Sample Business Contracts


Agreement for Service - Equifax Credit Information Services Inc. and Factual Data Corp.


              AGREEMENT FOR SERVICE - CONSUMER REPORTING AGENCIES


     THIS AGREEMENT, made this 8th day of October, 1998, by and between EQUIFAX
CREDIT INFORMATION SERVICES, INC., a Georgia corporation with its principal
place of business at 1600 Peachtree Street, N.W., Atlanta, Georgia, 30309
("EQUIFAX"), and FACTUAL DATA CORPORATION, a Colorado corporation with its
principal place of business at 5200 Hahns Peak Drive, Loveland, CO 80538 (a
consumer reporting agency, or "CRA").

     WHEREAS, CRA certifies that it is a credit bureau or consumer reporting
agency; and that it provides an on-line computer-assisted or other information
reporting service which allows its Subscribers to access and receive certain
information services; and

     WHEREAS, EQUIFAX publishes and distributes individual consumer credit
report information known as "EQUIFAX Credit Information"; and

     WHEREAS, CRA desires to, and EQUIFAX agrees to allow CRA to, make EQUIFAX
Credit Information available to certain of CRA's Subscribers;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained in this Agreement, the parties agree as
follows:

1.   PROVISION OF EQUIFAX CREDIT INFORMATION.

     1.1  CRA certifies that consumer reports, as defined by the federal Fair
          Credit Reporting Act, 1681 U.S.C. et seq. ("FCRA"), will be ordered
          only when intended to be used as a factor in establishing a consumer's
          eligibility for new or continued credit, collection of an account,
          insurance, licensing, employment purposes, or otherwise in connection
          with a legitimate business transaction involving the consumer, and
          such reports will be used for no other purpose, including resale to
          the subject consumer or to another reseller or broker of consumer
          reports. Each request for a report which is intended to be used for
          employment purposes will be specifically identified to EQUIFAX at the
          time of the request. CRA certifies that reports on its employees will
          be requested only by its designated representative. CRA's employees
          will be forbidden to attempt to obtain reports on themselves or
          associates, or on any other person except in the exercise of their
          official duties. CRA further certifies that its policies and
          procedures are designed to comply with Section 1681(e) of the FCRA and
          other applicable state or federal laws.

               Subject to the terms and conditions of this Agreement, on a
          nonexclusive basis, EQUIFAX authorizes CRA to access and make EQUIFAX
          Credit Information, as available, available for use by only those of
          CRA's Subscribers that are "qualified" to receive EQUIFAX Credit
          Information.

               A "Qualified Subscriber" of CRA is a Subscriber of CRA that:

          (A)  CRA has verified and confirmed through an on-site visual
               inspection of Subscriber's premises that the Subscriber:

               (i)   is a valid business, and
               (ii)  has a true business identity, and
               (iii) will use EQUIFAX Credit Information only for the
                     permissible purpose set out in the FCRA for which EQUIFAX
                     Credit Information will be provided, and
               (iv)  has placed any direct access terminal(s) or other equipment
                     or hardware that will be used to receive EQUIFAX Credit
                     Information in a secure location, and

          (B)  Certifies that it will use EQUIFAX Credit Information for one or
               more of the following purposes permitted under the FCRA:

               (i)   in connection with a credit transaction involving the
                     consumer on whom the information is to be furnished and
                     involving the extension of credit to, or review or
                     collection of an account of, the consumer; or
               (ii)  for employment purposes, or
               (iii) in connection with the underwriting of insurance involving
                     the consumer, or
               (iv)  for determination of the consumer's eligibility for a
                     license or other benefit granted by a governmental
                     instrumentality required by law to consider an applicants
                     financial responsibility or status, or
<PAGE>
               (v)   otherwise has a legitimate business need for the
                     information in connection with a business transaction
                     involving the consumer, and

          (C)  Has signed an Agreement for Service with CRA containing
               substantially the terms and conditions set out in Exhibit 1,
               attached to this Agreement (any changes to the Subscriber
               Agreement for Service proposed by a prospective or current
               Subscriber of CRA must be approved by EQUIFAX in writing prior to
               CRA beginning to serve Subscriber), and

          (D)  Has read and understands its obligations under the FCRA and the
               penalties for requesting consumer report information, such as
               EQUIFAX Credit Information, under false pretenses and signed a
               certification to this effect with CRA, and

          (E)  Is not a private detective, private detective agency, private
               investigative company, bail bondsman, attorney, law firm, credit
               counseling firm, financial counseling firm, credit repair clinic,
               or a person or entity that is not an end-user or decision-maker,
               unless approved in writing by EQUIFAX.

