THIS AGREEMENT, is hereby entered into this 25th day of July, 2000 between
LEGALCLUB.COM, INC., D/B/A LEGAL CLUB OF AMERICA (hereinafter referred to as
"CLUB"), a Florida corporation having its principal office at 1601 N. Harrison
Parkway, Suite 200, Bldg A, Sunrise, Florida 33323 and Forum Marketing
(hereinafter referred to as "FORUM"), having its corporate headquarters located
at 4004 Seneca Street, West Seneca, New York 14224.
WHEREAS CLUB desires to sell the Legal Club of America program via
telemarketing (among other methods) and to utilize the services of outside call
WHEREAS FORUM maintains a separate and distinct business as a call center
able to handle all aspects of telemarketing including payment processing and as
a broker who can supervise other call centers; and
WHEREAS CLUB and FORUM have agreed upon the terms of their business
NOW, THEREFORE, for good and valuable considerations, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
1. FORUM shall serve as a call center to handle inbound and outbound
telemarketing calls for CLUB.
2. The Term of this Agreement shall commence on the date hereof and
shall continue for three (3) years, subject to automatic renewals of
the Term for successive three year periods, unless either party
terminates this Agreement by giving the other party written notice
of said termination at least thirty (30) days prior to any desired
termination date. The Term may also be terminated by either party
(a) in the event of a material default hereunder by the other party,
which default is not cured within ten (10) days after notice of the
default is given by the party seeking to terminate the term and (b)
by either party immediately upon the institution by or against the
other party of insolvency, receivership, or bankruptcy proceedings,
upon any assignment for the benefit of the other party's creditors,
or upon the other party's dissolution or ceasing to do business.
Upon termination, each party shall remain liable for any amounts due
or accrued as of the effective date of termination of the term, and
for any and all covenants contained herein.
3. During the term of this Agreement FORUM and its contracted call
centers shall not serve as a call center or handle any marketing,
inbound or outbound, directly or indirectly, for any other legal
services program other than CLUB'S.
4. FORUM shall follow all approved scripts and marketing tools as
provided by CLUB. All marketing tools and scripts must be
pre-approved in advance by CLUB.
5. FORUM shall handle all payment processing and shall collect the
membership fees from each membership sale it facilitates. FORUM
shall also handle all refunds due to member cancellations within
CLUB's refund policies. CLUB shall supply FORUM with all pertinent
program information including membership fee charges when necessary.
6. FORUM shall send all enrolled member information as well as
cancellation information to CLUB on Tuesday of each week in an
electronically acceptable format as detailed in Exhibit A attached
hereto and incorporated herein by this reference.
7. FORUM shall send CLUB the appropriate member fees on Wednesday of
each week. Such funds shall be sent via wire transfer. The member
fees are set forth in Schedule A, attached hereto and incorporated
herein by this reference.
8. All renewal memberships obtained on an outbound effort by FORUM
shall be priced in accordance with Schedule A. For fees collected on
an annual basis by FORUM, all fees shall be submitted to CLUB on a
lump sum basis. For fees collected on a monthly basis by FORUM, fees
shall be remitted to CLUB as collected monthly. All fees shall be
remitted in accordance with Section 7 above.
9. CLUB shall be responsible for all fulfillment of new member
10. FORUM warrants that it shall conduct its business in accordance with
all applicable State and Federal law.
11. CLUB AND FORUM acknowledges and agrees that each party has a
legitimate business interest in protecting its proprietary
information from abuse and agrees that the restrictions set forth
herein are reasonably necessary to protect such legitimate business
12. Each party acknowledges that during the Term, it shall have access
to the confidential information and trade secrets of the other,
consisting of, but not limited to, customer lists and information
concerning each other's methods of operations, regulatory status,
attorney lists, systems, products, customer lists, agent lists,
membership information and other such proprietary business
information. For purposes of this Agreement, "confidential
information" means any confidential or other proprietary information
disclosed by one party to the other under this Agreement, except
information that ( a ) is public knowledge at the time of
disclosure, ( b ) was known by the receiving party before disclosure
by the disclosing party, or becomes public knowledge or otherwise
known to the receiving party after such disclosure, other than by
breach of a confidentiality obligation, or ( c ) is independently
developed by the receiving party.
