EXHIBIT 10.8
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STRATEGIC PARTNERSHIP AGREEMENT
THIS AGREEMENT dated December 17, 2002 by and among DriverShield CRM Corp., a
Delaware corporation ("CRM"), together with its parent DriverShield Corp., a New
York corporation ("D/S") both with offices ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ClaimsNet, Inc., a Pennsylvania corporation
("ClaimsNet"), with offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, CRM is engaged in the vehicle claims management business ("VCMB"); and
WHEREAS, CRM desires ClaimsNet to operate and manage its VCMB; and
WHEREAS, ClaimsNet has agreed to operate and manage the VCMB upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and intending to be legally bound hereby, the parties agree as follows:
SERVICING VCMB
1. CRM and ClaimsNet agree to a Strategic Partnership Agreement whereby
ClaimsNet shall operate and manage the CRM VCMB based upon the terms and
conditions set forth herein.
2. ClaimsNet services shall include and be provided by ClaimsNet at its sole
cost and expense: (i) servicing client claims through an auto body shop network,
(ii) operating the VCMB during normal business hours Monday through Friday
excluding national holidays, (iii) auditing estimates, (iv) originating and
completing all financial transactions with shops and clients, (v) hosting and
managing the server systems, web site and software necessary to operate and
manage the VCMB systems, (vi) personnel and staffing, (vii) accounting functions
and financial systems, (viii) funding the VCMB and (ix) maintaining insurance.
Commencement of servicing of the VCMB shall occur prior to January 1, 2003. (the
"Effective Date"). ClaimsNet will operate the VCMB on terms which are similar in
nature, volume and scope to those which ClaimsNet provided to its clients
immediately prior to the Effective Date.
LICENSE OF TECHNOLOGY
3. CRM hereby grants a non-exclusive non-transferable license to ClaimsNet
during the term of this Agreement and any extension whereby CRM shall license
all of the software ("Technology") pursuant to a Proprietary Software License
Agreement as set forth in Exhibit A and other intellectual property ("IP") as
set forth in the Trademark License Agreement attached in Exhibit B, both related
to the CRM VCMB. Additionally, for the Term of this Agreement, CRM hereby grants
ClaimsNet a non-exclusive non-transferable license to utilize the CRM VCMB
vehicle repair vendor network ("Network") for ClaimsNet to carry-out its
obligations pursuant to this Agreement. CRM agrees to allow ClaimsNet to utilize
the CRM VCMB and Technology without charge, for all of ClaimsNet's present
customers including any of their customer accounts, a list of which includes AIG
Mass Marketing, Harleysville, Safeco, Omaha Property & Casualty, Providence
Washington Insurance Company, Royal SunAlliance, Penns ▇▇▇▇▇▇, Home State County
Mutual, ▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ Insurance, GE, First Notice Systems (and any of
their customer accounts), and First Choice Solutions (and any of their customer
accounts).
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TERM
4. The term of this Agreement shall be for a period of five (5) years from the
Effective Date (the "Term"). This Agreement shall be renewed for additional two
(2) year terms unless ClaimsNet notifies CRM that it is terminating the
Agreement at least ninety (90) days prior to the end of the then-current term.
OPTION TO PURCHASE
5. During the Term and any extension thereof, ClaimsNet shall have the option
beginning on January 1, 2007 to purchase from CRM the VCMB including but not
limited to the customer list, supplier list and assignment of contracts, and
Technology, which price shall be computed as an amount equal to the fees paid by
ClaimsNet to CRM for the past twenty-four (24) months. ClaimsNet shall assume no
liabilities of CRM, other than those directly related to the operation of the
VCMB and previously incurred by ClaimsNet subsequent to the Effective Date.
PAYMENT
6. ClaimsNet shall pay CRM the following compensation for the entire Term of
this Agreement and any extension thereof:
a. Fifty percent (50%) of all administrative fees, excluding auditing,
appraisal and third party e-commerce fees, collected from CRM Clients,
beginning February 1, 2003.
b. Twenty-five (25%) of all vendor referral fees paid by automobile body
repair shops for repairs derived from CRM Clients beginning March 1,
2003.
c. Fifteen percent (15%) of all administrative fees and vendor referral fees
paid by auto body repair shops, derived from New ClaimsNet Clients
employing the Technology, excluding auditing, appraisal and third party
E-Commerce fees.