               Nevertheless, EQUIFAX may in its sole discretion deny access to
          EQUIFAX Credit Information by certain Subscribers, even though
          otherwise "qualified." CRA releases EQUIFAX from any and all claims,
          demands, actions, causes of action, suits, costs, damages, expenses,
          compensation, penalties, liabilities and obligations of any kind or
          nature whatsoever arising out of or relating to such denial. Further,
          CRA covenants not to sue or maintain any claim, cause of action,
          demand, cross-action, counterclaim, third-party action or other form
          of pleading against EQUIFAX arising out of or relating to such denial.

     1.2  CRA understands that EQUIFAX Credit Information will only be available
          to Qualified Subscribers for the FCRA permissible purposes listed in
          Section 1.1(B).

     1.3  CRA will establish strict procedures so that CRA's employees or agents
          do not access EQUIFAX Credit Information except on behalf of a
          Qualified Subscriber of CRA. CRA will monitor its Qualified
          Subscribers on an ongoing basis to confirm and assure that the
          Qualified Subscriber's business situation has not changed, that the
          Qualified Subscriber is using EQUIFAX Credit Information only for the
          FCRA permissible purposes allowed under this Agreement, and that the
          Qualified Subscriber, in all other respects, continues to meet the
          "qualification" requirements. CRA will immediately cease providing
          EQUIFAX Credit Information to any Subscriber that is no longer
          "qualified."

               CRA understands that EQUIFAX may periodically audit Qualified
          Subscribers regarding their compliance with the FCRA. Audits will be
          conducted by mail whenever possible and will require Subscriber to
          provide documentation as to permissible uses of particular consumer
          reports. CRA will cooperate fully and promptly in the conduct of such
          audits.

     1.4  CRA will, in relaying any and all EQUIFAX Credit Information to its
          Qualified Subscribers, faithfully transmit the EQUIFAX Credit
          Information in its entirety, including, but not limited to,
          transmitting the date the information was last checked or revised by
          EQUIFAX and the full name and mailing address of the EQUIFAX office
          providing the EQUIFAX Credit Information. CRA will not maintain, copy
          capture, re-use or otherwise retain in any manner any EQUIFAX Credit
          Information provided to Qualified Subscribers; except (1) for purposes
          of disclosing the information to the subject consumer who has been
          denied a benefit, or (2) under separate contract with Equifax. Also,
          CRA may capture and retain the name and address of the subjects of the
          information and the date and time of inquiries solely for the purpose
          of (a) audit trail; (b) calculation of the amount of usage of EQUIFAX
          Credit Information and provision of specifics relating to such usage
          to Qualified Subscribers; and (c) billing. EQUIFAX Credit Information
          may be merged with information from any other credit reporting source
          only to provide a merged report for (a) mortgage purposes, (b)
          consumer disclosure as described above, or (c) tenant screening.

               If the disclosure of any information or reports by CRA or by its
          Subscribers leads to any claims or litigation, CRA will indemnify
          EQUIFAX, its agents, employees, and independent contractors, for any
          liability, damages or expenses resulting therefrom.

     1.5  CRA will establish strict procedures so that CRA's employees and
          agents refer to EQUIFAX all requests for disclosure from the subject
          of EQUIFAX Credit Information, except that CRA may disclose to subject
          consumers, pursuant to the FCRA, who have been denied a benefit based
          on information contained in the consumer report. In those disclosures
          to consumers, CRA may disclose only the information disclosed to its
          Subscribers. CRA may not access EQUIFAX Credit Information for
          purposes of disclosure to consumers who wish disclosure for
          "curiosity" reasons only, and may not handle consumer disputes of
          EQUIFAX Credit Information as described in Section 1681(i) of the
          FCRA. Consumer requests for disclosure based on curiosity, and all
          consumer disputes, will be referred to EQUIFAX for handling. Consumer
          disclosure products which incorporate EQUIFAX Credit Information may
          be sold only under the terms of a separate agreement with EQUIFAX.

