsWeb will split these fees 50% each.
7. LEAD REFERRALS TO COMPANIES RESULTING FROM THE INSWEB QUOTATION
APPLICATION ENGINE. These transactions will occur when consumers contact a
company after using the InsWeb quotation application engine at InsWeb. When
this process involves the use of rates provided by iiX, fees will be shared 50%
each between iiX and InsWeb. When InsWeb provides the rating engine and the
rate maintenance, 100% of these fees will go to InsWeb.
8. RATINGS EFFECTED OFF AN INDIVIDUAL COMPANY'S HOME PAGE. Neither iiX
nor InsWeb currently has individualized rating engines connected to insurance
company home pages. If and when either or both companies offer this service,
when this process involves the use of rates provided by iiX, fees will be shared
50% each between iiX and InsWeb. When InsWeb or the company provides the rating
engine and the rate maintenance, 100% of these fees will go to InsWeb. The rate
that iiX will charge a company for this service will be subject to agreement
with the company, but normally the set up and maintenance fees will be 100% to
iiX.
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9. RATINGS EFFECTED OFF AN INDIVIDUAL AGENT'S HOME PAGE. Neither iiX nor
InsWeb currently has commercially available, individualized rating engines
connected to agent home pages. If and when either or both companies offer this
service, iiX will receive 100% of the transaction fees resulting from consumers
receiving quotations directly from an agent's home page, except in the case
where lead referrals for agents are generated from the agents home pages at
InsWeb, in which case iiX receives 75% of the fees and InsWeb the remaining 25%.
10. CONSUMER TO COMPANY DIRECT TRANSACTIONS. These transactions will
occur sometime in the future when consumers use either InsWeb or iiX to exchange
information with insurance companies directly on-line. These types of
transactions will include, but not be isolated to such things as claims
requests, address changes, and direct on-line purchases of insurance. 100% of
these fees will go to InsWeb, when the transaction involves an InsWeb business
process.
11. COMPANY RATING ENGINE SET UP AND MAINTENANCE FEES. Where iiX provides
the rating engine to the company, iiX will receive 100% of the fees for
developing, setting up and maintaining rating engines for use at iiX and InsWeb.
12. SET UP FEES FOR RATING, INFORMATION, AND UNDERWRITING SUPPORT. Fees
associated with establishing the services associated with these activities will
be assigned 100% to iiX.
13. SET UP FEES FOR USER INTERFACE. InsWeb will receive 100% of the
set up fees for its development of the software which is used at iiX and
InsWeb to bring insurance company customers on-line in an Internet
environment.
14. SET UP FEES FOR INSURANCE COMPANY INTERFACE. These fees will occur as
a result of those activities which allow iiX and/or InsWeb to link their
computer systems to those of insurance companies more directly. These fees will
be determined on a case by case basis.
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December 31, 1998
INSURANCE INFORMATION EXCHANGE, L.L.C.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
RE: NONEXCLUSIVE JOINT MARKETING AND LICENSE AGREEMENT DATED
AS OF NOVEMBER 22, 1996
Dear ▇▇▇:
This letter will modify the Nonexclusive Joint Marketing and License
Agreement dated as of November 22, 1996 (the "Marketing Agreement") between
Insurance Information Exchange, L.L.C. ("IIX") and InsWeb Corporation
("InsWeb"), effective as of December 31, 1998.
1. CONFIRMATION OF DELIVERY OF SOFTWARE. IIX acknowledges that
InsWeb delivered to IIX the Software licensed by InsWeb to IIX under the
Marketing Agreement (Agent Updater and Agent Locator) in March 1997. IIX
acknowledges that InsWeb is under no obligation to delivery additional
Software or documentation or to update or maintain any such licensed InsWeb's
Software. InsWeb acknowledges that IIX delivered to InsWeb the Software
licensed by IIX to InsWeb under the Marketing Agreement (Comparative Rate
System, Individual Company Raters and Silver Plume Search Engine) in December
1998. IIX will provide updates and documentation, as required, for the
delivered software (Comparative Rate system, Individual Company Rates and
Silver Plume Rating Engine) through June 30, 1999.
2. PAYMENTS. The parties agree that, pursuant to Sections 5 D and
5 E of the Marketing Agreement, a Net License Fee of $4,500,000 is payable by
InsWeb to IIX, calculated as follows:
INSURANCE INFORMATION EXCHANGE, L.L.C.
RE: NONEXCLUSIVE JOINT MARKETING AND LICENSE AGREEMENT DATED
AS OF NOVEMBER 22, 1996
License fees payable for IIX Software:
Comparative Rate System $ 4,000,000
Individual Company Raters 1,350,000
Silver Plume 100,000
-----------------
5,450,000
Less license fees payable for InsWeb Software:
Agent Updater (250,000)
Agent Locator (100,000)
-----------------
5,100,000
Less purchase price of Assets under
Asset Purchase Agreement dated
November 22, 1996: (650,000)
-----------------
4,450,000
Plus restrictive covenant fee under Section 10
of the Marketing Agreement: 50,000
-----------------
Net License Fee $ 4,500,000
=================
In lieu of the payment terms set forth in Sections 5 D and 5 E of the
Marketing Agreement, the parties have agreed that such Net License Fee shall
be payable by InsWeb to IIX, without interest, in equal quarterly
installments of $1,125,000, payable on January 1, 1999, April 1, 1999, July
1, 1999 and October 1, 1999.
3. TERMINATION OF LICENSE SOFTWARE. The parties have agreed that the
license granted to IIX by InsWeb for the use of the Agent Updater and Agent
Locator Software and the license granted to InsWeb by IIX for use of the
Comparative Rate System, Individual Company Raters and Silver Plume Search
Engine are each fully paid up until and will each terminate on November 22,
2001.
4. TERMINATION OF CERTAIN OBLIGATIONS.
(a) The obligations of the parties to cooperate with one another
in jointly developing and offering Internet solutions to the insurance
industry, as set forth in Sections 1 and 3 of the Marketing Agreement, are
terminated, effective December 31, 1998.
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(b) The parties agree that no transaction fees are currently
payable to either party pursuant to Sections 5 A, 5 B and 5 C
of the Marketing Agreement. Pursuant to the review
(c) and renewal provisions of Section 5 C of the Marketing
Agreement, the parties have agreed that no further
transaction fees shall be payable by either party with
respect to any future period. If the foregoing accurately
reflects your understanding of our agreement, please execute
a copy of this letter in the space provided and return it to
the undersigned.
Yours very truly,
INSWEB CORPORATION
By: /s/ Hussein A. Enan
-----------------------
Title: Chairman & CEO
--------------------
AGREED TO AND ACCEPTED
AS OF DECEMBER 31, 1998
INSURANCE INFORMATION EXCHANGE, LLC
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Title: President & CEO
-------------------------------
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