{"id":42783,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/services-agreement-quotesmith-corp-and-intuit-insurance.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"services-agreement-quotesmith-corp-and-intuit-insurance","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/services-agreement-quotesmith-corp-and-intuit-insurance.html","title":{"rendered":"Services Agreement &#8211; Quotesmith Corp. and Intuit Insurance Services Inc."},"content":{"rendered":"<pre>\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS EXHIBIT AND APPROPRIATE\nSECTIONS WHERE TEXT HAS BEEN OMITTED ARE NOTED WITH ('** THIS PORTION HAS BEEN\nREDACTED FOR CONFIDENTIAL TREATMENT****').  AN UNREDACTED VERSION OF THIS\nDOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION\n\n\n                               SERVICES AGREEMENT\n\n        This Services Agreement ('Agreement') is made as of this 9th day of\nSeptember, 1998 by and between Quotesmith Corporation, a Delaware corporation\n('Quotesmith'), having its principal place of business at 8205 South Cass\nAvenue, Suite 102, Darien Illinois 60561, and Intuit Insurance Services, Inc., a\nVirginia corporation ('IIS'), having its principal place of business at 500\nMontgomery Street, Fifth Floor, Alexandria, Virginia 22314.\n\n                               W I T N E S S E T H\n\n        WHEREAS, Quotesmith has developed and maintains certain insurance\nquotation extraction software and related insurance quotation information files\nand provides its customers with instantaneous insurance quotations from\napproximately 350 insurance companies over the Internet and related insurance\napplication processing and brokerage services; and\n\n        WHEREAS, IIS desires to utilize, license and operate on a\nnon-transferable, non-exclusive basis on the terms set forth herein certain of\nQuotesmith's extraction software and related insurance quotation information\nfiles so that IIS (or its affiliates) may publish instant insurance quotations\non the Internet derived from such software and information files and facilitate\na consumer's request to obtain insurance applications from Quotesmith through\nIIS' (or its affiliates) Internet-based services (which services, as currently\nmade available through its main Internet site\/functionality and other online\nchannels such as AOL, are branded as Quicken InsureMarket and referred to herein\nas 'QIM'), and to obtain other insurance related services from Quotesmith.\n\n        NOW THEREFORE, in consideration of the premises and the mutual covenants\nand agreements hereinafter set forth and for other good and valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the\nparties hereto hereby agree as follows:\n\n        1. Definitions. Capitalized terms used herein shall have the following\nmeanings:\n\n        'Application' means a completed final application for insurance coverage\nsubmitted by a person who has previously initiated and transmitted a related\nRequest for Application (defined below) through QIM to Quotesmith.\n\n\n\n                                       1\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n        'Authorized Site(s)' means the location(s) of IIS' principal office in\nAlexandria, Virginia, and such other sites as may used by IIS in the future to\nsupport its Internet insurance services, e.g., development, testing, staging and\n'hot' back-up sites. IIS will identify the location(s) of the Authorized Site(s)\nin writing, which list may be added to or changed only upon thirty (30) days\nprior written notice by IIS to Quotesmith. At the date of signing this\nAgreement, IIS' only Authorized Site is its principal office in Alexandria,\nVirginia.\n\n        'Quotesmith Licensed Data Files' means the insurance rate data files\ndescribed SCHEDULE 1 attached hereto, as updated from time to time by\nQuotesmith.\n\n        'Quotesmith Licensed Extraction Programs' means Quotesmith's computer\nsoftware programs files described SCHEDULE 1 attached hereto that interpret\nconsumer responses to standard underwriting and rating questions in order to\ngenerate and present policy premium quotations using the rate information\ncontained in the Quotesmith Licensed Data Files.\n\n        'Quotesmith  Licensed Software' means the Quotesmith Licensed Data Files\nand the Quotesmith Licensed Extraction Programs.\n\n        'Request for Application' or 'RFA' means the policy application\ninformation transmitted by a person to Quotesmith for processing after such\nperson has received a quote for an insurance product available through\nQuotesmith using a means provided by IIS or its affiliates to generate Requests\nfor Applications, including without limitation, through QIM or other Internet\nsites and through telephonic requests for applications from prospective\napplicants if a phone number for Quotesmith is published by IIS. The format of\nand information to be contained in Requests for Applications processed through\nIIS and its affiliates, and the manner of forwarding the same to Quotesmith, is\nset forth on SCHEDULE 2 attached hereto.\n\n        2. License.