A CRM Client shall be defined as: (i) a client that has entered into a written
agreement with CRM prior to the Effective Date of the Strategic Partnership
Agreement, (ii) a client that has previously been disclosed in writing to
ClaimsNet prior to the Effective Date of the Strategic Partnership Agreement as
set forth in Exhibit C, or (iii) a clientthat enters into a written agreement
with CRM which is approved by ClaimsNet subsequent to the Effective Date of the
Strategic Partnership Agreement, due to the direct sales efforts of CRM or D/S.
A list of CRM clients is set forth in Exhibit D.
A New ClaimsNet Client shall be defined and limited to those new client accounts
acquired by ClaimsNet after the Effective Date of the Agreement that utilize the
Technology to service the New ClaimsNet Client.
The compensation payable to CRM shall be paid monthly no later than the fifteen
(15th) of the month following the previous month in which ClaimsNet collects the
underlying fees for which the compensation is payable. Any compensation not paid
on a timely basis shall accrue interest at the rate of twelve percent (12 %) per
annum from the due date if not paid within 5 days after receipt of written
notice from CRM.
CRM OBLIGATIONS
7. CRM further agrees:
a. To provide no less than one month current salary severance to ▇▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and further, to provide ClaimsNet a credit
against compensation due CRM as set forth in Paragraphs 6(a), 6(b) and
6(c) above equal to an amount of one third (1/3) of the monies ClaimsNet
pays to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Sales Employee") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in place of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) (the "Technology Employee")
which credit shall be limited to $2,000 per person per month from the
Effective Date through May 31, 2003 for their continuation of services,
subsequent to the Effective Date, to support the transition and
successful servicing of CRM Clients;
b. To provide CRM employee information to ClaimsNet on each individual
assigned to the VCMB and assist ClaimsNet in the recruitment of the
individuals as requested by ClaimsNet;
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c. No later than March 31, 2003, to provide basic documentation for the
Technology, including third party licensing material, written notes,
drawings, schemas, reports, educational documentation, and written
instruction on creating, modifying and maintaining pagedefs;
d. To provide the documentation and information for the VCMB, including
Network shop lists, files, historical claims files, billing information,
customer information and writings, correspondence, prospective client
information and all other documentation reasonably requested by
ClaimsNet;
e. To transfer the existing toll free help line telephone number, (877)
307-0460, to ClaimsNet;
f. To transfer the hosting of the VCMB CRM web site, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,
to ClaimsNet and provide a hyperlink and naming option to click through
the D/S website to the CRM website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 5 business days
before the Effective Date, or at ClaimsNet's election and guidelines
redirect any reference to the VCMB and URLs;
g. To lease and deliver to ClaimsNet two (2) servers to operate the
Technology for a period of up to one (1) year for a cost of $100.00 per
month for each month used by ClaimsNet. However, ClaimsNet will use all
commercially reasonable efforts to move the Technology to its own servers
as quickly as practicable;
h. To direct CRM clients to send all VCMB payments to a new lock box
checking account opened by ClaimsNet under the name of DriverShield CRM
Corp. at Commerce Bank, in Trevose, PA, regarding billing and
payment/collections under the current and future CRM customer contracts.
CRM agrees to sign any and all documents necessary to assign all funds
received and or payable to CRM under this Agreement to ClaimsNet
including, but not limited to a power of attorney, bank resolution, or
any other document required by Commerce Bank. CRM agrees to pay ClaimsNet
for any payment/collections due ClaimsNet upon receipt by CRM. Both CRM
and ClaimsNet also agree to provide a list to each other every week of
all financial transactions regarding VCMB, including a detailed list of
all deposits accepted by the lock box and provide all the information
necessary to maintain an audit trail between CRM, ClaimsNet, clients and
Network shops regarding the VCMB. Notwithstanding anything to the
contrary, ClaimsNet and CRM agree that for any services provided, fees
owed and/or repairs completed by CRM prior to the Effective Date or
commenced prior to the Effective Date, but completed subsequent to the
Effective Date, CRM may receive payment directly from client for these
monies owed, or ClaimsNet agrees to forward to CRM any payments that it
receives that are owed to CRM.
i. To deliver to ClaimsNet, CRM warranty and customer survey materials, and
historical data.
j. D/S agrees that so long as it owns its wholly owned subsidiary,
DriverShield ADS Corp. ("ADS") and ADS offers its DriverShield Auto
Discount Service program, D/S will offer the ADS program to any of
ClaimsNet Customers, which terms to ClaimsNet shall be as reflected in
the attached Exhibit E. D/S agrees that it shall use its best efforts to
obligate ADS to continue to offer the DriverShield Auto Discount Service
to any CRM client pursuant to any contractual obligation that CRM has to
its clients, regardless of D/S' ownership of ADS.
