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GREENFIELD ONLINE, INC (GREENFIELD ONLINE)
AND
FLACKETTS XXXXXXX AND ASSOCIATES (FSA)
AGREEMENT
This Agreement is effective as of 11th June 1999 by and between Greenfield
Online having a place of business at
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000; and
FSA, having a place of business at:
0 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx Xxxx
Xxxxxx X0 0XX
NOW THEREFORE in consideration of the mutual covenants and conditions set forth
herein, it is agreed as follows:
1. Definitions
Unless the context requires otherwise definitions are as used herein
2. FSA/GFO Service
Both parties agree to establish a business alliance consisting of a
'Jointly Branded and Owned FSA/Greenfield Online Internet Based Moms
and Babies Research Panel Based Research Service (FSA/GFO Service)' to
provide the services and carry out the activities set out in clause
7(a) below.
3. Operations
a) Greenfield Online and FSA will jointly be responsible for day to day
operations of the FSA/GFO Service.
b) The list of matters requiring the prior written consent of both parties
are set out in SCHEDULE 1. If any party contravenes the restrictions of
SCHEDULE 1 or the terms of the budget document developed in accordance
with paragraph 9 (b), they will be in material breach of this
Agreement.
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c) There will be a monthly meeting or telephone conference call. This
meeting will be a forum for discussing the development of the business
and raising any issues which need the comments of both parties. At
least three days prior to this meeting the following information will
be supplied.
(i) The size of the panel, together with numbers of additions or
dropouts
(ii) Details of sales contacts/enquiries
(iii) Confirmed sales/cancellations value/turnover/company contribution
(iv) Management accounts (profit and loss, balance sheet and cash
flow sheets)
(v) Quarterly budget reviews for current financial year and
succeeding two financial years (April, July, October, January)
4. Confidential Information
Confidential Information means any proprietary information, technical data,
panel information and databases, trade secrets or know how, including, but not
limited to, research, product plans, products, services, customers, customer
lists, markets, marketing, finances or other business or financial information
disclosed by either party either directly or indirectly in writing or orally to
the other in connection with this Agreement. Confidential Information shall also
include any information that should be reasonably understood by the receiving
party to be confidential.
5. Confidentiality
The confidentiality obligations set out in the signed Confidential Non -
disclosure Agreement between Greenfield Online, Inc and Flackett, Xxxxxxx and
Associates Ltd, dated 9th March 1998 and attached hereto are hereby incorporated
into this Agreement.
6. Non Competition
During the term of this Agreement and for two years after its termination, the
parties agree that they will not (i) use any of the other party's confidential
information to (a) directly aid a competitor of the disclosing party or (b)
develop an Internet based "Moms and Babies" research product or (ii) solicit the
employees of the other party for employment.
7. Agreement
a) Greenfield Online and FSA hereby enter into an exclusive business
alliance that will enable the FSA/GFO Service to develop and market a
US "Mom and Baby panel, separate and distinct from the Greenfield
Online database/panel at large" (Baby defined as up to 36 months of
age) Internet research product/service for the sales of that
information to new and existing clients of Greenfield Online and FSA.
The
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exclusivity of this Agreement applies only to Internet based baby
products research for the US "Mom and Baby" market. Use of the word
'Internet' in this agreement includes the Internet, World Wide Web
(WWW) and other related online activities associated with doing
business online.
b) FSA and Greenfield Online each agree to present to the other any
additional concepts they develop or plan to develop concerning
online/interactive research products or tools specifically targeted at
the "Moms and Babies" US market, in a good faith effort to enter into a
business alliance for the development and exploitation of such
concepts. Should the part to whom such concept(s) is presented in
accordance with this subparagraph decline to enter into negotiations or
should the parties be unable to come to terms, the initiating party
shall be free to develop such concept without restriction.
c) Greenfield Online and FSA each agree to present to the other any plans
they develop to expand online/interactive research products or tools
specifically targeted at the "Moms and Babies" market outside the US
market, in a good faith effort to enter into a business alliance for
the development and exploitation of such markets. Should the party to
whom such concept(s) is presented in accordance with this subparagraph
decline to enter into negotiations or should the parties be unable to
come to terms, the initiating party shall be free to develop such
concept without restriction.
d) Greenfield Online recruits and maintains a database for online
marketing research purposes, and solely owns the complete database. The
"database" is defined as the people/households and related information
such as name, address demographic profile, etc, in the Greenfield
Online database and includes the moms and babies panel(s) under
development.
e) The FSA/GFO Service owns the Research. The 'Research' is defined as
survey design, questionnaire(s), code frames, analysis package(s),
reports and data associated with this Agreement.
f) This Agreement shall be interpreted under the laws of the State of
Connecticut. Any dispute shall be settled by arbitration in the State
of Connecticut.
g) This agreement cannot be amended except by written agreement of both
parties.
8. Responsibility of Parties
Greenfield Online will on behalf of the FSA/GFO Service undertake the following:
- Recruit and manage the panel or panels of respondents and Research carried
out by the FSA/GFO Service - specific growth target objectives to be
mutually agreed upon by FSA and Greenfield Online
- Market and sell the Research
- Implement and deliver the Research to third parties
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- Manage client relations and projects for subscribers to the FSA/GFO Service
- Provide marketing management services to the FSA/GFO Service to help create
sales, collateral and marketing programmes for the "Mom and Baby"
syndicated panel and related product/services.
FSA will, on behalf of the FSA/GFO Service, undertake the following:
- Provide the analytical expertise for the Research to help Greenfield Online
provide the final report, including advising and/or executing weighting and
editing procedures
- Provide the Media Data on the Baby Magazines to facilitate the re-weighting
process
- Assist in the marketing and sales of the Research
- Assist on the development of any additional internet/online/interactive or
electronic based surveys or other products for the "Mom and Baby" market
within the US.