\n\n        (a) Quotesmith grants to IIS, during the term of this Agreement and\nsubject to the terms and conditions of this Agreement, a non-exclusive and\nnon-transferable license to utilize the Quotesmith Licensed Software at the\nAuthorized Site(s) in order to generate and publish on-line insurance product\npremium quotations to QIM site visitors and visitors to any other Internet sites\nused by IIS or its affiliates, including OEM arrangements whereby QIM (whether\nunder its own brand name or a third party's name) is linked to Internet sites\nowned by third parties, provided and on the condition that any Requests for\nApplications for insurance products for which quotes were provided using the\nQuotesmith Licensed Software shall be forwarded to Quotesmith for processing\npursuant to this Agreement. Pursuant to such license, Quotesmith shall ensure\nthat the Quotesmith Licensed Software (i) is made available to IIS as\ncontemplated by this Agreement and (ii) meet the specifications set forth on\nSCHEDULE 1 attached hereto.\n\n        (b) Upon the execution and delivery of this Agreement, Quotesmith shall\ndeliver to \n\n\n\n                                       2\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nIIS one (1) copy of the source and object code for the Quotesmith Licensed\nSoftware , as well as any documentation with respect thereto, for use by IIS at\nthe Authorized Site(s) as provided in this Agreement. IIS and its affiliates\nshall have the right to make a reasonable number of copies of and use the\nQuotesmith Licensed Software, as well as the right to modify, alter or merge the\nQuotesmith Licensed Software or portions thereof with other insurance products\nmarketed by IIS or any of its affiliates, in support of their insurance product\nmarketing, promotion and distribution activities.\n\n        (c) IIS is responsible for installing and operating the Quotesmith\nLicensed Software on hardware located at the Authorized Site(s), including the\ncosts of obtaining and operating all hardware required to operate the Quotesmith\nLicensed Software as well as the costs for IIS personnel to effect such\ninstallation. Quotesmith shall make its personnel available to IIS for\nconsultation to the extent such availability does not unduly interfere with the\nnormal operations of Quotesmith, provided that IIS will reimburse Quotesmith for\nthe reasonable travel, meal lodging and other out-of-pocket costs of Quotesmith\nemployees visiting IIS locations to assist in such installation. If Quotesmith\nreasonably determines that the time demands of IIS on Quotesmith personnel\npursuant to this Section 2(c) are unexpectedly significant, the parties agree to\nmake appropriate arrangements for cost-sharing by IIS.\n\n        (d) Without limiting the terms of SCHEDULE 1, Quotesmith shall make\navailable to IIS, on a schedule and in a manner acceptable to both parties (but\nno less often than Quotesmith updates its data files for its own use or for the\nuse of third parties), updated information for the Quotesmith Licensed Data\nFiles (including, without limitation, policy pricing, coverage and independent\nrating information). Quotesmith shall provide IIS with written notification of\nthe availability of such updates, and IIS shall bear responsibility for the\ncosts of transmitting such information to the Authorized Site(s).\n\n        3. Publication of Quotesmith Information; IIS Interface Design.\n\n        (a) IIS shall determine its utilization of the Quotesmith Licensed\nSoftware and Quotesmith's processing services, including but not limited to the\nquotes to be displayed, the method and order of their display, those products\nquoted by Quotesmith on QIM for which Request for Application functionality will\nbe made available, and the manner in which Quotesmith's information will be\nintegrated with existing and future QIM products and functionality.\n\n        (b) IIS will be responsible for designing and installing, at IIS'\nexpense, any 'front-end' interface that is required to access the Quotesmith\nLicensed Data Files in order to generate and publish premium quotations on QIM\n(the 'IIS Interface'). Quotesmith shall make its personnel available to IIS for\nconsultation regarding the development and installation of the IIS Interface to\nthe extent such availability does not unduly interfere with the normal\noperations of Quotesmith, provided that IIS will reimburse Quotesmith for the\nreasonable travel, meal, lodging \n\n\n\n                                       3\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nand other out-of-pocket costs of Quotesmith employees visiting IIS locations to\nassist in such development and installation. If Quotesmith reasonably determines\nthat the time demands of IIS on Quotesmith personnel pursuant to this Section 3\nare unexpectedly significant, the parties agree to make appropriate arrangements\nfor cost-sharing by IIS.\n\n        4. Processing of Insurance Applications.\n\n        (a) IIS shall cause (and shall cause IIS affiliates and all other third\nparties who may publish quotations generated through the Quotesmith Licensed\nSoftware licensed by IIS) any Requests for Applications or other inquiries\noriginating from quotations generated through or based upon the Quotesmith\nLicensed Software (including, without limitation, non-online means such as\ntelephone or written communications) to be transmitted to Quotesmith for\nprocessing as contemplated by this Agreement. IIS shall be responsible for\nimplementing the functionality on QIM necessary to support the collection of\ninformation in, and the transmittal of, any Requests for Application to\nQuotesmith.