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k. CRM shall require their Technology employees to complete the following,
and CRM shall take no action that would interfere with their efforts to
do the following:
i. Document the Technology and provide ClaimsNet with training and
support on the Technology, with ClaimsNet paying the cost of all CRM
personnel's travel expenses approved by ClaimsNet in advance,
including transportation, meals and hotels;
ii. Assist in the preparation for the relocation of the Technology from
CRM to ClaimsNet, with ClaimsNet paying the cost of all CRM
personnel's travel expenses approved by ClaimsNet in advance,
including transportation, meals and hotels;
iii. Provide ClaimsNet access to the test version of the Technology
through the Internet, loaded with claims and Network shops, and
assist in the installation of the test version of the Technology on
ClaimsNet's computer at CRM by December 15, 2002;
iv. Work with ClaimsNet to learn, modify, repair, run, backup, maintain
and further document the Technology for a period of six (6) months,
so long as the Technology Employee is so willing pursuant to
Paragraph 7(a);
v. Document the installation procedures for the Technology and assist in
the installation of the operational version of the Technology at
ClaimsNet, so long as the Technology Employee is so willing pursuant
to Paragraph 7(a);
vi. Document the procedures for shop/vendor list importing into the
Technology; vii. Document how to process billing invoices and monthly
administrative fees from the Technology;
viii. Convert Technology to SQL 2000 by December 27, 2002 for the
production version;
ix. New branding, logo and color design alternations for the Technology
as directed by ClaimsNet, subsequent to the Effective Date, so long
as the Technology Employee is so willing, pursuant to Paragraph 7(a).
l. CRM shall require its sales and support employees to do the following,
and CRM shall take no action that would interfere with them to do the
following:
i. Introduce ClaimsNet sales and servicing employees to each and every
client;
ii. Provide continuing assistance in managing the VCMB client accounts
for a period of six (6) months after the Effective Date, so long as
the Sales Employee is so willing, pursuant to Paragraph 7(a);
iii. Provide continuing business development services after the Effective
Date for the GEICO and Liberty Mutual opportunities, so long as the
Sales Employee is so willing, pursuant to Paragraph 7(a);
iv. Introduce ClaimsNet sales and servicing employees to the Liberty
Mutual Charlotte , and Bala Cynwyd offices and any other branch
offices when those branches commence the use of the VCMB program
after the Effective Date, so long as the Sales Employee is so
willing, pursuant to Paragraph 7(a).
WARRANTIES AND REPRESENTIONS
----------------------------
8. CRM hereby warrants and represents to ClaimsNet that:
a. There are no actions, suits or proceedings pending or threatened or
notices of any claims of any dispute from EDS;
b. There are no actions, suits or proceedings pending or notices of any
claims threatened against or effecting CRM from any client or vendor;
c. There are no actions, suits or proceedings pending or notices of any
claims threatened against or effecting CRM from any third party software
or hardware licensors;
d. There is no other license for the Technology which has been granted or
claimed by another party;
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e. There are no actions, suits or proceedings pending or threatened against
or effecting CRM before any Court or Arbitrator relating in any matter to
the VCMB business;
f. CRM owns and or has licensed all of the software and applications related
to the Technology and has the right to enter into this Agreement;
g. It has not received notice and has no actual knowledge that the
Technology infringes upon any patents, copyrights, trademarks, trade
secrets or the proprietary rights of any third party and there is no
claim threatened or pending with respect to the Technology;
h. CRM possesses or has the right to use all of the patents, trademarks,
copyrights and application for all Technology and IP used in its VCMB
business and has the full right and authority to provide ClaimsNet with a
non-exclusive non-transferable license thereof;
i. That it has not entered into any agreement to directly or indirectly
market, sell, license, or permit the use of the licensed Technology to
any other party;
j. That during the term hereof, CRM will not sell, disclose, license or
assign the licensed Technology to any competitor of ClaimsNet in the
VCMB.
HOLD HARMLESS
9. CRM shall indemnify, defend and hold harmless ClaimsNet from any and all
claims, demands, liabilities, losses, damages, judgments, or settlements,
including all reasonable costs and expenses related thereto, including
attorney's fees, directly or indirectly related to any claim related to VCMB
prior to the Effective Date.
