EXHIBIT 10(b): Agreement with Signature Marketing Services
April 10, 2002
Letter of Understanding
Signature Marketing Services
and
iWizard Holding, Inc.
This Letter of Understanding is effective as of April 15, 2002,
by and between iWizard Holding Inc. of ▇▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ (hereinafter "Wizard") and Signature Marketing Services Inc.
of ▇▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (hereinafter "SMS").
SMS is a marketing/lead generation company that strategically
drives web traffic to sites that furnish subscribers with sale
prospects. Wizard has special expertise relating to customer
relationship management, customer relationship marketing,
database of engineering and design, web site development,
Internet communications and telephony.
SMS and Wizard desire to enter into a relationship to provide
certain services relating to Lead generation, rich media
communications, Lead Management, Customer Relationship Marketing
(CRM) and Customer Data Integration (CDI) to mortgage brokers
that subscribe to the service.
This relationship will begin on April 15th and continue until
which time either party elects to terminate the relationship. The
primary objective of this relationship is to build a successful
and highly profitable business that leverages each parties core
competencies. Both parties desire and plan to enter into a formal
agreement to be completed within six months of the April 15th
start date.
Schedule A provides a definition of terms used throughout this
document. Schedule B defines the scope of services provided by
SMS and iWizard. Schedule C defines the revenue sharing and
reconciliation requirements. Schedule D defines software, URL and
related ownership provisions. Both parties agree to treat each
others respective proprietary information including charts,
reports, design specifications, as well as all other non-public
information as confidential, and will not disclose any
information to outside 3rd party entities without the others
formal written approval.
Both parties acknowledge this document does not represent a
binding agreement, with the exception of the non-disclosure
provisions as described above. Furthermore both parties will make
their best efforts to fulfill their respective obligations
defined herein until which time a more formal contract can be
negotiated.
/s/ 4/10/02
Signature Marketing Services Date
/s/ 4/10/02
iWizard Holding, Inc. Date
Schedule A
DEFINITION OF TERMS
Client Prospect: An entity in the business of accepting,
processing and closing loans between a customer and a lending
institution for purposes of a first or second mortgage, debt
consolidation, home equity line of credit or refinance.
Client: A Client Prospect that enters into a written agreement
(subscribes) with SMS under which the Client receives a
predetermined web presence that may generate Leads and is
provided certain electronic Customer Relationship Marketing
(eCRM) services.
Customer: An entity identified in a disbursed lead to a SMS
Client that has been approved for and has closed on a first or
second mortgage, debt consolidation, home equity line of credit
or refinance,
Lead: An entity that as requested information through the Lead
Capture Web Site, provided all required financial information,
and has been screened and disbursed to one of the SMS Clients.
Lead Capture Web Sites: One or more web sites, which may have
multiple URL's, for attracting, and capturing information
regarding potential Leads for disbursement to Clients.
Lead Generation Costs: Out-of-pocket payments to unrelated third
parties relating to the generation of leads, such as, for
example: acquisition of lists of prospective leads; the cost of
advertising In publications: commissions to affiliates (e.g. pay
per click) and sales personnel; and fees to search engines for
placement.
Permitted Lead Generation Costs: Lead Generation strategies and
costs will be discussed and mutually agreed to during the
business planning meeting to be held during the first week of
each month.
Client Revenue: The total monthly payments made by subscribing
Clients
Net Revenue: Client Revenue less Permitted Lead Generation Costs.
eCRM Trigger Event: Those predefined events as may be amended
from time to time by agreement of the parties, associated with a
Customer, in response to which a Rich Media email is to be sent
to the Customer.
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Signature Marketing Services Date
/s/ 4/10/02
iWizard Holding, Inc. Date
Schedule B
Services and Responsibilities
iWizard Responsibilities
* Design, develop and Implement the Client enrollment program
as well as all Client database maintenance related functions.