\n\n        (b) Upon its receipt of Requests for Applications, Quotesmith shall be\nresponsible for (i) accepting and processing such Requests for Applications in\naccordance with applicable law and insurer procedures, (ii) transmitting,\npreparing and reviewing Applications, and (iii) generally providing high quality\ncustomer service and insurance agency and brokerage services to applicants, such\nas establishing contact with applicants, providing information and forms,\nproviding assistance in completing Applications, processing Applications and\nobtaining or providing any required notices or acknowledgments, following-up on\nunreturned Applications and otherwise working with applicants and insurance\ncarriers to cause policies to be delivered, paid for and go in-force). In this\nrespect, IIS and Quotesmith will develop mutually agreed upon procedures that\nwill facilitate the efficient and effective transfer of QIM visitor calls from\nIIS' customer service operations to Quotesmith's customer service operations.\n\n        (c) A designee of Quotesmith, which until further notice shall be Robert\nBland, shall be the agent of record with respect to all Applications. Quotesmith\nshall provide IIS with advance written notice of any change in its designated\nagent in sufficient time for IIS to make any changes to its Internet sites that\nmay be caused by such change. Quotesmith will also provide IIS with copies of\nany communications it or its designees receive from insurance regulators\nrelating to inquiries or investigations of Quotesmith's activities that could\naffect its performance of this Agreement (such as those relating to Quotesmith's\nadvertising on the Internet, or any licenses or carrier appointments required to\nprovide online quotations). Quotesmith will provide IIS with an adequate\nopportunity to review and provide comments to Quotesmith on such investigations\nor inquiry before Quotesmith responds and, in any event, will not refer to IIS,\nIntuit or QIM directly or indirectly without IIS' advance written approval.\n\n        (d) IIS permits Internet site visitors to provide information in order\nto use QIM's site functionality and tools and, at such visitor's election, to\ntransmit selected information to an \n\n\n\n                                       4\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\ninsurance carrier or agent using such QIM functionality. Subject to any\nrestrictions under applicable law, nothing in this Agreement shall prevent IIS\nor affiliates from using information obtained from any site visitors for\nresearch, marketing and other purposes. Notwithstanding the foregoing and to the\nextent Quotesmith notifies IIS in writing from time to time using an agreed upon\nmethod that a site visitor who transmitted a Request for Application to\nQuotesmith has purchased an insurance product through Quotesmith (a 'Quotesmith\nPolicyholder'), IIS shall not (1) target, directly solicit and specifically\nrefer a Quotesmith Policyholder to another carrier regarding the same type of\ninsurance product purchased by such person through Quotesmith, or (2) soliciting\na Quotesmith Policyholder to visit QIM for the purpose of purchasing the same\ntype of insurance product already purchased by such person from Quotesmith,\nunless such person in either circumstance requests to change carriers or\nindependently indicates an interest in another carrier's products. Nothing in\nthis Agreement shall prevent IIS from making general announcements to report QIM\nenhancements and encourage persons to visit its Internet sites.\n\n        5. Compensation.\n\n        (a) Quotesmith (or its designated agent) shall be exclusively entitled\nto collect all sales commissions (and\/or other sales-related payments or fees\nwithout regarding to how they are termed or characterized) from insurance\ncarriers with respect to those insurance policies which are delivered, paid for\nand go in-force as a result of a Request for Application having been transmitted\nto Quotesmith by IIS or its affiliate (each, a 'Policy'). Quotesmith shall\ninternally code all such applicants and policyholders as having been originated\nthrough IIS or any IIS affiliate in Quotesmith's computerized customer lead\nsource tracking systems.\n\n        (b) ** This portion has been redacted for confidential treatment****,\nQuotesmith shall pay to IIS or its designee, on a monthly basis within twenty\ndays after the end of each calendar month, ** This portion has been redacted for\nconfidential treatment**** A corresponding detailed report describing amounts\nowed to IIS or its designee shall accompany such payment. ** This portion has\nbeen redacted for confidential treatment**** A illustrative payment calculation\nis attached hereto as SCHEDULE 3. ** This portion has been redacted for\nconfidential treatment****\n\n        (c) Quotesmith shall maintain complete books and records relating to any\nand all amounts owed or due to IIS hereunder (the 'Records'). Upon 30 days\nadvance written notice, IIS may audit the Records during normal business hours\nat Quotesmith's principal office. Quotesmith shall reasonably cooperate in any\nsuch audit, provided that any interference with Quotesmith's operations shall be\nminimized. Any such audit may be conducted no more frequently than once every\nsix months and, in any case, not later than one year after the Agreement's\nexpiration or termination. IIS may make and retain copies of any Records, and\nshall provide a written report to Quotesmith reflecting the audit's conclusions\nand findings if IIS claims to have been underpaid. IIS shall bear the expenses\nof any audit unless Quotesmith has underpaid IIS by more than five percent for\nthe period of time audited, in which case Quotesmith \n\n\n\n                                       5\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nshall reimburse IIS for its reasonable out-of-pocket audit costs (which shall\nnot include any salary expenses for IIS employees conducting such audit) and\npromptly pay IIS the amount of any underpayment plus interest on such amount at\nthe prime lending rate announced from time to time in the Wall Street Journal\n(or any successor publication thereto).