EXHIBIT 10.10
AGREEMENT WITH ANC RENTAL CORPORATION REGARDING ALAMO CAR RENTAL
INTERNET AFFILIATE PROGRAM AGREEMENT
ANC Rental Corporation ("ANC"), a Delaware Corporation having its principal
place of business at 200 South Andrews Avenue, Ft. Lauderdale, Florida 33301,
and Invicta Group Inc A corporation having its principal place of business at
9553 Harding Avenue, Miami Beach, FL 33154 ("Organization"), agree that:
1. Rates.
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Organization's members ("Members") may rent cars from ANC subsidiaries Alamo
Rent-A-Car, L.L.C., ("Alamo") and National Car Rental System, Inc., ("National")
at the rates provided through the online offers provided to Organization (the
"Rates"). These offers will direct all Members through Organization's website
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to the Alamo or National website to reserve the special offer. Organization
will receive the allowance rebate (s) listed in Exhibit "A" (the "Allowance
Rebate").
The Rates will be available to Members at all of Alamo's and National's
participating U.S. and International locations by giving Organization's
identification number at the time of reservation. The identification number
will be pre-filled via the link from the Organization's website to the Alamo or
National website booking engine.
2. Term.
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This Agreement will begin when it has been executed by both parties and
terminate at midnight on December 31, 2003, unless either party cancels it prior
to that time by giving the other party 30 days prior written notice.
3. Reservations.
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Based on availability, Alamo and National guarantee the Rates for any day, at
any location, upon twenty-four (24) hour advance reservation.
4. Rate Restrictions.
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Seasonal surcharges may apply in addition to the Rates offered to the
Members.
Availability may be limited. If a reserved vehicle category is not available at
the time of rental, Alamo or National will provide a vehicle in a similar or
higher vehicle category at no additional charge.
The Rates do not include taxes, governmentally authorized or imposed surcharges,
airport or airport facility fees, license and concession recoupment fees, or
optional charges such as refueling service charges, Personal Accident/Personal
Effects Coverage, Supplemental Liability Insurance, Carefree Personal
Protection, Extended Protection, or any other optional items or services. The
renter is responsible for paying for these items in addition to the Rate.
All renters are subject to Alamo's and National's standard driver qualification
procedures.
All offers cannot be combined with any other Alamo or National discount program.
Photocopy reproductions of any coupon will not be accepted.
5. Advertising.
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Any Advertising of the program contemplated by this Agreement must be agreed to
in writing by both parties before publication.
6. Trademarks.
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Organization understands that ANC, or its subsidiaries, is the owner of the
trademarks "Alamo" and "National" and other marks and symbols which identify
Alamo and National to the public. Throughout the term of this Agreement, ANC
allows Organization a limited license to use the trademark "Alamo" and
"National" and other symbols identified with Alamo's and National's advertising
material in any advertising of this program, subject to ANC's prior approval in
each instance. Organization's limited license will expire at the expiration or
termination of this Agreement. Organization agrees that its use of Alamo's and
National's trademarks or other symbols gives Organization no ownership rights to
such marks or symbols and only grants such other, limited, rights as are
expressly set forth in this Agreement
7. Indemnification.
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Each party will indemnify the other party and its affiliates and parent
companies, and the officers, directors, employees, and agents of each of them,
from and against the full amount of all claims, suits, fines, complaints, or
penalties (and any costs, expenses, and fees, including without limitation
attorney's fees incurred in connection therewith) caused by the negligent or
intentional misconduct of its employees or agents under this Agreement.
8. Confidential Information.
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a. ANC and Organization (as such "Receiving Party") understand that they
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will each have access to the Confidential Information (defined below) of the
other party (as such, "Disclosing Party"). Such Confidential Information
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includes, but is not limited to: Disclosing Party's (i) marketing philosophy,
objectives, strategies, and information; (ii) competitive advantages and
disadvantages; (iii) cost, pricing, and other financial data, information,
objectives, and strategies; (iv) information concerning customers, vendors,
franchisees, and other business partners; (v) marketing positions and
objectives; (vi) business methods; (vii) data processing and management
information systems, programs, and practices; (viii) application, operating
system, communication and other software; (ix) source and object code, technical
data, flowcharts, and algorithms; and (x) trade secrets and any other
information that derives independent economic value from not being generally
known to, and not being readily ascertainable through proper means by, the
public ("Confidential Information"). In addition, the terms of this Agreement
shall be considered Confidential Information. Insofar as Confidential
Information may be disclosed orally, visually, or electronically, failure to
mark any of the Confidential Information as "Confidential" or "Proprietary" or
with words of similar import shall not affect its stature as Confidential
Information.
b. The obligations contained herein shall not apply to any information of
the nature described above that Receiving Party can document: (i) is, or
becomes, through no improper action or inaction by Receiving Party, generally
available to the public; or (ii) was in its possession, known by it, or
independently developed by it, prior to receipt from Disclosing Party; or (iii)
was rightfully disclosed to it by a third party without restriction.