D/S shall indemnify, defend and hold harmless ClaimsNet from any and all claims,
demands, liabilities, losses, damages, judgments, or settlements, including all
reasonable costs and expenses related thereto, including attorney's fees,
directly or indirectly related to any claim related to the obligation of ADS to
offer the DriverShield Auto Discount Service to any CRM client pursuant to any
contractual obligation that CRM has to its clients.
ClaimsNet shall indemnify, defend and hold harmless CRM and D/S from any and all
claims, demands, liabilities, losses, damages, judgments, or settlements,
including all reasonable costs and expenses related thereto, including
attorney's fees, directly or indirectly related to any claim related to VCMB on
or subsequent to the Effective Date. Notwithstanding the above, so long as the
insurance coverages are in force pursuant to Paragraph 11 and the basis of the
claim asserted against D/S and/or CRM creating the need for indemnification by
ClaimsNet is not due to the acts or omissions of ClaimsNet's employees,
ClaimsNet's obligation to indemnify and hold harmless CRM and/or D/S shall be
limited to the coverage provided by the appropriate insurance policy (ies).
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CONFIDENTIALITY
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10. CRM shall maintain the confidentiality of all ClaimsNet documents and
information, both written and oral, including but not limited to: products,
systems, intellectual property, proprietary information, Technology, ClaimsNet's
technology and applications, financial information, business methodology,
marketing plans and information, procedures, policies, programs, pricing,
relationships with suppliers, customers, vendors, shop network lists and vendor
lists.
ClaimsNet shall maintain the confidentiality of all CRM documents and
information, both written and oral, including but not limited to: products,
systems, intellectual property, proprietary information, Technology,
applications, financial information, business methodology, marketing plans and
information, procedures, policies, programs, pricing, relationships with
suppliers, customers, vendors, shop network lists and vendor lists.
The parties and their respective subsidiaries, affiliates, directors, officers,
agents and representatives will keep confidential and not disclose to anyone,
except as required by law, the terms and conditions of this Agreement.
INSURANCE
11.
a. During the Term, any extensions of the Term, at all times that ClaimsNet
performs its obligations pursuant to this Agreement and for three (3) years
following the expiration or termination of this Agreement for any reason,
ClaimsNet will maintain in full force and effect, at ClaimsNet's own expense,
insurance coverage as specified in this Paragraph and in the Certificate of
Liability Insurance attached to this Agreement as Exhibit F.
b. Errors and Omissions. CRM will continue to maintain its Errors and Omissions
policy through January 8, 2003, naming ClaimsNet as an additional insured and
thereafter, ClaimsNet shall maintain its own Errors and Omissions policy with
minimum coverage equal to $1 million and naming CRM and D/S as additional
insureds.
c. Certificates of Insurance. Certificates of Insurance evidencing the required
coverage and limits must be furnished to CRM and D/S prior to the Effective Date
and attached as Exhibit F, except for the Errors and Omissions policy that will
be supplied after January 8, 2003 and at such other times as requested by CRM
and D/S. Such Certificates of Insurance will provide CRM and D/S thirty (30)
days written notice prior to cancellation of such policies. All insurance
policies will be written by a company authorized to do business in the territory
and jurisdiction where the project is located. ClaimsNet will furnish copies of
any endorsements subsequently issued which amend coverage or limits.
LIMITATION OF LIABILITY
-----------------------
12. ClaimsNet, Inc. shall not be responsible for any monetary claims and/or
damages that arise from the obligations under this Agreement, except as set
forth in Paragraphs 6, 9 and 12 hereof, the Proprietary Software License
Agreement and the Trademark License Agreement.
a. Except as set forth in the Paragraph 9 and 12(c) hereof, D/S and CRM
shall not be responsible for any monetary claims or damages that arise
from the obligations under this Agreement, the Proprietary Software
License Agreement and the Trademark License Agreement, in excess of the
amount of monies paid (past or future payments) to CRM by ClaimsNet
pursuant to this Agreement.
b. Notwithstanding anything contained herein to the contrary, ClaimsNet
shall be entitled to a right of offset for any monies due CRM under this
Agreement for any claims or damages as a result of D/S or CRM's breach of
its obligations under this Agreement until all damages have been
satisfied.
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c. ClaimsNet shall assume no liabilities of CRM or D/S other than those
directly related to the operation of the VCMB and previously incurred by
ClaimsNet subsequent to the Effective Date.
