Exhibit 10.23


Services Agreement


 


 


This Services Agreement (“Agreement”) is made by and between InsWeb
Corporation,  a Delaware Corporation, 11290
Pyrites Way, Suite 200, Gold River, California, 95670-4481 (hereinafter “InsWeb”)
and NetQuote Inc, a Colorado corporation, 1860 Blake Street, Suite 900, Denver,
Colorado, 80202 (hereinafter “NetQuote”).


 


Recitals


 


WHEREAS, InsWeb and NetQuote are the owners and developers of
their respective websites where consumers can obtain information for quotes
related to a variety of insurance products; and


 


WHEREAS, InsWeb and NetQuote desire to create a relationship
whereby consumers visiting one party’s website (as further described in Exhibit
A attached hereto, hereinafter “Leads”) may be transferred to the other
party’s website (as further described in Exhibit A, hereinafter “Lead
Generation Activities”).


 


NOW, THEREFORE, in consideration of the mutual consideration,
promises, representations, and covenants set forth herein, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.                                       EFFECTIVE
DATE/TERM.   This Agreement shall be
effective as of July10, 2007 (“Effective Date”) and shall continue for a period
of one year unless
earlier terminated as described herein (the “Term”).    After the initial Term,
the Term will automatically continue unless and until either party provides the
other party with at least ninety (90) days prior written notice of termination.


 


2.                           COMPANY LOGO AND TRADEMARKS. 
Subject to the terms of this Agreement, each party grants to the other
party a non-exclusive, nontransferable, royalty-free, revocable license to use
and display, during the Term of this Agreement, the name, logo and certain
other trademarks and proprietary identifying marks set forth on Exhibit B
attached hereto, whether or not registered (the “Licensed Marks”), and NetQuote
grants to InsWeb such a license with regard to the Advertising Content (as
defined in Exhibit A attached hereto) solely for the purposes of
performing the obligations under this Agreement, solely in the manner permitted
by the other party.  If either party
disapproves of the other party’s use of any Licensed Marks or Advertising
Content, such party will provide written notice describing its disapproval, and
the other party must promptly modify the applicable use in accordance with such
notice.  Each party agrees that it will
not contest the ownership nor misappropriate the Licensed Marks or Advertising
Content of the other party, and will not register any trademark confusingly similar
to those of the other party. Either party, in its sole discretion, may modify
the consumer interface of its website; however, neither party shall modify the
Licensed Marks or Advertising Content of the other party without prior written
authorization, and shall cause the appropriate designations “TM” or “SM” or the
registration symbol ®, or with regard to the or Advertising Content, the ©
symbol and notice, to be placed adjacent to the Licensed Marks or Advertising
Content if requested by the owner.  Except as expressly granted in this Agreement,
neither party shall have any rights in the Licensed Marks or Advertising
Content of the other party. Under no circumstances will anything in this
Agreement be construed as granting, by implication, estoppel or otherwise, a
license to the intellectual property of the other party.


 


3.                                       ACCEPTABLE
USE/SUSPENSION. InsWeb and NetQuote reserve the right promptly to remove the
other party’s Licensed Marks and or Advertising Content from its website in the
event of a claim by a third party that any portion of the other party’s
Licensed Marks or Advertising Content: (i) infringes, misappropriates or
misuses any intellectual property right; (ii) libels any person or company; or
(iii) presents material that is fraudulent, obscene or pornographic; or, (iv)
violates any law or regulation.


 


4.                                       GENERAL COVENANTS OF
THE PARTIES.  Each of InsWeb and NetQuote
covenants that: (a) it owns or has the right to use the form and content of all
its Licensed Marks, free of any claims of infringement, misappropriation or
misuse by third parties; (b) it has reviewed all applicable State, Federal and
insurance-specific laws and regulations governing the provision of services
under this Agreement and agrees that it is currently in compliance therewith
and will continue to comply therewith in the performance of its obligations
under this Agreement; (c) it is duly
licensed, authorized and certified by all applicable governmental regulatory
authorities to operate its business as it is now conducted and, that during the
course of this Agreement, it shall acquire and maintain appropriate licenses,
authorizations, and certifications from all 


 


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applicable governmental regulatory authorities
required to perform its obligations hereunder;
(d) all representations made on its respective website regarding its products
or services shall be truthful, lawful and not misleading; and (e) it will use
commercially reasonable efforts to maintain the security of its website and all
Lead information and information submitted in any RFQ Forms (as defined in
Section 9.a.), including without limitation as required by Section 8 hereof.


