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LEAD MARKETING AGREEMENT

Marketing Agreement

LEAD MARKETING AGREEMENT | Document Parties: EDUTRADES, INC. | Whitney Education Group, Inc You are currently viewing:
This Marketing Agreement involves

EDUTRADES, INC. | Whitney Education Group, Inc

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Title: LEAD MARKETING AGREEMENT
Governing Law: Florida     Date: 2/10/2006

LEAD MARKETING AGREEMENT, Parties: edutrades  inc. , whitney education group  inc
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Exhibit 10.10


LEAD MARKETING AGREEMENT

         THIS LEAD MARKETING AGREEMENT ("Agreement") is made and entered into this 1 st day of August, 2005 ("Effective Date"), between EduTrades, Inc., a corporation duly organized and incorporated in the State of Nevada ("EduTrades"), and Whitney Education Group, Inc., to include its parent, subsidiaries, affiliates, successors and assigns ("Whitney"), a corporation duly organized and incorporated in the State of Florida.

WITNESSETH:

        WHEREAS, EduTrades is in the business of developing, producing and marketing post secondary educational curriculum on securities and financial investment and asset protection;

        WHEREAS, Whitney has entered into an Administrative Services Agreement with EduTrades to manage and maintain EduTrades' customer leads database ("Database");

        WHEREAS, EduTrades is interested in soliciting Whitney's services with respect to marketing efforts to be conducted and targeted at the Database, and EduTrades desires to enter into a binding agreement with Whitney, in accordance with the terms and conditions set forth below.

        NOW, THEREFORE, in good and valuable consideration of the mutual covenants and promises herein contained, the parties, each intending to be legally bound, hereby agree as follows:

TERMS AND CONDITIONS

ARTICLE 1: SERVICES TO BE PERFORMED BY WHITNEY

        1.01 In conjunction with the management and maintenance of the Database addressed in the Administrative Services Agreement entered into by and between EduTrades and Whitney concurrently with this Agreement ("Administrative Services Agreement"), Whitney shall serve EduTrades by conducting database marketing, through various efforts, to be determined by Whitney, including but not limited to telemarketing calls, email campaigns, and direct marketing, for the purpose of selling products and services provided, offered or sold by or through EduTrades and Whitney.

        1.02 Whitney shall process all orders for products and services related to real estate and fulfilled by or through Whitney ("Whitney Products") through Whitney's merchant accounts. Whitney shall process all orders for products and services related to stock market and securities and fulfilled by or through EduTrades ("EduTrades Products") through merchant account specifically designated for EduTrades transactions. Whitney shall not process any other sales through the EduTrades designated merchant account(s) other than those which are fulfilled by or through EduTrades.

        1.03 Whitney will conduct regularly scheduled monitoring sessions of its representatives' telemarketing calls to ensure that all calls that are placed are within the guidelines of United States Federal and State laws, and will provide quality control feedback as a result of these monitoring sessions. Contractor shall assume complete and total liability for all of its telemarketing calls, promotions and projects.

        1.04 Whitney agrees to prepare and maintain full, accurate and complete records of each Database marketing project. Whitney agrees to provide EduTrades with reporting of results in a format and frequency which has been mutually agreed upon by Whitney and EduTrades.

        1.05 Whitney shall provide the services under this Agreement in a professional, courteous manner, consistent with industry standards. Whitney shall comply with all applicable association, local, state, and federal laws, ordinances, rules, regulations and codes, including but not limited to, the Telephone Consumer Protection Act of 1991, The Telemarketing Sales Rule, and the Ethical Guidelines for Telemarketers as published by the Direct Marketing Association. Whitney shall keep all Confidential Information and information generated as a result of this Agreement confidential and shall make all


 

reasonable efforts to keep such information away from competing companies. Whitney shall provide to EduTrades, in a mutually agreed upon frequency and format listed in Exhibit "A," the name of any party who notifies Whitney that such party does not wish to be solicited by EduTrades.

        1.06 Whitney shall notify EduTrades promptly of any existing or possible litigation, which may be brought against Whitney regarding the services provided to EduTrades or to any other customer or client of Whitney.

