Services Administration Agreement between Intersections Inc. and Discover Bank

Summary

This agreement, effective March 11, 2002, is between Intersections Inc. and Discover Bank. Intersections will provide consumer credit fraud prevention products and related administrative services to Discover Bank customers. The agreement outlines the products and services to be offered, compensation terms, and procedures for termination by either party with six months' notice. It also covers the use of trademarks and the handling of confidential information. Both parties have specific obligations if the agreement is terminated, including the return of confidential materials and continued payment for services rendered before termination.

EX-10.4 7 w92166exv10w4.txt DISCOVER BANK AGREEMENT EXHIBIT 10.4 AGREEMENT FOR SERVICES ADMINISTRATION BETWEEN INTERSECTIONS INC. AND DISCOVER BANK THIS AGREEMENT is made and entered into as of the 11th day of March 2002 (the "Effective Date"), by and between Intersections Inc. ("Intersections"), a Delaware corporation with its principal place of business located at 14930 Bogle Drive, Chantilly, VA 20151, and Discover Bank, a Delaware corporation, with an office located at 2500 Lake Cook Road, Riverwoods, IL 60015 ("DB"). WHEREAS, Intersections is in the business of providing consumer credit fraud prevention, detection, monitoring and notification products and certain administrative services related thereto; WHEREAS, DB is a credit card issuer; WHEREAS, DB desires to offer certain products and services to selected persons who have a credit card issued by DB ("Cardmembers") or other consumers (collectively "Customers"); WHEREAS, DB wishes to have Intersections provide its consumer credit products and related administrative services to Customers who have enrolled for that product as designated by DB ("Members"); and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows: 1. The Product, and Exhibits. A. Each product and service to be offered by DB to consumers under this Agreement (each, a "Product") will be described in an exhibit to this Agreement executed by DB and Intersections either as of, or subsequent to, the Effective Date. B. Each exhibit which states that it is made an exhibit to this Agreement, and is executed by the parties (each, an "Exhibit"), is deemed incorporated into this Agreement by reference. Notwithstanding any requirement of execution in the foregoing, the parties agree that (i) they have agreed upon, and incorporated into this Agreement, Exhibits A, B and C attached to this Agreement, (ii) Exhibits A and C apply only to the Product and Services described in Exhibit A, and (iii) Exhibit B applies generally to this Agreement and all Products and Services provided under it. C. Except as further set forth in an exhibit to this Agreement, DB in its sole discretion will determine the pricing of the Product to Customers. Any change or addition to a Product must be agreed by the parties in writing and in accordance with the applicable provisions of the applicable exhibit to this Agreement. For purposes of marketing and distribution only, each Product will be deemed a Product of DB, except as required by applicable laws or regulations, Intersections' agreements with the applicable credit reporting agencies, or as provided in an applicable exhibit. 2 Services. The services ("Services") to be provided by Intersections in connection with the Products will be set forth in the applicable exhibits to this Agreement. The parties agree that, with respect to the Product described in Section 1 of Exhibit A to this Agreement, the applicable Services are set forth in Sections 2, 4 and 5 of Exhibit A. Any change to the Services must be agreed to in a I further writing agreed by the parties and in accordance with the applicable exhibit Such further writing is deemed incorporated into this Agreement. 3. Compensation. DB agrees to pay compensation to Intersections for the administration and servicing of the Product in the amount and manner described in the applicable exhibit. The parties agree that, with respect to the Product and Services set forth in Exhibit A to this Agreement, the compensation to be paid to Intersections is set forth in Section 3 of that Exhibit A. 4. Term and Termination. A. Termination. The term of this Agreement commences upon the Effective Date, and may be terminated as follows: i. Either party may terminate this Agreement in its sole discretion at any time upon at least six (6) months prior written notice to the other party. ii. At any time, either party may terminate this Agreement effective immediately upon notice to the other party, if the other party: (a) becomes subject to any voluntary or involuntary bankruptcy proceeding, or similar state proceeding for the benefit of the party's creditors, if the proceeding is not dismissed within 60 days of filing, (b) discontinues its business, or becomes insolvent or unable to pay its obligations as they become due; or (c) breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receipt of notice of breach or such longer period of time as agreed to by the parties. B. Effect of Termination of Agreement. Upon and after termination of this Agreement, the parties' rights and obligations under the Agreement terminate, except as follows or as otherwise set forth in the Exhibits, a further