 


5.                                       INCORPORATED
TERMS.  InsWeb and NetQuote shall abide
by the terms set forth in Exhibit A (“Program Specifications”) incorporated
herein in its entirety.


 


6.                                       PRICE AND PAYMENT.   The fees and charges for the delivery of
Leads are set forth in Exhibit A of this Agreement (“Fees”).  Each party will submit an invoice to the
other party for Fees due for the applicable calendar month within fifteen (15)
days following the end of such month. 
Invoices are due and payable within thirty (30) days from the date shown
on the invoice.  Delinquent amounts shall
bear interest from the date of delinquency until paid at an interest rate equal
to the lesser of (i) 1.5% per month (18% per annum); or, (ii) the maximum
allowed under applicable law.  The paying party will be responsible for
all taxes, fees, and other charges that may be assessed against it in relation
to the payment to the other party for Fees incurred hereunder.


7.                                       AUDITS. 
Each party, and their designated auditors, shall be entitled, at their
sole expense, to reasonable access to all relevant records held by the other
party as are reasonably necessary to provide support and documentation to
verify billings and payments under this Agreement. The party requesting the
audit shall provide not less than thirty (30) days prior notice of its intent
to conduct an audit. The party being audited shall supply all assistance
commercially reasonably necessary so that the auditors may complete any such
audit.  All audits shall comply with the
provisions of this Agreement with respect to confidential information and shall
be conducted in such a manner that does not unnecessarily interfere with the
party’s ability to perform services under this, or any other agreement.


 


8.                                       CONFIDENTIALITY.


a.               For purposes of this Section 8,  the following definitions apply:


i.                                          “Confidential Information” shall
mean:  (1) information regarding a
party’s financial condition, customers and customer lists, information systems,
business operations, plans or strategies, product information, and marketing
and distribution plans, methods, and techniques; (2) information that is
marked “confidential,” “proprietary” or in like words, or that is summarized in
writing as confidential prior to or promptly after disclosure to the other
party;  (3) Nonpublic Personal
Information; and (4) all terms of this Agreement.


ii.                                                   “Consumer Information” means all
information about a consumer, including, without limitation, all Nonpublic
Personal Information (as defined below), contained in a Lead that has been
provided to a party pursuant to the Lead Delivery Program described in Exhibit
A.  Consumer Information is not
Confidential Information of either party.


iii.                                                “Nonpublic Personal Information”
shall be defined with reference to the Gramm-Leach-Bliley Act of 1999, 15
U.S.C. §§ 6801 et seq., and
applicable federal and state laws and regulations implementing the act
(hereinafter, “Privacy Laws”). 
Nonpublic Personal Information shall include any information: (1) a
consumer provides to a party or its affiliates to obtain a financial product or
service; (2) about a consumer resulting from any such transaction; (3) otherwise
obtained about a consumer in connection with providing the financial product or
service to that consumer; and (4) any list, description, or other grouping
of consumers (and Publicly Available Information pertaining to them) that is
derived using any of the foregoing information that is not Publicly Available
Information.


iv.                                                “Publicly Available Information”
shall be defined with reference to the Privacy Laws and shall mean any
information that a party has a reasonable basis to believe is lawfully made
available to the general public from: 
(1) federal, state, or local government records; (2) widely
distributed media; or (3) disclosures to the general public that are
required to be made by federal, state, or local law.


 


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v.                                                  “Security Breach” means any actual
or potential unauthorized or accidental access, use, loss or disclosure of any
Consumer Information or a breach of either party’s security or information
systems that could reasonably be expected to expose any Consumer Information to
such unauthorized or accidental access or use.


b.              Confidential Information. 
Each party will hold the other party’s Confidential Information in
confidence and will safeguard it in at least the same manner as a prudent
business person would safeguard his or her own proprietary information and
trade secrets, and each party will use the other’s Confidential Information
solely for purposes of performing under this Agreement.  A party will not be obligated to protect Confidential
Information to the extent such information: (a) is publicly known other
than through a wrongful act or omission of the receiving party; (b) was
available to or already known by the recipient on a non-confidential basis
prior to its disclosure by the other party; (c) is developed by the
recipient independently of any information acquired from the other party;
(d) becomes available to the recipient on a non-confidential basis from a
third party, provided that the recipient has no reason to know that the third
party is or may be bound by a confidentiality agreement with the disclosing
party; or (e) is disclosed pursuant to a court order or the requirement of
any governmental authority (in which case the recipient will promptly notify
the disclosing party of any such order or requirement, and cooperate, at the
disclosing party’s expense, in any effort to obtain a protective order from the
issuing court or governmental authority limiting disclosure and use of the
information).  Each party will, immediately
upon request or the termination of this Agreement, return or destroy (at the
disclosing party’s request) all Confidential Information and all copies and
embodiments thereof.


