Sample Business Contracts


Reseller Service Agreement - Factual Data Corp. and Trans Union Corp.


                                    RESELLER
                               SERVICE AGREEMENT

         This Agreement is made this 24 day of Sept, 1997, by and between
FACTUAL DATA CORP, (hereinafter referred to as "Reseller") and Trans Union
Corporation (hereinafter referred to as "Trans Union") to provide for credit
reporting services.

         WHEREAS, Reseller is in the business of obtaining consumer reports
from third party sources and providing credit reporting services to its
consumers ("Reselling"; and

         WHEREAS, Trans Union owns and maintains a national database of
consumer credit information; and

         WHEREAS, Reseller desires to Resell Trans Union consumer credit
reports, or information therefrom, to users of reports who have a permissible
purpose.

         NOW THEREFORE, in consideration of the premises and the mutual
benefits expressed herein, the parties agree as follows:

I.       Reseller Responsibilities

             A.  Reseller shall provide Trans Union consumer reports or
                 information from Trans Union consumer reports only to users
                 who have a permissible purpose  for obtaining consumer
                 reports, as defined by Section 604 of the Federal Fair Credit
                 Reporting Act (15 USC 1681b), hereinafter called "FCRA".  Such
                 users shall be provided access to the Trans Union credit
                 reporting system or data therefrom may be transferred without
                 change, may be reformatted by Reseller, or may be merged with
                 those obtained from other consumer reporting agencies (Merged
                 Reports).

             B.  Reseller shall obtain Subscriber Agreements from such users,
                 wherein each user will state the nature of its business,
                 certify the specific purpose for which consumer reports will
                 be obtained, and agree that reports will be obtained for no
                 other purpose.  The permissible purpose specified shall be one
                 or more of the following:

             1.  In connection with a credit transaction involving the consumer
                 on whom the information is to be furnished is to be furnished
                 and involving the extension of credit to, or review or
                 collection of an account of the consumer; or

             2.  For employment purposes, in which case the Subscriber must
                 execute an agreement in substantially the same format as
                 Exhibit A hereto; or

             3.  In connection with the underwriting of insurance involving the
                 consumer; or

             4.  For tenant screening purposes.
<PAGE>   2

             A.  Reseller may advertise its services on the Internet or another
                 proprietary computer system.  However, reports may not be sold
                 and delivered over a public computer network.  In the event
                 Reseller believes that adequate security has been established
                 to permit on line network or Internet access, with no risk of
                 any party other than the appropriate party obtaining an
                 individual's consumer report.  Reseller shall apply to Trans
                 Union for approval of its security procedures.  Approval must
                 then be obtained from Trans Union's computer access Security
                 Department, in writing, before any such deliveries of consumer
                 reports can occur.  Failure to obtain such prior approval
                 shall result in termination of this Agreement.

             B.  Reseller shall not sell Trans Union consumer reports to
                 customers that are private investigative agencies, detective
                 agencies, or law firms.  Reseller shall take the following
                 steps to verify the identity of its customers who will obtain
                 Trans Union credit reports or information therefrom to make
                 certain that none are such agencies:

                 1.  Confirm that the stated purpose for obtaining consumer
                     reports is compatible with the type of business conducted
                     by the potential customer.

                 2.  Conduct a physical inspection of the company's premises to
                     assure that it is a legitimate business facility (not a
                     residence) and that the furnishings, etc. are commensurate
                     with the size and purported type of business, and in order
                     to determine if it is a detective agency, private
                     investigative agency, security service, investigator, law
                     firm, or other unauthorized user.  This is a material
                     requirement of this Agreement.

                 3.  Confirm that advertisements or signs are compatible with
                     purported business.

                 4.  Verify that the company has a business checking account
                     and that the account balance is compatible with the size
                     and nature of the company.

                 5.  Verify business references to ensure that the potential
                     customer has clientele which would support the stated
                     business.

                 6.  Verify business phone numbers by checking the phone
                     directory or other phone records.

                 7.  Check  the yellow page listings for the area where the
                     customer is located, under the following types of
                     businesses to see of the prospective customer is listed:

                     a)   Detective Agencies
                     b)   Private Investigators
                     c)   Security Services
                     d)   Investigators
                     e)   Lawyers or Attorneys At Law
<PAGE>   3

                     1.   The actions taken to verify the type of customer will
                          be notated on the Subscriber Agreement.  Records
                          which document the investigation, and the Subscriber
                          Agreement, must be retained as long as the customer
                          continues to maintain access and for two years
                          thereafter.  Those records (or copies thereof) must
                          be made available to appropriate Trans Union
                          personnel on request.

