BUSINESS ALLIANCE AGREEMENT
Business Alliance Agreement dated as of March 25, 1998, by and between
Compu-XXXX, Inc., a Delaware corporation, with its executive office at 00 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 ("Compu-XXXX") and Alpine Software
Incorporated, a Virginia corporation, with its executive office at 00 Xxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Alpine").
WHEREAS, Compu-XXXX has developed certain law enforcement management
software (the "Law Enforcement Management Software").
WHEREAS, Alpine has developed certain fire management software (the "Fire
Management Software", and together with the Law Enforcement Management Software
sometimes referred to as the "Combined System").
WHEREAS, Compu-XXXX and Alpine desire to undertake a business alliance to
market and sell the Combined System pursuant to the terms and conditions hereof.
NOW, THEREFORE, for the consideration, the sufficiency of which is hereby
acknowledged, the covenants, conditions and agreements set forth herein, the
parties hereby agree as follows:
1. Marketing.
(a) Subject to the provisions of paragraph 1(b), during the term of this
Agreement, the parties will market a Combined System. Compu-XXXX shall manage
and direct, and be responsible for, marketing and sales during the Exclusive
Period (as defined in Section 3(b) of the term hereof.
(b) If either party desires to sell its product to a potential customer
which has an existing system which competes with the other party's product, and
which existing system was installed at least one year prior to the first party's
contact with such potential customer, the first party will inform the other
party of its intention to market and sell its product to such potential customer
and such other party shall have a reasonable period to object or, with the full
cooperation of the first party, explore a business opportunity with such
potential client.
2. Term.
(a) The term (the "Term") of this Agreement shall be three (3) years. The
relationship between Compu-XXXX and Alpine shall be exclusive, subject to
Section 2(b).
(b) If no sales of the Combined System have occurred in the first year of
the Term, the parties' relationship shall be non-exclusive commencing with the
third year of the Term.
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3. Exclusive Period Covenants.
(a) During the Term, Compu-XXXX shall not develop and/or market its own
Fire Management Software and Alpine shall not develop and/or market its own Law
Enforcement Management Software, except as set forth in Section 1(b).
(b) During the exclusive period of the Term (the "Exclusive Period") Compu-
XXXX and Alpine respectively shall not market and sell its own or a third
party's (other than the other party hereto) Fire Management Software and Law
Enforcement Management Software, respectively.
(c) During the Exclusive Period, each party agrees that it will not enter
into any contract to sell its Law Enforcement Management Software or Fire
Management Software, as the case may be, unless the potential client, if such
client is purchasing both a Law Enforcement Management Software System and Fire
Management Software System, agrees to purchase a Combined System.
4. Installation. Compu-XXXX shall be responsible, and shall have the sole
right, to install the Law Enforcement Management Software and Fire Management
Software for all customers who have purchased a Combined System at all such
customers' locations.
5. Training.
(a) Alpine shall provide training to Compu-DAWN's technical personnel with
respect to the installation, maintenance and operation of the Fire Management
Software.
(b) Compu-XXXX shall organize training programs for the customers and
Alpine shall provide technicians to train the requisite personnel of such
customers with respect to the operation of the Fire Management Software.
6. Customer Service. Compu-XXXX shall be the primary contact for customer
service, and Compu-XXXX will, at its discretion, refer service calls to Alpine
as Compu-XXXX xxxxx necessary. It is acknowledged that Compu-XXXX provides
customer service to its customers 24 hours a day, 7 days a week. However, Alpine
shall be required to have necessary personnel available for customer services
during regular business hours, except in the case of emergencies as designated
by Compu-XXXX.
7. Fire Management Software System Package. Compu-XXXX and Alpine will agree
on a standard Fire Management Software system package consisting of, among other
things, incident, personnel, inventory and training records, in a format that
will be marketable in all state and local markets throughout the United States,
which format will be readily adaptable to meet each customer's procedures and
forms requirements.
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8. Software Integration. Compu-XXXX and Alpine will use commercially
reasonable efforts to integrate their respective software for easy data transfer
and access with respect to the operation the Combined System.
9. Licenses.
(a) Compu-XXXX hereby grants Alpine a license and right to its Law
Enforcement Management Software for the specific purposes set forth in Section 8
above.
(b) Alpine shall grant Compu-XXXX a license and right to (i) market and
sell and maintain the Fire Management Software and provide training and customer
service to customers with respect to the Fire Management Software in the manner
set forth herein and to effectuate the terms and provisions of this Agreement,
and (i) use Alpine's name and red alert logo in its marketing, advertising and
product material and literature.
10. Payment. Compu-XXXX shall pay Alpine a mutually agreed to amount per
customer, based upon the each particular application or situation, in connection
with the sale and maintenance of the Combined System. (Exhibit A illustrates by
example, sample Compu-XXXX/ Alpine Sales / Maintenance Terms (the "Sales and
Maintenance Terms"))
11. Entire Agreement. This Agreement, including the exhibit attached hereto,
which is a part hereof, and the Sales / Maintenance Terms agreed to by the
parties from time to time hereafter with respect to the particular customers,
constitutes the entire agreement of the parties with respect to the subject
matter hereof, and, except as may be specifically provided herein, no change,
modification, amendment, addition or termination of this Agreement or any part
thereof shall be valid unless in writing and signed by or on behalf of the party
to be charged therewith.
12. Notices. Any and all notices or other communications or deliveries required
or permitted to be given or made pursuant to any of the provisions of this
Agreement shall be deemed to have been duly given or made for all purposes when
hand delivered or sent by certified or registered mail, return receipt requested
and postage prepaid, overnight mail, or telecopier and each party's respective
address set forth above. (For telecopier notice, Compu-DAWN's telecopier number
is (000) 000-0000 and Alpine's telecopier number is (000) 000-0000) or at such
other address or telecopier number as any party may specify by notice given to
the other party in accordance with this Section 12.
13. Choice of Law; Severability. This Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New York,
excluding choice of law principles thereof. In the event any clause, section or
part of this Agreement shall be held or declared to be void, illegal or invalid
for any reason, all other clauses, sections or parts of this Agreement which can
be effected without such void, illegal or invalid clause, section or part shall
nevertheless continue in full force and effect.
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14. Successors and Assigns; No Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
assigns; provided, however, that neither party may assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other party, except to a wholly owned subsidiary.
15. Headings and Counterparts. The headings or captions under sections of this
Agreement are for convenience and reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the provisions
of this Agreement. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.
Compu-XXXX, Inc.
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx , Chief Technology Officer
Alpine Software Incorporated
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, President
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