c.               Consumer Information.


i.                                          Each party will comply with all laws and
regulations with respect to Consumer Information and the collection, handling,
delivery, processing and transmission thereof, including, without limitation,
with respect to confidentiality and security and any consent or authorization
necessary to use such information as contemplated hereby.


ii.                                                   Each party will treat all Consumer
Information in accordance with all Privacy Laws and other applicable laws,
rules, regulations, including, without limitation, (i) as may be applicable to
the use, unauthorized access, confidentiality and security of Consumer
Information, and procedures relating to the foregoing, (ii) all laws concerning
the international transfer of Consumer Information, and (iii) all laws
applicable to email marketing and telemarketing activities (collectively, “Data
Laws”).


iii.                                                Each party will disclose Consumer
Information only to its employees, officers, agents and any third parties
(specifically meaning only insurance carriers or similar parties): (i) who have
a need to know such Consumer Information for the purpose of responding to the
Consumer’s request for insurance quotes and information from such party; (ii)
who are informed of their obligations with respect to such Consumer
Information; (iii) in compliance with all Data Laws; (iv) in properly secured
or encrypted formats; (v) if such parties are contractually bound to treat the
Consumer Information in a manner no less protective than as required of each
party hereunder; and (vi) if such party remains liable for all acts and
omissions of such persons or entities.


iv.                                               Each party will maintain appropriate
physical, technical and organizational measures to protect all Consumer
Information against accidental loss or unauthorized access, use, disclosure,
alteration, or destruction.  Each party
acknowledges that the level of security that is appropriate will depend on the
sensitivity of the information, the risks represented by the processing of the
Consumer Information, the harm that is likely to result from a breach of
security, industry standards, and applicable law, including Data Laws.


v.                                                  Neither party will rent, sell, resell,
disclose, transfer, store, retain or use any Consumer Information except solely
as contemplated hereby in order to process a Consumer’s request for insurance
quotes and information pursuant to an RFQ Form, unless otherwise expressly
authorized by the Consumer, and each party will permanently delete such
Consumer Information from its production database within a reasonable time
following receipt of a request by the consumer. 
Prior to such deletion, each party will correct or update such Consumer
Information upon notice from the other party or the Consumer.  No later than ninety (90) days after the
Effective Date, the parties will implement technology to prevent their
respective newsletters or other marketing material from being distributed to
any 


 


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consumer whose Consumer
Information has been obtained from the other party pursuant to the Lead
Delivery Program.


vi.                                               Each party will notify the other party
immediately in writing of any Security Breach. 
Each party will provide all necessary and reasonable cooperation to the
other to comply with any Data Laws applicable to such Security Breach, including,
without limitation, the notification of all Consumers who may have a right to
be informed of the Security Breach and the investigation and prosecution of
such Security Breach.


vii.                                            Each party will provide reasonable
cooperation to the other party and any governmental authorities with jurisdiction
to audit and verify such party’s data security systems and procedures in order
to confirm such party’s compliance with these provisions and any applicable
Data Laws.


d.              Due Diligence Discussions. 
Neither party is permitted to disclose any Confidential Information of
the other party (other than the terms of this Agreement), or any Consumer
Information regarding any Leads provided by the other party pursuant to this
Agreement, in connection with any due diligence request or discussions with any
third party, regardless of whether such third party has executed a
confidentiality agreement.


e.               Required Disclosures. 
Either party may disclose Consumer Information or other Confidential
Information as required by any applicable law, regulation, rule, court or administrative
order or similar legal requirements.  In
the event of any such required disclosure, the disclosing party will, to the
extent permissible under applicable law, immediately notify the other in
advance of such disclosure and cooperate in any effort to minimize the extent
of such disclosure and maintain the confidentiality of such Consumer
Information or Confidential Information. 
If disclosure of such information is required, the party ordered to
comply with such disclosure request shall exercise its best efforts to obtain
an order or other reliable assurances that Consumer Information and
Confidential Information will be treated confidentially by the proposed
recipient thereof.


f.                 Remedies. Notwithstanding the provisions of Section 11.b.
below, each party acknowledges and agrees that due to the unique nature of the
other party’s Confidential Information and Consumer Information, there may be
no adequate remedy at law for any breach of its obligations under this Section
8, and that any such breach or any unauthorized use or release of any
Confidential Information or Consumer Information may result in irreparable harm
to the party originally providing such Consumer Information to the other
party.  Therefore, upon any such breach
or any threat thereof, each party shall be entitled to appropriate equitable
relief, including without limitation injunctive relief against any breach
hereof, in addition to whatever remedies such party might have at law, and such
party shall be entitled to be indemnified by the party breaching this Section 8
from any loss or harm, including, without limitation, attorney’s fees, in
connection with any breach or enforcement of the breaching party’s obligations
hereunder or the unauthorized use or release of any such Confidential
Information or Consumer Information.


g.              Revisions.  The parties
in good faith agree to revisit and amend this Section 8 from time to time as
necessary to comply with changes to relevant Data Laws and any other relevant
changes in the industry generally.