writing between the parties, or as follows: i. The parties' respective obligations with respect to DB Confidential Information, NPI, and Intersections Confidential Information (each as defined in Exhibit B to this Agreement) remain in effect. Each party shall destroy or return to the other, and cease all use of, the other's Confidential Information. Further, Intersections, will provide to DB any NPI in Intersections' possession, except for credit bureau or other NPI that Intersections is prohibited from so providing under applicable law or regulation, or Intersections' agreement with an applicable credit reporting agency. ii. At DB's request, Intersections will assign the applicable toll-free "800" number(s) and designated post office boxes for the Products to DB and thereafter DB will be responsible for the expense of maintaining such items; iii. If the termination of this Agreement is without cause, each party will bear the costs and expenses of terminating the relationship; iv. Each party will provide the other party with written notice within five (5) days of any lawsuits, claims or regulatory investigation of any type involving a Product; and v. DB will comply with its payment obligations incurred prior to termination or expiration. C. Product and Services Termination. Except as otherwise set forth in an applicable Exhibit, or further written agreement of the parties, either party in its sole discretion may terminate the rights and obligations of parties with respect to a Product and related Services in their entirety under the applicable Exhibits, upon at least six (6) months prior written notice to the other party. II Such termination applies only to the rights and obligations of the parties with respect to the Products and Services under those Exhibits. In the event of such termination, each party shall comply with Section B above solely as it applies to the terminated Products and Services. 5. Service Marks and Other Intellectual Property. A. Service Marks i. Subject to the terms and conditions of this Agreement, during the term of this Agreement: (A) DB grants Intersections a nonexclusive, nontransferable, royalty-free license to use DB's trademarks, service marks, logo, name, or other proprietary designations (collectively, "Service Marks") identified in Exhibit C to this Agreement or a further written authorization by DB ("DB Marks"); and Intersections grants DB a nonexclusive, nontransferable, royalty-free license to use (B) Intersections' Service Marks identified in Exhibit C to this Agreement or a further written authorization by Intersections ("Intersections Marks"). The licensee may modify or withdraw authorization for its Service Mark, by reasonable prior written notice, and the licensor will cease use of or modify its use accordingly. ii. No right, property, license, permission or interest of any kind in or to the use of any DB Mark owned or used by DB is or is intended to be given or transferred to or acquired by Intersections by the execution, performance or non-performance of this Agreement or any part thereof. No right, property, license, permission or interest of any kind in or to the use of any Intersections Mark owned or used by Intersections is or is intended to be given or transferred to or acquired by DB by the execution, performance or non-performance of this Agreement or any part thereof. B. Other Intellectual Property i. For purposes of this Agreement, the following definitions apply: a. "Intellectual Property" means any legally protectable patent, copyright or trade secret right. b. "Materials" means any advertising, promotional or fulfillment materials, whether in written or digital form, used under this Agreement in connection with the Product, including, but not limited to, fulfillment kits, brochures, newsletters, inserts, telemarketing scripts, customer correspondence and form letters. ii. Intersections is and will remain the owner of any and all right, title and interest in Intellectual Property in the Product, and any improvement or derivative work of that Intellectual Property. DB, on its behalf and on behalf of its employees, contractors and agents, assigns to Intersections at the time of creation any Intellectual Property right obtained by DB or its employees, contractors or agents in the Product arising from activities under this Agreement. Upon Intersections' request and at Intersections' reasonable expense, DB will execute and cause its employees, contractors and agents to execute any writings necessary to effect that assignment or for Intersections to prosecute those Intellectual Property rights. The foregoing does not apply to any Intellectual Property developed or obtained by DB prior to or independent of this Agreement. III iii. Subject to the terms and conditions of this Agreement, each party grants the other a nonexclusive, nontransferable, nonsublicensable, royalty free license during the term of this Agreement, in the licensing party's Intellectual Property, as otherwise described in this Agreement, to use, copy, create derivative works of, and distribute that Intellectual Property, solely to the extent necessary and for the sole purpose of performing under and in accordance with this Agreement. iv. Each party grants the other a nonexclusive, sublicensable, fully transferable, perpetual license to any copyright that licensing party has, or may during the term of this Agreement acquire, in the Materials. Further, to the extent the parties are or become joint owners of the copyright in Materials, each party waives against the other any right to receive an accounting or withhold consent or permission with respect to that copyright. Notwithstanding anything to the contrary in the foregoing, DB acknowledges and agrees that any portion of the Materials in which a consumer's credit information is displayed or presented is not subject to the license or joint ownership under this Section 5.B.iv, and is and shall remain solely Intersections' Intellectual Property under Section 5.B.ii above. 