{"id":42443,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-intent-loislaw-com-inc-and-choicepoint-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-intent-loislaw-com-inc-and-choicepoint-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-of-intent-loislaw-com-inc-and-choicepoint-services-inc.html","title":{"rendered":"Letter of Intent &#8211; Loislaw.com Inc. and ChoicePoint Services Inc."},"content":{"rendered":"<pre>                               Loislaw.com, Inc.\n                             105 North 28th Street\n                           Van Buren, Arkansas 72956\n\n                               September 7, 1999\n\n\nMr. Doug Curling \nChief Operating Officer\nChoicePoint Inc. \n1000 Alderman Drive\nAlpharetta, Georgia 30005 \n                                                            \n               Re:  Letter of Intent\n                    ----------------\n\nDear Mr. Curling:\n\n     This letter, when executed by you, will evidence our mutual intent with\nrespect to the proposed cooperative marketing agreement between Loislaw.com,\nInc. ('Loislaw.com') and ChoicePoint Services Inc., a subsidiary of ChoicePoint\nInc. ('CPS').\n\n     The matters set forth in Section I of this letter constitute an expression\nof our mutual intent only and are contingent on the negotiation, execution and\ndelivery of a definitive agreement between CPS and Loislaw.com, setting forth in\ndetail the terms and conditions of the proposed cooperative marketing\narrangement. As indicated in Paragraph 3 of Section II, Section I of this letter\ndoes not create any obligations of CPS or Loislaw.com with respect to such\nmatters. The matters set forth in Section II of this letter, however, constitute\nbinding agreements between CPS and Loislaw.com.\n\n                                   SECTION I\n\n                              PROPOSED AGREEMENT\n                              ------------------\n  \n     1.   Public Records Information. CPS and Loislaw.com anticipate that each\n          --------------------------\nof them would cooperate with the other and dedicate the resources necessary to\ndevelop a set of products and services using public records information\navailable on the CDB4web.com web site, which would be delivered through the\nloislaw.com web site to Loislaw.com's existing customers and targeted prospects.\nThe specific public records information available on the CDB4web.com website to\nbe subject to this arrangement would be specified in the definitive agreement.\nThe parties would work to develop, as soon as possible after execution of a\ndefinitive agreement, a seamless interface that would allow customers to search\nand pay for the Public Records Information through the Loislaw.com web site,\nrather than just a 'hot link' between the two web sites.\n\n                                      -1-\n\n \n     2.   On-Demand Document Service. CPS and Loislaw.com anticipate that each\n          -------------------------- \nof them would cooperate with the other and dedicate the resources necessary to\ndevelop a method for offering Loislaw.com's customers access to CPS's 'On-\nDemand' document filing and retrieval service by completing a service request\nform on the Loislaw.com web site. CPS would pay Loislaw.com a referral fee for\nrequests initiated through the Loislaw.com web site, in an amount to be set\nforth in the definitive agreement.\n\n     3.   Additional Products. CPS and Loislaw.com anticipate that each of them\n          -------------------\nwould cooperate with the other and dedicate the resources necessary to develop\nproducts during the term of the definitive agreement that would allow CPS\ncustomers to obtain Loislaw.com content through the CDB4web.com web site. The\nspecific content to be provided, payment, if any, on current customers if either\nparty and the method of payment by customers would be determined by the parties.\nThe parties would work to develop, as soon as possible after execution of a\ndefinitive agreement, a seamless interface that would allow customers to search\nand pay for Loislaw.com Products through the CDB4.com web site, rather than just\na 'hot link' between two web sits.\n\n     4.   Integrated Access. CPS and Loislaw.com anticipate that each of them\n          -----------------\nwould, as applicable, cooperate with the other and dedicate the resources\nnecessary to develop joint proposals to government agencies, corporations and\nlarge law firms that may desire access to both Loislaw.com's legal information\nand CPS' Public Records Information, and to develop an integrated environment\nfor access to such information. It is anticipated that Loislaw.com's sales force\nheadquartered in Van Buren, Arkansas and CPS' sales force headquartered in\nWashington, D.C. would work together on applicable joint marketing proposals.\n\n     5.   Co-Branding. CPS and Loislaw.com anticipate that the definitive\n          -----------\nagreement would specify certain methods for identifying (a) CPS to Loislaw.com's\ncustomers as the source of the Public Records Information obtained from the\nCDB4.com web site and (b) Loislaw.com to CPS' customers as the source of the\ninformation obtained from the Loislaw.com web site.