             A.  If, as the result of the verifications outlined above, the
                 prospective customer is found to be a detective agency,
                 private investigative agency, security service, investigator,
                 or law firm, or is found to have no permissible purpose to
                 obtain credit reports, no agreement will be signed and no
                 subscriber number will be issued.

             B.  No customer of Reseller shall be a government law enforcement
                 agency.

             C.  Reseller shall not sell consumer reports or information
                 therefrom to another reseller.

             D.  Trans Union reserves the right to terminate any customer of
                 Reseller at any time with or without notice.

I.       Merged Report Guidelines

                 Reseller agrees to adhere to the following guidelines when it
                 sells Merged Consumer Reports:

                 1)  Reseller shall comply with the requirements of FCRA
                     dealing with consumer disclosure, interviews and
                     reinvestigation procedures.

                 2)  Reseller shall retain each Merged Report so that it can
                     provide a consumer disclosure as required by FCRA.

                 3)  Reseller shall be able to easily identify the source(s) of
                     each element of data in the Merged Report.  Consumer
                     disclosures must clearly show this data as it was
                     originally reported be each of the sources when providing
                     the consumer disclosure.

                 4)  When a customer of the Reseller requests and reviews a
                     Merged Report and the consumer is denied credit based on
                     information in that Report, the consumer must be referred
                     to the Reseller for a complete disclosure.

                 5)  In making a disclosure, the Reseller will provide the
                     names, addresses and telephone numbers of the consumer
                     reporting agency that was used to provide information for
                     the report.

                 6)  In making a disclosure, the Reseller must advise the
                     consumer about her/his FCRA rights to dispute information
                     with the appropriate source credit bureau, to request
                     reinvestigation, and to have corrected reports reissued to
                     previous recipients.
<PAGE>   4
                 7)  Reseller must obtain information from sources other than  
                     the applicant. Separate inquires are necessary when the
                     co-borrowers have individually obtained credit.

                 8)  The Merged Report must contain the date the report was
                     created, the name, address, and the phone number of the
                     consumer reporting agency which prepared the Merged
                     Report.  The Merged Report must show the names of the
                     repository(ies) from which the information was obtained
                     and must identify the organization that ordered the Merged
                     Report.

                 9)  Once the merge logic is applied, the Merged Report must
                     contain the following list of tradeline or credit grantor
                     information for each tradeline if it was furnished by one
                     or more of the credit reporting agencies.

                          a.  Account Name
                          b.  Account Number
                          c.  Date Reported
                          d.  Date Opened
                          e.  Type of Account
                          f.  Current Status
                          g.  Current Balance
                          h.  High Credit (Credit Limit)
                          i.  Terms (Payment)
                          j.  Historical Status
                          k.  Inquiries
                          l.  Account Association Code

I.       Trans Union Responsibilities

         A.  Trans Union shall maintain credit information on individuals as
             furnished by its subscribers or obtained from other available
             sources.

         B.  Trans Union shall use good faith in obtaining and assembling such
             information from sources deemed reliable, but does not guarantee
             the accuracy of any information reported, and TRANS UNION MAKES NO
             WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
             IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
             PURPOSE, RESPECTING THE ACCURACY OF ANY TRANS UNION CREDIT
             INFORMATION FURNISHED BY TRANS UNION TO RESELLER OR TO ANY
             SUBSCRIBERS OF RESELLER.  IN NO EVENT SHALL TRANS UNION BE LIABLE
             TO RESELLER IN ANY MANNER WHATSOEVER FOR ANY LOSS OR INJURY TO
             RESELLER RESULTING FROM THE OBTAINING OR FURNISHING OF CREDIT
             REPORTS AND, FURTHER, RESELLER AGREES TO HOLF TRANS UNION HARMLESS
             AND INDEMNIFY IT FROM ANY AND ALL CLAIMS, LOSSES AND DAMAGES
             ARISING OUT OF THE ISSUANCE OF SUCH REPORTS OR THE FAILURE OF
             RESELLER TO KEEP AND PERFORM ANY OF ITS OBLIGATIONS DESCRIBED
             HEREIN.
<PAGE>   5
I.       Identify End User

         A.  Reseller shall provide to Trans Union as tp each customer who will
             obtain Trans Union credit reports or information therefrom as a
             result of Reseller's solicitation, its identity by subscriber
             number, name, address and telephone number, and the permissible
             purpose for which each report is sought, so that such information
             may be noted on the report  for the consumer who is the subject of
             the report accessed.  Such end user identification shall be made
             by either Option (1) or Option (2) below, as indicated by
             Subscriber.  Failure of Reseller to comply with the requirements
             of this Section IV shall result in termination of this Agreement.

