Licensing and
Marketing Agreement
This
Licensing and Marketing Agreement is made and entered into as of
the 2nd day of August, 2005 (effective date) between the following
parties:
Debt
Plan Services Inc.
dba NO
MORE Mortgage
(NMM)
1438
East 820 North, Orem, Utah 84097
ASAP
Marketing Corporation
7545
N. Del Mar, Suite 102, Fresno, CA 93711
(ASAP)
1.
Purpose of This Agreement.
NMM
is in the business of marketing, selling, and servicing its
Homeowner's Debt Elimination Programs throughout the United States
and providing leads to various mortgage companies and
debt-management companies.
ASAP
is in the business of marketing various products and
services.
The
purpose of this agreement is to increase sales of NMM's products
and services, while generating commissions to ASAP on a
"per-enrollment" or "per-sale" basis, including a monthly residual
income from client's enrolled in NMM's Homeowner's Debt Elimination
Programs and referrals for services to other companies with
which NMM as established relationships.
2.
Grant of License.
Subject to the
terms and conditions of this agreement, NMM hereby grants an
exclusive, world-wide license to ASAP to promote the products and
services of NMM, including the use by ASAP of any and all
trademarks, service marks or other trade names, whether registered
or under common law, as more further described in Section 7
hereof. NMM will not conduct any advertising efforts to
promote its products and services independent of the efforts of
ASAP nor will it engage any third party to do so, other than the
existing referral relationships with current referral partners and
new referral relationships being developed with debt management
companies.
3.
Relationship Between the Parties.
The
relationship established by this agreement shall at all times be
that of independent contractors, and neither party shall have the
authority to bind the other party in any manner whatsoever. Neither
party shall direct or control the day-to-day activities of the
other and nothing in this agreement shall be construed to
constitute either party as employer, employee, franchisee,
franchisor, partner, joint venture, or party to a common
undertaking, for any purpose. Neither party shall have the
power to bind or contract on behalf of the other party in any
manner whatsoever. All financial obligations associated with each
parties business are the sole obligation of the party who incurs
such obligations. Neither party will make any representation
or warranty, or incur any obligation or liability on behalf of the
other party, and neither party shall make any representation to any
third party inconsistent with this section.
4.
Infomercial/Advertisement to be Produced by
ASAP.
ASAP
will use the licenses granted it pursuant to this Agreement to
produce advertisements for the purpose of generating sales of the
NMM Homeowner's Debt Elimination Program, as well as sales of other
financial products and/or services to be provided by ASAP or other
parties. Such advertisements may be via television, radio and/or
web infomercials, as well as print and other media campaigns;
provided, however, that all scripts, other spoken or printed
language and all representations made therein shall have been
approved in writing by NMM prior to any public dissemination of
such advertisements.
ASAP
will bear all costs of producing and airing such advertisements.
5.
Online Results Tracking.
NMM will
provide a secure online interface to ASAP that will show all
calls received by NMM, the status of each prospect including the
notes made by NMM staff, and a recording of the original call from
the client (as long as calls are directed to the toll-free number
provided by NMM). It will also show a report of payments made to
ASAP, and payments that are projected to paid from enrollments that
are in process. NMM will use all reasonable efforts to diligently
process all calls referred to it by ASAP.
6.
Compensation from NMM to ASAP.
A.
For
every client generated by the advertising efforts of ASAP that is
enrolled in NMM's Debt Elimination Program, NMM will pay to ASAP an
enrollment fee of $400, plus a monthly fee of $7.50 for as long as
each client pays a monthly administrative fee to NMM. If good
faith deposits are received from prospective clients, $100 from
each such deposit will be advanced to ASAP and credited against the
$400 enrollment fees due ASAP.
B.
For
every client generated by the advertising efforts of ASAP that is
enrolled in NMM's Bi-Weekly Mortgage Program, NMM will pay to ASAP
an enrollment fee of $100, plus a bi-weekly fee of $1.00 for as
long as each client pays their Bi-Weekly administrative fee to
NMM.
C.
NMM
will pay to ASAP a fee of $400 for each client generated by the
advertising efforts of ASAP that does not enroll in NMM's
Debt Elimination Program, but receives a first mortgage from any
mortgage operation resulting from a referral from NMM or its
founders.
D.
In
addition, ASAP and NMM will share, on an equal basis, all
gross profits received by NMM for referral of clients for Consumer
Credit Counseling, Commercial Credit Counseling for Small
Businesses, Debt-Settlement Programs, Credit Repair , Foreclosure
Mitigation, Bankruptcy, or similar services, and sales of self-help
financial materials by companies with which NMM has working
relationships.
All
compensation due ASAP will be paid to ASAP by NMM on or before the
20th