- FSA will need to be able to communicate with Greenfield Online via email
and have access to the WWW for survey and communication purposes.
Greenfield Online and FSA will on behalf of the FSA/GFO Service:
- Develop the suite of deliverables for the "Mom and Baby" syndicated service
- Sell the Research
- Identify the other as a partner in all press releases and media interviews
relating to this FSA/GFO Service in a mutually agreed manner
9. Costs & Revenues
a) Prior to the start of the ongoing service, which is defined as the
point at which FSA and Greenfield Online agree to begin ongoing
expenditure, each party will bear it's own costs and expenses.
b) Both parties will only charge previously agreed costs to the FSA/GFO
Service and undertake to ensure such costs are reasonable and
competitive. Complete details of costs that are to be allocated to
FSA/GFO Service will be listed in a cost budget to be jointly produced
and agreed by FSA and Greenfield Online and will be appended to this
Agreement at a later date.
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c) Financial Statements of the FSA/GFO Service (P&L, balance sheet and
cash flow) will be prepared on a monthly basis within fifteen days of
each month end.
d) Each party will be entitled to 50% of the distributable profits
generated by the FSA/GFO Service under this Agreement and, based on the
cash flow/profit position, a monthly distribution as agreed by both
parties will be made to both parties.
e) Income generated for/by the FSA/GFO Service will be banked in an
account to be set up in the name of the FSA/GFO Service. Such account
shall be controlled by both parties and limits of signatories will be
mutually agreed. The bank account will be in the US.
10. Quality
Both parties agree to work within the code of conduct required by their
respective countries' market research code of conduct. In the event of default,
the defaulting party undertakes to remedy the default and if unable to do so
within 60 days, then the non-defaulting party may terminate this Agreement by
giving ten days written notice, and the research shall pass to the
non-defaulting party.
11. Term of Contract and Termination
a) Term
The minimum term of this Agreement shall be two years beginning upon
the date of execution of this Agreement. Thereafter it will continue
until cancelled by either party. This Agreement may be cancelled by
either party by giving six months written notice to the other, such
notice not to be given prior to eighteen months after the date hereof.
b) Effect of Termination
Upon termination, all rights and duties of the parties shall cease
except:
i) Any amounts owing to or from the FSA/GFO Service by either
party will be settled within 30 days from the date of
termination and the restrictive covenants in clause 6 and the
confidentiality obligations in clause 5 shall continue
ii) On termination of this Agreement for whatever reason, both
parties shall work together to endeavour to ensure that the
termination is carried out in professional manner.
iii) On termination of this Agreement in accordance with clause 11
(a) above, the party receiving notice of termination shall be
entitled to all the intellectual property rights in the
Research and be entitled to continue the service without the
other party.
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c) Default
If either party commits an event of default (as defined below), the
other party shall be entitled to terminate this Agreement on ten days
written notice. Upon such termination, all intellectual property rights
in the Research shall belong to the non-defaulting party. An event of
default shall be defined as:
i) A material breach of this Agreement which is incapable of
remedy or which, if such breach is capable of remedy, such
breach has not been remedied within thirty days of notice of
breach having been given to the defaulting party,
ii) Any insolvency event occurs
iii) A party commits a criminal offence
12. Notices
All notices required or permitted under this Agreement shall be in writing
reference this Agreement and be deemed given (a) when delivered personally to an
authorised representative of the receiving party; (b) when delivered by e-mail
where the sending party requests confirmation of receipt of email; one day after
deposit with a commercial overnight carrier for overnight delivery, with written
verification of receipt.
All communications will be sent to the following addresses:
Xxxx Xxxxxx
President and CEO
Greenfield Online, Inc
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 000000
Tel: 000-000-0000
e-mail: xxxxxxx@xxxxxxxxxxxxxxxxx.xxx
Xxx Xxxxxxx
Managing Director
FSA International,
0 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx Xxxx
Xxxxxx X0 0XX
Tel: (0171) 792 260
Xxxx Xxxxxxx
NOP Research Group Ltd
Xxxxxxx Xxxxx
000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX0 0XX
Tel: (0000) 000 0000
e-mail: x.xxxxxxx@xxx.xx.xx
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13. Attorney Fees
Subject to court orders to the contrary, each party will pay it's own attorney's
fees and costs of the suit in relation to this Agreement.
14.
This Agreement is personal to the parties, and neither party may assign or
transfer, without the prior written consent of the other, any of its rights or
obligations hereunder.
IN WITNESS HEREOF, the parties have executed this Agreement as of the date set
forth under their names.
Greenfield Online, Inc
BY: /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Date:6/30/99
/s/ Leigh-Brindeland Xxxx
-----------------------------------------
Name: Leigh-Brindeland Xxxx
Date: 7/12/99
Flackett, Xxxxxxx and Associates Ltd
BY: /s/
-----------------------------------------
Name:
Date: June 11th 1999
/s/
-----------------------------------------
Name:
Date: 11th June 1999
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SCHEDULE 1
Attachment to the Greenfield Online/FSA Contract dated 11th June 1999
Neither party may, without the written consent of the other party:
1. Alter the Brand name of the FSA/GFO Service
2. Enter into any ongoing relationships with third parties in respect of
the FSA/GFO Service that involve the payment to, or receipt of monies.
3. Commit the FSA/GFO Service to any expenditure that is in excess of
$5,000 of the Budget that has been agreed by both parties.
4. Withdraw monies from the FSA/GFO Service joint account without
authorisation of the other party.
5. Assign, licence, transfer, dispose of or create any security interest
over, or otherwise deal with any of the company's intellectual property
[except in the ordinary course of business].
6. Apply for registration of any intellectual property.
