EXHIBIT 10.14
CONTRACT
This contract between LiveWorld Productions (LWPP) and NFOR Research (NFOR)
creates a long term strategic alliance to combine NFOR's market research
expertise with LiveWorld's on-line community/chat services capabilities to
provide high-speed qualitative market research to clients throughout the US and
eventually, the world.
In summary, NFOR will manage all aspects of marketing and sales, client contact,
research methodology, sample acquisition, panel management, report preparation,
and financial control. LWPP will provide the technical infrastructure, provide
and manage the software required to facilitate the online focus groups, and
manage the actual conduct of the chat/focus groups. Both firms will work
together to manage the moderation of the focus groups.
Specific details include the following:
* Pricing:
=> The two companies have to agree on pricing of these joint
products.
=> NFOR will sell text chat based focus groups for $[*] for the
first two sessions and $[*] for the third through "n" sessions.
We expect most studies to require two or more groups.
=> Price includes: Simple, high incidence screener, basic moderation,
and top line report.
=> Price does not include incentives to participants.
=> Participant incentives will range from $[*] to $[*] per session
(some samples such as doctors could be higher) and will be billed
as out of pocket expenses directly to the client.
=> NFOR will charge more for moderators with content expertise (such
as medical, automotive, electronics, high tech, software,.....).
=> NFOR will levy additional charges for acquiring low incidence
participants:
* $[*] for participant incidence from [*]% to [*]% of the
NFOR panel
* $[*] for incidence levels [*]% or below.
* Quota samples will have comparable surcharges.
=> NFOR will charge additional fees for production (if production is
ordered) for focus groups that include graphic screens, audio, 3D
and/or video implementation. Actual pricing is TBD and will
require agreement by both NFOR and LiveWorld.
* Certain information on this page has been omitted
and filed separately with the Commission. Confidential
treatment has been requested with respect to omitted
portions.
=> The two companies through mutual agreement may jointly develop
additional market research products and both parties will agree
the pricing for these.
* LiveWorld's Commitment On Technology and Operations
=> LWP will provide its current chat technology and its upgrades for
use by the two companies in the jointly offered market research
product line
=> LWP will make reasonable commercial efforts to advance its chat
technologies to increase the number of NFOR panelists who can
participate in NFOR's chat research. LiveWorld will make
reasonable commercial efforts to develop a means to deploy
LiveWorld technology with panelists using AOL browsers.
=> LWP will continue to make reasonable commercial efforts adapt to
new relevant technology, such as Microsoft Normandy or other
software or transport protocol changes.
=> LWP will work with NFOR to make reasonable commercial efforts to
deploy or develop push technologies to automate the user upgrade
process.
=> LWP will maintain sufficient server capacity to meet NFOR's
research needs for the joint products.
=> LWP will provide the operational staff required to manage the
conduct of the joint products including scheduling, server
capacity management, graphic/video/audio object management, and
moderator coordination.
* NFOR's Commitment on Sales, Marketing, NFOR Panel and Implementation. NFOR
will:
=> Make reasonable best efforts to sell, market and implement these
services
=> Provide panel database functionality, panel database, screening
and recruiting of subjects, and technical support to panel before
and during focus groups.
=> Provide invoicing, revenue collection, payments to appropriate
parties.
=> Provide, in general, its market research expertise.
=> Make reasonable commercial efforts to expand its panel services to
build ▇▇▇▇▇▇▇▇ ▇▇▇▇ audience to enable offering the joint
products to research subjects in Europe and Asia.
=> Make reasonable commercial efforts to expand the percentage of the
NFOR panelists that can participate in on-line interactive focus
groups.
=> Will introduce appropriate NFOR clients to LiveWorld for the
purpose of LiveWorld soliciting their business for other
LiveWorld Products.
=> Will promote LiveWorld as the partner for these groups providing
quality community services.
* Moderation of Focus Groups/Chats
=> In some cases, LWP will provide content moderation; in others,
NFOR will take responsibility for moderating the groups; in still
others, NFOR will provide content specialists and LWP will
provide audience and/or technical moderation.
=> In certain instances, moderators with special expertise (such as
medical expertise from M/K or financial services from PSI, or
high tech within Interactive) will be the most appropriate
individuals to conduct the focus groups. In these instances a
technical moderator from LiveWorld will be required for audience
and/or technical support during the session and training for the
industry specialist prior to the session.
=> LWP will work with NFOR to create a moderator pool comprised of
individuals with varying levels of capabilities that range from
technical facilitators to content specialists who are experienced
in focus group moderation. LWP will focus on providing
facilitation and simple moderation skills; NFOR, on content and
focus group expertise.
=> LWP commits to training NFOR and LWP moderators on use of LWP
technologies.
=> Both companies recognize the importance of effective focus group
moderation and commit to work together to ensure that client
expectations are met.
