Termination Agreement - Intuit Lender Services Inc. and Mortgage.com Inc.
This Termination Agreement (the "Termination Agreement") is entered
into as of February 29, 2000 ("Effective Date"), between Intuit Lender Services,
Inc., a Delaware corporation with its principal place of business at 2535 Garcia
Avenue, Mountain View, CA 94043 ("ILSI"), and Mortgage.com Inc., (f/k/a First
Mortgage Network, Inc.), a Florida corporation, with its principal place of
business at 1643 N. Harrison Parkway, Sunrise, Florida 33323 ("MDC"). ILSI and
MDC are hereinafter referred to as the "Parties."
WHEREAS, the Parties entered into a Distribution, Marketing,
Facilities, and Services Agreement as of May 31, 1998 and Amendment Number One
To Distribution, Marketing, Facilities and Services Agreement dated July 22nd ,
1999 (" A-Paper Agreement"); and
WHEREAS, the Parties entered into a Subprime Agreement for
Distribution, Marketing, Facilities and Services as of May 26, 1999 and
Amendment Number One To Subprime Agreement for Distribution, Marketing,
Facilities and Services dated July 22(degree)d, 1999 ("SubPrime Agreement"); and
WHEREAS the Parties desire to terminate the A-Paper Agreement and the
SubPrime Agreement (collectively the "Agreements") as more particularly set
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, the
Parties hereto agree as follows:
1. All capitalized terms used herein that are not otherwise defined herein
shall have the respective meanings ascribed to them in the Agreements.
2. In consideration for the mutual release set forth herein and the
payment by MDC to ILSI of twenty-five thousand two hundred seventy six
dollars ($25,276.00) on February 291h , 2000 (the "Termination Date")
via wire transfer, the Agreements shall terminate as of the Termination
Date. To the extent not inconsistent with this Termination Agreement
and except as specifically.-set forth in Sections 7.1, 7.2, 7.3, 7.4,
9.1 and 9.10 of the A-Paper Agreement, and 7.1, 7.2, 7.3, 7.4, 9.1 and
9.10 of the Subprime Agreement which shall survive following the
Termination Date, neither party shall have any further rights or
obligations under the Agreements except for rights and obligations with
respect to loans in process as of the Termination Date. In addition,
Articles IV (Compensation) and Article VI (Representations, Warranties
and Covenants) of both the A-Paper and the Subprime Agreement shall
apply as appropriate, for the sole purpose of completion of MDC's
obligations with respect to any loans in process.
3. Except with respect to claims, demands, debts, liabilities, costs,
expenses, including attorney's fees, and causes of action related to
loans in process or related to or arising under the sections of the
Agreements which survive the Termination Date, each party
herebyreleases the other party from all claims, demands, debts,
liabilities, costs, expenses, including attorneys' fees, and causes of
action of any kind whatsoever, known or unknown, which each party has
or may have under the Agreements as of the Termination Date and each
party also expressly waives and relinquishes all rights and benefits of
the provisions of the California Code of Civil Procedure, Section 1542,
which reads as follows:
"1542. Certain claims not affected by general release. A
general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor."
4. This Termination Agreement and each of the terms hereof shall be kept
confidential, and each party agrees not to disclose to others any of
the terms hereof except to its accountants or attorneys or as may be
required by law.
5. Each party agrees not to engage in any form of conduct, or make any
statements or representations, that disparage or otherwise harm the
other party's reputation, good will or commercial interest.
6. This Termination Agreement may be executed in one or more counterparts
each of which shall be deemed an original.
7. This Agreement shall be governed by and construed in accordance with
the laws of California, without respect to its conflicts of law
IN WITNESS WHEREOF, each of the Parties has caused this Termination
Agreement to be signed and delivered by its duly authorized officer as of the
date first written above.
INTUIT LENDER SERVICES, INC. MORTGAGE.COM, INC.
By: /s/ CARL REESE By: /s/ MICHAEL BRENNER
Name: Carl Reese Name: Michael Brenner
Title: VP, Quicken Loans Title: Exec. VP/GC