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CLIENT shall make monthly payments to W&H to the
full extent that W&H has raised funds to pay the costs
incurred by W&H in carrying out its obligations under
this Agreement.
For the first two years of this Agreement, up to
50% of net income from * * * [house] file mailings may
be applied to the cost of * * * [prospect] mailings.
After two years and for the remainder of this Agreement,
up to 30% of net income from * * * [house] file mailings
may be applied to the cost of * * * [prospect] mailings.
CLIENT will only utilize * * * [house] file net income
for its projects under the terms and conditions set
forth in this Section.
For purposes hereof, net income received pursuant
to this Agreement by CLIENT shall hereby be defined as
all contributions received, less all expenses incurred,
pursuant to the terms hereof, including supplier
invoices, postage, W&H charges and all other items
described in this Agreement.
The Contract provides that it “is automatically renewable for
Five (5) Years if either Party does not in writing specify the
canceling of this Agreement at least Three (3) Months prior to the
expiration of this Agreement.” Apparently this provision was
intended to give each party to the Contract a veto over the
Contract’s automatic renewal. However the Contract does not
include a provision permitting termination for cause.
B. The Escrow Agreement
On June 19, 1984, petitioner, W&H, and Washington
Intelligence Bureau (hereinafter sometimes referred to as WIB)
entered into an escrow agreement (hereinafter sometime referred to
as the Escrow Agreement), whereby WIB would provide escrow
services in connection with the Contract. The Escrow Agreement,
which W&H provided to petitioner and WIB, is essentially the same
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