Sample Business Contracts


Agreement for the Provision of Financial and Other Products and Services - Pace Financial Network and FinancialWeb.com Inc.


                                   AGREEMENT
 
                            For The Provision of
                              Financial and Other
                             Products and Services

This Agreement (the "Agreement") is entered into this 15th day of March 1999, by
and between Pace Financial Network(sm), L.L.C., PFN Insurance Agency(sm),
L.L.C., PFN Mortgage Services(sm), L.L.C., PFN Consumer Credit(sm), L.L.C., PFN
Investment Management(sm), L.L.C., PFN Financial(sm), L.L.C., all Delaware
limited liability companies, and their subsidiaries (collectively referred to as
"PFN(R)"), and FinancialWeb.com, Inc., (herein referred to as the "Distribution
Partner").

                                  WITNESSETH:

WHEREAS, PFN(R) has established a network to provide financial and other
products and services to the sponsors, friends, members, customers, employees,
donors, and supporters (collectively, the "Supporters") of associations,
businesses, organizations, affinity groups, schools, and other entities
(collectively, the "Distribution Partners"), and

WHEREAS, PFN and the Distribution Partner desire to offer such products and
services to the Supporters of the Distribution Partner,

WHEREAS, PFN and the Distribution Partner acknowledge that the distribution of
certain products or services may require the involvement of an appropriately
licensed person or entity, including, but not limited to, an insurance agency, a
mortgage broker, and/or a registered broker/dealer (each a "Qualified Entity"),

WHEREAS, PFN has established, or will establish, the appropriate affiliated
entities to serve as Qualified Entities, as necessary,

WHEREAS, the Distribution Partner may have established, or may establish in the
future, the appropriate affiliated entities to serve as Qualified Entities, as
necessary, and

WHEREAS, the products or services covered by this Agreement, as appropriate,
will be distributed by the appropriate Qualified Entities, as governed by the
applicable laws and regulations,

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and conditions set forth herein, the parties hereto agree as follows:

    1. Marketing Plan. PFN will market various products and services to the 
       customers of the Distribution Partner in accordance with a Marketing Plan
       that shall be developed and agreed upon jointly by both parties. This
       Agreement shall not be valid until all parties have agreed upon the
       Marketing Plan, which, shall then be made a part of this Agreement. The
       Distribution Partner agrees to use its best efforts to assist PFN in its
       efforts to market its products and services to the Distribution Partner's
       Supporters in accordance with the Marketing Plan. It is understood,
       however, that the Distribution Partner will not market any specific
       product or service offered by PFN, unless it is specifically authorized
       to do so by PFN and (a) the Distribution Partner is an appropriate
       Qualified Entity, or (b) the Distribution Partner is appropriately
       affiliated with an appropriate Qualified Entity, or (c) no licensing is
       required.

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<PAGE>
 
    2. Products, Services, and other Considerations. PFN will provide, or
       intends to provide, to the Supporters of the Distribution Partner the
       products, services, and such other consideration as described in
       Addendum A attached to this Agreement and made a part hereof. The
       Distribution Partner shall have the right, upon written notice to PFN, to
       direct PFN not to market a particular product or service described in
       Addendum A to the Distribution Partner's Supporters; provided, however,
       that this right of rejection shall not apply to any product or service
       which PFN has already been marketing to the Distribution Partner's
       Supporters for more than 60 days.

    3. Compensation.

       a. Sales. For products and services for which: (a) the Distribution
          Partner is an appropriate Qualified Entity, or (b) the Distribution
          Partner is appropriately affiliated with an appropriate Qualified
          Entity, or (c) no licensing is required, PFN will pay the Distribution
          Partner an amount equal to twenty percent (20%) of all commissions and
          fees received by PFN from the providers of the financial products and
          services sold to the Distribution Partner's Supporters. The foregoing
          shall not apply to charitable remainder trusts, gift annuities, or
          other planned giving products or services that result in donations,
          revenues, or planned gifts to the Distribution Partner.

