Preview of our top selling Marketing Agency Agreement
Insweb - Manager, Agency Marketing
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
March 10, 1999
MEMO TO: Kevin Keegan
President, Insurance Services
InsWeb Corporation
FROM: Bob Reiner
Manager, Agency Marketing
State Farm Insurance Companies
RE: Year 2000 Compliance
State Farm represents and warrants that it is taking reasonable measures to assure that any potential problems due to the processing of dates will not disrupt its normal business operations.
/s/ Bob Reiner
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Bob Reiner
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ADDENDUM ONE
TO THE SERVICE AGREEMENT
#4727662
The undersigned parties to the Services Agreement, effective October 22, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:
WHEREAS, The parties entered into the Agreement on October 22, 1997 whereby InsWeb agreed to provide to State Farm certain services for the purpose of promoting, marketing and facilitating the sale of term life insurance on the Internet; and
WHEREAS, The parties entered into an agreement on September 15, 1997 whereby InsWeb agreed to provide to State Farm certain services for the purpose of promoting, marketing and facilitating the sale of auto insurance on the Internet; and
WHEREAS, The parties now want to combine the two agreements into a single agreement and the surviving agreement shall be that agreement entered into on September 15, 1997;
Therefore, the parties agree as follows:
Effective September 15, 1998, the Agreement, # 4727662, shall be combined with the Service Agreement, # 4718921, entered into by and between State Farm and InsWeb on September 15, 1997 and Service Agreement, #4718921, shall be modified on September 15, 1998 to add Exhibit C, Schedule of Term Life Lead Referral Program Services and Fees/
AGREED:
STATE FARM MUTUAL AUTOMOBILE INSURANCE INSWEB COMPANY
By: /s/ Ann Baughan By: /s/ Kevin Keegan
-------------------------------- ------------------------------------- Name: Ann Baughan Name: Kevin Keegan
------------------------------ ----------------------------------- Title: Vice Pres. - Marketing Title: President, Insurance Services
----------------------------- ---------------------------------- Date: 10/14/98 Date: 10/20/98
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SERVICES AGREEMENT
Agreement #4727662
This InsWeb Services Agreement (the "Agreement") between InsWeb, a California corporation, whose address is 1875 S. Grant Street, Suite 800, San Mateo, California 94402, and State Farm Mutual Automobile Insurance Company, an Illinois corporation, acting on its behalf and that of its Subsidiaries and Affiliates ("STATE FARM"), a company having its corporate headquarters at One State Farm Plaza, Bloomington, Illinois, 61710, shall be effective according to its terms as of the "Effective Date" (as defined on the signature page hereto). Any capitalized terms not defined in the body of this Agreement are defined in Exhibit "A" attached hereto.
WITNESSETH
WHEREAS, InsWeb has developed and operates an Internet WWW site for the purpose of promoting, marketing and facilitating the sale of insurance and financial services and products; and
WHEREAS, certain services and participation in InsWeb are requested by STATE FARM; and
WHEREAS, InsWeb has agreed to provide such services and participation in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1 InsWeb agrees to provide those services to STATE FARM as set forth in
Exhibit A, attached hereto and incorporated herein (the "Services"). In
exchange for the Services, STATE FARM shall pay to InsWeb the fees as are
set forth on Exhibit A. The Set-up fee of $[****] (which is described in
Exhibit A, ) is payable within thirty (30) days of the effective date of
this agreement.
Bills for all other fees described in Exhibit A are due and payable by
STATE FARM within thirty (30) days of the receipt by STATE FARM of an
accurate invoice.
2. Each party shall keep confidential, and not use for any purpose except to
perform its respective obligations pursuant to this Agreement, any
proprietary, trade secret, business, trade secret, copyright, patent or
other such information of the other party, or of any of its vendors,
suppliers, independent contractor insurance agents or customers, which it
learns as the result of carrying out its obligations thereunder
("Confidential Information"); provided, however, that Confidential
Information does not include information that: (a) receiving party can
demonstrate was known by receiving party prior to the disclosure thereof
by disclosing party; (b) properly came into the possession of receiving
party from a third party which was not under any obligation to maintain
the confidentiality of such information; (c) has become part of the public
domain through no act or fault on the part of the receiving party in
breach of this Agreement; or (d) receiving party can demonstrate
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was independently developed by or for receiving party without the use of
Confidential Information. Each party expressly further agrees that it
shall return any such information and copies thereof to the other party
upon completion of its duties under this Agreement, or upon the other
party's request. The terms of this Section 2 shall survive the termination
of this Agreement. The foregoing prohibition on non-disclosure shall not
apply to the extent that disclosure of Confidential Information to proper
legal and regulatory authorities is required by law or regulation. In the
event the receiving party receives a request to disclose all or any part
of the Confidential Information under the terms of a valid subpoena or
order issued by a court of competent jurisdiction or by a governmental
body, the receiving party agrees to: (a) notify the disclosing party
promptly of such request; (b) provide the disclosing party with reasonable
assistance in obtaining an order or other reliable assurance that
confidential treatment will be accorded to such portion of the
Confidential Information that the disclosing party so designates. The
parties acknowledge that a breach of this Section would cause irreparable
harm to the disclosing party, which would not have an adequate remedy at
law, and agree that such party may seek equitable relief.