     1.6  In accessing EQUIFAX Credit Information via personal computer or
          direct access terminals (in either case, a "DAT"), CRA will: (i)
          restrict access to each DAT to those employees trained by Equifax
          personnel on a DAT, (ii) inform all trained DAT operators and other
          employees of CRA's FCRA and other obligations with respect to the
          access and use of consumer reports, (iii) ensure that
<PAGE>
          neither trained operators nor other employees will obtain credit
          reports for personal reasons or provide them to any third party, and
          (iv) take all necessary measures to prevent unauthorized use of the
          terminals by any persons other than the trained operators for
          permissible purposes, including (a) limiting knowledge of the CRA
          number(s) Equifax assigns, any telephone access number(s) Equifax
          provides, and any DAT user passwords CRA uses to trained DAT
          operators, and those employees with a need to know, (b) changing the
          user passwords on the DAT at least every 90 days, or when an employee
          trained to operate the DAT is no longer responsible for accessing
          credit reports, or when CRA suspects an unauthorized person has
          learned the password, and (c) using all security features in the
          software and hardware CRA uses to access Equifax's system. CRA will
          immediately notify Equifax if CRA suspects or knows of unauthorized
          access to Equifax's system. CRA will inform trained DAT users and
          other employees with a need to know that unauthorized access to
          consumer reports may subject them to civil and criminal liability
          under the FCRA punishable by fines and imprisonment. Equifax makes no
          warranties whatsoever in connection with the performance of the DAT,
          and Equifax will not be responsible for transmission distortion,
          interruptions or failures of the DAT or any Information Service.

               CRA will ensure a secure means of delivery of EQUIFAX Credit
          Information and will not deliver it via any publicly accessible
          network (for example, on the Internet) without EQUIFAX's express
          written permission.

     1.7  CRA will pay EQUIFAX promptly for all EQUIFAX Credit Information
          requested by CRA on behalf of Qualified Subscribers, or otherwise,
          according to the rate scheduled of cash prices now or subsequently
          established by EQUIFAX, and will pay any applicable taxes and charges
          for any special telephone services or other services rendered by
          EQUIFAX.

     1.8  CRA understands that EQUIFAX is under no obligation, and may refuse,
          to accept information from Subscribers, regarding Subscribers
          accounts, for inclusion in EQUIFAX Credit Information.

2.   PROMOTION AND TRAINING.

     EQUIFAX will have the opportunity to review and approve CRA-created
     advertising, marketing and promotional material that describes EQUIFAX
     Credit Information in detail or which refers to the nature or capabilities
     of EQUIFAX or EQUIFAX Credit Information, or otherwise mentions or refers
     to EQUIFAX by name.

     CRA is responsible for training Qualified Subscribers in the use of EQUIFAX
     Credit Information and for developing and distributing training materials
     as it reasonably believes are necessary or useful to enable Qualified
     Subscribers to use EQUIFAX Credit Information. EQUIFAX will have the
     opportunity to review and the right to approve material regarding EQUIFAX
     Credit Information that CRA proposes to provide to Qualified Subscribers.

3.   RELEASE AND COVENANT WITH RESPECT TO ACCURACY OF EQUIFAX CREDIT
     INFORMATION.

     CRA recognizes that the accuracy of any information furnished is not
     guaranteed by EQUIFAX, and CRA releases EQUIFAX and EQUIFAX's agents,
     employees, affiliated credit reporting agencies and independent contractors
     from liability for any negligence in connection with the preparation of
     EQUIFAX Credit Information and from any loss or expense suffered by CRA or
     CRA's Subscribers or users resulting directly or indirectly from EQUIFAX
     Credit Information. CRA, and on behalf of its Subscribers, covenants not to
     sue or maintain any claim, cause of action, demand, cross-action,
     counterclaim, third-party action or other form of pleading against EQUIFAX,
     EQUIFAX's agents, employees, affiliated credit reporting agencies, and
     independent contractors arising out of or relating in any way to the
     accuracy or inaccuracy, validity or nonvalidity, or any of the EQUIFAX
     Credit Information.