MISCELLANEOUS PROVISIONS
13. This Agreement is binding upon the parties hereto and their successors. This
Agreement may not be assigned in whole or in part by ClaimsNet without the prior
written consent of CRM, except to an affiliate of ClaimsNet. Any assignment,
delegation or transfer of this Agreement or any interest therein without written
consent of CRM is void and cause for termination of this Agreement. Nothing in
this Agreement shall be construed to grant any person or entity not a party
hereto any rights or powers whatsoever, and no person or entity shall be a third
party beneficiary of this Agreement. This Agreement may not be assigned by CRM
to a competitor of ClaimsNet without ClaimsNet's prior written consent.
14. The parties hereby acknowledge that D/S will disclose this Agreement to the
Securities and Exchange Commission as a material contract. Additionally, the
parties acknowledge that D/S will issue a press release announcing this
Agreement. The contents of the press release shall be approved by ClaimsNet,
which approval shall not be unreasonably withheld.
15. Governing Law; Arbitration.
Any dispute, controversy or claim arising under, out of, in connection with or
in relation to this Agreement, or the breach, termination, validity or
enforceability of any provision hereof (a "Dispute"), if not resolved informally
through negotiation between the parties, will be submitted to non-binding
mediation. The parties will mutually determine who the mediator will be from a
list of mediators obtained from the American Arbitration Association office
located in the city determined as set forth below in this Paragraph 15 (the
"AAA"). If the parties are unable to agree on the mediator, the mediator will be
selected by the AAA. If any Dispute is not resolved through mediation, it will
be resolved by final and binding arbitration conducted in accordance with and
subject to the Commercial Arbitration Rules of the AAA then applicable. One
arbitrator will be selected by the parties' mutual agreement or, failing that,
by the AAA, and the arbitrator will allow such discovery as is appropriate,
consistent with the purposes of arbitration in accomplishing fair, speedy and
cost effective resolution of disputes. The arbitrator will reference the rules
of evidence of the Federal Rules of Civil Procedure then in effect in setting
the scope of discovery, except that no requests for admissions will be permitted
and interrogatories will be limited to identifying (a) persons with knowledge of
relevant facts and (b) expert witnesses and their opinions and the bases
therefor. Judgment upon the award rendered in any such arbitration may be
entered in any court having jurisdiction thereof. Any negotiation, mediation or
arbitration conducted pursuant to this Paragraph 15 and initiated by CRM or D/S
will take place in Philadelphia County, PA, and in Broward County, FL if
initiated by ClaimsNet. Other than those matters involving injunctive relief or
any action necessary to enforce the award of the arbitrator, the parties agree
that the provisions of this Paragraph 15 are a complete defense to any suit,
action or other proceeding instituted in any court or before any administrative
tribunal with respect to any Dispute or the performance by either party of its
obligations herein. Each party acknowledges and agrees that the other party may
seek injunctive relief in order to enforce the covenants set forth in Paragraph
10 or to enforce their respective rights under the Proprietary Software License
Agreement and the Trademark License Agreement both dated as of the date hereof.
The parties also agree that the AAA Optional Rules for Emergency Measures of
Protection shall apply to the proceedings.
16. Records. ClaimsNet agrees to maintain accurate records (i) arising from or
related to operating the VCMB provided hereunder, including, without limitation,
client and repair network contracts, accounting records and documentation
produced in connection with the rendering of any services pursuant to operating
the VCMB; and (ii) all books, records, financial statements
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and related to the VCMB and give CRM full access to review such records upon
CRM's or D/S' request. ClaimsNet agrees to provide CRM the following reports on
a monthly basis: (a) Monthly Invoice Register, (b) Accounts Receivable Aging,
(c) Cash Receipts and Lockbox Registers, (d) Accounts Payable aging Monthly,
detail and summary format, (e) Check Register, (f) Reports of new clients added
and clients lost.
17. The provisions of this Agreement are severable. If any provision of this
Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality or enforceability of the remaining provisions shall in no way be
affected or impaired thereby. The provisions in Paragraph 9, 10, 11, 12, 15 and
19 shall survive termination or expiration of this Agreement.
18. This Agreement constitutes the entire Agreement of the parties with respect
to the subject matter hereof and there are no representations other than those
set forth herein and the Agreement may not be changed except in writing signed
by the parties.
19. Notices. Any notices, requests, demands or other communications required by
or made under this Agreement shall be in writing and shall be deemed to have
been duly given i) on the date of service if served personally on the party to
whom notice is to be given ii) on the day of transmission if sent via facsimile
transmission to the facsimile number given below, and telephonic confirmation or
receipt is obtained promptly after completion of transmission, or iii) on the
day after delivery to Federal Express or similar overnight courier or the
Express Mail service maintained by the U.S. Postal Service, to the party as
follows:
If to CRM and/or D/S:
Mr. ▇▇▇▇▇ ▇▇▇▇▇▇
DriverShield Corp.