\n\n        (d) IIS shall provide Quotesmith with monthly reports on QIM site\nactivity relating to Quotesmith's presence on QIM. Quotesmith will provide IIS\nwith weekly reports on the status of Requests for Applications being processed\nby Quotesmith.\n\n        6. Licensing Restrictions.\n\n        Notwithstanding reference herein to the non-exclusive nature of the\nlicense granted herein, Quotesmith agrees that it shall not license, sell,\nprovide or otherwise transfer or share the Quotesmith Licensed Software, or any\nportion or update thereof, with any entity identified on SCHEDULE 4 attached\nhereto (the 'Restricted Companies'); provided, however, that (i) the\nrestrictions of this Section 6 shall lapse upon ** This portion has been\nredacted for confidential treatment**** and (ii) the restrictions of this\nSection 6 shall lapse as to any entity identified on SCHEDULE 4 ** This portion\nhas been redacted for confidential treatment****\n\n        7. Representations and Warranties; LIMITATION OF LIABILITY.\n\n        (a) Each party hereto represents and warrants to the other that: (i) the\nexecution, delivery and performance of this Agreement by such party shall not\nconflict with or result in any breach of, or constitute a default under, any\nmaterial agreement, instrument or undertaking to which it is a party or by which\nany of its property is bound; and (ii) it has the corporate power to make and\ncarry out the terms of this Agreement and it has taken, and shall take, all\nactions, corporate or otherwise, necessary or advisable to authorize the\nexecution, delivery and performance of, and to perform, its respective\nobligations under this Agreement.\n\n        (b) Quotesmith represents and warrants to IIS that: (i) the Quotesmith\nLicensed Software (including any portion thereof) as provided to IIS does not\ninfringe upon any U.S. patent, copyright, trademark or other intellectual\nproperty rights of any third party, and there is no litigation, arbitration or\nother proceeding or claim pending or, to Quotesmith's knowledge, threatened with\nrespect thereto; and (ii) Quotesmith (and its designated agents) possess, and\nshall possess during the term of this Agreement, all applicable governmental and\nprivate (e.g., insurer) licenses, appointments, authorizations permits and\nqualifications necessary relating to its conduct of the activities contemplated\nby this Agreement and comply with all applicable laws and regulations.\n\n        (c) Quotesmith shall use its best commercial efforts, consistent with\npast practices, to maintain the proper operation of the Quotesmith Licensed\nExtraction Programs and the accuracy of the information contained in Quotesmith\nLicensed Data Files. In no event shall Quotesmith \n\n\n\n                                       6\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nbe responsible for the publication of inaccurate premium quotations published by\nIIS, its affiliates or any third party who receives quotations by or through IIS\nto the extent that such inaccuracy is caused by the modification of the\nQuotesmith Licensed Software by any person other than Quotesmith (or its agents\nor subcontractors). The parties agree to qualify published quotations with\ncautionary notices in a form and substance reasonably acceptable to Quotesmith\nand IIS.\n\n        (d) EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY HERETO MAKES ANY\nOTHER REPRESENTATION OR WARRANTY AND HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED\nWARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATING TO QUALITY,\nPERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n        (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY BUT SUBJECT TO THEIR\nINDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, UNDER NO\nCIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR\nCONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF THE OTHER PARTY OR ANY THIRD\nPARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n        (f) Each party hereto shall at all times during the term of this\nAgreement provide and maintain insurance with the following limits: General\nLiability (including contractual liability), $1,000,000 limit per occurrence;\nElectronic Data Processing Errors and Omissions Liability, $1,000,000 limit per\nclaim; and Insurance Agent Errors and Omissions Liability, $1,000,000 limit per\nclaim. All such insurance shall be with a company with a minimum A.M. Best's\nrating of (B++, VII). Each party shall provide the other party with certificates\nevidencing the foregoing insurance coverages prior to the execution of this\nAgreement, and from time to time as requested by the other party during the term\nhereof. Failure to maintain the foregoing insurance shall not relieve a party of\nits indemnification obligations pursuant to this Agreement.\n\n        8. Protection of Proprietary Rights.