3. InsWeb represents and warrants that it has the ability and expertise to
perform its responsibilities hereunder and shall perform the Services in a
professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, INSWEB MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AS
TO THE SERVICES, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE.
4. The parties expressly agree that the InsWeb shall be an independent
contractor for all purposes in the performance of this Agreement and that
none of its employees or agents shall be considered an employee of STATE
FARM for any purpose.
5. [****]
6. a. InsWeb expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold
STATE FARM fully harmless against any loss, damages, claims
or expenses of any kind whatsoever, including costs and
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reasonable attorneys' fees, which STATE FARM shall incur to the
extent caused by or arising from the negligent acts of, or negligent
failure to act by InsWeb, its employees or agents in the performance
of this Agreement while on STATE FARM's premises.
b. STATE FARM expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold InsWeb
fully harmless against any loss, damages, claims or expenses of any
kind whatsoever, including costs and reasonable attorneys' fees,
which InsWeb shall incur to the extent caused by or arising from the
negligent acts of, or negligent failure to act by STATE FARM or its
employees in the performance of this Agreement while on InsWeb
premises.
c. In the event of an indemnifiable event, either party shall give
prompt notice of any such claim to the other party, and the
indemnifying party shall have the right and obligation to control
and direct the investigation, defense and settlement of each such
claim. The indemnified party shall reasonably cooperate in
connection with the foregoing. The rights and obligations of the
parties pursuant to this Section 7 shall survive any termination or
expiration of this Agreement.
7. The Term of this Agreement shall be as set forth in Exhibit A and shall be
to run for an initial period of [****] from date of execution. If either
party neglects or fails to perform any of its material obligations under
this Agreement and such failure continues for a period in excess of thirty
(30) days after written notice thereof from the non-breaching party
(containing a reasonably detailed statement of the alleged failure to
perform), the nonbreaching party shall have the right to terminate this
Agreement immediately upon further written notice to the breaching party.
During any notice and cure period, both parties shall continue to be bound
by all the terms and conditions of this Agreement.
8. Anything in the Agreement to the contrary notwithstanding, neither party
may delegate or assign its rights or duties under the Agreement to any
other entity, including an entity which affiliates or merges with or
acquires such party, except when such delegation or assignment is approved
in advance by the other party in writing, which approval such approving
party may in its sole discretion grant or deny.
9. EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTIONS 6 AND 12, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR
REVENUE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OF ANY KIND WHATSOEVER
IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF SUCH PARTY
HAS BEEN ADVISED OF THE
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POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. FURTHER, EXCEPT TO THE
EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS
6 AND 12, IN NO EVENT WHATSOEVER SHALL EITHER PARTY'S LIABILITY FOR DIRECT
DAMAGES TO THE OTHER PARTY FOR ANY OTHER REASON WHATSOEVER EXCEED IN THE
AGGREGATE THE SUM OF [****]. THE FOREGOING LIMITATION OF LIABILITY SHALL
NOT APPLY TO THE COMPENSATION PAYABLE UNDER THIS AGREEMENT.
10. It is expressly agreed that if either party, on any occasion, fails to
perform any term of this Agreement, and the other party does not enforce
that term, the failure to enforce on that occasion shall not constitute a
waiver of that term by the other party. A waiver of any provision of the
Agreement or any right or obligations of either party hereunder shall be
effective only to the extent provided to a writing signed and delivered by
the party waiving compliance.
11. Anything in the Agreement to the contrary notwithstanding, under no
circumstances whatsoever shall STATE FARM pay any taxes which it does not
customarily pay in transactions of the nature set forth in the Agreement.
Under no circumstances whatsoever shall STATE FARM be liable for any
penalties, fines or other such charges incurred due to the failure of
InsWeb to timely pay when due any taxes owed by it under the Agreement.
12. Anything in the Agreement to the contrary notwithstanding, each party at
its own expense shall defend, indemnify and hold the other fully harmless
against any action asserted against such party (and specifically including
costs and reasonable attorneys' fees associated with any such action) to
the extent that it is based on a claim that any materials, content or
services provided by the indemnifying party under this Agreement infringe
upon any patent, copyright, license or other property right or proprietary
right of any third party (as used in this Section 12, a "claim of
infringement"). Either party shall promptly notify the other in writing of
any such claim. If as a result of any claim of infringement, the
indemnified party is enjoined from using the materials, content or
services, or if the indemnifying party believes that such materials,
content or services are likely to become the subject of a claim of
infringement, the indemnifying party at its option and expense may procure
the right for the indemnified party to continue to use the materials,
content or services, or replace or modify the materials, content or
services so as to make such non-infringing. The rights and obligations of
the parties pursuant to this Section 12 shall survive any termination or
expiration of this Agreement so long as such replacement or modification
shall not materially degrade the performance rendered to the indemnified
party pursuant to this Agreement. a party shall not have any liability
under this Section to the extent the claim of infringement is caused by
the party seeking indemnification hereunder.