* Develop and implement all Lead information filtering, and
disbursement and administration services to Clients.
* Design and implement all Lead database and administration
services including auto-responders, opt-in processing, third
party demographic data append, data integration and list hygiene
services.
* Hire and train all direct telephone sales and customer
support staff and use its best efforts to sell client
subscriptions to prospective Clients. All related sales
compensation will be included in the acceptable lead generation
costs and definition.
* Design and implement rich email campaigns for purposes of
new Client sales. Evaluate, recommend and purchase email lists on
behalf of SMS. All email list rental costs will be considered
part of the marketing investment program costs.
* Design and Implement all eCRM database, triggers and rich
media templates used by the Client to communicate with Customers.
* Provide program development resources to SMS, as necessary,
for the development of web sites to be listed in various search
engine displays.
* Purchase all servers, telephone line and billing processing
software necessary to administering the Client relationships.
SMS Responsibilities
* Secure the necessary URLs for the Lead Capture Web Sites.
* Develop or have developed the Lead Capture Web Sites
incorporating content and search engine optimization elements
designed to generate client leads and drive traffic to client web
sites.
* Arrange for and control the hosting of the Lead Capture Web
Sites.
* Design all Lead information filtering, and disbursement
rules, and administer disbursement of such information to
Clients.
* Make all necessary marketing investments in search engine
key word placement, affiliate marketing, space advertising, email
lists and other such Lead Generation programs. The campaign
content will be defined by SMS while the both parties will define
the quantity and frequency of campaigns.
* SMG shell advance and be responsible for the cost of
promotional activities (excepting overhead and internal costs of
iWizard) and, subject to the holdback provision.
* Administer and maintain subscription agreements with
Clients. The subscription agreements shall be between SMS (or its
nominee) and the Client.
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Signature Marketing Services Date
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iWizard Holding, Inc. Date
Schedule C
Revenue Sharing and Administration
* Net Revenue will be divided equally (50%-50%) between SMS
and iWizard.
* Each Monday during the term of the Agreement, SMS shall
remit to Wizard forty percent (40%) of the Client Revenue,
exclusive of credit card reserve, received during the preceding
week. The 10% holdback fee will be reconciled the following week
for over or under withholdings as described below. Upon release
of credit card reserve "SMS" will disburse 50% of released
reserves the following week.
* SMS will prepare a Monthly Report setting forth all Client
Revenues, Permitted Lead Generation Costs. All such Monthly
Reports will be sent to iWizard within 3 business days after the
end of the relevant monthly accounting period.
* SMS is entitled to withhold from weekly payments a Holdback
reserve against Permitted Lead Generation Costs not to exceed 10%
of IWIZARD share of Client Revenue. The Holdback reserve shall be
reconciled against actual Permitted Lead Generation Costs in the
Monthly Report. If actual Permitted head Generation Costs for the
month are less than the Holdback reserve, the difference shall be
paid to iWizard with the delivery of the Monthly Report. If
actual Permitted Lead Generation Costs for the month exceed the
Holdback reserve, the difference shall be paid to SMS by iWizard
within 3 business days of receiving the Monthly Report.
/s/ 4/10/02
Signature Marketing Services Date
4/10/02
iWizard Holding, Inc. Date
Schedule D
Software
Each companies current ownership of URL's, application programs,
web sites, databases, systems and other related business
processes will unconditionally remain independent of this
agreement. Any new software, application programs, databases,
systems development, relating to this relationship will be
mutually owned by both parties and may be utilized in any way by
either party in the event of the termination this agreement. This
supersedes all other agreements.
In exchange for these rights both parties agree to equally share
in all upfront application, software, and database development
related costs as mutually agreed by both parties.
Each Company will maintain ownership of any URL and websites that
they have independently registered and/or paid for the
development.
/s/ 4/10/02
Signature Marketing Services Date
/s/ 4/10/02
iWizard Holding, Inc. Date