6. Review of Promotional Materials. All Materials must be approved by both parties, such approval or disapproval not to be unreasonably withheld. Each party will notify the other in writing of its approval of a submitted item within ten (10) business days of receipt. Specific reasons must be given for disapproval. In the event the reviewing party has not notified the submitting party of its approval or disapproval within the ten (10) day period, the submitting party will notify the reviewing party in writing of that fact. Upon receipt of such notice, the reviewing party will have until the end of the next business day to either approve or disapprove the item. If the submitting party resubmits an item for review incorporating changes requested by the reviewing party, the reviewing party will notify the submitting party of its approval or disapproval within ten (10) business days of receipt of the resubmission. Failure to disapprove within a time frame set forth above does not constitute approval. 7. Use of Name. Intersections will not use as a trademark, or for any promotional or endorsement purposes, and will keep its employees, agents and subcontractors, if any, from making such use of the name of DB or its parent, subsidiaries or affiliates or any logo, copyright, servicemark or trademark owned or licensed by DB or its parent, subsidiaries or affiliates that is not authorized by DB by the terms of this Agreement, other than disclosure required by any governmental laws or regulations, without DB's prior written consent. This limitation includes but is not limited to, client lists, press releases, promotional brochures or annual reports. 8. Exclusivity. Intersections agrees that it is providing Services to DB on a non-exclusive basis and as such, DB reserves the right to collaborate with other providers of services similar to those provided by Intersections. DB acknowledges and agrees that Intersections provides products and services that may be the same as or similar to the Products and Services, and nothing under this Agreement limits Intersections' right to provide such products and services. 9. Confidentiality. The parties agree to the terms of the Non-Disclosure and Confidentiality Agreement attached hereto as Exhibit B. Further, Intersections agrees that it will reveal Confidential Information of the other party only to those of its employees who are engaged in providing the Product and Services hereunder. At no time will any Confidential Information be left unattended in an unlocked area. All work in progress containing Confidential Information shall be kept in a secured area at Intersections' facility with access limited to those employees designated to work on the Product, except during the time of the initial processing of materials containing Confidential Information in the mail receiving area. Any time an employee working with Confidential Information leaves the work area during the workday, he or she will IV place the Confidential Information under lock and key. All work in progress containing Confidential Information shall be placed in a high security locked area each night. All completed work containing Confidential Information shall be stored in a high security locked area. Intersections also warrants and represents that it will not compile, organize, access, create lists of or otherwise use such Confidential Information other than as authorized hereunder and that it will not contact any Customer or Member to market, sell or otherwise promote the use or purchase of any other goods or services of Intersections or any third party without prior written consent. Each party agrees that it shall comply with the provisions of any privacy laws and regulations requiring confidential treatment of personal information under such laws and regulations, including, without limitation, the Gramm-Leach-Bliley Act, and any other federal and state privacy laws. In addition, each party will maintain appropriate measures to safeguard all Customer and Member information. Such measures will, at a minimum, be designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as issued and interpreted by the Federal Deposit Insurance Corporation (as C.F.R. 308 and 364). 10. Notice. Any notice, request, demand, or other communication required or permitted hereunder will be in writing, by overnight courier, addressed to the party to be notified. All communications will be deemed given when received. The respective addresses for the parties for the purpose of such communications are: If to DB: Discover Bank 2500 Lake Cook Road Riverwoods, Illinois 60015 Attn: Vice President and Controller With a copy to: Discover Bank at the same address Attn: Senior Vice President Discover Enterprises If to Intersections: Intersections Inc. 14930 Bogle Drive Chantilly, VA 20151 Attn: Chief Operating Officer With a copy to: General Counsel at the same address Either party may change its mailing address by written notice to the other party in accordance with this section. 