                 Option (1):  Each customer signed up by Reseller may access
                 the Trans Union system after appropriate identification
                 procedures have been established, and a separate customer code
                 shall be issued for each customer.  When such code is
                 established, Reseller shall provide Trans Union with the
                 customer's name, address, telephone number, and the
                 permissible purpose for which reports will be accessed.  If
                 the customer intends to access reports for more than one
                 permissible purpose for each access to a consumer report; or

                 Option (2):  The customer name and permissible purpose shall
                 be identified by inquiry on each consumer report accessed.
                 Reseller agrees to establish and provide Trans Union a toll
                 free number, which will be answered between the hours of  9
                 a.m. to 5 p.m. Monday through Friday, exclusive of federal
                 holidays, that Trans Union can call to obtain the customer's
                 address and telephone number.

         B.  If any current customers of Reseller have been assigned a Trans
             Union access code, they shall be identified, and Reseller shall
             determine that the certifications required herein and all other
             obligations stated herein are complied with by such customers.
             All detective or investigative agencies, government law
             enforcement agencies, or law firms who have to access code for the
             Trans Union system, shall be terminated and access to the Trans
             Union by them shall be canceled.


I.       Fees & Charges

    A.   Reseller shall pay to Trans Union for each access by it or one of its
         customers the price then in effect for the type of credit report
         ordered.  Trans Union shall have no obligation to collect any account
         owing from Reseller's customers.

    B.   Trans Union shall provide monthly invoices to Reseller for all access
         by it or Reseller's customers, and such invoices shall be paid by
         Reseller within thirty (30) days of receipt.  Past due amounts shall
         accrue interest at the rate of 1.5% per month.  If collection efforts
         are required, Reseller shall be liable for all cost of collection,
         including reasonable attorney's fees.
<PAGE>   6
I.       Miscellaneous

         A.  This Agreement shall remain in force and effect for one (1) year
             from the date hereof, and hereafter, from year to year, on the
             same basis as set forth herein except that either party may cancel
             this Agreement at any time upon at least sixty (60) days notice,
             and Trans Union may cancel this Agreement or any customer
             solicited by Reseller immediately if it determines that the
             requirements of this Agreement or any law have not been met.
             Trans Union may also terminate this Agreement immediately without
             notice if invoices hereunder are not paid as of the due date.

         B.  The parties hereto agree that this instrument is the full and
             complete Agreement between them regarding the furnishing of credit
             information, supersedes all prior agreements or discussions, and
             is not to be altered, varied, or enlarged upon by any verbal
             promises, statements, or representations not expressed herein.

         C.  The parties acknowledge the special and unique purposes of this
             Agreement and, therefore, agree that, notwithstanding any other
             provisions to the contrary contained in this Agreement, neither
             this Agreement nor any of the rights or obligations hereunder
             shall be assignable by Reseller without prior written consent of
             Trans Union.

         D.  Each of the parties to this Agreement are independent contractors
             and nothing contained in this Agreement shall be construed as
             creating a joint venture, partnership, licensor-licensee,
             principal-agent or mutual agency relationship between or among the
             parties hereto and no party shall, by virtue of this Agreement,
             have any right or power to create any obligation, express or
             implied, on behalf of any other party.  No party, nor any employee
             of a party, shall be deemed to be an employee of the other party
             by virtue of this Agreement.


Agreed to on this date first above written.

Tans Union Corporation                       Reseller Name: FACTUAL DATA CORP
                                                           ---------------------

By: /s/ R.D. LITTLEJOHN                      By: /s/ J.H. DONNAN
   -----------------------------                --------------------------------

Print Name: R.D. Littlejohn                  Print Name: J.H. Donnan
           ---------------------                        ------------------------

Title: VP/AS                                 Title: President
      --------------------------                   -----------------------------

                                             Reseller Address:
                                                              ------------------

                                             -----------------------------------
<PAGE>   7
                       (Exhibit A to Reseller Agreement)

                                    RESELLER
                         AGREEMENT FOR CONSUMER REPORTS
                            FOR EMPLOYMENT PURPOSES
                                     (PEER)

         The undersigned Subscriber and RESELLER NAME ("Reseller"), hereby make
         the following agreement:

         1.  Reseller has access to consumer reports from one or more consumer
             credit reporting agencies pertaining to consumer's credit
             experiences and histories throughout the United States.

