**Exhibit 10.23**

**Services Agreement**

 

 

This Services Agreement (“Agreement”) is made by and between InsWebCorporation,****a Delaware Corporation, 11290Pyrites 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 oftheir respective websites where consumers can obtain information for quotesrelated to a variety of insurance products; and

 

**WHEREAS**, InsWeb and NetQuote desire to create a relationshipwhereby consumers visiting one party’s website (as further described in ExhibitA attached hereto, hereinafter “Leads”) may be transferred to the otherparty’s website (as further described in Exhibit A, hereinafter “LeadGeneration Activities”).

 

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

 

1.                                       EFFECTIVEDATE/TERM.   This Agreement shall beeffective as of July10, 2007 (“Effective Date”) and shall continue for a periodof one year unlessearlier terminated as described herein (the “Term”).    After the initial Term,the Term will automatically continue unless and until either party provides theother 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 otherparty a non-exclusive, nontransferable, royalty-free, revocable license to useand display, during the Term of this Agreement, the name, logo and certainother trademarks and proprietary identifying marks set forth on Exhibit Battached hereto, whether or not registered (the “Licensed Marks”), and NetQuotegrants to InsWeb such a license with regard to the Advertising Content (asdefined in Exhibit A attached hereto) solely for the purposes ofperforming the obligations under this Agreement, solely in the manner permittedby the other party.  If either partydisapproves of the other party’s use of any Licensed Marks or AdvertisingContent, such party will provide written notice describing its disapproval, andthe other party must promptly modify the applicable use in accordance with suchnotice.  Each party agrees that it willnot contest the ownership nor misappropriate the Licensed Marks or AdvertisingContent of the other party, and will not register any trademark confusingly similarto those of the other party. Either party, in its sole discretion, may modifythe consumer interface of its website; however, neither party shall modify theLicensed Marks or Advertising Content of the other party without prior writtenauthorization, and shall cause the appropriate designations “TM” or “SM” or theregistration symbol ®, or with regard to the or Advertising Content, the ©symbol and notice, to be placed adjacent to the Licensed Marks or AdvertisingContent if requested by the owner.  Except as expressly granted in this Agreement,neither party shall have any rights in the Licensed Marks or AdvertisingContent of the other party. Under no circumstances will anything in thisAgreement be construed as granting, by implication, estoppel or otherwise, alicense to the intellectual property of the other party.

 

3.                                       ACCEPTABLEUSE/SUSPENSION. InsWeb and NetQuote reserve the right promptly to remove theother party’s Licensed Marks and or Advertising Content from its website in theevent of a claim by a third party that any portion of the other party’sLicensed Marks or Advertising Content: (i) infringes, misappropriates ormisuses 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 OFTHE PARTIES.  Each of InsWeb and NetQuotecovenants that: (a) it owns or has the right to use the form and content of allits Licensed Marks, free of any claims of infringement, misappropriation ormisuse by third parties; (b) it has reviewed all applicable State, Federal andinsurance-specific laws and regulations governing the provision of servicesunder this Agreement and agrees that it is currently in compliance therewithand will continue to comply therewith in the performance of its obligationsunder this Agreement; (c) it is dulylicensed, authorized and certified by all applicable governmental regulatoryauthorities to operate its business as it is now conducted and, that during thecourse of this Agreement, it shall acquire and maintain appropriate licenses,authorizations, and certifications from all 

 

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

 

5.                                       INCORPORATEDTERMS.  InsWeb and NetQuote shall abideby the terms set forth in Exhibit A (“Program Specifications”) incorporatedherein in its entirety.

 

6.                                       PRICE AND PAYMENT.   The fees and charges for the delivery ofLeads are set forth in Exhibit A of this Agreement (“Fees”).  Each party will submit an invoice to theother 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 shownon the invoice.  Delinquent amounts shallbear interest from the date of delinquency until paid at an interest rate equalto the lesser of (i) 1.5% per month (18% per annum); or, (ii) the maximumallowed under applicable law.  The paying party will be responsible forall taxes, fees, and other charges that may be assessed against it in relationto the payment to the other party for Fees incurred hereunder.

