Sample Business Contracts

Service Agreement - Intellipost Corp. and Direct Marketing Corp.

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                                SERVICE AGREEMENT

        This Agreement is entered into this 30th day of November, 1998, by and
between Intellipost Corporation ("IPOST") and Direct Marketing Technology, Inc.

        WHEREAS, IPOST and DMT and Enhanced Response Technologies, Inc. ("ERT")
have all entered into agreements whereby IPOST will acquire 100% of
MotivationNet, LLC ("MNET") from DMT and ERT and 100% of the stock of ERT (the
"Transaction"); and,

        WHEREAS, as an inducement for DMT to enter the Transaction, IPOST has
agreed to utilize DMT and its affiliates to provide certain services and
products to IPOST in connection with its business operations, and to encourage
its customers to utilize DMT and its affiliates for services that its customers
may need;

        NOW, THEREFORE, IPOST and DMT agree as follows:

1.      DMT hereby agrees to perform either by itself or through an affiliate
        all Data Services that it or its affiliates provide (in the aggregate
        hereinafter referred to as the "Services") required by IPOST for the
        operation and administration of the MyPoints(R) Program ("Program") and
        other business services operated by IPOST.

        a.      For the purposes of this Agreement, Services shall include, but
                not be limited to: (i) provision of consumer or business credit
                reports or information necessary for IPOST's business, (ii)
                provision of marketing or demographic data for database
                enhancement or fist services or any other lawful use, (iii)
                service bureau services, including list processing services or
                other information append services; or (iv) any other data
                products or services provided by DMT or its affiliates.

        During the term of this Agreement, and subject to DMT being able to
        provide all Services required by IPOST in accordance with the terms and
        conditions set forth in this Agreement and at those charges specified
        below, IPOST agrees to use DMT as its sole and exclusive source for all
        Services IPOST may need.

2.      DMT will charge IPOST and IPOST agrees to pay DMT during the term of
        this Agreement DMT's current normal price for such Services. DMT agrees
        that the "current normal price" charged to IPOST for Services will be
        the lowest price it charges to its other customers who are utilizing DMT
        for Services at similar volumes and processing frequency as those
        requested by IPOST. DMT will invoice IPOST on a monthly basis for all
        charges for the previous month. All such invoices shall be due net 30
        days. If IPOST is able to receive the Services from another vendor at
        lower prices than those offered by DMT, IPOST shall notify DMT of such
        circumstance, and DMT shall be entitled to meet such price. If DMT does
        not meet such price, IPOST may obtain the Services for which DMT did not
        meet the superior price from another vendor. All other terms of this
        Agreement shall remain in effect for all other Services.

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3.      The initial Term of this Agreement shall be for two years from the date
        first set forth above and shall continue from year to year thereafter
        until terminated by either party as set forth below.

        a.      Following the initial Term of this Agreement either party shall
                have the right to terminate this Agreement at the end of an
                Agreement Term by giving the other party notice of intent to
                terminate at least 90 days prior to the end of the respective

        b.      In the event of a material breach hereof, the non-breaching
                party shall have the right to terminate this Agreement upon
                thirty (30) days' written notice to the breaching party, unless
                said breach is cured to the satisfaction of the non-breaching
                party during said thirty (30) day period.

        c.      DMT may terminate this Agreement on thirty (60) days' written
                notice if, in DMT's reasonable business judgment, privacy
                regulations or concerns make IPOST's use of demographic data
                provided hereunder unlawful or untenable.

4.      DMT agrees to provide all Services and other services specified
        hereunder to IPOST in a timely and professional manner. DMT will at all
        times have adequate numbers of qualified and trained personnel and
        adequate systems resources (including hardware and software) in place to
        meet IPOST's Services requirements as they may change from time to time.

        a.      DMT agrees to exercise professional care and competence in the
                performance of Services for IPOST hereunder. DMT shall apply
                those principles, practices, procedures and standards of care
                that are accepted and applied by other competent providers of
                similar services.

        b.      DMT's liability to IPOST, regardless of whether such liability
                is based upon breach of contract, tort, strict liability, breach
                of warranties, failure of essential purpose or otherwise, under
                this Agreement or with respect to the Services, shall be limited
                to the amount of fees (includes all fees provided for in
                Sections 2.a above) paid to DMT by IPOST hereunder for the
                services alleged to give rise to such liability. The limitation
                of liability provided for in this section 4b shall not apply to
                any willful breach of any provision of this Agreement.

        c.      Neither party shall be liable to the other party for
                consequential, incidental, indirect, punitive or special damages
                (including loss of profits, business or goodwill), regardless of
                whether such liability is based on breach of contract, tort,
                strict liability, breach of warranties, failure of essential
                purpose or otherwise, even if advised of the likelihood of such

        d.      Except as otherwise specifically stated herein, DMT makes no
                warranties or representations, of any nature, whether express or
                implied including, but not limited to, warranties of
                merchantability or fitness for a particular purpose.