        1.07 Whitney shall use the customer database owned by EduTrades and maintained by Whitney, which Whitney agrees to keep confidential as set forth in ARTICLE 6: CONFIDENTIAL INFORMATION.

        1.08 Whitney shall be solely responsible for and shall hold EduTrades harmless for any and all costs of its doing business including without limitation, all employees Whitney chooses to hire, all taxes, income tax, FICA, workman's compensation, rent, utilities, withholding, postage, telephone, photocopying, salaries, travel, and all other direct and indirect overhead costs. Whitney agrees to follow all wage and salary requirements as set forth by local, state and federal law.

        1.09 In the event that Whitney should subcontract to a third party any of the services contemplated by this Agreement, Whitney shall require such third party to comply with all of the standards set forth in this Agreement.

ARTICLE 2: SERVICES TO BE PERFORMED BY EDUTRADES

        2.01 EduTrades shall, as set forth in the Administrative Services Agreement, permit Whitney to manage and maintain the Database. EduTrades shall further permit Whitney to market to such leads contained in the Database in any manner or method, at the sole discretion of Whitney, as set forth in the instant Agreement. EduTrades shall retain all ownership rights to the Database, whether or not such leads contained therein are generated by Whitney under this Agreement. All customer leads generated from the sale or offer for sale of EduTrades Products shall be considered as part of the Database and are EduTrades' Confidential Information. Whitney shall not use the Database for any other purpose other than as set forth in this Agreement.

        2.02 EduTrades shall provide Whitney with such promotional, sales and technical information, literature and brochures, catalog sheets, price lists, order forms, sales aids, and other information (collectively, "Creative Elements"), which shall be used by Whitney to assist in marketing the EduTrades Products. All other Creative Elements intended to be used by Whitney must be approved by EduTrades in writing. Whitney's use of unauthorized material constitutes breach of this Agreement and immediate grounds for termination at the discretion of EduTrades.

        2.03 EduTrades shall inform Whitney of any new, related, modified or changed information concerning the EduTrades Products.

        2.04 EduTrades shall retain control and complete ownership of the Database. Whitney shall not market to the Database in any manner other than those set forth in this Agreement, unless EduTrades consents in writing.

ARTICLE 3: COMPENSATION

        3.01 As compensation for the marketing services performed by Whitney under this Agreement, Whitney shall be compensated as set forth in the Administrative Services Agreement.

        3.02 All refund requests received with respect to the sale of EduTrades Products, as transacted by Whitney under this Agreement, shall be processed by EduTrades. All refund requests received with respect to the sale of Whitney Products, as transacted by Whitney under this Agreement, shall be processed by Whitney.

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ARTICLE 4: TERM AND TERMINATION

        4.01 Term. The date of commencement of this Agreement shall be on the Effective Date first set forth above and shall continue for one (1) year, to be automatically renewed for one (1) year terms, subject to review and renegotiation of this Agreement by the parties.

        4.02 Right to Terminate on Notice. EduTrades and Whitney each shall have the right, exercisable in its absolute discretion, to terminate this Agreement upon thirty (30) days prior written notice received by United States registered mail, certified mail, UPS Next Day Letter or Federal Express Next Day Letter by the other party.

        4.04 Termination of Rights. On the termination of this Agreement, all obligations of the parties hereunder shall terminate, except for rights to payments accrued prior to such termination and the provisions applicable after termination.

        4.05 Post-termination Actions. Upon expiration or termination of this Agreement, Whitney shall cease selling all EduTrades Products, immediately cease and desist from using or displaying any forms of advertising indicative of EduTrades and/or EduTrades Products, and cease utilizing the Database and/or proprietary information. Contractor shall also comply with all provisions set forth in Article 6.03.

ARTICLE 5: INDEMNIFICATION

        5.01 Each party shall release, defend, indemnify, and hold the other party and its parent, affiliates, subsidiaries, officers, directors, agents, owners, employees, trustees, successors and assigns harmless with respect to any claims, action


 
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