\n\n        (a) During the Term, either party may disclose to the other party\ncertain confidential information orally, in writing or through facility visits\nor may have access to certain confidential information of the other party, which\ninformation may include, but is not limited to, computer source code and\narchitecture; financial information or projections; lists of and information\nabout agents, vendors, suppliers and, subject to any other provisions of this\nAgreement, site visitors and customers; specifications and uses of products and\nservices; product research; sales, marketing and strategic plans and forecasts;\nproduct and availability information (e.g., launch and release dates, product\ndevelopment plans, and new or improved features); and information otherwise\ndefined and maintained as 'trade secrets' under applicable trade secrets law\n(collectively, 'Confidential Information'); provided, however, that Confidential\nInformation \n\n\n\n                                       7\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\ndoes not include information that: (a) receiving party can demonstrate was known\nby receiving party prior to the disclosure thereof by disclosing party; (b)\nproperly came into the possession of receiving party from a third party which\nwas not known to be under any obligation to maintain the confidentiality of such\ninformation; (c) is or has become part of the public domain through no act or\nfault on the part of the receiving party in breach of this Agreement; or (d)\nreceiving party can demonstrate was independently developed by or for receiving\nparty without the use of Confidential Information.\n\n        (b) The receiving party (i) will maintain and protect the\nconfidentiality of such Confidential Information and not disclose such to any\nthird party nor use it in any way not contemplated by this Agreement, (ii) will\nformulate and adopt appropriate safeguards in light of its own operating\nactivities as is necessary to ensure protection of the confidentiality of such\ninformation, and (iii) may disclose the Confidential Information only to its\nemployees who require access in performance of work for and on behalf of it,\nprovided that such disclosure shall be made only after the employee to whom such\ndisclosure is to be made has been advised of the confidential nature of such\ninformation, and has agreed to maintain its confidentiality.\n\n        (c) The receiving party shall not make any copies of any of the\ndisclosing party's Confidential Information, except as reasonably required to\nperform this Agreement, and shall return (or purge or destroy, in those cases\nwhere it is not technologically feasible to return such information) any such\nConfidential Information including, without limitation, those portions of notes,\nmemoranda, electronic media, records, plans, sketches or other documents\ncontaining the disclosing party's Confidential Information within thirty days\nafter the termination or expiration of this Agreement. The foregoing prohibition\non disclosure shall not apply to the extent that disclosure of Confidential\nInformation to proper legal and regulatory authorities is required by law or\nregulation. In the event the receiving party receives a request to disclose all\nor any part of the Confidential Information under the terms of a subpoena or\norder issued by a court of competent jurisdiction or by a governmental body, the\nreceiving party agrees to: (a) notify the disclosing party promptly of such\nrequest; and (b) cooperate with the disclosing party's efforts to seek a\nprotective order or other judicial relief.\n\n        (d) To the extent that the Confidential Information is a copyrighted or\ntrademarked work of the disclosing party, the receiving party shall, as\nreasonably directed by disclosing party, maintain all applicable copyright\nnotices, trademarks, and proprietary legends on such Confidential Information\nand all copies thereof.\n\n        (e) Except as otherwise contemplated or permitted by this Agreement, IIS\nshall not:\n\n               (i) copy the Quotesmith Licensed Software;\n\n               (ii) modify or alter the Quotesmith Licensed Software in any way,\nor merge it with another product; or\n\n\n\n                                       8\n\n\n\n\n\n               (iii) sell, lease, sublicense, or otherwise distribute the\nQuotesmith Licensed Software to any other person, firm or \nentity.\n\n        (f) Nothing in this Agreement precludes IIS from developing its own\nrating and quoting engines or databases so long as it does not violate its\nconfidentiality obligations herein.\n\n        9. Indemnification.\n\n        (a) IIS shall indemnify, defend, and hold Quotesmith and its officers,\ndirectors and shareholders, and their respective heirs, executors, personal\nrepresentatives, successors and permitted assigns, harmless from and against any\nand all costs, expenses, losses, damages, fines, penalties or liabilities\n(including without limitation reasonable attorneys' fees, but not including the\nspecial, indirect, incidental or consequential damages of such third party, such\nas lost profits) (collectively 'Losses') resulting from any claim made by a\nthird party incurred by any of such indemnified parties with respect to, in\nconnection with, arising from, or alleged to result from, arise out of, or in\nconnection with any breach of any representation, warranty or covenant set forth\nin this Agreement by IIS or its affiliates, except to the extent such Losses are\ncaused by the negligence or willful misconduct by Quotesmith or its designated\nagents in their performance of this Agreement.\n\n        (b) Quotesmith shall indemnify, defend, and hold IIS, its affiliates and\nthe respective officers, directors and shareholders thereof, and their\nrespective heirs, executors, personal representatives, successors and permitted\nassigns, harmless from and against any and all Losses resulting from any claim\nmade by a third party incurred by any of such indemnified parties with respect\nto, in connection with, arising from, or alleged to result from, arise out of,\nor in connection with any breach of any representation, warranty or covenant set\nforth in this Agreement by Quotesmith or its designated agents, except to the\nextent that such Losses are caused by the negligence or willful misconduct by\nIIS or its affiliates in their performance of this Agreement.