 


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9.                                       MUTUAL OBLIGATIONS


a.               Provision of Leads.  Each party
will provide its Leads to the other party by the means agreed upon by the
parties as set forth the Lead Delivery Program in Exhibit A, and will use commercially
reasonable efforts to provide such Leads immediately upon receipt by such party
of a properly completed online automated insurance quotation request form used
by consumers to request information for the purpose of obtaining comparative
insurance quotes (“RFQ Form”); provided, however, that neither party shall be
deemed to be in breach of this section 9(a) if a delay in delivering Leads is
due to scheduled system maintenance or minor, non-recurring technical
issues.  Neither party guarantees that
any minimum quantity of Leads will be provided to the other party, and the
number of Leads provided hereunder will vary depending on numerous factors,
including without limitation the parameters selected by the other party.  All Leads are non-exclusive, and each party
acknowledges and agrees that data provided by the other party hereunder may be
responsive to search parameters provided by other customers of such
party.  Each party acknowledges that the other party’s other customers may
compete with either party hereto, and may use the Leads to so compete.


b.              Tracking.  Each party
will track all Leads generated by the other party’s Lead Generation Activities,
and provide the other party with access to online statistics available through
a password-protected website reporting system (the “Reporting Site”).   At a minimum, each party will provide
monthly reports as described in Exhibit C.


c.               Multiple Uses of Leads. 
Each party expressly acknowledges and agrees that either party’s Leads
may be sold multiple times to such party’s customers.  Each party will inform the other party of the
number of times each such Lead has been sold or otherwise distributed, and
under no circumstances may any Lead provided by either party hereunder be
distributed for contact by the other party or any third party more than a
combined total of eight (8) times regarding quotes on insurance policies.  All Leads will contain identifiers as
mutually agreed upon by the parties, which the parties initially agree will
include the number of times a Lead was distributed or the remaining number of
times a Lead may be distributed by a party hereunder.


d.              Customer Agreements. 
Any sales of  Leads by either
party to its customers will be made solely pursuant to an agreement in which
such customer: (i) agrees not to re-sell the consumer information as provided
in the Lead; and (ii) agrees to maintain the confidentiality of such
information and to abide by all other applicable terms as set forth in each
party’s standard agreement with insurance agents who wish to receive Leads from
such party.


e.               Links and Activities. Each party agrees to perform those
services necessary to set-up and maintain the appropriate links to the other
party’s website and in all applicable Lead Generation Activities.


f.                 Additional Obligations. 
In performing under this Agreement, each party will comply with all laws
and regulations concerning advertising and will make no false or misleading
representations with regard to the other party. 
Neither party may take any actions, including without limitation using
any content or Licensed Marks of the other party or any insurance companies or
other parties, to imply any endorsement of a party’s website or any other
relationship between the parties hereto or their insurers, other than that of
the parties’ cooperation hereunder.


g.              Website Obligations. 
Each party is solely responsible for the development, operation, and
maintenance of its own website and for all materials, information, data, and
images that appear thereon and otherwise in connection with such party’s Lead
Generation Activities, with the exception of Licensed Marks or Advertising
Content to be provided by the other party. For example, each party will be
solely responsible for the following:


 i.                 the
technical operation of such party’s website and all related equipment;


ii.                                                   the accuracy and appropriateness of
materials posted on such party’s website;


iii.                                                ensuring that materials, information,
data and images posted on such party’s website do not violate or infringe upon
the rights of any third party (including, without limitation, 


 


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copyrights,
trademarks, privacy, or other personal or proprietary rights) and are not
libelous, or defamatory;


iv.                                               ensuring that such party’s website has a
privacy policy describing how such party collects, uses, stores, and discloses
data collected from visitors and that such party’s website complies with all
applicable privacy laws with regard to personal information, and discloses that
certain data may be collected by third parties through links on such party’s
website; an


v.                                                  ensuring that such party’s website
complies with all terms of this Agreement.


h.              Conditions and Limitations.