11. Independent Contractors. Except as specifically provided herein, Intersections will perform all Services hereunder as an independent contractor, and nothing contained herein will be deemed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between the parties hereto, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. Intersections will be solely responsible for compensating its employees and subcontractors, if any, which perform or provide work or work products hereunder. 12. Indemnification. A. DB Indemnification. DB will indemnify and hold harmless Intersections and its officers, directors, affiliates, employees, agents and representatives, against any and all liabilities, judgments, damages, claims, demands, costs, expenses (including reasonable attorneys' fees) or losses ("Claims"), arising in connection with the Product or Services to be provided hereunder, from V DB's negligence, willful misconduct, breach of warranty or failure to perform in accordance with the terms of this Agreement. B. Intersections Indemnification. Intersections will indemnify and hold harmless DB and its officers, directors, affiliates, employees, agents and representatives, against any and all Claims arising in connection with the Product and Services to be provided hereunder from Company's negligence, willful misconduct, breach of warranty, inaccuracy in the credit data supplied to a consumer as part of the Product, if such inaccuracy was caused solely by Intersections, or failure to perform in accordance with the terms of this Agreement. C. Notice and Rights under Indemnification. The party seeking indemnification must (i) notify the party from whom indemnification is sought of the Claim; (ii) not have engaged in negligent or willful misconduct in connection with the Claim; (iii) provide the party from whom indemnification is sought with all information reasonably accessible to it for such party to defend the Claim; and (iv) cooperate with the party from whom indemnification is sought in regard to its defense or settlement of the Claim. The party seeking such indemnification shall have the right, at its own expense, to participate in the defense of the Claim for which it is indemnified and which has been assumed by this obligation or indemnity hereunder; however, it shall have no right to control the defense, consent to judgment, or agree to settle any such Claim without the prior written consent of the party from whom such indemnification is sought. 13. Fraud Prevention. Intersections agrees to take all actions necessary to prevent fraud in connection with the Product and Services provided hereunder including, but not limited to, misuse of enrollment, authorization or credit bureau information, or Customer or Member information, by its employees or agents. Intersections agrees to be held strictly liable for any fraud committed or facilitated by its employees or agents. Intersections will promptly inform the other of any evidence of fraud by Customer or Members it may become aware of and cooperate with DB in resolving such matters. 14. Representations and Warranties. A. Agreement. Each party represents and warrants that it is free as of the effective date of this Agreement of any contractual obligation or legal disability that would prevent it from entering into and performing under the terms of this Agreement. B. Intersections Representations and Warranties. Intersections represents and warrants as follows: i. The Product and Services as provided by Intersections will comply with all statutory requirements and applicable rules, regulations and guidelines issued by any federal or state agency having jurisdiction over the Product or Services. ii. The Product and Services as provided by Intersections, the Intersections Marks as licensed by Intersections under this Agreement, and any other invention, work of authorship or information provided by Intersections, will not infringe or violate any third party right in the United States in Intellectual Property or any trademark, service mark, trade name or trade dress. iii. Intersections shall perform the Services and provide the Product hereunder in a professional manner with that standard of care, skill accuracy and diligence which is customary in the performance of services and the provision of products similar to those provided in this Agreement. VI iv. Intersections shall be responsible for legal compliance for matters relevant to the Services and Products so that the Services and Products, as provided by Intersections, are in compliance with all federal, state and local laws, rules and regulations, including, but not limited to (i) the review of all Marketing and Fulfillment Materials (as those materials are defined in the Exhibits) and any other communications with Customers or Members; and (ii) the manner in which the enrollment authorization is obtained and maintained. Notwithstanding anything to the contrary in this Agreement, Intersections may make any change to the Products or Services necessary to comply with an