13. During the term of this Agreement and for a period of two years
following the termination of this Agreement for any reason, within
the geographical region of the United States of America and its
territories, the receiving party shall ( a ) not disclose the
confidential information to any third party, ( b ) not use the
confidential information in any fashion except for purposes of
performing this Agreement, ( c ) exercise reasonable care to prevent
disclosure, and ( d ) notify the disclosing party of any
unauthorized disclosure or use of the confidential information. Upon
termination of this Agreement for any reason, each party shall
immediately deliver to the other party all copies of the
confidential information received from such other party. Each party
acknowledges that breach of the covenants contained herein will
cause irreparable harm to the disclosing party entitling the
disclosing party to injunctive relief, among other remedies, against
any breach or threatened breach, without waiving or affecting any
claim for damages or other relief.
14. CLUB and FORUM declare that the territorial and time limitations as
stated herein, are reasonable and properly required for the adequate
protection of each party's business. In the event that any of the
territorial or time limitations are deemed to be unreasonable by a
court of competent jurisdiction, then all parties agree and submit
to the reduction of either the territorial or time limitation as the
court deems reasonable.
15. Each party (the Indemnifying Party) shall indemnify the other
party(s) and its directors, officers, agents, employees,
contractors, affiliates, or subsidiaries (collectively referred to
as "Indemnified Parties" and hold the Indemnified Parties harmless
from and against any losses, costs, damages, and fees (including
reasonable attorney's fees) incurred by the Indemnified Parties in
connection with: ( a ) any breach by the Indemnifying Party of any
warranty, covenant or obligation under this Agreement or ( b ) the
Indemnifying party's acts or omissions, or the use of any product or
service provided by the Indemnifying party to the members of
Randolph's program. Upon appropriate notice, the Indemnifying party
shall defend, at its expense, any claim brought against one or more
of the Indemnified Parties based on or arising out of one or more of
the provisions contained herein.
16. The parties agree that this Agreement shall be subject to and
governed by the laws of the State of Florida. In the event that
legal proceedings become initiated with reference to this Agreement
for any reason, venue shall remain in Broward County, Florida.
17. The parties hereby agree if any provision of this Agreement is held
to be invalid or unenforceable, all other provisions shall
nevertheless continue in full force and effect.
18. The parties hereby agree that in the event a suit is initiated with
reference to this Agreement by any party, the prevailing party shall
be entitled to an award of reasonable attorneys fees and
disbursements incurred by such party in connection with, including
but not limited to fees and disbursements in administrative,
regulatory, bankruptcy and appellate proceedings.
19. The parties hereby agree that modification and waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement. The
failure of any party to insist upon strict performance of any of the
provisions of this Agreement shall not be construed as a waiver of
any subsequent default or breaches of the same or similar nature.
20. The parties hereby agree that this Agreement contains the entire
understanding of the parties. There are no representations,
covenants, warranties or undertakings other than those expressly set
forth in this agreement.
21. This Agreement shall be binding on and inure to the benefit of the
respective parties hereto and their successors and assigns. The
obligations and rights hereunder may not be assigned to another
entity or individual without the express written consent of the
22. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument and may be delivered by facsimile;
facsimile signatures shall have the force and effect of original
23. All notices required or allowed hereunder shall be in writing and
shall be deemed given upon (1) hand delivery or (2) deposit of same
in the United States Certified Mail, Return Receipt Requested, first
class postage and registration fees prepaid and correctly addressed
to the party for whom intended at the address listed in the first
page hereof, or such other address as is most recently noticed for
24. All references to gender or number in this Agreement shall be deemed
interchangeably to have a masculine, feminine, neuter, singular or
plural meaning, as the sense of the text requires.
25. Each party represents and warrants to the other as follows:
(a) the execution , delivery and performance of this Agreement (1)
has been duly authorized by all necessary or appropriate acts
or proceedings, corporate or otherwise; (2) does not violate
or conflict with any provision of its respective Articles of
Incorporation, By-Laws, or standing resolutions; and (3) does
not violate or result in a breach or default (with the giving
of notice, the passage of time, or otherwise) under any
contract, understanding, judgment, order, writ, law, or
regulation that is applicable to the representing party or its
(b) this Agreement is the valid, legal and binding obligation and
Agreement of the representing party, and is enforceable
against it in accordance with its terms
(c) each representing party is a duly organized and validly
existing corporation, in good standing in the respective
jurisdiction of its incorporation.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the
manner prescribed by law on the date first written above.
BY: BY: /s/ EDWARD VELASQUEZ, JR.
ATTEST FORUM OFFICER SIGNATURE
PRESIDENT AND CEO
BY: BY: /s/ RICHARD CAMPANARO
ATTEST LEGALCLUB.COM, INC.