i.                                          Nether party to this Agreement sells
insurance. If a consumer contacts either party, such party will instruct such
Consumer to contact the applicable insurance agent or insurance company, who is
then responsible for all aspects of the sale of insurance and provision of
services, including premium quotation, application material preparation and
procurement, coverage binding, premium collection, issuance of all policies,
bills, endorsements, renewal notices, privacy notices, non-renewal notices, and
cancellation notices on all Insurance written as a result of activities
hereunder.


ii.                                                   In the course of each party’s Lead
Generation Activities hereunder, each party is prohibited from knowingly
using the intellectual property of a third party, including, but not
limited to, trademarks, service marks, trade names, or copyright
protected materials of any third party, and which intellectual
property is neither owned nor licensed by either party hereunder. By
way of example and not limitation, neither party may use the trademarks or
service marks of any insurance company in Lead Generation Activities without
prior written approval of the applicable insurance company or the insurance
company’s duly authorized agent.


10.                                 LIMITED WARRANTY AND
REMEDIES.  InsWeb and NetQuote warrant
that the services provided to the other party hereunder will conform to their
description as set forth in this Agreement. 
ALL OTHER GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE SERVICES OR ANY OTHER PERFORMANCE BY EITHER PARTY HEREUNDER ARE
HEREBY EXCLUDED.  INSWEB AND NETQUOTE SPECIFICALLY
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.  The terms of this Section
entitled “Limited Warranty and Remedies” shall survive the termination of this
Agreement.


 


11.                                 LIMITATION OF
LIABILITY.


 


OTHER THAN THE INDEMNIFICATION
OBLIGATIONS OR ANY CLAIMS RELATED TO BREACH OF THE CONFIDENTIALITY OBLIGATIONS
SET FORTH HEREIN: (i) EITHER PARTY’S MAXIMUM LIABILITY, SHOULD IT BE FOUND
LIABLE TO THE OTHER PARTY FOR BREACH OF CONTRACT OR FOR ANY AND ALL CLAIMS ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER, SHALL NOT
EXCEED THE TOTAL AMOUNT PAYABLE BY THAT PARTY FOR SERVICES PROVIDED HEREUNDER
DURING THE SIXTY (60) DAYS PRECEDING SUCH CLAIM; AND (ii) IN NO EVENT SHALL A
PARTY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


 


12.                                 INDEMNIFICATION.


 


a.               InsWeb will indemnify and hold NetQuote and its
officers, directors, employees, successors and permitted assigns, harmless from
and against any Losses (as defined below) arising out of, relating to or


 


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incurred as a
result of (i) any failure by InsWeb to perform its obligations under this
Agreement, (ii) the breach or inaccuracy of a representation or warranty
made by InsWeb under this Agreement, (iii) any failure on its part to comply
with applicable law and (iv) the negligence or willful misconduct of
InsWeb in the performance of its obligations under this Agreement, and (v) the
infringement or misappropriation of any patent, copyright, trademark, trade
secret, or other proprietary right of any third party in the performance of its
obligations under this Agreement.  For
purposes of this Agreement, “Losses” means all out-of-pocket costs, fees,
losses, damages, claims and expenses, including outside attorneys’ fees,
disbursements and court costs, incurred by a party.


 


b.              NetQuote will indemnify and hold InsWeb, and any of
its subsidiaries, and their respective officers, directors, employees,
successors and permitted assigns, harmless from and against any Losses arising
out of, relating to or incurred as a result of (i) any failure by NetQuote
to perform its obligations under this Agreement, (ii) the breach or
inaccuracy of a representation or warranty made by NetQuote under this Agreement,
(iii) any failure on its part to comply with applicable law; (iv) the
negligence or willful misconduct of NetQuote in the performance of its
obligations under this Agreement and (v) the infringement or misappropriation
of any patent, copyright, trademark, trade secret, or other proprietary right
of any third party in the performance of its obligations under this Agreement.