* Deliverables
=> The content expert for each project will be responsible for the
delivery of a top line summary report to the client. In most
cases, NFO will be responsible for report preparation.
=> The content of the report will usually be as follows:
* Objectives and methods (1 page bulleted text)
* Major findings: bulleted findings supported by verbatim
(2-3 pages bulleted text)
* Transcription of sessions.
* Demographics of attendees (no names).
=> Deliverable due within two working days of completion of the
groups.
* Financial Understanding
=> LWP recognizes that market research is NFOR's primary business;
NFOR recognizes that leveraging the value of its community chat
model across numerous applications is LWP's primary business.
=> NFOR will recognize all the revenue associated with the research
services of the alliance.
=> For LWP's contributions to the conduct of a specific project, NFOR
will pay to LWP [*]% of a project's revenues (see pricing above)
less certain costs incurred by both parties; these include
standard technical moderation charges, standard and special
content moderation, compensation to participants, and low
incidence screener charges. The following are charges for
standard items (see spread sheet for examples of how this
arrangement will work.):
* $[*]/group for costs associated with technical
moderation to LWP
* $[*]/group for costs associated with basic content
moderation to whichever party provides the content
moderation
=> There is no specific license fee for NFOR's use of LWP's software.
* Billing
=> NFOR will manage all billing directly to the client, including
clients referred to NFOR by LWP.
=> In those cases, when a LiveWorld client wants the joint products
billed by LiveWorld as part of a LiveWorld package, NFOR will
consider LiveWorld to be the client and will ▇▇▇▇ accordingly.
=> NFOR will compensate LWP directly within a 30 days time of NFOR's
collection of revenues from the client and NFOR will make
reasonable commercial efforts to invoice and collect such revenue
within 30 days of a project's completion.
* Partnering Commitments
=> The LiveWorld Talk City website will maintain a prominent link to
NFOR's panel recruitment site with a banner or icon, which is
labeled appropriately to invite Talk City visitors to join the
NFOR Panel.
=> In the NFOR Interactive website, NFOR will maintain a prominent
link to LWP's Talk City site inviting visitors to visit Talk
City.
=> LWP will work with NFOR to build a template for all NFOR focus
groups. The template will identify both NFOR and Talk City.
=> NFOR Research will perform periodic market research for LWP. The
charge for this research will be at NFOR's recovery rate; charges
will offset fees owed by NFOR to LWP. The amount of research
performed by NFOR for LWP and as measured by the recovery costs
associated with its execution, will be limited to the amount owed
by NFOR to LWP unless otherwise expressly agreed to in writing by
NFOR and LWP.
=> NFOR will use the Talk City Logo in its Interactive Sales
Presentations, and will represent to our customers that we have
selected LiveWorld and Talk City
* Certain information on this page has been
omitted and filed separately with the commission.
Confidential treat-ment has been requested with
respect to the omitted portions.
due to the quality community services, the firm's technology, its
technology capabilities and the firms experienced staff.
=> Both companies will promote the joint market research products to
their respective customers and to the marketplace and in general
recommend that its customers (advertiser, research buyers etc.
(not panel members or audience members) consider the other
products of the partner company and make introductions as
appropriate.
=> Both companies understand that the other's employees and
contractors are critical factors and assets to the respective
company's business and market differentiation. Each will endeavor
not to hire each other's people during the term of this contract
and for one year after its expiration.
Exclusivity
=> NFOR and LiveWorld agree to work with the other exclusively for a
period of 36 months as follows:
=> LiveWorld will not jointly market, sell and implement community
(including chat, discussion board or other community dialogue
type applications) based on-line market research with any other
company, including but not limited to market research companies
such as NPD, Market Facts, M/A/R/C/. Intelliquest, IDC, Computer
Intelligence, and Dataquest. This does not restrict LiveWorld
from researching its own community, or providing statistics or
other information derived from LiveWorld's services to others
including but not limited to partners or customers. Further,
LiveWorld is not restricted from providing syndicated survey
research based on surveys of its audience or the audiences of
partners and customers.
=> NFOR will not jointly market, sell and implement community
(including chat, discussion board or other community dialogue
type applications) based on-line market research with any other
company, including but not limited to on-line companies such as
AOL, MSN, CompuServe, Prodigy, Yahoo, Village, This does not
restrict NFOR from recruiting panelists via the Internet, or
conducting on-line survey research for other chat oriented
companies.
=> Should either party propose a new (beyond scope of this agreement)
market research service to the other, but the second party is not
be interested in pursuing it, then the first party can pursue it
on its own.
Term and Severance
=> The term of this agreement shall be 36 months from the date of
signing this agreement and renewable
=> Either party may cancel this contract with six months written
notice.
=> During such a six month period, both parties will be responsible
to implement the services described in this contract with the
other.
Signed:
/s/ Signature Illegible /s/ Signature Illegible
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
NFO Research, Inc. LiveWorld Productions
Date: May/13/1997 Date: May/13/1997
