EXHIBIT 10.3
SERVICES AGREEMENT
This Service Agreement
(“Agreement”) effective January 1, 2008
(“Effective Date”) is entered into by and between First
Advantage Credco, LLC (“CREDCO”), a Delaware limited
liability company and RELS Reporting Services, LLC
(“RELS”), a Delaware limited liability
company.
WHEREAS, RELS is an entity that,
among other things, provides consumer reports, credit risk scores
and other products and services to its end-user customers
(“RELS Customers”); and
WHEREAS, RELS desires for CREDCO to
host and/or perform certain functions ancillary to RELS’s
credit reporting business on behalf of RELS and provide to RELS the
services as further described in this Agreement and the exhibits
attached hereto.
NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged by each of the parties hereto, the parties,
intending to be legally bound, do hereby agree as
follows:
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1)
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Services. CREDCO shall furnish to RELS the services
(“Services”) set forth in Exhibit “A”,
attached hereto, and incorporated herein by reference, subject to
the terms and conditions hereinafter set forth.
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a)
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Effective
Date. This Agreement
shall become effective on the Effective Date, and shall continue in
full force and effect until terminated by either party giving to
the other prior written notice of not less than ninety
(90) days, or as otherwise provided herein.
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b)
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Changes
to Exhibit A .
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i)
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CREDCO reserves
the right, at any time and from time to time, to eliminate an
individual service or change the pricing of an individual service
listed on Exhibit A. CREDCO shall notify RELS in writing of its
intent to eliminate or change the pricing of a service at least
ninety (90) days prior to the effective date of such
elimination or change. The elimination of a service or a change of
pricing shall not alter the parties obligations relating to the
remaining services.
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ii)
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RELS reserves
the right at any time and from time to time, to eliminate a service
to be provided by CREDCO from Exhibit A. RELS shall notify CREDCO
in writing of it desire to eliminate a particular service from
Exhibit A at least forty five (45) days prior to the effective
date to the effective date of such elimination. The elimination of
a service from Exhibit A shall not alter the parties obligation
relating to the remaining services.
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c)
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Default. In the event of a default by either party in the
performance of any of its obligations hereunder, the non-defaulting
party shall give written notice of such default to the defaulting
party. If the defaulting party shall fail to cure any such default
within thirty (30) days from the date on which such written
notice of default is received, the non-defaulting party shall
unilaterally have the right to terminate this Agreement.
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d)
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Termination. This Agreement will automatically terminate in
the event of the dissolution of RELS.
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e)
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Effect of
Termination. Subject
to subsection (d), above, upon termination of this Agreement for
any reason and by either party, (i) all rights in the
Services, shall automatically and immediately revert back to
CREDCO; and (ii) RELS shall have no continuing access to or
rights in the Services.
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f)
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Survival. Unless otherwise expressly agreed to by the
parties, in writing, any expiration, termination or modification
hereof shall not affect the rights and obligations of the parties
arising prior thereto.
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g)
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Disposition of Data. Upon termination of this Agreement, CREDCO shall
dispose of RELS’s information and data in a secure and legal
manner, in conformance with CREDCO policy, and using a standard of
care not less than that used for disposal of CREDCO’s own
confidential data, unless RELS, at least fifteen (15) days
prior to such termination, furnishes to CREDCO written instructions
for the disposition of such data at RELS’s
expense.
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3)
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Equipment. All equipment provided by RELS for use in
conjunction with the CREDCO Services must be approved by CREDCO
prior to use.
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4)
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Use of
the Services. RELS
will use the Services only for its own internal business purposes
and/or as an integral part of the services and/or products it
provides to third parties and will not sell, lease, license or
otherwise provide, directly or indirectly, any of the Services or
any portion thereof to any third party. Notwithstanding the above,
CREDCO will undertake to modify the interfaces between RELS
Customers and RELS so that RELS Customers will have access to the
Services at RELS.
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a)
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Other than the charges relating
to the Computer Systems and Software Lease and License services,
which shall be governed by the Computer Systems and Software Lease
and License Agreement, attached hereto as Exhibit “B”,
in consideration of CREDCO providing the Services to RELS, RELS
agrees to pay CREDCO the fees as more specifically set forth in
Exhibit “A” (“CREDCO Fees”). RELS
will
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pay the CREDCO Fee not later than
thirty (30) days after receipt of RELS’s invoice
therefore. CREDCO reserves the right to terminate this Agreement in
the event that any CREDCO Fees remain unpaid sixty (60) days
after written notice thereof is given to RELS. RELS agrees to pay a
finance charge at the rate of one and one half percent
(1.5%) per month or the maximum amount permitted under law for
all past due balances until paid. Any finance charge incurred shall
be due and payable within the next month’s
billing.