c. In consideration of the receipt of the Confidential Information,
Receiving Party agrees that it shall; (i) protect and preserve the confidential
and proprietary nature of all Confidential Information; (ii) not disclose, give,
sell, or otherwise transfer or make available any Confidential Information to
any third party for any purpose; (iii) not use the Confidential Information,
except in connection with performance under this Agreement; (iv) with respect to
its employees and agents, limit the dissemination of the Confidential
Information to those who need to know and who are bound by a similar obligation
of confidentiality; (v) return all physical embodiments of such Confidential
Information to the Disclosing Party promptly upon the sooner of Disclosing
Party's request therefor or termination of this Agreement.
d. Receiving Party understands that nothing herein requires the disclosure
of any particular Confidential Information to Receiving Party. Receiving Party
further understands and agrees that no warranty is made as to the completeness
or accuracy of the Confidential Information.
e. Receiving Party acknowledges and agrees that due to the unique nature of
Disclosing Party's Confidential Information, there can be no adequate remedy at
law for any breach of Receiving Party's obligations hereunder and that any such
breach may allow Receiving Party or third parties to unfairly compete with
Disclosing Party resulting in irreparable harm to Disclosing Party. Therefore,
upon any such breach or any threat thereof, Disclosing Party shall be entitled
to seek, from any court of competent jurisdiction, appropriate equitable relief
including, but not limited to, an immediate injunction enjoining any actual or
threatened breach of Receiving Party's obligations with regard to Confidential
Information, in addition to whatever remedies it might have at law, and to be
indemnified by Receiving Party from any resulting loss or harm, including,
without limitation, attorneys' fees in connection therewith.
9. Assignment.
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Neither party may assign any of its rights under this Agreement without the
prior written agreement of the other party hereto.
10. Attorneys Fees.
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If a controversy arises under this Agreement, the prevailing party will be
reimbursed its reasonable costs and attorney's fees from the non-prevailing
party.
11. Governing Law.
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The interpretation and construction of this Agreement will be governed by the
laws of Florida, except those regarding conflicts of laws, and the exclusive
venue for legal challenges hereunder will be the courts of Broward County,
Florida.
12. Entire Agreement.
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This Agreement constitutes the final, entire, and exclusive agreement among the
parties with respect to its subject matter, and there are no prior
representations, understandings, or agreements relative hereto such that are not
expressed herein.
13. Notices. All consents, notices, requests, demands, objections, and
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other communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and shall be deemed given when
delivered personally upon receipt, on the next business day when sent by
overnight courier, and on the fifth business day after being mailed by certified
mail, return receipt requested, to each party at the following address (or to
such other address as that party may have specified by notice given to the other
pursuant to this provision):
If to Organization:
If to ANC:
ANC Rental Corporation
200 South Andrews Avenue
Ft. Lauderdale, Florida 33301
Attention: Vice President Strategic Marketing
14. Severability.
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Whenever possible, each provision of this Agreement shall be interpreted so as
to be valid under applicable law, but if any provision of this Agreement is held
to be invalid, such provision shall be deemed restated to reflect the original
intentions of the parties as nearly as possible in accordance with applicable
law, and, if capable of substantial performance, the remaining provisions of
this Agreement shall be enforced as if this Agreement were entered into without
the invalid provision.
15. Relationship of Parties.
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Each party to this Agreement is acting only as an independent contractor and not
as a partner, employee, agent, or joint venture of the other.
16. Modification and Enforcement.
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This Agreement may be modified only in a writing signed by each party. No delay
or omission by either party to exercise any right or power under this Agreement
may impair such right or power or be construed to be a waiver thereof. A waiver
by either party of any of the obligations to be performed by the other or any
breach thereof may not be construed to be a waiver of any succeeding breach
thereof or of any other obligation.
ANC RENTAL CORPORATION INVICTA GROUP INC.
By: /s/ Kellie L. Smythe By: /s/ David Scott
Name: Kellie L. Smythe Name: David Scott
Title: VP. Channel Marketing Title: President
Date: 9/18/02 Date: 9/19/02
Website: DONTPAYFULLFARE.COM
EXHIBIT "A" TO INTERNET AFFILIATE PROGRAM AGREEMENT
ALLOWANCE REBATE
a. ANC shall prepare and send Organization, on or about every thirty (30)
days after the end of each month of this Agreement, a monthly management report
for all rental activity during the preceding month of this Agreement.
b. ANC agrees to pay Organization a monthly rebate based on Members' net
time and mileage volume (i.e., the basic rental rates excluding all taxes,
surcharges, governmentally imposed fees, and all incremental items included in
the rate or sold at the rental counter) generated from completed rentals made by
members who booked his or her reservation for such rental on the Alamo or
National website after being transferred to such website via a link from
Organizations website according to the following volume structure listed below.
MONTHLY NET TIME & MILEAGE VOLUME REBATE ALLOWANCE
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no minimum 5%
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