         2.  Subscriber is a CRA and has a need for consumer credit information
             in connection with the evaluation of individuals for employment,
             promotion, reassignment or retention as an employee ("Consumer
             Report for Employment Purposes").

         3.  Subscriber shall request Consumer Report for Employment purposes
             pursuant to procedures prescribed by Reseller from time to time
             only when it is considering the individual inquired upon for
             employment, promotion, reassignment or retention as an employee,
             and for no other purpose.

         4.  Subscriber certifies that it will not request a Consumer Report
             for Employment Purposes unless:

             A.  A clear and conspicuous disclosure is first made in writing to
                 the consumer before the report is obtained, in a document that
                 consists solely of the disclosure, that a consumer report may
                 be obtained for employment purposes.

             B.  The consumer has authorized in writing the procurement of the
                 report; and

             C.  Information from the Consumer Report for Employment Purposes
                 will not be used in violation of any applicable federal or
                 state equal employment opportunity law or regulation.

         5.  Subscriber further certifies that before taking adverse action in
             whole or in part based on the Consumer Report for Employment
             Purposes, it will provide the consumer:

             A.  A copy of the Consumer Report for Employment Purposes; and

             B.  A copy of the consumer's rights, in the format approved by the
                 FTC, which notice shall be supplied to Subscriber by Reseller.
<PAGE>   8
         6.  Subscriber agrees that it shall use Consumer Report for Employment
             Purposes only for a one-time use, and to hold the report in strict
             confidence, and not to disclose it to any third parties not
             involved in the current employment decision.

         7.  Subscriber agrees to pay to Reseller an initial annual membership
             fee of $ 0 and such membership fee as may be accessed in subsequent
             years if this Agreement is continued.

         8.  Subscriber, in addition to the membership fee, shall pay for each
             Consumer Report for Employment Purposes, the then current
             published price therefor.

         9.  All payments shall be due thirty (30) days after receipt of the
             invoice.  Past due amounts shall accrue interest at the rate of
             1.5% per month.  If collection efforts are required, Subscriber
             shall pay all costs of collection, including attorney fees.

        10.  Reseller reserves the right to change the charges from time to
             time, but no change in such charges shall become effective as to
             the Subscriber earlier than thirty (30) days after written notice
             thereof shall have been given by Reseller to the Subscriber.

        11.  Reseller shall use good faith in attempting to obtain information
             from sources deemed reliable, but does not guarantee the accuracy
             of information requested, and in no event shall Reseller be liable
             in any manner whatsoever for any loss or injury to Subscriber
             resulting from the obtaining or furnishing of such information;
             and further Subscriber Agrees to hold Reseller harmless and
             indemnify it from any and all claims, losses, and damages arising
             out of alleged liability or failure of the Subscriber to keep and
             perform any of its obligations described herein.

        12.  There shall be no refunds or rebates of the annual Subscriber fee
             under this Agreement.  All Subscriber fees are compensation for
             supplying service and carrying this account.

        13.  This Agreement shall remain in force and effect for one (1) year
             from date hereof, and thereafter, from year to year, on the same
             basis as set forth herein except that either party may cancel t
             his Agreement at any time upon notice at least ten (10) days prior
             to the end of the current monthly payment period.

        14.  It is further agreed, however, that with just cause, such as
             delinquency or violation of the terms of the contract or a legal
             requirement.  Reseller may, upon its election, discontinue serving
             the Subscriber and cancel this Agreement immediately.

        15.  The parties hereto agree that this instrument is the full and
             complete Agreement between them regarding the furnishing of
             Consumer Report for Employment Purposes, and is not to be altered,
             varied, or enlarged upon by any verbal promises, statements, or
             representations not expressed herein.  This Agreement shall not be
             binding on either party until accepted by Reseller.


Reseller Name                         Firm Name of Subscriber: FACTUAL DATA CORP
                                                              ------------------

By: /s/ R.D. LITTLEJOHN               By: /s/ J.H. DONNAN
   --------------------------            ---------------------------------------

Print Name: R.D. Littlejohn           Print Name: J.H. Donnan
           ------------------                    -------------------------------

Title: VP/AS                          Title: President
      -----------------------               ------------------------------------

                                       Address:
                                               ---------------------------------
Date: 10-2-97
     ------------------------          -----------------------------------------

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