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b)
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RELS shall be
solely responsible for, and shall pay or reimburse CREDCO for, all
Taxes. “Taxes” means all present and future taxes,
duties, import deposits, assessments, and other governmental
charges (and any related penalties and interest), however
designated, that are now or hereafter imposed by or under any
governmental authority or agency that are: (i) associated with
the performance by CREDCO of its obligations hereunder;
(ii) associated with the payment of any amount by RELS to
CREDCO pursuant to this Agreement; or (iii) based on the
license or use of any Service; excepting only taxes imposed on
CREDCO’s net income by the United States and each state
thereof (and their political subdivisions). Notwithstanding the
foregoing, the parties agree to cooperate to enable each to more
accurately determine its own tax liability, with respect to this
Agreement, and to minimize such liability to the extent legally
permissible. Each party shall provide and make available to the
other any resale certificates, information regarding out-of-state
or out-of-country sales or use of equipment, materials or services,
and other exemption certificates or information reasonably
requested by the other party.
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6)
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Confidentiality and Ownership
.
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a)
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Confidential
Information. Both
parties hereto shall keep confidential, and will cause its
employees to keep confidential, all Confidential Information, as
defined below, obtained from the other party (the “Disclosing
Party”). The parties also agree that all information related
to the Agreement is presumed to be Confidential Information unless
the Disclosing Party indicates in writing that the information is
not confidential or proprietary. Both parties acknowledge that, in
the course of its relationship with the other that it and its
employees will acquire or have access to information of various
kinds concerning the other party’s business, as well as the
businesses of its affiliates. Both parties acknowledge that all
information disclosed by the Disclosing Party to the other party,
its employees and/or agents (the “Recipient”), for the
purposes of the Agreement(s), or which comes to the attention of
Recipient, its employees, during the course of such Agreement(s),
is confidential in nature, constitutes a valuable asset of
Disclosing Party , is proprietary to the Disclosing Party, and is
properly the subject of protection. Both parties also acknowledge
that Rels has a responsibility to its customers to keep
customers’ records strictly confidential and proprietary.
Both parties further acknowledge that the Disclosing Party may have
proprietary or confidential information of third parties that they
may rightfully use in the course of their businesses. Both parties
further agree that any entity or person who obtains or
is
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provided access to Confidential
Information (as defined below) as an agent of Recipient may obtain
or have access to such Confidential Information only for the
purpose of carrying out the performance of specific terms of this
Agreement, and, in such case, the agent of Recipient (other than
employees of the Recipient): (i) must agree in writing,
independently, to be bound by the terms set forth in this Section;
and (ii) must agree in writing, independently, to use such
Confidential Information only for the purpose of carrying out the
performance of specific terms of this Agreement.
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b)
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Definition of Confidential
Information. “Confidential Information” shall
mean and include the following:
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i)
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RELS Consumer
Information. Any and all non public information or data, provided
by, through, or on behalf of RELS, its customers or clients to
CREDCO (or any of CREDCO’s agents approved by RELS in advance
under this Agreement), about or relating to any client or
prospective or former client of RELS (whether an individual,
business entity, governmental unit, or otherwise) or any RELS
customer including (without limitation) any and all nonpublic
personal information of RELS or its customers (within the meaning
of Title V of the Gramm-Leach-Bliley Act and its implementing
regulations) made available to CREDCO; provided, however, that the
same or similar information that CREDCO receives or obtains from
other sources does not constitute RELS Consumer Information. CREDCO
warrants and attests that it shall comply with all applicable law,
including Regulation P and RELS’s privacy policy, in the
performance of its Services to RELS as defined in this
section.
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ii)
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Proprietary and Other
Confidential Information. Confidential Information also includes
any and all confidential business, technical or data processing
information, trade secret or other proprietary information acquired
from the Disclosing Party, its customers or clients, or any of its
affiliates by Recipient, or its employees or agent, in the course
of carrying out the tasks hereunder or as a result of access to the
Disclosing Party’s Confidential Information, or any of its
affiliates, whether prepared by Recipient or its employees, whether
or not reduced to writing, and whether or not in human readable or
machine readable form, including, without limitation, any
information provided by the Disclosing party, its customers or
clients, or any of its affiliates concerning the Agreement,
concepts, techniques, or procedures, software in various stages of
development, discoveries, ideas, inventions, operations, data,
designs, drawings, diagrams, specifications, documentation,
research, know-how, compilations of information, records, costs,
purchasing data, financial
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