{"id":42373,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interim-linking-agreement-empower-health-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interim-linking-agreement-empower-health-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/interim-linking-agreement-empower-health-corp-and.html","title":{"rendered":"Interim Linking Agreement &#8211; Empower Health Corp. and Quotesmith.com"},"content":{"rendered":"<pre> \n                         INTERIM LINKING AGREEMENT\n\n     This Interim Linking Agreement (the \"Agreement\") is entered into as of the\n28th day of January, 1999 (the \"Effective Date\") by and between Empower Health\nCorporation, a Texas corporation, located at 8920 Business Park Drive, Longhorn\nSuite, Austin Texas 78759 (\"EHC\"), and Quotesmith.com, a Delaware corporation,\nlocated at 8205 South Cass Avenue, Suite 102, Darien, IL 60561 (\"QS\").\n\n     WHEREAS, EHC desires to establish a link (the \"Link\") from the Dr. Koop\nSite to the QS Site to promote the Services to Dr. Koop Site patrons\n(hereinafter referred to as \"Users\").  QS desires to have EHC establish such a\nLink and to pay to EHC a referral fee based on the revenue generated from such\nUsers purchasing the Services on the QS Site in accordance with the terms and\nconditions of this Agreement.\n\n     1.1.2  On the Dr. Koop home page (such \"home page\" being the page a user's\nweb browser will generate as the result of requesting the following Uniform\nResource Locator (\"URL\"):  http:\/\/www.drkoop.com, or any new URL with which EHC\n                           ---------------------                               \nreplaces the above-stated URL), a tab (the \"Image\") consisting of the words\n\"INSTANT INSURANCE QUOTES\" or \"INSTANT HEALTH QUOTES\" shall appear on the\ndrkoop.com home page.  The QS \"co-branded\" Web page shall appear within one (1)\nhypertext link from the home page of the Dr. Koop Site.  The Image is not\nlimited to this one location, and may be used in other sites and linkages as\nwell.  EHC will create the Link from the Dr. Koop Site to the QS in accordance\nwith QS' reasonable instructions.  Violation of above agreement will result in\ntermination of said Link between QS and EHC.\n\n     1.2.1  Referral Fees.  QS shall pay to EHC a referral fee (the \"Referral\nFees\") on all \"Eligible Services\" consisting of *  *  * of the \"Transaction\nRevenue.\"  For a transaction to generate a Referral Fee, a User must follow a\nLink from the Dr. Koop Site to the QS Site and purchase a Service.  Referral\nFees will also be paid on any Services that are subsequently purchased by a User\nafter the User has reentered the site, even though such User may not have\nfollowed a Link on the subsequent visit.  EHC warrants to Quotesmith.com that\nit, or one of its officers or employees is, and will maintain its status as, a\nduly licensed insurance agency or insurance broker and that, as such, is legally\nauthorized to receive insurance commission payments from Quotesmith.com\nhereinafter referred to as \"referral fees.\"  Services that are entitled to earn\nReferral Fees under this Agreement are hereinafter referred to as `Eligible\nServices.\"  As used herein, \"Transaction Revenues\" shall mean the bona fide fee\ncharged to a user for any Services.  Packaging, transportation and insurance\ncharges, import export, excise, sales and value added taxes, custom duties, and\nother similar amounts, may be deducted from the Transaction Revenues only if\nseparately invoiced to such User.\n\n-------------\nConfidential treatment has been requested for portions of this exhibit. The \ncopy filed herewith omits the information subject to the confidentiality \nrequest. Omissions are designated as * * *. A complete version of this exhibit\nhas been filed separately with the Securities and Exchange Commission.\n\n*  *  *  Certain information on this page has been omitted and filed\n         separately with the Securities and Exchange Commission. Confidential\n         treatment has been requested with respect to the omitted portions.\n\n\n \n     1.2.2   Time of Payment and Referral Fee Statement.  Referral Fees are due\nand payable on the thirtieth (30th) day of the month following the month in\nwhich revenue is received on an Eligible Service.  If a Service that generated a\nReferral Fee is returned or canceled, the corresponding Referral Fee will be\ndeducted from the next monthly payment.  Referral Fee checks shall be\naccompanied by a report setting forth the total number of Users who accessed the\nQS Site through a Link during the month, the number and type of Qualified\nServices sold during the month, a calculation of the Referral Fees, any\ninformation relating to refunds or cancellations and such other information as\nthe parties may agree.\n\n     2.1  Content.  QS agrees to notify EHC of any significant changes in the\ntype of content or Services offered on the QS Site within five (5) days of the\nchange.  