\n\n        (c) Each party (the 'indemnifying party') shall indemnify, defend, and\nhold the other party, its affiliates, and its and their directors, officers,\nattorneys, agents, employees and representatives (the 'indemnified party')\nharmless from and against any and all Losses resulting from any claim made by a\nthird party of an infringement of such third party's U.S. patent, copyright,\ntrademark or other intellectual property rights asserted against the indemnified\nparty to the extent caused by the indemnifying party in the course its\nperformance of this Agreement. In the event of such a claim, the indemnifying\nparty may at its option and sole expense: (i) procure for the indemnified party\nthe right to continue to perform this Agreement without the claimed\ninfringement, or (ii) take actions to eliminate any claimed infringement so long\nas such actions do not degrade the indemnifying party's performance of the\nAgreement. If such infringement cannot be reasonably settled, corrected or\navoided within thirty days of the receipt \n\n\n\n                                       9\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nof the claim, the indemnified party may terminate this Agreement pursuant to\nSection 10(c) hereof.\n\n        (d) Any party claiming a right to indemnification pursuant to this\nAgreement shall give written notice to the indemnifying party promptly following\nits receipt of any claim covered by Sections 9(a), 9(b) or 9(c). The\nindemnifying party shall have the right to control and direct the investigation,\ndefense and settlement of such claim; provided, however, that the failure of the\nindemnified party to provide timely notice shall only relieve the indemnifying\nparty from its obligations hereunder to the extent that such late notice\nprejudiced its defense or resulted in increased Losses. The indemnified party\nshall reasonably cooperate with the indemnifying party in connection with the\nforegoing, at the expense of the indemnifying party. The indemnified party has\nthe right to review and approve any counsel selected by the indemnifying party\nto defend the indemnified party and the terms and conditions of any settlement\naffecting the indemnified party entered into pursuant to Sections 9(a), 9(b) or\n9(c), which approval shall not be unreasonably withheld.\n\n        10. Term; Termination.\n\n        (a) This Agreement shall commence and be effective on the date hereof\nand, unless earlier terminated in accordance with the terms of this Agreement,\nshall continue until the third (3rd) annual anniversary of the date hereof.\n\n        (b) Each of Quotesmith and IIS agrees to exert its commercially\nreasonable efforts so that IIS can begin providing instant quotes on QIM in as\nshort a time as the capabilities and technologies of each party will allow\n\n        (c) Upon the occurrence of any of the following events of default, after\ngiving written notice to the defaulting party and following the expiration of\nthe cure period set forth below in this Section 10(c), the non-defaulting party\nmay declare the defaulting party to be in breach of this Agreement and may\nterminate this Agreement: (i) the failure of the defaulting party substantially\nto perform or comply with any material provision of this Agreement; (ii) the\nadmission in writing by the defaulting party of its inability to pay its debts\nas they mature, or the making by the defaulting party of an assignment for the\nbenefit of creditors; or (iii) the filing of a petition under any bankruptcy\nact, receivership statute or like law or statute by the defaulting party, or the\nmaking of an application for a receiver by the defaulting party, where such\npetition or application is not dismissed or otherwise favorably resolved within\n60 days. Upon receipt of a notice of default containing a reasonably detailed\nstatement of the alleged default, the defaulting party shall have a period of 45\ndays in which to cure the alleged default. If the alleged default has not been\ncured during such 45-day period, then the non-defaulting party may terminate\nthis Agreement immediately following expiration of the foregoing cure period\nupon further written notice to the defaulting party. During any notice and cure\nperiod, both parties shall continue to be bound by all the terms and conditions\nof this Agreement.\n\n\n\n                                       10\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n        (d) Upon termination of this Agreement for any reason or its expiration,\nIIS shall immediately begin taking steps to cease using any and all Quotesmith\nLicensed Software and, within forty five (45) days after such termination or\nexpiration, shall have ceased such use and shall return to Quotesmith or\ndestroy, at IIS' expense, and make no further use of, all copies of the\nQuotesmith Licensed Software in IIS' possession or control. Upon request, (1)\nIIS shall certify, in writing, to Quotesmith as to the return or destruction of\nall copies in whatever media of the Quotesmith Licensed Software (including,\nwithout limitation, all source and object code and documentation), and (2) each\nparty shall certify, in writing, to the other as to the return or destruction of\nthe requesting party's Confidential Information.