 


13.                                 TERMINATION OF EXISTING
AGREEMENTS. As of the Effective Date of this Agreement, the parties expressly
terminate the following agreements:


 


a.               InsWeb Services
Agreement, dated as of September 29, 2006


b.              Letter Agreement re:
Reverse Lead Flow, dated as of November 14, 2006


c.               Linking Agreement (and
all amendments), effective as of April 26, 2004


d.              InsWeb Advertising
Opportunity Agreement, dated March 4, 2004


 


14.                                 TERMINATION OF THIS
AGREEMENT.


 


a.               Termination. 
Notwithstanding any other provision of this Agreement, either party may
terminate this Agreement upon written notice to the other party in the event of
a material breach hereof by the other party which has not been cured within
thirty (30) days after such party’s receipt of written notice describing such
breach.  This Agreement will
automatically terminate upon any change in control of either party, unless
otherwise agreed by the other party in writing prior to the completion of such
change in control.


b.              Effect of Termination.


i.                                          On any
termination of this Agreement, (a) all rights and obligations of the parties
shall cease immediately other than those which are described below as surviving
termination (provided that any termination shall not alleviate or affect any
liabilities or amounts owed that may have arisen or been incurred prior to such
termination), and (b) each party will immediately cease all use of the
Confidential Information (as defined in Section 8) of the other party, and will
either return or destroy such Confidential Information, as instructed by the
other party.


ii.                                                   InsWeb
shall: (a) immediately cease use of NetQuote’s Licensed Marks, any Advertising
Content provided to InsWeb, and all copies thereof, all of which at NetQuote’s
option, shall either be promptly: (i) returned to NetQuote; or (ii) destroyed
by InsWeb; and (b) promptly remove all links to NetQuote’s website and cease
all Lead Generation Activities involving NetQuote or the NetQuote website.


iii.                                                NetQuote
shall: (a) immediately cease use of InsWeb’s Licensed Marks and all copies
thereof, all of which at InsWeb’s option, shall either be promptly: (i)
returned to InsWeb; or (ii) destroyed by NetQuote; and (b) promptly remove all
links to InsWeb’s website and cease all Lead Generation Activities involving
InsWeb or the InsWeb website.


 


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iv.                                               Sections
6, 7, 8, 10, 11, 12, 14 and 15 will survive any termination of this Agreement,
and continue in full force and effect.


 


 


15.                                 MISCELLANEOUS.   This Agreement constitutes the entire
understanding between the parties relating to the subject matter hereof and
supersedes all prior agreements, proposals or understandings between the
parties regarding such subject matter. 
Further, each party shall comply with all applicable federal, state and
local laws and regulations in the performance of its obligations under this
Agreement.  The recitals above are true
and correct and are part of this Agreement. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, excluding those relating to conflict of laws.
Any lawsuit or action brought by the parties hereto shall be filed and
adjudicated in Wilmington, Delaware, and the prevailing party shall be entitled
to reasonable attorneys’ fees, expert witness fees and costs of suit, as well
as all such fees associated with enforcing any judgment pursuant hereto.  This Agreement and the rights and obligations
set forth herein may not be assigned, in whole or part, by either party without
the prior written consent of the other party. 
This Agreement may be amended only by a writing executed by duly
authorized officers of both parties.  The
failure of either party to enforce any provision hereof shall not be construed
as a waiver of such provision.  All
notices given hereunder shall be in writing and shall be sent by personal
delivery, overnight courier service, or by certified or registered mail, return
receipt requested, to the address given by the other party on the first page of
this Agreement, or as the parties may designate in writing from time to time
and shall be deem given when deposited with the U. S. Postal Service or courier
service if mailed, or when delivered if by personal delivery.    This Agreement may be executed by facsimile
and in counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


 


IN WITNESS WHEREOF, InsWeb Corporation and NetQuote,
Inc. have caused this Agreement to be signed by their duly authorized officers
as of the date written below.


 


	
  InsWeb Corporation

  	
   

  	
  NetQuote,
  Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ Kiran Rasaretnam

  	
   

  	
  By:

  	
  /S/
  Craig Shine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Kiran Rasaretnam

  	
   

  	
  Name:

  	
  Craig
  Shine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
  Title:

  	
  VP
  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  July 10th, 2007

  	
   

  	
  Date:

  	
  July
  10, 2007

  



 


 


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Exhibit A — Program
Specifications


 


The Agreement encompasses two separate programs: 1) Lead Delivery
Program — through which InsWeb and NetQuote will collect relevant profile and
contact information from consumers and may deliver the Lead to the other
party;  and 2) Pay Per Click Program —
through which NetQuote will have the option to bid for placement as an
advertiser on certain pages of the InsWeb site and receive Clickthroughs.


 


I.                                         Lead Delivery Program


1.1           InsWeb and NetQuote will collect the
name, phone number, email address and certain insurance profile information
from consumers visiting their respective websites for automobile and homeowners
insurance products (“Leads”). With the objective of expanding distribution of
the Lead beyond their respective networks of agents and insurance providers,
InsWeb and NetQuote also may deliver the Lead to the other party if: (i) the
Lead meets filtering criteria specified by the receiving company; and (ii) the
Lead has not been distributed more than eight times (the “Distribution Cap”).
Nothing in this Agreement shall be construed to require either party to deliver
a given quantity of Leads; provided, however, that it is the intent of the
parties to deliver the Lead in each case where the party’s sales of the Lead to
its own customers have not reached the Distribution Cap, unless the delivery of
the Lead would conflict with a party’s contractual obligations to its direct
customers.