4.   DISCLAIMER OF WARRANTIES.

     OTHER THAN THOSE EXPRESSED IN THIS AGREEMENT, EQUIFAX MAKES NO
     REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING,
     BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
     FOR A PARTICULAR PURPOSE, RESPECTING ACROPAC OR ANY OTHER MACHINERY,
     EQUIPMENT, MATERIALS, PROGRAMMING AIDS OR OTHER ITEMS UTILIZED BY CRA IN
     CONNECTION WITH OR RELATED TO, OR RESPECTING THE ACCURACY OF, ANY EQUIFAX
     CREDIT INFORMATION FURNISHED BY EQUIFAX TO CRA OR TO ANY SUBSCRIBERS OF
     CRA.

5.   INDEMNIFICATION BY CRA.

     If the disclosure of any information or reports by CRA or by its
     Subscribers leads to any claims or litigation, CRA will indemnify Equifax,
     its agents, employees, affiliated credit reporting agencies and independent
     contractors for any liability, damage or expense resulting from that
     disclosure.
<PAGE>
6.   CONFIDENTIALITY.

     CRA acknowledges that EQUIFAX is owner of an automated credit reporting
     system (ACROPAC System ) and of all interests, programs, codes, software
     documentation or other appurtenances related to it and derived from it. CRA
     further acknowledges that the ACROPAC System and any codes, procedures or
     ACROPAC System documentation are confidential and proprietary to EQUIFAX.
     During the term of this Agreement and thereafter, CRA will maintain, and
     CRA will cause its directors, officers, employees and agents to maintain,
     in strict confidence and not to disclose to any other person or entity any
     information, including EQUIFAX Credit Information, materials and know-how
     as may be provided to CRA by EQUIFAX during the term of this Agreement and
     to take any actions necessary to protect against disclosure thereof. CRA
     will make no use of any information, including EQUIFAX Credit Information,
     materials and know-how whatsoever except solely for the purpose of this
     Agreement, in accordance with the terms and during the existence of this
     Agreement. Upon the termination of this Agreement, CRA will return to
     EQUIFAX all copies and partial copies of manuals, materials and documents
     pertaining to EQUIFAX or the ACROPAC System obtained from EQUIFAX during
     the term of this Agreement.

7.   RELATIONSHIP OF PARTIES.

     Each party to this Agreement is an independent contractor, and nothing
     contained in this Agreement may be construed as creating a joint venture,
     partnership, licensor-licensee, principal-agent or mutual agency
     relationship between or among the parties. No party, by virtue of this
     Agreement, has any right or power to create any obligation, express or
     implied, on behalf of any other party. No party, or employee of any party,
     will be deemed to be an employee of another party by virtue of this
     Agreement.

8.   NO THIRD-PARTY BENEFITS.

     EQUIFAX and CRA acknowledge and intend that this Agreement was entered into
     solely for the respective benefit of each of them and their respective
     successors and assigns, and nothing in this Agreement will be construed as
     giving any person, firm, corporation or other entity (including any
     Subscriber of CRA), other than the parties to this Agreement and their
     respective successors and permitted assigns, any right, remedy or claim
     under or in respect of this Agreement or any of its provisions.

9.   ASSIGNMENT.

     Due to the special and unique purposes of this Agreement, neither this
     Agreement nor any rights or obligations in it are assignable by CRA without
     the prior written consent of EQUIFAX. Consent will not be unreasonably
     withheld (taking into account the nature of the services provided under
     this Agreement, the economic or other interests of EQUIFAX, competitive
     effects, any circumstances which may affect the performance of this
     Agreement, the protection of sensitive or proprietary commercial
     information, the operations and integrity of the ACROPAC System, the
     protection of data therein and the interests of other entities utilizing
     the System). Any dissolution, merger, consolidation or other reorganization
     of CRA, the sale or other transfer of all or substantially all of the
     assets or properties of CRA, or the sale or other transfer of a controlling
     interest in CRA, constitutes an assignment of this Agreement for all
     purposes of this Paragraph 9.