7.                                       AUDITS. Each party, and their designated auditors, shall be entitled, at theirsole expense, to reasonable access to all relevant records held by the otherparty as are reasonably necessary to provide support and documentation toverify billings and payments under this Agreement. The party requesting theaudit shall provide not less than thirty (30) days prior notice of its intentto conduct an audit. The party being audited shall supply all assistancecommercially reasonably necessary so that the auditors may complete any suchaudit.  All audits shall comply with theprovisions of this Agreement with respect to confidential information and shallbe conducted in such a manner that does not unnecessarily interfere with theparty’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” shallmean:  (1) information regarding aparty’s financial condition, customers and customer lists, information systems,business operations, plans or strategies, product information, and marketingand distribution plans, methods, and techniques; (2) information that ismarked “confidential,” “proprietary” or in like words, or that is summarized inwriting as confidential prior to or promptly after disclosure to the otherparty;  (3) Nonpublic PersonalInformation; and (4) all terms of this Agreement.

ii.                                                   “Consumer Information” means allinformation about a consumer, including, without limitation, all NonpublicPersonal Information (as defined below), contained in a Lead that has beenprovided to a party pursuant to the Lead Delivery Program described in ExhibitA.  Consumer Information is notConfidential Information of either party.

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

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

 

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

b.              Confidential Information. Each party will hold the other party’s Confidential Information inconfidence and will safeguard it in at least the same manner as a prudentbusiness person would safeguard his or her own proprietary information andtrade secrets, and each party will use the other’s Confidential Informationsolely for purposes of performing under this Agreement.  A party will not be obligated to protect ConfidentialInformation to the extent such information: (a) is publicly known otherthan through a wrongful act or omission of the receiving party; (b) wasavailable to or already known by the recipient on a non-confidential basisprior to its disclosure by the other party; (c) is developed by therecipient independently of any information acquired from the other party;(d) becomes available to the recipient on a non-confidential basis from athird party, provided that the recipient has no reason to know that the thirdparty is or may be bound by a confidentiality agreement with the disclosingparty; or (e) is disclosed pursuant to a court order or the requirement ofany governmental authority (in which case the recipient will promptly notifythe disclosing party of any such order or requirement, and cooperate, at thedisclosing party’s expense, in any effort to obtain a protective order from theissuing court or governmental authority limiting disclosure and use of theinformation).  Each party will, immediatelyupon request or the termination of this Agreement, return or destroy (at thedisclosing party’s request) all Confidential Information and all copies andembodiments thereof.

c.               Consumer Information.

i.                                          Each party will comply with all laws andregulations 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 authorizationnecessary to use such information as contemplated hereby.

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

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

iv.                                               Each party will maintain appropriatephysical, technical and organizational measures to protect all ConsumerInformation against accidental loss or unauthorized access, use, disclosure,alteration, or destruction.  Each partyacknowledges that the level of security that is appropriate will depend on thesensitivity of the information, the risks represented by the processing of theConsumer Information, the harm that is likely to result from a breach ofsecurity, 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 solelyas contemplated hereby in order to process a Consumer’s request for insurancequotes and information pursuant to an RFQ Form, unless otherwise expresslyauthorized by the Consumer, and each party will permanently delete suchConsumer Information from its production database within a reasonable timefollowing receipt of a request by the consumer. Prior to such deletion, each party will correct or update such ConsumerInformation upon notice from the other party or the Consumer.  No later than ninety (90) days after theEffective Date, the parties will implement technology to prevent theirrespective newsletters or other marketing material from being distributed toany 

 

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consumer whose ConsumerInformation has been obtained from the other party pursuant to the LeadDelivery Program.

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

vii.                                            Each party will provide reasonablecooperation to the other party and any governmental authorities with jurisdictionto audit and verify such party’s data security systems and procedures in orderto confirm such party’s compliance with these provisions and any applicableData Laws.