13. Neither party shall be liable for any delays in performance hereunder due
to unforeseen circumstances beyond its control including, but not limited
to, acts of nature, fire, flood,
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acts of governments, delays in transportation, and delays in delivery or
inability of suppliers to deliver. In such event, this Agreement shall
remain valid and the rights and obligations it sets forth shall be resumed
when such party shall again be able to perform its obligations, however,
in such event the parties hereby mutually agree on an outside limitation
date. not in excess of sixty days. If such party is unable to resume the
performance of its obligations within such period, then either party shall
have the option to terminate this Agreement by so notifying the other
party in writing.
14. This Agreement together with the Exhibit hereto shall be an Agreement
binding upon each of the parties hereto, their successors and, to the
extent permitted, their assigns. This Agreement shall be effective upon
written execution by both parties. This Agreement shall be governed by the
laws of the State of Illinois without regard to its conflict of laws
procedures. This Agreement cannot be amended or otherwise modified except
as agreed to in writing by each of the parties hereto. This Agreement and
the exhibit represent the sole Agreement between the parties and
supersedes and merges any prior Agreement, oral or written between the
parties with respect to the subject matter hereof, including but not
limited to any letters of intent and confidentiality agreements. Any
additional or different terms in the parties communications, whether
acknowledgments, invoices or otherwise, are hereby deemed to be material
alterations and notice of objection to them and rejection of them is
hereby given. The headings used in this Agreement are for convenience only
and shall not be considered in its interpretation.
15. [****]
16. Except as otherwise specified herein, all notices, demand or communications required hereunder shall be in writing and delivered personally, or sent either by the equivalent of U.S. certified mail, postage prepaid return receipt requested or by overnight delivery air courier (e.g., Federal Express) to the parties at their respective addresses set forth on the signature page hereto. All notices, requests, demands, or communications shall be deemed effective immediately upon the earlier of personal delivery, or four days following deposit in the mails as set forth above, or one business day following deliver tot he overnight delivery air courier in accordance with this Section. The parties may change their respective addresses for notification of five days advance written notice pursuant to the procedures set forth in this Section.
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17. Each party shall, at its own expense, comply with any applicable
governmental law, statute, ordinance, administrative order, rule, or
regulation relating to its business or its duties, obligations and
performance under this Agreement, shall procure and maintain in force all
governmental licenses and pay all fees and other charges required
thereby, including but not limited to STATE FARM's obligation to obtain
regulatory approval for the terms and conditions of its applications,
policies, endorsements, forms and advertising, and shall cooperate to the
extent reasonably necessary to enable the other party hereto to comply
with applicable law or regulations, or the reasonable requirements,
requests or investigations of proper regulatory authorities.
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IN WITNESS WHEREOF, InsWeb and STATE FARM have caused this Agreement to be executed by their respective, duly authorized officers. This Agreement shall become binding upon the execution and delivery of both parties, and be deemed effective as of the below Effective Date.
Effective Date:
INSWEB STATE FARM MUTUAL AUTOMOBILE
INSURANCE COMPANY
One State Farm Plaza
Bloomington, IL 61710 INSWEB 1875 S. Grant Street San Mateo, CA 94402
/s/ Darrell J. Ticehurst /s/ G. Mons Schrantz ----------------------------------- ---------------------------------------- Signature Signature
Darrell J. Ticehurst G. Mons Schrantz ----------------------------------- ---------------------------------------- Printed or Typed Name Printed or Typed Name
President Vice President - Marketing ----------------------------------- ---------------------------------------- Title Title
October 15, 1997 October 22, 1997 ----------------------------------- ---------------------------------------- Date Date
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EXHIBIT A
[****]
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ADDENDUM THREE
TO THE SERVICE AGREEMENT
#4718921
The undersigned parties to the Services Agreement, effective September 15, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:
Deleted Exhibits:
-----------------
Exhibit A-2, Schedule of Auto Lead Referral Program Services and Fees;
Exhibit B-1, Schedule of Homeowners Lead Referral Program Services and
Fees; and
Exhibit C, Schedule of Term Life Lead Referral Program Services and Fees.
The deleted schedules are replaced by Exhibit A-3, Schedule of Lead Referral Program Services and Fees, which is attached hereto and incorporated herein. Exhibit A-3 shall be effective for the period beginning [****] and ending [****], unless extended by the Parties.
This Amendment shall be effective on the date the second of the two parties to sign executes this Amendment below.
AGREED:
STATE FARM MUTUAL INSWEB CORPORATION AUTOMOBILE INSURANCE COMPANY 901 Marshall Street 1 State Farm Plaza Redwood City, CA 94063 Bloomington, IL 61710
By: /s/ Charles R. Wright By: /s/ Kevin Keegan
-------------------------------- ------------------------------------- Name: Charles R. Wright Name: Kevin Keegan
------------------------------ ----------------------------------- Title: Ex. V.P. Mkting. Title: President, Insurance Services
----------------------------- ---------------------------------- Date: [****] Date: [****]
------------------------------ ---------------------...
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