1.2           Leads delivered by InsWeb to NetQuote
will conform to the following technical specifications:


1.2.1        in
the InsWeb-specified format (based on ACCORD XML 1.0.0 standard layout).


1.2.2        via
a secure HTTPS transmission.


1.2.3        one
Lead per transmission.


1.2.4                        NetQuote has elected to receive Leads encrypted via a
secure HTTPS transmission. Each Lead will be sent to a fixed destination via
HTTPS, to be provided by NetQuote in advance of the scheduled release date.


1.3           Leads delivered by NetQuote to InsWeb
will conform to the following technical specifications:


1.3.1        in
the InsWeb-specified XML format.


1.3.2        via
a secure HTTPS transmission


1.3.3        one
Lead per transmission


1.3.4                        InsWeb has elected to receive Leads encrypted via a
secure HTTPS transmission. Each Lead will be sent to a fixed destination via
HTTPS, to be provided by InsWeb in advance of the scheduled release date.


1.3.5                        With regard to all automobile and homeowners Leads
provided to InsWeb by NetQuote, NetQuote will engage in “ping & post”
activities with InsWeb, such that NetQuote will provide certain insurance Lead
data to InsWeb for review (including the information described in Section 1.4
below).  At the implementation currently scheduled for August 2007,  InsWeb will implement technology such that
the “ping” will identify whether InsWeb’s potential distribution of the Lead
will result in Billed Revenue, viewed as of the point of sale, of at least [CONFIDENTIAL TREATMENT REQUESTED].  If InsWeb is able to distribute the Lead for
at least [CONFIDENTIAL TREATMENT REQUESTED] in
Billed Revenue, the Lead will “post” (i.e. be considered accepted Lead data for
distribution via InsWeb’s distribution engine.)  If InsWeb is unable to
sell the Lead for at least [CONFIDENTIAL TREATMENT
REQUESTED] in Billed revenue, it will return the results of the “ping”
to NetQuote.


1.4           Leads delivered by NetQuote or InsWeb
will identify each insurance company or insurance provider that received the
Lead, the name of the insurance company represented by a Captive Agent that
received the Lead, and the license number of each Independent Agent that
received the Lead.  The information
described in this paragraph 1.4 is Confidential Information and the company
receiving the Lead will use the information for the sole purpose of suppressing



 


9

















 


distribution of the Lead
to the same insurance company, any agent of the Captive Agent company, or the
same independent agent.


                1.5           NetQuote will pay InsWeb [CONFIDENTIAL TREATMENT REQUESTED] of the “Billed Revenue”
derived from Leads it received during the previous calendar month pursuant to
the terms of the Lead Delivery program described in this Section I of Exhibit
A. Conversely, InsWeb will pay NetQuote [CONFIDENTIAL TREATMENT
REQUESTED] of the “Billed Revenue” derived from Leads it received
during the previous calendar month pursuant to the terms of the Lead Delivery
program described in this Section I of Exhibit A. Payments by either party are
due within thirty (30) days from the date of invoice. For the purpose of this
Agreement, Billed Revenue shall refer to the amount to be paid by agents,
insurance companies or other providers to whom the Lead was distributed after
taking into account discounts from a list price.  Additionally, Billed
Revenue will be reduced by the amount of any credits given for Leads determined
to be duplicates or non bona fide according to criteria established by mutual
agreement of the parties from time to time.


 


 


II.                                     Pay Per Click Program


2.1           Subject to the bidding procedure
described in paragraph 2.4 below, NetQuote will have the option to bid for
placement of its name, logo, title, description and URL (the “Advertising
Content”) as a Pay Per Click advertiser on certain pages within the InsWeb
website.  NetQuote acknowledges that its
placement on these pages within the InsWeb site shall be on a non-exclusive
basis and that InsWeb shall have the right to provide featured, premier or
specialized placements to other companies. InsWeb reserves the right, in its
sole discretion, to modify the InsWeb website, including the consumer
interface, from time to time by providing prior written notice to NetQuote.


2.2           When a consumer clicks on NetQuote’s
URL link within the Advertising Content, he/she will be transferred to a web
page designated by NetQuote (each a “Clickthrough”). NetQuote shall be solely
responsible for all costs relating to the development, hosting and maintenance
of the web page or site to which a consumer is transferred.