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

e.               Required Disclosures. Either party may disclose Consumer Information or other ConfidentialInformation as required by any applicable law, regulation, rule, court or administrativeorder or similar legal requirements.  Inthe event of any such required disclosure, the disclosing party will, to theextent permissible under applicable law, immediately notify the other inadvance of such disclosure and cooperate in any effort to minimize the extentof such disclosure and maintain the confidentiality of such ConsumerInformation or Confidential Information. If disclosure of such information is required, the party ordered tocomply with such disclosure request shall exercise its best efforts to obtainan order or other reliable assurances that Consumer Information andConfidential Information will be treated confidentially by the proposedrecipient thereof.

f.                 Remedies. Notwithstanding the provisions of Section 11.b.below, each party acknowledges and agrees that due to the unique nature of theother party’s Confidential Information and Consumer Information, there may beno adequate remedy at law for any breach of its obligations under this Section8, and that any such breach or any unauthorized use or release of anyConfidential Information or Consumer Information may result in irreparable harmto the party originally providing such Consumer Information to the otherparty.  Therefore, upon any such breachor any threat thereof, each party shall be entitled to appropriate equitablerelief, including without limitation injunctive relief against any breachhereof, in addition to whatever remedies such party might have at law, and suchparty shall be entitled to be indemnified by the party breaching this Section 8from any loss or harm, including, without limitation, attorney’s fees, inconnection with any breach or enforcement of the breaching party’s obligationshereunder or the unauthorized use or release of any such ConfidentialInformation or Consumer Information.

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

 

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9.                                       MUTUAL OBLIGATIONS

a.               Provision of Leads.  Each partywill provide its Leads to the other party by the means agreed upon by theparties as set forth the Lead Delivery Program in Exhibit A, and will use commerciallyreasonable efforts to provide such Leads immediately upon receipt by such partyof a properly completed online automated insurance quotation request form usedby consumers to request information for the purpose of obtaining comparativeinsurance quotes (“RFQ Form”); provided, however, that neither party shall bedeemed to be in breach of this section 9(a) if a delay in delivering Leads isdue to scheduled system maintenance or minor, non-recurring technicalissues.  Neither party guarantees thatany minimum quantity of Leads will be provided to the other party, and thenumber 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 partyacknowledges and agrees that data provided by the other party hereunder may beresponsive to search parameters provided by other customers of suchparty.  Each party acknowledges that the other party’s other customers maycompete with either party hereto, and may use the Leads to so compete.

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

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

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

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

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

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

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

ii.                                                   the accuracy and appropriateness ofmaterials 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 uponthe rights of any third party (including, without limitation, 

 

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copyrights,trademarks, privacy, or other personal or proprietary rights) and are notlibelous, or defamatory;

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

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

h.              Conditions and Limitations.

i.                                          Nether party to this Agreement sellsinsurance. If a consumer contacts either party, such party will instruct suchConsumer to contact the applicable insurance agent or insurance company, who isthen responsible for all aspects of the sale of insurance and provision ofservices, including premium quotation, application material preparation andprocurement, coverage binding, premium collection, issuance of all policies,bills, endorsements, renewal notices, privacy notices, non-renewal notices, andcancellation notices on all Insurance written as a result of activitieshereunder.

ii.                                                   In the course of each party’s LeadGeneration Activities hereunder, each party is prohibited from knowinglyusing the intellectual property of a third party, including, but notlimited to, trademarks, service marks, trade names, or copyrightprotected materials of any third party, and which intellectualproperty is neither owned nor licensed by either party hereunder. Byway of example and not limitation, neither party may use the trademarks orservice marks of any insurance company in Lead Generation Activities withoutprior written approval of the applicable insurance company or the insurancecompany’s duly authorized agent.

10.                                 LIMITED WARRANTY ANDREMEDIES.  InsWeb and NetQuote warrantthat the services provided to the other party hereunder will conform to theirdescription 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 AREHEREBY EXCLUDED.  INSWEB AND NETQUOTE SPECIFICALLYDISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE.  The terms of this Sectionentitled “Limited Warranty and Remedies” shall survive the termination of thisAgreement.

