Sample Business Contracts

Marketing Cooperation Agreement - Cavion Technologies Inc. and Mission Critical Recovery Inc.

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     This Marketing Cooperation Agreement dated December 8, 1999, is between
Cavion Technologies, Inc. dba ("Cavion"), and Mission Critical
Recovery, Inc. ("MCR"). MCR is a leading provider of electronic data vaulting
services for credit unions. Cavion is a leading provider of secure Internet
access, transactional banking and other network services, including a private
financial network (CuInet) to credit unions. MCR and Cavion desire to enter into
a marketing cooperation relationship for their mutual benefit.

It is agreed as follows:

1.   MARKETING COOPERATION. MCR will promote the Cavion network services, on a
     nonexclusive basis, to its credit union clients and prospects. Cavion will
     refer its credit union clients and prospects to MCR, on a nonexclusive
     basis, electronic data vaulting. The parties will engage in joint
     advertising and product-oriented public relations, as mutually agreed from
     time to time during the term of this agreement. Each party will at all
     times give prompt, courteous and efficient service to clients, and will do
     nothing which tends to injure the reputation or goodwill of the other

2.   WEB SITE LINKS. The parties will provide links to each other's web sites on
     the terms described in this section. For purposes of this agreement, "link"
     means a hypertext link to the home page of a web site that connects the
     user to that web site, "host site" means a party's web site on which a link
     to the other party's web site is displayed, and "target site" means the web
     site to which a link connects.

     2.1  Each party will provide a text file incorporating a link to that
          party's target site (a "link file"). The link file, in a form mutually
          agreed upon, will be incorporated into the HTML files of the other
          party's host site. The link will be located on a page of the host site
          chosen by the host site owner with input from the target site owner.
          The party providing the link file may request updates to the link file
          from time to time.

     2.2  Each party hereby grants to the other, during the term of this
          agreement and subject to the provisions of this agreement, a
          nonexclusive nontransferable license to establish a link from the host
          site to the target site, and to use the link file provided by the
          target site owner for the purpose of establishing such link. This
          license does not include rights to (a) use the link file for any other
          purpose, (b) modify or create a derivative work based on the link
          file, or (c) sublicense or transfer this license to any third party.
          All rights not explicitly granted to the host site owner under this
          section are reserved to the target site owner.


3.   NO FEES. Except as otherwise agreed, (a) each party will bear its own costs
     of the activities contracted for under this Marketing Cooperation

4.   WARRANTIES AND LIMIT OF LIABILITY. Each party represents and warrants to
     the other that (a) it owns or has the right to use all material contained
     in the link file and all materials at the target site, and (b) the use of
     the link file as contemplated by this agreement does not violate any
     criminal laws or infringe the patent, copyright, trademark or trade secret
     rights of any third party. EACH PARTY DISCLAIMS ANY OTHER WARRANTIES,
     will either party be liable for any incidental, consequential or exemplary
     damages, even if the party is aware of the possibility of such damages.

5.   CONFIDENTIALITY. Each party will maintain the confidentiality of all
     confidential and proprietary information furnished to it by the other party
     under this agreement, and will not use or disclose any such confidential or
     proprietary information except as required to perform its obligations or
     enforce its rights under this agreement, or as required by law or court
     order to be disclosed. Neither party will have any rights to any
     proprietary information or intellectual property of the other party by
     virtue of this agreement. Any public announcement regarding this agreement
     will require prior approval of both parties. The provisions of this section
     will survive termination of this agreement for two years, or in the case of
     any trade secret, as long as such information remains a trade secret.

6.   INDEMNITIES. Each party indemnifies the other (and its affiliates and
     agents) against all loss, liability or expense (including reasonable
     attorney and witness fees and expenses) arising out of or related to the
     indemnifying party's link file or any materials at its target site,
     including any claim that materials of the indemnifying party infringe the
     patent, copyright, trademark or trade secret rights of any third party. For
     this purpose, "materials" of a party means any content or technology used
     or supplied by that party for use with the link file or the target site. In
     each case, the indemnity is subject to the conditions that:

          (a)  the indemnifying party is notified of the claim in a timely

          (b)  the indemnified party provides all reasonable assistance to
               defend against the claim at the indemnifying party's expense; and

          (c)  the indemnifying party is given control of the defense and

     The provisions of this section will survive termination of this agreement
     for a period equal to the statute of limitations governing the indemnified
     claim, and will continue to apply to any claim filed within that period.


7.   TERM AND TERMINATION. The term of this agreement will be for three years
     from the date hereof. Thereafter, this agreement will automatically renew
     for additional three-year periods unless terminated by either party by
     notice at least 90 days prior to the renewal date. Either party may
     terminate this agreement upon at least 90 days notice to the other. Either
     party may terminate this agreement immediately upon notice to the other:

          (a)  if the other party materially breaches any of its obligations
               under this agreement and the breach is not cured within 30 days
               after notice thereof; or

          (b)  if insolvency proceedings pursuant to any federal or state law
               are filed by the other party, or are filed against the other
               party and not dismissed within 30 days; if substantially all of
               the assets of the other party are transferred to an assignee for
               the benefit of creditors, a receiver or a trustee in bankruptcy;
               if the other party is adjudged bankrupt; or if the other party
               ceases to carry on business.


     8.1  The parties are independent contractors. Neither party is an agent or
          partner of the other, or has the right to incur any obligation on
          behalf of the other. Each party may use the other's name and
          trademarks only with the other's prior written consent. Upon
          termination of this agreement, all use of such names and trademarks
          will immediately be discontinued, and each party will return to the
          other all promotional materials and other items bearing the other's
          name or trademarks that are in its possession. Each party will set its
          own prices for the services to which clients are referred under this

     8.2  Notices under this agreement will be in writing and will be effective
          when received by certified mail, overnight courier, fax or hand
          delivery to the address set forth below (as may be changed from time
          to time by written notice). Refusal to accept delivery will be deemed

     8.3  This agreement will be binding upon the assigns and successors in
          interest of the parties. Neither party may assign this agreement
          without the other party's written consent, which will not unreasonably
          be withheld. This agreement is governed by the laws of the State of
          Colorado. No provision of this agreement may be waived or modified
          except in writing signed by MCR and Cavion. This agreement is the
          entire agreement between the parties as to its subject matter, and
          supersedes any other communications between the parties. This
          agreement may be executed in counterparts, each of which will
          constitute an original. If any provision of this agreement is found to
          be invalid or unenforceable, such provision will be modified (in the
          affected jurisdiction) to the minimum extent required, and the
          remainder hereof will not be affected.


         IN WITNESS WHEREOF, the parties have executed this Marketing
Cooperation Agreement as of the date first written above.


By:                                     By:
   ----------------------------            ------------------------------------

Title:                                  Title:
      -------------------------               ---------------------------------

Address:                                Address:
        -----------------------                 -------------------------------

Mission Critical Recovery, Inc.         Cavion Technologies, Inc.
6195-4 Lake Gray Blvd.                  7475 Dakin Street, Suite 607
Jacksonville, Florida 32244             Denver, Colorado 80221-6920
Attn:                                   Attn: President
Fax:     904-771-7310                   Fax:     303-657-8210
Voice:  904-771-9588                    Voice:  303-657-8212