\n\n        (e) Termination of this Agreement through any means for any reason shall\nnot relieve either party of any obligation accrued prior to such termination and\nshall be without prejudice to the rights and remedies with respect to default or\nbreach of this Agreement prior to termination, and each party's rights to unpaid\ncompensation and reimbursement hereunder shall survive such termination. In\naddition, the following provisions shall survive any termination of this\nAgreement in accordance with their respective terms:\nSections 1, 5, 7, 8, 9 10, and 11.\n\n        11. Miscellaneous.\n\n        (a) The parties agree that neither party shall (i) disclose the\ntransactions or relationships contemplated hereby, except as may be necessary in\nconnection with a request by a governmental agency, regulatory or supervisory\nauthority or court or as required by law, (ii) use in advertising or publicity\nthe name of the other party hereto, or any partner or employee of the other\nparty hereto or any of its respective affiliates, or any trade name, trademark,\nservice mark, symbol or other identification owned by the other party hereto or\nany of its respective affiliates, or (iii) represent, directly or indirectly,\nthat any product, service or activity provided to the other party has been\napproved or endorsed by the other party, in any of the foregoing cases without\nthe prior written consent of the other party.\n\n        (b) The parties agree that it is impossible to measure in money IIS'\ndamages by reason of a failure of Quotesmith to abide by the restrictions of\nSection 6 of this Agreement, or Quotesmith's damages by reason of a failure of\nIIS to abide by the restrictions of Section 8 of this Agreement. Therefore, if\nIIS shall institute any action or proceeding to enforce the terms or alleging a\nbreach of the provisions of such Section 6 of this Agreement by Quotesmith or,\nalternatively, Quotesmith shall institute any action or proceeding to enforce\nthe terms or alleging a breach of the provisions of such Section 8 of this\nAgreement by IIS, then in addition to any other remedy available at law, the\ninstituting party may seek specific performance of the terms of such section;\nand Quotesmith and IIS, as the case may be, hereby waive the claim or defense\nthat a remedy at law alone is adequate, and agree (to the maximum extent\npermitted by law) to have such provisions specifically enforced against it by\nany court of equity, without the necessity of the instituting party posting any\nbond or other security, and consents to the entry of injunctive \n\n\n\n                                       11\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\nrelief against it enjoining or restraining any violation or threatened violation\nof such section of this Agreement.\n\n        (c) Whenever possible, each provision of this Agreement will be\ninterpreted in such manner as to be effective and valid under applicable law,\nbut if any provision of this Agreement is held to be prohibited by or invalid\nunder applicable law, such provision will be ineffective only to the extent of\nsuch prohibition or invalidity, without invalidating the remainder of this\nAgreement.\n\n        (d) A modification or waiver of the provisions of this Agreement shall\nbe effective only if made in writing, and signed by both parties. The failure of\neither party to insist upon strict performance of any of the provisions of this\nAgreement shall not be construed as a waiver of that party's rights arising out\nof any subsequent default of the same or similar nature.\n\n        (e) The language of this Agreement shall be deemed to be that chosen by\nthe parties hereto as an expression of their mutual intent, and no rule of\nstrict construction or presumption favoring or disfavoring any party shall be\napplied against either party.\n\n        (f) This Agreement shall be binding upon and inure to the benefit of\neach party's respective permitted successors and assigns; provided, however,\nthat neither party shall assign its rights or obligations under this Agreement,\nby operation of law or otherwise, without the written consent of the other\nparty.\n\n        (g) During the term of this Agreement and for a period of ** This\nportion has been redacted for confidential treatment**** each party (and its\naffiliates) hereto shall (i) respect and not interfere with the other's\nemployment relationships, and (ii) not, directly or indirectly, attempt to\ninfluence any employee of the other party to discontinue the employment\nrelationship, nor solicit, hire or seek to solicit or hire any employee of the\nother party.\n\n        (h) The parties understand that United States laws prohibit (a) the\nexportation from the United States to certain foreign countries of certain types\nof United States originated technical data and the products produced directly by\nthe use of such data, and (b) the reexportation to such foreign countries from\nforeign sources of such technical data and products. The parties agree and\nassure each other, that pursuant to and in conformance with the requirements of\nUnited States existing and future laws and regulations, none of the Quotesmith\nLicensed Software, is either intended to be or will actually be shipped,\nexported or reexported by either party directly or indirectly to any person or\norganization located in such a prohibited country in violation thereof, except\nas otherwise authorized by appropriate United States governmental authority.\n\n        (i) In performing its obligations and exercising its rights hereunder,\neach party shall comply with all applicable federal, state, and municipal laws\nand regulations.