2.3           NetQuote shall be responsible for
providing InsWeb with the Advertising Content for display on the InsWeb site.   InsWeb will not alter or modify the
Advertising Content without the prior consent of Company.


2.4           [CONFIDENTIAL TREATMENT
REQUESTED].


2.5           NetQuote will pay InsWeb for
Clickthroughs identified by InsWeb as being generated from NetQuote’s
Advertising Content.


2.6           InsWeb will track and report data
associated with each NetQuote advertising placement. This data will be
available to NetQuote through an online reporting system. InsWeb and NetQuote
will work in good faith to resolve any discrepancies in the reporting or
tracking of Clickthroughs.


                2.7            InsWeb shall be permitted to redesign any or
all of the pay per click programs for health insurance, small business
insurance and renters insurance at any time by providing NetQuote with at least
thirty (30) days prior notice of the redesign. 
Until InsWeb implements a redesign of theses programs, however, InsWeb
will continue to provide NetQuote with the opportunity to participate in  these programs  on the terms existing between the parties as
of the Effective Date.


 


                2.8           InsWeb will promptly inform NetQuote
of any  redesign of InsWeb’s life
insurance offering and the potential opportunity for NetQuote to participate in
the redesigned offering.


 


10

















 


EXHIBIT B


LICENSED MARKS


 


NETQUOTE
LICENSED MARKS:


[INSERT]


 


INSWEB
LICENSED MARKS:


[INSERT]


 


11






 












 


Exhibit C


 


	
   

  	
  State

  	
   

  	
  Type

  	
   

  	
  InsWeb

  Distribution

  	
   

  	
  NQ

  Distribution

  	
   

  	
  Leads

  	
   

  	
  NQ
  Revenue

  	
   

  	
  InsWeb
  Share

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  0

  	
   

  	
  8

  	
   

  	
  45

  	
   

  	
  CONFIDENTIAL TREATMENT REQUESTED

  	
   

  	
  CONFIDENTIAL TREATMENT REQUESTED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  0

  	
   

  	
  7

  	
   

  	
  40

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  0

  	
   

  	
  6

  	
   

  	
  35

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  0

  	
   

  	
  5

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  0

  	
   

  	
  4

  	
   

  	
  25

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  0

  	
   

  	
  3

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  1

  	
   

  	
  6

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  1

  	
   

  	
  5

  	
   

  	
  25

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  1

  	
   

  	
  4

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  1

  	
   

  	
  3

  	
   

  	
  15

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  1

  	
   

  	
  4

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  1

  	
   

  	
  3

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  2

  	
   

  	
  4

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Preferred

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  2

  	
   

  	
  4

  	
   

  	
  8

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  7

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK

  	
   

  	
  Other Specialty

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Preferred

  	
   

  	
  0

  	
   

  	
  8

  	
   

  	
  125

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Preferred

  	
   

  	
  0

  	
   

  	
  7

  	
   

  	
  115

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  0

  	
   

  	
  6

  	
   

  	
  105

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  0

  	
   

  	
  5

  	
   

  	
  95

  	
   

  	
   

  	
   

  	
   

  



 


 


12

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Other Specialty

  	
   

  	
  0

  	
   

  	
  4

  	
   

  	
  85

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Other Specialty

  	
   

  	
  0

  	
   

  	
  3

  	
   

  	
  75

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Preferred

  	
   

  	
  1

  	
   

  	
  6

  	
   

  	
  100

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Preferred

  	
   

  	
  1

  	
   

  	
  5

  	
   

  	
  90

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  1

  	
   

  	
  4

  	
   

  	
  80

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  1

  	
   

  	
  3

  	
   

  	
  70

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA 

  	
   

  	
  Other Specialty 

  	
   

  	
  1 

  	
   

  	
  4 

  	
   

  	
  60 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Other Specialty 

  	
   

  	
  1 

  	
   

  	
  3 

  	
   

  	
  50 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA 

  	
   

  	
  Preferred 

  	
   

  	
  2 

  	
   

  	
  4 

  	
   

  	
  75 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Preferred

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  70

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Specialty Poor Credit

  	
   

  	
  2

  	
   

  	
  4

  	
   

  	
  65

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA 

  	
   

  	
  Specialty Poor Credit 

  	
   

  	
  2 

  	
   

  	
  3 

  	
   

  	
  60 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Other Specialty

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  55

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA

  	
   

  	
  Other Specialty

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  50

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.74

  	
   

  	
  1,770

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
  (10

  	
  )

  	
   

  	
   

  	
   

  



 


 


13