 

11.                                 LIMITATION OFLIABILITY.

 

OTHER THAN THE INDEMNIFICATIONOBLIGATIONS OR ANY CLAIMS RELATED TO BREACH OF THE CONFIDENTIALITY OBLIGATIONSSET FORTH HEREIN: (i) EITHER PARTY’S MAXIMUM LIABILITY, SHOULD IT BE FOUNDLIABLE TO THE OTHER PARTY FOR BREACH OF CONTRACT OR FOR ANY AND ALL CLAIMS ARISINGOUT OF OR RELATED TO THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER, SHALL NOTEXCEED THE TOTAL AMOUNT PAYABLE BY THAT PARTY FOR SERVICES PROVIDED HEREUNDERDURING THE SIXTY (60) DAYS PRECEDING SUCH CLAIM; AND (ii) IN NO EVENT SHALL APARTY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

 

 

12.                                 INDEMNIFICATION.

 

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

 

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incurred as aresult of (i) any failure by InsWeb to perform its obligations under thisAgreement, (ii) the breach or inaccuracy of a representation or warrantymade by InsWeb under this Agreement, (iii) any failure on its part to complywith applicable law and (iv) the negligence or willful misconduct ofInsWeb in the performance of its obligations under this Agreement, and (v) theinfringement or misappropriation of any patent, copyright, trademark, tradesecret, or other proprietary right of any third party in the performance of itsobligations under this Agreement.  Forpurposes 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 ofits subsidiaries, and their respective officers, directors, employees,successors and permitted assigns, harmless from and against any Losses arisingout of, relating to or incurred as a result of (i) any failure by NetQuoteto perform its obligations under this Agreement, (ii) the breach orinaccuracy of a representation or warranty made by NetQuote under this Agreement,(iii) any failure on its part to comply with applicable law; (iv) thenegligence or willful misconduct of NetQuote in the performance of itsobligations under this Agreement and (v) the infringement or misappropriationof any patent, copyright, trademark, trade secret, or other proprietary rightof any third party in the performance of its obligations under this Agreement.

 

13.                                 TERMINATION OF EXISTINGAGREEMENTS. As of the Effective Date of this Agreement, the parties expresslyterminate the following agreements:

 

a.               InsWeb ServicesAgreement, dated as of September 29, 2006

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

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

d.              InsWeb AdvertisingOpportunity Agreement, dated March 4, 2004

 

14.                                 TERMINATION OF THISAGREEMENT.

 

a.               Termination. Notwithstanding any other provision of this Agreement, either party mayterminate this Agreement upon written notice to the other party in the event ofa material breach hereof by the other party which has not been cured withinthirty (30) days after such party’s receipt of written notice describing suchbreach.  This Agreement willautomatically terminate upon any change in control of either party, unlessotherwise agreed by the other party in writing prior to the completion of suchchange in control.

b.              Effect of Termination.

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

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

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

 

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iv.                                               Sections6, 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 entireunderstanding between the parties relating to the subject matter hereof andsupersedes all prior agreements, proposals or understandings between theparties regarding such subject matter. Further, each party shall comply with all applicable federal, state andlocal laws and regulations in the performance of its obligations under thisAgreement.  The recitals above are trueand correct and are part of this Agreement. This Agreement shall be governed by and construed in accordance with thelaws of the State of Delaware, excluding those relating to conflict of laws.Any lawsuit or action brought by the parties hereto shall be filed andadjudicated in Wilmington, Delaware, and the prevailing party shall be entitledto reasonable attorneys’ fees, expert witness fees and costs of suit, as wellas all such fees associated with enforcing any judgment pursuant hereto.  This Agreement and the rights and obligationsset forth herein may not be assigned, in whole or part, by either party withoutthe prior written consent of the other party. This Agreement may be amended only by a writing executed by dulyauthorized officers of both parties.  Thefailure of either party to enforce any provision hereof shall not be construedas a waiver of such provision.  Allnotices given hereunder shall be in writing and shall be sent by personaldelivery, overnight courier service, or by certified or registered mail, returnreceipt requested, to the address given by the other party on the first page ofthis Agreement, or as the parties may designate in writing from time to timeand shall be deem given when deposited with the U. S. Postal Service or courierservice if mailed, or when delivered if by personal delivery.    This Agreement may be executed by facsimileand in counterparts, eachof which when so executed shall be deemed to be an original and all of whichtaken 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 officersas 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 — ProgramSpecifications**

 

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

 

I.                                         Lead Delivery Program

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

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

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

1.2.2        viaa secure HTTPS transmission.