5.      POST and DMT each hereby authorize the other to act as its
        representative for the limited purpose of offering the products and
        services of the other to third parties; however, neither 


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        party shall have the right to bind the other with regard to any specific
        transaction without the approval of the other party being first
        obtained. The specific products and services to be offered, and any fees
        to be paid in connection with sales arising from such representation,
        shall be determined in writing between the parties from time to time
        during the term of this Agreement.

6.      All notices, requests, demands and other communications under this
        Agreement shall be in writing and shall be deemed to have been given on
        the date of service if served personally on, or faxed to, the party to
        whom notice is to be given, or on the fifth day after mailing, if mailed
        to the party to whom service is to be given, by first class mail,
        registered or certified, postage prepaid, and properly addressed.

7.      Failure of either party to perform hereunder shall not be construed as a
        breach of this Agreement if such failure to perform is caused by riot,
        war, or hostilities between nations, embargoes, government orders,
        regulations, laws, ordinances or rulings, acts of God, fire, accidents,
        strikes, or other contingencies beyond the reasonable control of the
        non-performing party. The non-performing party shall give prompt written
        notice to the other party of the reason for its failure to perform and
        the extent and duration of its inability to perform and the period of
        performance and term of this Agreement shall be extended to the extent
        of any such delay and neither party shall incur any liability to the
        other party as a result of such delay or suspension. Upon cessation of
        such situation, the non-performing party shall resume performing
        hereunder. However, in the event the non-performing party shall be
        unable to perform for a period of sixty (60) days or more, the other
        party shall have the right to terminate this Agreement upon ten (10)
        days' written notice to the non-performing party.

8.      Each party agrees that it shall treat the Confidential Information of
        the other with the same degree of care it treats confidential
        information of its own which it does not wish to disclose to the public.
        For the purposes of this Agreement, "Confidential Information" shall
        mean the product information and specifications, databases, information
        content, program software and related documentation, manuals information
        and specifications, financial and marketing information of the
        disclosing party so identified as "confidential" by said party. It shall
        not include (i) information in the public domain or which comes into the
        public domain other than through breach hereof by the receiving party,
        (ii) information in the receiving party's possession prior to disclosure
        to it by the disclosing party, or (iii) information disclosed to the
        receiving party by a third party who is not under a similar obligation
        to the disclosing party. The receiving party shall have the right to
        disclose such Confidential Information as it is obligated to disclose by
        order of a court of law or administrative body which has the legal
        authority to order such disclosure. However, before any such disclosure
        the receiving party shall notify the disclosing party of the order to
        disclose to allow the disclosing party the opportunity to bring action
        to protect its Confidential Information.

9.      If any portion of this Agreement is held to be void, invalid, or
        otherwise unenforceable, in whole or in part, the remaining portions of
        this Agreement shall remain in effect.


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10.     No amendment or modification to this Agreement shall be valid or binding
        upon the parties unless such amendment or modification shall be in
        writing and duly executed by authorized representatives of both parties.

11.     Neither party shall assign this Agreement, or its rights or obligations
        hereunder, without the written permission of the other first obtained,
        except that either party shall have the right to assign this Agreement
        to a parent, subsidiary or affiliate.

12.     This Agreement shall be governed under the laws of the State of

13.     This Agreement contains the entire agreement between the parties with
        respect to the subject matter hereof and supersedes any and all other
        prior understandings and agreements, oral or written, between the
        parties with respect to the subject matter hereof.

                  [Remainder of page intentionally left blank]


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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed by their respective representatives as of the date first set
        forth above.

                                       INTELLIPOST, INC. ("IPOST")

                                       By: /s/ Steven M. Markowitz


                                       DIRECT MARKETING TECHNOLOGY, INC. ("DMT")

                                       By: /s/ Thomas Newkirk