EHC may terminate this Agreement on five (5) days notice after such\nsignificant change, if EHC determines in its sole discretion that such changes\nare inconsistent with the Dr. Koop image.\n\n     2.1.B  EHC agrees that the content on the QS Site is solely at the\ndiscretion of QS, subject to above termination.  EHC agrees to not specify\ncertain service providers or attempt to arrange any exclusive provider\narrangements.  QS cannot change the Site on an exclusive basis to fit EHC\ndesires.  QS cannot change the database promoting the Service in any way to\naccommodate an EHC request.\n\n     3.1  Press Releases.  Both parties agree to issue press releases at the\nearliest possible date, no later than March 1, 1999 unless agreed upon by both\nparties.  Such press releases are to be approved by both parties as to content,\naccuracy, and timing.  Additional advertising and promotions are expected and\ncoordinated between both EHC and QS.\n\n     6.1  Damages.  EXCEPT AS SET FORTH IN SECTION 5, IN NO EVENT SHALL EITHER\nPARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR\nPUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION WHETHER\nLIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND\nIRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY\nSUCH LOSS OR DAMAGE.\n\n     6.2  Warranty.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER\nPARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT\nAND EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH REGARD TO THEIR\nRESPECTIVE WEB SITES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY\nWARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND\nFITNESS FOR A PARTICULAR PURPOSE.  IN PARTICULAR, AND NOT BY WAY OF LIMITATION,\nNEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE ERROR-FREE OR WITHOUT\nINTERRUPTION.\n\n     7.1   Term.  This Agreement shall commence on the Effective Date, and shall\ncontinue for a period of ninety (90) days (the \"Term\").\n\n                                       2\n\n \n     7.2  Follow-on Agreement.  EHC and QS shall at the end of the Term\nnegotiate, execute and deliver on or before April 6, 1999, a Linking Agreement\nwhich shall have a contract term of at least one year.  EHC and QS agree to\nnegotiate reasonably and in good faith towards such a definitive Linking\nAgreement; provided, however, that either party may terminate negotiations in\nits sole discretion at any time after April 6, 1999.  Unless and until the\ndefinitive agreement is executed and delivered, neither EHC and QS will have any\nrights or obligations after the Term, except under this paragraph, which shall\nbe fully enforceable.\n\n     8.1  Governing Law.  This Agreement shall be governed in all respects by\nthe substantive laws of the State of Texas, United States of America (excluding\nconflict of laws rules) as applied to agreements entered into and to be\nperformed entirely within the State of Texas between Texas residents.\n\n     8.2  Entire Agreement.  This Agreement reflects the entire agreement of the\nparties regarding the subject matter hereof, and supersedes all prior and\ncontemporaneous agreements between the parties, whether written or oral.  This\nAgreement shall not be amended, altered or changed except by written agreement\nsigned by both parties.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered as of the day and year first above written.\n\n     This Agreement is a subset of the final agreement to be executed upon its\ncompletion.  Acceptance of this Agreement does not assume acceptance of the\nfinal agreement.\n\n     ACCEPTED BY:\n\n                              EMPOWER HEALTH CORPORATION\n\n\n                              By: \/s\/ Neal Longwill\n                                  -----------------\n\n                                    Name: Neal Longwill\n\n                                    Title:  Senior Vice President Sales\n\n\n                              QUOTESMITH.COM\n\n\n                              By: \/s\/ Grant F. Kuphall\n                                  --------------------\n\n                                    Name: Grant F. Kuphall\n\n                                    Title:  Vice President\n\n                                       3\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359,8629],"corporate_contracts_industries":[9443,9438],"corporate_contracts_types":[9613,9619],"class_list":["post-42373","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_companies-quotesmithcom-inc","corporate_contracts_industries-insurance__agents","corporate_contracts_industries-health__misc","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42373","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42373"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42373"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42373"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42373"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}