\n\n     6.   Exclusivity. CPS and Loislaw.com anticipate that the definitive\n          ----------- \nagreement would provide that neither party would negotiate with another case law\nprovider or Public Records Information provider for similar products, services\nor cooperative arrangements for a specified period of time.\n\n     7.   Definitive Agreement. The details of each of the foregoing plus other \n          --------------------\nreasonable and customary provisions for arrangements of this nature would be\nset forth in the definitive agreement, and none of the paragraphs in this\nSection I represents a binding agreement or obligation of either party.\n\n     8.   Standards. CPS and Loislaw.com would adhere strictly with all privacy \n          ---------\nand legal standards regarding access to and resale of Public Records Information\nand anticipate that each would work with the other to develop appropriate\nrelease forms and other procedures necessary to enable the parties to adhere to\nsuch standards.\n\n                                      -2-\n\n \n                                  SECTION II\n\n                              BINDING AGREEMENTS\n                              ------------------\n\n     1.   Confidentiality. This Letter of Intent is included in the terms of \n          --------------- \nconfidentiality specified under the Mutual Non-Disclosure Agreement last \nexecuted on March 4, 1999.\n\n     2.   Expenses.  Except as otherwise agreed, each party will bear its own\n          --------\nexpenses incurred in connection with this letter of intent and the proposed\nagreement.\n\n     3.   Nonbinding Nature of Section I. It is understood by the parties hereto\n          ------------------------------ \nthat Section I of this letter merely constitutes a statement of the mutual\nintentions of the parties with respect to a proposed cooperative marketing\narrangement between CPS and Loislaw.com and does not contain all matters upon\nwhich agreement must be reached in order for the proposed arrangement to be\nestablished or any of the agreements contemplated by Section I to become\neffective. A binding commitment with respect to any of the matters contemplated\nby Section I will result only from execution and delivery of the definitive\nagreement. The provisions of Section II of this letter, however, are agreed to\nbe fully binding on the parties hereto upon the execution of this letter, unless\nand until such provisions are superseded by a definitive agreement. Except as\nexpressly provided in Section II of this letter, neither CPS nor Loislaw.com\nshall have any liability or obligation with respect to the proposed agreement,\nhereunder or otherwise, unless and until the definitive agreement is executed\nand delivered by the parties thereto.\n\n     4.   Termination. Without prejudice to the nonbinding nature of Section I\n          -----------\nhereof, this letter may be terminated and negotiations relating to the proposed\nagreement may be abandoned (a) at any time, by mutual consent of the parties\nhereto, or (b) by either party hereto at any time after November 15, 1999, if\nthe definitive agreement has not been executed and delivered by the parties\nthereto by such date. The respective obligations of the parties under Paragraphs\n1 and 2 of this Section II shall survive the termination hereof.\n\n     5.   Assignment. Neither this letter nor any of the rights, interests or\n          ----------\nobligations hereunder shall be assigned by either of the parties hereto.\n\n                                      -3-\n\n \n     6.   Remedies. In the event of any breach or threatened breach of paragraph\n          --------\n1 of this Section II by either party hereto, the other party shall be entitled\nto equitable relief by way of injunction in addition to any other rights and\nremedies available to it.\n\n     If the foregoing correctly sets forth the understanding between us with\nrespect to the proposed cooperative marketing arrangement outlined herein,\nplease sign two copies of this letter in the spaces provided below and return\none executed copy to me.\n\nLoislaw.com, Inc. \n\n\nBy:  \/s\/ Kyle D. Parker            \n   ----------------------------------------\n     Kyle D. Parker, Chairman of the Board \n        and Chief Executive Officer \n\n\nAccepted and agreed to\nby ChoicePoint Inc. this 7th day of\n\nSeptember, 1999:\n\nChoicePoint Inc. \n\nBy: \/s\/ Doug C. Curling \n   ---------------------------------------- \n     Doug Curling, Chief Operating Officer \n\n                                      -4-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42443","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42443","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=42443"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42443"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42443"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42443"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}