applicable law, rule or regulation. If Intersections makes any change to the Services as required by any credit bureau, law or regulation, and the change has a material effect on the Services as delivered by Intersections, then Intersections will provide DB prior notice of such change as soon as is reasonably possible, and, if the change must be communicated to Members, Intersections agrees that it will communicate such changes to Members at Intersections' sole expense. Further, Intersections is not responsible for any act or omission by DB or any third party not acting as the agent of Intersections, provided Intersections did not direct DB or the third party to engage in such act of omission. C. DB Representations and Warranties. DB represents and warrants as follows: i. No action taken by DB with respect to the Product or Service will violate any statutory requirements or applicable rules, regulations or guidelines issued by any federal or state agency having jurisdiction over the Product or Services. ii. The DB Marks as licensed by DB under this Agreement, and any other invention, work of authorship or information provided or licensed by DB, will not infringe or violate any third party right in the United States in Intellectual Property or any trademark, service mark, trade name or trade dress. iii. DB shall market the Product and perform under this Agreement in a professional manner with that standard of care, skill accuracy and diligence which is customary in the marketing of products similar to those provided under this Agreement. D. Exclusions. Neither party is liable for breach of any representation or warranty arising from the other party's breach of its representation or warranty or other obligation under this Agreement, or combination of any invention, work of authorship, information or Service Mark with any invention, work of authorship, information or Service Mark not provided by that party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, ARE MADE BY EITHER PARTY, AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT OR NONINTERFERENCE. E. Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA OR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR LIABILITY ARISING OUT OF UNAUTHORIZED USE OF CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY. VII 15. Accounting and Audit. Each party will keep accurate and complete books and records relating to the services provided for the Products sold under this Agreement. Subject to the confidentiality requirements set forth above, each party (or such auditors as either party may select) shall have the right to examine the books and records of the other party as they specifically relate to the business transacted under this Agreement. Either party may conduct an audit during the term of this Agreement and for a period of seven (7) years following its termination, upon reasonable prior written notice to the other party; provided that no party shall be subject to such an audit more than once during a twelve (12) month period. Each such audit shall be conducted in the presence of a duly authorized representative of the party being audited at a time mutually agreeable to both parties. No documents, machine-readable data or other information in any format shall be copied or reproduced by the auditing party (or its selected auditors) without (i) first being reviewed by the audited party's authorized representatives), and (ii) obtaining the audited party's written consent for any such copying or reproduction. The party conducting the audit shall bear all out-of-pocket costs and expenses relating or attributable to each such audit. The results of any audit requested by either party shall be made available to the audited party free of charge within ten (10) days after such results are made known to the auditing party. 16. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid, such invalidity will not affect any other provision which can be given effect without the invalid provision or application, and to this end the provisions hereof will be severable. 17. Waiver. No delay or omission by DB or Intersections in exercising any right, remedy or power hereunder will operate as a waiver of such right, remedy or power or of any other right, remedy or power. No waiver of any right, remedy or power on one occasion by DB will be construed as a waiver of, or a bar to, the exercise of such right, remedy or power on any other occasion. All such rights, remedies and powers of DB, not only hereunder but also under any other agreement of DB with Intersections, are cumulative, and not alternative or exclusive, and may be exercised by DB at such time or times and in such order of preference as DB may deem advisable. 