BY AGREEING TO THIS PARTNERSHIP SERVICES AGREEMENT (the “Agreement”), made and entered by and between you (the “Partner”) and Academy Mortgage Corporation, a Utah company (“Academy”), you agree to partner with Academy in order to provide discounted mortgage services to your employees and affiliates. This Agreement will be effective and binding on the date it is executed by you.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound hereby, Academy and Partner hereto agree as follows:
- ACADEMY MORTGAGE OFFERING: On and after the Execution Date, Academy agrees to offer Partner employees Academy’s employee price & rate on all mortgage products and services. It is anticipated that this will result in savings in both lender and third-party costs as well as a competitive interest rate at the time of locking the loan. Academy will also provide the following: administrative access to our reporting dashboard; a hosted employee website and mobile application to learn about and apply for an employee mortgage; fully managed events and employee communication as described in sections 4 & 5; automatic verification of employment and income via The Work Number; direct collaboration with Partner’s relocation company of choice; and both administrative & loan-level support as described in section 2 below.
- ACADEMY MORTGAGE SERVICE LEVEL AGREEMENT: Academy agrees to use all reasonable efforts to support Partner and its employees under the following service levels:
- Academy will contact the Partner’s employee within one business hour of receiving a mortgage-related inquiry. Once the employee has submitted a loan application, Partner will be able to view ongoing real-time status updates via the provided loan dashboard.
- All employee mortgage applicants will be assigned and interact with a qualified and licensed loan origination team who has been certified to meet these service levels.
- Any calls, emails, or texts from employees will be returned on the same business day as received prior to 5 p.m. Any calls received after 5 p.m. will be returned by 10 a.m. the following business day, in the employee’s local time zone. Academy will designate a single point of contact for Partner to escalate more urgent loan-level issues after hours and on weekends.
- Within one hour of learning of any concern that arises during the loan process, Academy will provide a status update to the Partner’s employee and administrator, as well as any applicable third party service providers.
- Automated milestone updates will be sent to the employee as the loan reaches each phase of the loan process. In addition, a comprehensive loan status report will be delivered to the Partner administrator every week via email.
- PARTNER OFFERING: On and after the Execution Date, Partner agrees to make all reasonable efforts to allow, approve, and assist its employees and Academy in the execution and adoption of this offering. This includes, but is not limited to, responding promptly to correspondence and any request for approval or assistance from Academy. If applicable, Partner also agrees to fulfill any commitment to provide financial contribution or assistance to their employees engaged in qualified mortgage transactions with Academy, in accordance with any policy and terms communicated to their employees.
- COMMUNICATION/MARKETING: All employee-facing communication and material will be prepared for and sent to Partner for written approval in advance of the distribution date. Partner agrees to respond, approve, and/or distribute this communication within a reasonable timeframe. Academy will cover all reasonable expenses related to communicating or marketing to Partner’s employees about this employer-assisted mortgage benefit program.
According to a mutually agreed upon calendar, Academy will plan and run a reasonable number of events at or near each of the Partner’s locations providing educational, entertaining, and informative experiences for Partner’s employees related to personal finance and homeownership. All event details will be approved by Partner and all reasonable expenses will be funded by Academy. These expenses include, but are not limited to, food, event materials, giveaways, prizes, and all Academy travel and personnel expenses.
- COSTS: Both parties agree to cover the costs associated in their respective offerings in sections 1-3 and/or the executed Employer Policy of Partner. In addition, the costs of the communication, marketing, and events will be paid as outlined in sections 4 and 5 of this agreement.
- TERM: There is no fixed term of this agreement. Each party agrees to give the other party at least thirty (30) days notice of termination.
- CONFIDENTIALITY: In connection with these discussions, each party may disclose or has disclosed, certain Proprietary Information (as hereinafter defined) which it desires to be used only for the limited purpose for which it was disclosed. The parties will agree before the making of any public statements or reports regarding the affinity partnership created by this Agreement. The party receiving Proprietary Information is referred to herein as “Recipient” and the party disclosing Proprietary Information is referred to herein as “Discloser.”
- Proprietary Information. For purposes of this Agreement, “Proprietary Information” of a party shall mean:all and any information about the Discloser and or its subsidiaries and affiliates, or any present or potential business venture concerning the Discloser and/or its subsidiaries and affiliates that the Discloser holds confidential and has not voluntarily disclosed to the general public, including without limitation all patents, patent rights, copyrights, trade secrets, database rights, borrower information, know-how, prototypes, programs, processes, methods, concepts and procedures, techniques, designs, plans, schematics, reports, compilations, computations, calculations, memoranda, technical and similar data and information, projected assets, business strategies, pricing and sales volume information, manuals, marketing and promotional information, the identities and terms and conditions of agreements between the Discloser and its consultants, customers and suppliers, and all current or projected financial information, analyses, and presentations related thereto, whether communicated verbally or through printed, typewritten, handwritten, recorded or electronic media of any kind, regarding the Discloser that the Discloser holds confidential.
- Protection. Recipient agrees to (i) receive Proprietary Information disclosed hereunder in confidence, (ii) implement appropriate measures to maintain the confidentiality, security, and integrity of such Proprietary Information and not disclose such Proprietary Information to third parties (except for Recipient’s partners, affiliates, representatives, agents and contractors who have a need to know, are under a duty of non-disclosure with respect to such information, are under a duty to implement appropriate measures to maintain the confidentiality, security and integrity of such information, and are acting for the sole benefit of Recipient), which efforts shall accord such Proprietary Information at least the same level of protection against unauthorized use and disclosure that Recipient customarily accords to its own information of a similar naturebut no less than a commercially reasonable degree of protection, (iii) use or permit the use of such Proprietary Information solely in accordance with the terms of this Agreement for the discussion and/or evaluation of the Business Transactions, and (iv) promptly notify Discloser in writing of any actual or suspected loss or unauthorized use, disclosure or access of Discloser’s Proprietary Information of which it becomes aware, and take all steps reasonably requested by Discloser to limit, stop or otherwise prevent such loss or unauthorized use, disclosure or access.