\n\n\n\n                                       12\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n        (j) Except as expressly provided herein, this Agreement is not intended\nand will not be construed to create any third party beneficiary rights.\n\n        (k) This Agreement shall be construed, interpreted, and governed by the\nsubstantive laws (and not the law of conflicts) of the State of Illinois.\n\n        (l) This Agreement, together with its schedules, constitutes the entire\nagreement between the parties, and there are no representations, warranties,\ncovenants or understandings between the parties with respect to the subject\nmatter hereof other than those expressly set forth herein or therein.\n\n        (m) All notices, requests, and other communications required or\npermitted hereunder shall be in writing and shall be deemed to have been\nreceived by a party when actually received in the case of hand delivery, or five\n(5) days after mailing by first class mail, postage prepaid, to each party at\nits respective address set forth in the first paragraph hereof (or to such other\naddress as a party may designate in writing).\n\n        (n) The captions in this Agreement are for convenience and\nidentification purposes only, are not an integral part of this Agreement and are\nnot to be considered in the interpretation of any part hereof.\n\n        (o) This Agreement may be executed in separate counterparts, each of\nwhich when so executed shall be an original, but all of such counterparts shall\ntogether constitute but one and the same instrument.\n\n        (p) Neither party shall be responsible for any failure to perform (other\nthan payment obligations) due to unforeseen circumstances beyond a party's\ncontrol, including but not limited to acts of God, war, riot, embargoes, acts of\ncivil or military authorities, fire, floods, accidents, strikes, or shortages of\ntransportation, utilities, facilities, fuel, energy, labor or materials.\n\n               IN WITNESS WHEREOF, the parties hereto have caused this Agreement\nto be executed as of the date first written above.\n\n                                       INTUIT INSURANCE SERVICES, INC.\n\n                                       By:\n                                           -------------------------------------\n\n                                       Title:\n                                             -----------------------------------\n\n                                       QUOTESMITH CORPORATION\n\n\n\n                                       13\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                       By:\n                                           -------------------------------------\n                                       Title:\n                                             -----------------------------------\n\n\n                                       14\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                   SCHEDULE 1\n\n            QUOTESMITH LICENSED SOFTWARE SPECIFICATIONS\/FUNCTIONALITY\n\nA.  General Specifications\/Functionality\n\n** This portion has been redacted for confidential treatment****\n\n\n\n                                       15\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                   SCHEDULE 2\n\n                INFORMATION RELATING TO REQUESTS FOR APPLICATIONS\n\nA. IIS will collect the following information from each applicant and provide to\nQuotesmith for each Request for Application:\n\n~   IIS-generated Request for Application ID Number\n\n~   Date of Request for Application\n\n~   Name\n\n~   Street address\n\n~   City, State and Zip Code\n\n~   Daytime Phone number\n\n~   Evening Phone number\n\n~   Email address\n\n~   Date of Birth\n\n~   Sex\n\n~   Name of Insurance Company and plan for which applying\n\n~   Policy Face Value requested\n\n~   Annual Premium quoted\n\nB. IIS will transmit Requests for Applications using encrypted Internet email to\na single email address at Quotesmith in a mutually agreed upon format.\n\n\n\n                                       16\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                   SCHEDULE 3\n\n                            COMPENSATION ILLUSTRATION\n\nAILLUSTRATION OF COMPENSATION CALCULATION\n\n(This illustration is subject to the terms and conditions of the body of this\nAgreement and, in the event of any conflict in the interpretation of the body of\nthis Agreement and this illustration, the body of the Agreement shall prevail).\n\n** This portion has been redacted for confidential treatment****\n\n\n\n                                       17\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                   SCHEDULE 4\n\n\n** This portion has been redacted for confidential treatment****\n\n\n\n                                       18\n\nCONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                   SCHEDULE 5\n\n                                   MILESTONES\n\n\n** This portion has been redacted for confidential treatment****\n\n\n\n                                       19\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7908],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42783","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intuit-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42783","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=42783"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42783"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42783"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42783"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}