18. Insurance. Intersections will maintain adequate insurance from a qualified and licensed insurer in good financial standing throughout the term of this Agreement, as specified in the Exhibits. Intersections will name DB as an additional insured with respect to Personal Injury Liability, Commercial General Liability and Umbrella Liability policies. The insurance shall be primary over any other insurance covering DB and shall remain in effect continuously for the term of this Agreement and for such longer period as is necessary to support Intersections' indemnity obligations under this Agreement. Also upon written request, Intersections shall promptly provide certificate(s) from its insurers indicating the amount of insurance coverage, the nature of such coverage and the expiration date of each applicable policy. The certificate(s) will state that companies affording coverage will provide DB with at least thirty (30) days' written notice of any cancellation or non-renewal of any coverage. The certificate will be in a form, which DB can verify provides continuing insurance coverage through the term of this Agreement. The insurance shall be primary over any other insurance covering Intersections and shall remain in effect continuously for the term of this Agreement and for such longer period. Intersections further agrees that it shall require any subcontractors it engages hereunder to maintain the insurance coverages described in the Exhibits, subject to the requirements listed above. 19. Force Majeure. If for any reason, such as strikes, boycotts, war, acts of God, labor troubles, riots, delays of commercial carriers, restraints of public authority, or for any other reason, similar or dissimilar, beyond its control, either party is unable to perform its respective obligations in connection with this Agreement, such non-performance will not be considered a breach of this Agreement. Upon the occurrence of such event, the party so affected, upon giving prompt written notice to the other VIII party, shall be excused from such performance to the extent of such prevention, interference or restriction, provided that the party so affected shall take all reasonable steps to avoid or remove such causes of nonperformance and shall continue performance hereunder with dispatch whenever such causes are removed. 20. Improper Payments. Both parties agree that, in connection with the performance of its obligations under this Agreement, it will not make any payments to, or confer or offer to confer any benefits upon, any employee, agent or fiduciary of DB or of any third party, including, without limitation, any government, agency or instrumentality thereof, with the intent to influence the conduct of such employee, agency or fiduciary in relation to the business or affairs of DB or of another party in connection with this Agreement. 21. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 22. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, except that DB may assign the Agreement to its parent, any subsidiary or affiliate of DB, or any successor in interest of DB, without the consent of Intersections. Prior to retaining subcontractors to provide fulfillment, enrollment, authorization or records collection or maintenance for the Product or Services, Intersections will obtain the DB's prior written consent authorizing the use of any such subcontractors. Each party will remain fully liable for its performance under this Agreement and actions of its subcontractors. 23. Change in Ownership. A. DB shall have the right to terminate this Agreement with sixty (60) days written notice to Intersections in the event of a Change in Control of Intersections. A "Change in Control" of Intersections means: i. A change in control of Intersections means the consummation of any transaction after which Loeb Holding Corporation or controlled affiliates thereof do not own or have control, either directly or through one or more controlled subsidiaries, of voting 51% of the combined voting power of outstanding voting securities. ii. The consummation of the sale, transfer or other disposition of all or substantially all of the assets of Intersections, unless such sale, transfer or other disposition is to the parent or a subsidiary of Intersections and all of Intersections' rights and obligations under this Agreement are assigned to that party in accordance with this Agreement. 24. Entire Agreement: Amendment. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Any prior or contemporaneous agreements, representations, statements, negotiations or undertakings dealing with these Product and Services or the subject matter of this Agreement are superseded hereby. This Agreement may be amended or modified only by a writing signed by both parties to this Agreement. 25. Headings. The paragraph headings used in this Agreement are for the convenience of the parties only and will not define or limit the substance of any paragraph. Reference herein, unless otherwise specified, to a paragraph, subparagraph, clause or subclause is a reference to such paragraph, subparagraph, clause or subclause of this Agreement. 26. Survival. Paragraphs 4.B, 5.A.ii, 5.B (excluding Paragraph 5.B.iii.), 7, 9, 12, 14.E., and 21 will survive the termination or expiration of this Agreement. The explicit survival provisions contained in IX the Agreement and its exhibits and Addends, if any are not exclusive; the provisions of this Agreement and its exhibits and Addenda that by their sense and context are meant to survive expiration or termination of the Agreement shall so survive. IN WITNESS WHEREOF, the parties, by their undersigned representatives, hereby execute this Agreement. INTERSECTIONS, INC. DISCOVER BANK. By: ____________________________________ By: _____________________________ Printed name: Michael R. Stanfield Printed name: Margaret J. Bellock Title: Chairman & CEO Title: Loan Officer Date: __________________________________ Date: ___________________________ X