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Exhibit 10.31
AGREEMENT
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THIS AGREEMENT, made the 24th day of June 1998, by and between Towne
Services, Inc. ("Towne Services") a corporation in the state of Georgia, with
its address at 3295 River Exchange Drive, Suite 350, Norcross, Georgia 30092
and Wallace & de Mayo, P.C. ("W&D"), a professional corporation of the State of
Georgia, with its principal office at 6356 Corley Road, Norcross, Georgia,
30071.
WHEREAS, Towne Services wishes to place with W&D Accounts that it has
received from its Customers, and
WHEREAS, Customers of Towne Services have requested W&D to represent the
Customers by entering into the Agreement attached hereto and marked Exhibit A,
and
WHEREAS, W&D has agreed to take such Accounts and to service them either
directly and/or through the National Attorney Network ("NAN").
NOW, THEREFORE, in consideration of ten dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
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1.1 ACCOUNT(S) - Account(s) means a claim against a debtor which resulted
from the extension of credit from a credit grantor, or their assignor or
seller.
1.2 ACCOUNT DEBTOR - An individual or business that has an Account with a
Customer.
1.3 CUSTOMER(S) - A Customer(s) is a credit grantor that is on Towne
Services' system and wishes to use W&D for its legal collection work.
1.4 FIRM - A Firm is a law firm which has one or more members licensed to
practice law in the state where their principal office is located. A Firm
can be a professional corporation, partnership or other entity allowed to
practice law, and shall include all attorneys in the firm licensed to
practice law whether designated partner, associate, of counsel, or any
other designation, and shall further include all personnel and employees of
the law firm.
1.5 GROSS PROCEEDS - Gross Proceeds means the aggregate Proceeds collected
by W&D or a Firm on Accounts placed to W&D or to the Firm through the
Network.
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1.6 NET PROCEEDS - Net Proceeds means Gross Proceeds less court costs
recovered from an Account Debtor. Expenses such as postage, copying and other
expenses shall not be passed on to the Customer by W&D or Firms without written
approval of the Customer.
1.7 NETWORK - Network is the network of Firms linked together by NAN.
1.8 NETWORK CHARGE - The Network Charge is a charge by NAN to its Firms.
1.9 PROCEEDS - Proceeds means items of payment, including without
limitation, cash or its equivalent paid by or for an Account Debtor.
1.10 RECEIVING FIRM - Receiving Firm is a Firm which receives Accounts
through the Network.
ARTICLE II
DUTIES OF W&D
The following shall be the duties of W&D:
2.1 W&D shall undertake to collect those Accounts for Customers of Towne
Services which are placed with it by Towne Services' system. In the event the
Account cannot be collected by W&D, it shall either close and return the Account
to Towne Services or send the Account to a Firm on the Network system. W&D will
report to the Customers through the Towne Services system. All communications
shall remain confidential as between W&D and the Customers.
2.2 All Proceeds received by W&D on behalf of Towne Services' Customers
shall be held by W&D in trust and shall be segregated from W&D's operating
accounts. Said Proceeds, less the percentage owed to W&D and to Towne Services,
will be forwarded to Customers on a monthly basis. W&D shall also forward to
Towne Services its charges to its Customers for processing their accounts.
ARTICLE III
RELATIONSHIP
3.1 The Relationship between W&D and Towne Services shall be that of
independent contractor. Under no circumstances is the relationship among the
aforementioned parties or NAN to be construed as that of principal/agent,
master/servant, employer/employee, joint venturer, partner, or any other similar
relationship.
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ARTICLE IV
CONFIDENTIALITY
W&D understands and agrees that all Accounts, records, documents and
account information provided to it are proprietary and highly confidential
information. W&D agrees not to directly disclose to, publish, cause to be
disclosed or published, or use such information for the benefit of any third
party or itself. The Customers that use W&D to collect their debts shall be
considered clients of W&D and the attorney-client privilege shall be in effect.
ARTICLE V
ACCOUNTS
At no time will W&D have any claim or right to any Account. The Accounts
belong to the Customers who can recall any Account at any time.
ARTICLE VI
MISCELLANEOUS
6.1 WAIVER. The failure of either party to enforce any rights granted
hereunder or to take action against the other party in the event of any breach
hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
6.2 AUTHORITY. The undersigned Firm is organized as a legal
corporation or law partnership, and the undersigned Firm has the corporate
power or partnership power to execute, deliver and carry out this Agreement and
its Board of Directors or Partners have duly authorized and approved the terms
and conditions of this Agreement, and this Agreement constitutes the valid and
binding obligations of the undersigned, enforceable in accordance with their
terms.
6.3 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between W&D and Towne Services as to Accounts placed on the Network by Towne
Services after the date hereof. No representations, promises or conditions that
are not incorporated herein shall be binding upon either party. This Agreement
supersedes all prior understandings, agreements or arrangements between the
undersigned parties.
6.4 MODIFICATIONS. No modifications or amendment to this Agreement shall
be binding unless made in writing and signed by each party.
6.5 NOTICES. Any notices required under this Agreement required or
permitted under this Agreement shall be sufficiently given if sent by registered
or certified mail, postage prepaid, addressed as follows:
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If to Towne Services: Henry M. Baroco
3295 River Exchange Drive
Suite 350
Norcross, Georgia 30092
If to W&D to: 6356 Corley Road
Norcross, GA 30071
Attention: Douglas W. Wallace, Esq.
With a copy to: Richard T. de Mayo, Esq.
6356 Corley Road
Norcross, GA 30071
or such other address as shall be furnished in writing by any of the parties and
any such notice or communication shall be deemed to have been given as of the
date so mailed.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
WALLACE & de MAYO, P.C.
By: /s/
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Title: President
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TOWNE SERVICES, INC.
By: /s/ Henry M. Baroco
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Title: President
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