10.  FORCE MAJEURE.

     Notwithstanding any provision to the contrary, no party to this Agreement
     will be liable to the other party for any delay or interruption in
     performance of any obligation resulting from governmental emergency orders,
     judicial or governmental action, emergency regulations, sabotage, riots,
     vandalism, labor strikes, or disputes, acts of God, fires, electrical
     failure, major computer hardware or software failures, equipment delivery
     delays, acts of third parties, or any other cause, if the delay or
     interruption in performance is beyond its reasonable control.

11.  NOTICES.

     All notices, requests, demands, and other communications must be in writing
     except as expressly stated in this Agreement, and will be deemed to have
     been given when received upon delivery by hand or by certified mail,
     addressed as follows:

          (a)  If to CRA:

               _____________________________________________

               _____________________________________________

               _____________________________________________

               _____________________________________________
<PAGE>
          (b)  If to EQUIFAX:

               Equifax Credit Information Services, Inc.
               1600 Peachtree Street
               Post Office Box 4091
               Atlanta, Georgia 30302
               Attention: Contract Administrator

     The parties may, by notice given under this section, designate additional
     or different addresses to which notices must be sent.

12.  SEVERABILITY.

     In the event any provision of this Agreement is held invalid or
     unenforceable by any court of competent jurisdiction, that holding will not
     invalidate or render unenforceable any other provision of this Agreement.

13.  EXHIBITS.

     All Exhibits attached are a part of this Agreement and are expressly
     incorporated into it, and all blanks in the Exhibits, if any, will be
     completed as required in order to consummate the transactions contemplated
     and in accordance with this Agreement.

14.  INJUNCTIVE RELIEF.

     CRA acknowledges that its failure to comply with Paragraph 6 of this
     Agreement will give rise to irreparable injury to EQUIFAX which cannot be
     adequately compensated in damages and that EQUIFAX may seek and obtain
     equitable, injunctive relief to prevent or restrain non-compliance with
     Paragraph 6, together with any other remedies which may be available to
     EQUIFAX.

15.  USE OF EQUIFAX SERVICES.

     EQUIFAX does not convey or transfer, nor does CRA obtain any right or
     interest in, any of the programs, systems, data, material, or credit
     information utilized or provided by EQUIFAX in the performance of this
     Agreement.

16.  HEADINGS.

     The section and other headings in this Agreement are solely a matter of
     convenience for reference and are not a part of this Agreement.

17.  GOVERNING LAW.

     This Agreement will be governed by and construed in accordance with the
     laws of the State of Georgia.

18.  WAIVER OF RIGHTS.

     Failure of any party to enforce any of its respective rights or remedies
     hereunder with respect to any specific act or failure to act of any party
     will not constitute a waiver of the rights of that party to enforce those
     rights and remedies with respect to any other or subsequent act or failure
     to act.

19.  ENTIRE AGREEMENT.

     This Agreement, including the Exhibit hereto, constitutes the entire
     Agreement between the parties and supersedes and cancels any and all prior
     agreement between the parties relating to the subject matter. No changes in
     this Agreement may be made except in writing signed by both parties.

20.  TERM AND TERMINATION.

     This Agreement remains in force and effect until written notice of
     cancellation is given by either party at least ten days prior to the
     cancellation date. However, if CRA is delinquent in the payment of charges
     or is guilty of violating the term of this Agreement, EQUIFAX may, at its
     election, discontinue providing services to CRA and cancel this Agreement
     immediately by written notice to CRA. In the
<PAGE>
     event of termination of this Agreement for any reason, the provisions of
     the foregoing paragraphs will remain in full force and effect as to all
     EQUIFAX Credit Information which CRA has requested or received from EQUIFAX
     prior to the cancellation date.

     IN WITNESS WHEREOF the parties have duly executed this Agreement as of the
day and year first above written.


EQUIFAX CREDIT INFORMATION SERVICES, INC.


By: /s/ William J. Calpin
    ------------------------------------

Title: Vice President
       ---------------------------------

CRA NAME: FACTUAL DATA CORP.
          ------------------------------

By: /s/ J.H. Donnan
    ------------------------------------


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