       b. Services. For products and services for which licensing is required
          and for which the Distribution Partner is not an appropriate Qualified
          Entity or is not appropriately affiliated with an appropriate
          Qualified Entity, PFN will pay the Distribution Partner the fair
          market value of the various advertising, promotional, consultation,
          and support services that the Distribution Partner provides PFN with
          respect to such products and services being marketed by PFN under this
          Agreement. The fee obligations for services under this subsection
          shall commence on the first day of the calendar month following the
          effective date of this Agreement. For each month until the completion
          of a full calendar quarter, PFN will attribute an initial fee of $500
          per month, as the fair market value of services under this subsection.
          Within thirty (30) days following the end of each full calendar
          quarter, PFN will review and evaluate the level of services provided
          by the Distribution Partner. The fee for the next calendar quarter
          will be adjusted, where appropriate, to reflect the fair market value
          of the services being provided by the Distribution Partner; provided,
          however, that the amount paid for such services shall not exceed an
          amount equal to twenty percent (20%) of all commissions and fees
          received by PFN during the applicable period from the providers of the
          financial products and services sold to the Distribution Partner's
          Supporters. The foregoing shall not apply to charitable remainder
          trusts, gift annuities, or other planned giving products or services
          that result in donations, revenues, or planned gifts to the
          Distribution Partner.

       c. Payment. Payments due to the Distribution Partner from PFN under this
          Agreement will be remitted to the Distribution Partner quarterly
          within thirty (30) days following the end of each calendar quarter for
          the prior calendar quarter's sales or services. For products and
          services for which: (a) the Distribution Partner is an appropriate
          Qualified Entity, or (b) the Distribution Partner is appropriately
          affiliated with an appropriate Qualified Entity, or (c) no licensing
          is required, the sale will be deemed to have occurred, and thereby
          creating the obligation for PFN to pay the Distribution Partner, in
          the calendar quarter in which PFN receives

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<PAGE>
 
          payment from the issuer or provider of the product or service that
          was sold.

    4. Applicability of Law and Regulation. It is understood that certain of the
       products or services that PFN will provide, or intends to provide, as
       well as the people and the Qualified Entities involved in their
       distribution, are subject to various State and Federal laws and
       regulations. Nothing in this Agreement shall be construed in any way to
       be inconsistent with, or violate, the applicable laws and regulations,
       and all parties to this Agreement agree to conduct all activities under
       this Agreement in conformance with the applicable laws and regulations,
       some of the provisions of which are included in the Marketing Plan.

    5. Limitation to Products and Services for Which PFN Receives Fees. It is
       understood that many of the products and services that PFN is offering,
       or will offer, are subject to various State or Federal regulation or
       licensing. Therefore, there may be situations in which PFN is not yet
       authorized to sell a particular product or service to a potential
       Supporter in a particular State. In order to provide the highest levels
       of customer service, PFN will attempt, where practical, in these
       situations to direct these potential Supporters to authorized suppliers,
       and PFN will forego any fees or commissions which it is not authorized or
       otherwise approved to receive. Hence, nothing in this Agreement or in the
       attached Addenda shall be construed as requiring PFN to pay the
       Distribution Partner any fees of any kind related in any way to the sale
       of products or services for which PFN is not appropriately authorized or
       licensed, or for which PFN does not itself receive any fees or
       commissions.

    6. Supporter Selection of Affinity Relationship. It is understood that
       there may be Supporters of the Distribution Partner who are also: (a)
       Supporters of other Distribution Partners that are affiliated with PFN;
       or (b) members of the public who access PFN for its products and
       services. Each person who accesses PFN has the right to select the
       affinity relationship with which he or she shall be associated when
       purchasing a product or service. Supporters of the Distribution Partner
       must indicate their affinity relationship with the Distribution Partner
       either explicitly (e.g., in discussions with a customer service
       representative or in an indication on a printed form) or implicitly
       (e.g., by calling a specially designated telephone number or accessing a
       specially designated Web page). Compensation will be paid under this
       Agreement to the Distribution Partner only for those Supporters who have
       either explicitly or implicitly indicated an affinity relationship with
       that Distribution Partner.

    7. Duration. This Agreement shall remain in effect for a period of three
       (3) years from the effective date hereof.

       The Distribution Partner shall have the unilateral right to renew this
       Agreement for two successive one-year renewal periods. To obtain each
       one-year extension, the Distribution Partner must so notify PFN in
       writing sixty (60) days before the effective date of the extension.