DriverShield CRM Corp.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
Meritz & ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to ClaimsNet:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
The ClaimsNet, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a required copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
Sandler Marchesini, PC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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IN WITNESS WHREREOF, intending to be legally bound hereby, the parties hereto
set their hands and seals on the date indicated next to their signature.
DRIVERSHIELD CRM CORP.
Date__________ By:___________________________
DRIVERSHIELD CORP.
[For purposes of Paragraph 7(f) and (j),
and 12 only]
Date__________ By:___________________________
THE CLAIMSNET, INC.
Date__________ By:___________________________
DriverShield ADS Corp.
[For purpose of Paragraph 9 and Exhibit E
only]
Date__________ By:___________________________
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Exhibit C
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POTENTIAL CRM CLIENTS
---------------------
1. Geico
2. Wawaunesa
3. AIG - Specialty Auto
4. Cambridge Integrated Services Group
5. Pekin
6. Cameron
7. Farm Family Insurance
8. ▇▇▇▇▇▇▇ Mutual
9. Auto Owners Insurance Company
10. Travelers P & C
11. Merchants Insurance
12. Austin Mutual
13. Guide One
14. Sentry Insurance
15. Vesta
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EXHIBIT D
---------
CRM Clients List
----------------
1. The St. ▇▇▇▇ Fire & Marine Insurance Companies
2. Liberty Mutual Insurance Co.
3. Employers Insurance of ▇▇▇▇▇▇
▇. Bankers Insurance Company
5. Farmers Alliance Companies
6. AIG
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EXHIBIT E
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MARKETING AGREEMENT
-------------------
BY AND BETWEEN
DRIVERSHIELD ADS CORP.
AND
CLAIMSNET GROUP INC.
MEMBERSHIP FEES FOR THE DRIVERSHIELD AUTO DISCOUNT SERVICE PROGRAM
------------------------------------------------------------------
Plan A - $12 per membership per year, or $1 per month (Individual and Spouse)
o Collision Damage Repair Benefit
o Driver Discount Benefits
o Auto Advice Hotline
o Custom Trip Routing
o Hotel Discounts
o Dining Discounts
o Car Rental Discounts
o New and Used Car Buying Service
o $1,000 Trip Interruption / Accident Coverage
o $1,000 Trip Interruption / Stolen Auto
o 24 Hour Roadside Assistance "Dispatch Only"
Plan B - $21 per membership per year, or $1.75 per month (Individual and
Spouse)
o Collision Damage Repair Benefit
o Driver Discount Benefits
o Auto Advice Hotline
o Custom Trip Routing
o Hotel Discounts
o Dining Discounts
o Car Rental Discounts
o New and Used Car Buying Service
o $1,000 Trip Interruption / Accident coverage
o $1,000 Trip Interruption / Stolen Auto
o 24- Hour Roadside Assistance "Sign and Drive" with $50 per occurrence
coverage ( 3 uses per year )
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EXHIBIT E
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(PAGE 2)
Fulfillment expense is the responsibility of the Marketer.
THE DRIVERSHIELD PROGRAM FEE MAY CHANGE DURING THE TERM OF THIS AGREEMENT SHOULD
MEMBERSHIP BENEFITS BE ADDED OR DELETED BY ADS. ANY SUCH CHANGE BY ADS SHALL BE
COMMUNICATED IN WRITING TO CLAIMSNET AT LEAST 60 DAYS IN ADVANCE OF THE
EFFECTIVE DATE OF SUCH CHANGE. PRIOR TO NINETY (90) DAYS BEFORE THE EXPIRATION
OF THE TERM, THE ADS MAY CHANGE THE PROGRAM FEE THAT WILL BECOME EFFECTIVE UPON
THE COMMENCEMENT OF THE NEW TERM. ANY INCREASE IN THE PROGRAM FEES OR DECREASE
IN PROGRAM BENEFITS OR SERVICES, IF DEEMED MATERIAL BY CLAIMSNET, MAY RESULT IN
THE TERMINATION OF THE AGREEMENT, AT CLAIMSNET'S SOLE DISCRETION.
The following information is needed for new enrollees:
o Name
o Address
o Telephone Number
o Account Number
o Effective Date
o Termination Date (based on billing mode i.e. annual, monthly etc.)
o Payment Amount
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