1.2.3        oneLead per transmission.

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

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

1.3.1        inthe InsWeb-specified XML format.

1.3.2        viaa secure HTTPS transmission

1.3.3        oneLead per transmission

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

1.3.5                        With regard to all automobile and homeowners Leadsprovided to InsWeb by NetQuote, NetQuote will engage in “ping & post”activities with InsWeb, such that NetQuote will provide certain insurance Leaddata to InsWeb for review (including the information described in Section 1.4below).  At the implementation currently scheduled for August 2007,  InsWeb will implement technology such thatthe “ping” will identify whether InsWeb’s potential distribution of the Leadwill 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 forat least **[CONFIDENTIAL TREATMENT REQUESTED]** inBilled Revenue, the Lead will “post” (i.e. be considered accepted Lead data fordistribution via InsWeb’s distribution engine.)  If InsWeb is unable tosell the Lead for at least **[CONFIDENTIAL TREATMENTREQUESTED]** in Billed revenue, it will return the results of the “ping”to NetQuote.

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

 

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distribution of the Leadto the same insurance company, any agent of the Captive Agent company, or thesame 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 tothe terms of the Lead Delivery program described in this Section I of ExhibitA. Conversely, InsWeb will pay NetQuote **[CONFIDENTIAL TREATMENTREQUESTED]**of the “Billed Revenue” derived from Leads it receivedduring the previous calendar month pursuant to the terms of the Lead Deliveryprogram described in this Section I of Exhibit A. Payments by either party aredue within thirty (30) days from the date of invoice. For the purpose of thisAgreement, Billed Revenue shall refer to the amount to be paid by agents,insurance companies or other providers to whom the Lead was distributed aftertaking into account discounts from a list price.  Additionally, BilledRevenue will be reduced by the amount of any credits given for Leads determinedto be duplicates or non bona fide according to criteria established by mutualagreement of the parties from time to time.

 

 

II.                                     Pay Per Click Program

2.1           Subject to the bidding proceduredescribed in paragraph 2.4 below, NetQuote will have the option to bid forplacement of its name, logo, title, description and URL (the “AdvertisingContent”) as a Pay Per Click advertiser on certain pages within the InsWebwebsite.  NetQuote acknowledges that itsplacement on these pages within the InsWeb site shall be on a non-exclusivebasis and that InsWeb shall have the right to provide featured, premier orspecialized placements to other companies. InsWeb reserves the right, in itssole discretion, to modify the InsWeb website, including the consumerinterface, from time to time by providing prior written notice to NetQuote.

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

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

2.4           **[CONFIDENTIAL TREATMENTREQUESTED]**.

2.5           NetQuote will pay InsWeb forClickthroughs identified by InsWeb as being generated from NetQuote’sAdvertising Content.

2.6           InsWeb will track and report dataassociated with each NetQuote advertising placement. This data will beavailable to NetQuote through an online reporting system. InsWeb and NetQuotewill work in good faith to resolve any discrepancies in the reporting ortracking of Clickthroughs.

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

 

                2.8           InsWeb will promptly inform NetQuoteof any  redesign of InsWeb’s lifeinsurance offering and the potential opportunity for NetQuote to participate inthe redesigned offering.

 

10

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EXHIBIT B

LICENSED MARKS

 

NETQUOTELICENSED MARKS:

[INSERT]

 

INSWEBLICENSED MARKS:

[INSERT]

 

11

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**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         |       |                             |       |                             |

 

 

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|    |   |   |                  |   |   |   |   |   |   |   |   |   |   |
|---------|--------|--------|-----------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|    | 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    | )      |   |   |   |

 

 

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