       The Distribution Partner shall have the unilateral right to renew this
       Agreement for additional one year periods beyond the two one-year renewal
       periods set forth in the preceding paragraph by notifying PFN in writing
       sixty (60) days prior to the expiration of the second one year period,
       and thereafter by providing such notice sixty (60) days prior to the
       expiration of each one year term. However, if the Distribution Partner
       receives written notice of PFN's determination not to renew this
       Agreement one hundred eighty (180) days prior to the expiration of the
       second one year renewal period or one hundred eighty (180) days prior to
       any

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<PAGE>
 
        subsequent renewal period, then the Distribution Partner may not renew
        this Agreement for the upcoming one year period in question.

    8.  Notices. Any notices, demands, or other communications which under the
        terms of this Agreement or under any statute must or may be given or
        made by any party shall be in writing and to the respective parties as
        follows:

        To: Pace Financial Network            To: FinancialWeb.com. Inc.
            8605 Westwood Center Drive            201 Park Place
            Suite 500                             Suite 321
            Vienna, VA 22182                      Altamonte Springs. FL. 32701
            Attn: Arthur A. Bushkin               Attn: James P. Gagel
                  President                             Executive Vice President

        Either party may change the notice address or addressee by giving notice
        thereof to the other party. Notices may be given by first class U.S.
        mail (postage prepaid, registered and with return receipt requested),
        nationally recognized express courier, confirmed facsimile, personally,
        or by hand. Notices shall be deemed to have been given on the date of
        delivery when delivered personally or by facsimile, on receipt if
        delivered by express courier or by hand, and three (3) days after
        delivery to the United States Postal Service, if mailed.

    9.  Governing Law. The laws of the State of Delaware will govern this
        Agreement.

    10. Disputes. Any and all disputes under this agreement shall be resolved
        by binding arbitration according to the rules of the American
        Arbitration Association according to the laws of the State of Delaware.
        When any party to this Agreement has a grievance, it shall first make a
        good faith effort to resolve the dispute with the other party or
        parties. Having failed to resolve its dispute to its satisfaction, the
        aggrieved party shall notify in writing the other party or parties
        thereof. The aggrieved party shall then have ninety (90) days to
        initiate an arbitration action hereunder, otherwise it shall be deemed
        to have waived its position and grievance.

    11. No Other Relatlonship Between the Parties. Nothing contained herein
        shall be construed as creating or implying a legal relationship of
        partner, agent, or employee between PFN and the Distribution Partner.

    12. Severability. It is the intent of the parties that this Agreement
        shall be interpreted in a manner that makes the entire Agreement
        effective and valid under applicable law. If, however, one or more of
        the provisions of this Agreement is held to be invalid, unenforceable,
        or unlawful, in any respect, then that provision shall be held to be
        ineffective to the extent, and only to the extent, of that invalidity,
        unenforceability, or unlawful aspect without invalidating either the
        remainder of that provision, or the other provisions of this Agreement,
        unless such a construction would be impossible.

    13. Entire Agreement. This Agreement and all attachments hereto, including
        the above-referenced Marketing Plan, constitute the entire agreement
        between the parties and supersede any prior or contemporaneous oral or
        written representations with regard to the subject matter hereof. This
        Agreement may not be modified except by a written agreement signed by
        both parties.

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<PAGE>
 
IN WITNESS THEREOF, the parties have caused this Agreement to be executed as of 
the day and year first set forth.

                                        Distribution Partner Name:

Pace Financial Network(SM), L.L.C.              FinancialWeb.com

By:  /s/ Arthur A. Bushkin              By:  /s/ James R. Cagel
   -------------------------------         -----------------------------------
   Arthur A. Bushkin, President            (Signature)


PFN Insurance Agency(SM), L.L.C.            James R. Cagel
                                           -----------------------------------
By: /s/ Arthur A. Bushkin                  (Print Name)
   -------------------------------  
   Arthur A. Bushkin, President             Executive Vice President
                                           ------------------------------------
                                           (Title)


PFN Mortgage Services(SM), L.L.C.

By: /s/ Arthur A. Bushkin          
   ------------------------------- 
   Arthur A. Bushkin, President    


PFN Consumer Credit(SM), L.L.C.

By: /s/ Arthur A. Bushkin          
   ------------------------------- 
   Arthur A. Bushkin, President    


PFN Investment Management(SM), L.L.C.

By: /s/ Arthur A. Bushkin          
   ------------------------------- 
   Arthur A. Bushkin, President    


PFN Financial(SM), L.L.C.

By: /s/ Robert Granados                                    
   -------------------------------                         
   Robert Granados, President  


General Distribution Partner           Page 5 of 6               GDP-2.0 9/22/98

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