- Exclusions. The restrictions on use and disclosure set forth above shall not apply when and to the extent that the Proprietary Information: (i) is or becomes generally available to the public or widely known in the mortgage industry through no fault of Recipient (or anyone acting on its behalf), (ii) was previously rightfully known to Recipient free of any obligation to keep it confidential, (iii) is subsequently disclosed to Recipient by a third party who may rightfully transfer and disclose such information without restriction and free of any obligation to keep it confidential, (iv) is independently developed by Recipient without reference or access to Discloser’s Proprietary Information, or (v) is required to be disclosed by Recipient by applicable law, provided that Recipient uses all reasonable efforts to provide Discloser with at least ten (10) days’ prior notice of such disclosure and Recipient discloses only that portion of the Proprietary Information that is legally required to be furnished pursuant to the opinion of legal counsel of Recipient.
- Rights. All Proprietary Information shall be deemed to be the property of Discloser or the appropriate third-party owner, as the case may be. Except as Recipient reasonably requires accomplishing the purposes provided herein, Recipient shall not reproduce such Proprietary Information, in whole or in part, without written authorization of Discloser. Within a reasonable time following the termination of this Agreement or within five (5) business days of Discloser’s earlier request, Recipient shall cease use of all Proprietary Information received hereunder and shall return it to Discloser or, at Recipient’s option, destroy all tangible or retrievable materials embodying such Proprietary Information. If Recipient elects to destroy rather than return Proprietary Information, Recipient will provide Discloser, at Discloser’s request, with an affidavit affirming that such Proprietary Information has been permanently and completely destroyed. However, machine-readable archival copies of Proprietary Information need only be destroyed in due course and Recipient’s auditors or legal counsel may retain one (1) copy of Proprietary Information for the sole purpose of establishing what Proprietary Information has been received. Except as expressly provided herein, Discloser grants no license under any copyright, patent, trademark, trade secret or other intellectual property right by disclosure of Proprietary Information.
- Legends. Each party agrees that it shall abide by and reproduce and include any restrictive legend or proprietary rights notice that appears in or on any Proprietary Information of the other party (or any third-party owner) that it is authorized to reproduce. Each party also agrees that it shall not remove, alter, cover or distort any trademark, trade name, copyright or other proprietary rights notices, legends, symbols or labels appearing on or in any Proprietary Information of the other party (or any third-party owner).
- Records. Recipient shall at all times maintain appropriate measures to protect the security and integrity of any Discloser’s records Recipient obtains or accesses pursuant to this Agreement, including, but not limited to, measures designed to protect against the unauthorized use, access, destruction, loss, or alteration of such records. Recipient shall also ensure that all of its partners, affiliates, representatives, agents and contractors who obtain or access Discloser’s records maintain appropriate measures to protect security and integrity of these records.
- No Warranties. DISCLOSER PROVIDES INFORMATION SOLELY ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND or duty to update or correct. Each party understands that portions of Proprietary Information may relate to products or services that are under development or planned for development by Discloser or a third party. Discloser does not warrant or represent that it will or will not introduce any product or service to which Proprietary Information disclosed herein is related.
- Injunctive Relief. The parties each acknowledge and agree that the unauthorized use or disclosure of the Discloser’s Proprietary Information would cause Discloser to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the Discloser will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Proprietary Information, in addition to any and all other rights and remedies it may have at law or otherwise.
- NON-SOLICITATION: For the term of this Agreement and one (1) year thereafter, the parties each agree not to initiate, solicit or conduct any direct contact regarding employment with any executives, management or staff of the other party, without the authorization of the other party; provided, however, that nothing in this paragraph shall be deemed to prohibit (i) any general solicitation for employment not specifically directed at persons who are employed by the other party, or (ii) employment of a person who initiates contact on his or her own initiative.
- NO ASSIGNMENT: Neither this Agreement nor any rights or obligations hereunder shall be assignable, delegable or otherwise transferable in whole or in part by either party.
- GOVERNING LAW; SEVERABILITY: This Agreement shall be governed by the laws of the state of Utah, exclusive of its conflict of laws principles. If any provision of this Agreement is held to be void or unenforceable, in whole or in part, the other provisions of this Agreement shall continue to be valid and the parties shall replace the void or unenforceable provision with one that is valid and enforceable and most nearly approximates their original intentions.
- NOTICES: All notices, requests, demands, and other communications (other than routine operational communications) required or permitted hereunder shall be in writing and shall be deemed to have been received by a party ( i) when actually received in the case of hand delivery against a signed receipt, (ii) two (2) business days after being given to a reputable overnight courier, or (iii) upon receipt, when mailed by first class mail, postage prepaid, and addressed to such party at its address set forth herein (or to such other address as such party may designate in writing).
- INDEPENDENT COMPANIES: Academy and Partner are independent companies, and nothing in this Agreement will create any other relationship between the Parties including, but not limited to, any partnership, joint venture, franchise, sales representative, or employment relationship, or the relationship between principle and agent.
- ENTIRE AGREEMENT: This Agreement expresses the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments and understandings. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original and all of which together shall constitute one and the same instrument. Facsimile signatures are deemed to be equivalent to original signatures for purposes of this Agreement. No modification, amendment or waiver of any term or condition of this Agreement shall be binding upon a party unless it is in writing and is executed by the duly authorized representative of the party against whom such modification, amendment or waiver is sought to be enforced.