AGREEMENT
This agreement ("Agreement" is dated May 13, 1999 ("Effective Date")
and is by and between Xxxxxxxxx Research, Inc. ("Forrester") and Greenfield
Online, Inc. ("Greenfield").
1. Recitals. Forrester and Xxxxxxxxxx seek to form a strategic
partnership.
A. As the preferred provider of online consumer research services
to Forrester, Greenfield will be presented with the
requirements for each online research project that Forrester
plans to outsource to a vendor. Provided Greenfield can
demonstrate that its capabilities, pricing and material terms
meet Xxxxxxxxx'x needs and can be performed for competitive
market prices, Forrester will contract with Greenfield for the
services.
X. Xxxxxxxxxx shall not form a strategic relationship with any
company that competes with Forrester, including but not
limited to Gartner Group, Meta Group, Giga Information Group,
Jupiter Communications, Xxxxx Advisors, Mainspring
Communications, the Yankee Group and Intelliquest, Inc.
Greenfield will not include a competitor's segmentation that
is based on consumer attitudes and/or behaviors toward
technology in Greenfield's panel, provide data to support a
competitor's product, and/or allow direct or indirect
investment in Greenfield or its affiliates. Any agreements
with Datamonitor that predate this Agreement are exempted from
this restriction.
2. License: Forrester agrees to provide a non-exclusive license to
Greenfield to embed the Technographcs(R) scale ("Scale") set forth in
Exhibit A into the batter of qualitative questions that is administered
to members of Greenfield's online panel (the "Qualitative Battery") for
the uses described below.
X. Xxxxxxxxxx shall administer the Qualitative Battery to all of
its panel members and, with the resulting data, classify and
tag each panelist's record with the corresponding
Technographics segment.
X. Xxxxxxxxxx may provide research services based o the
Technographics data and shall pay Forrester the following
royalties:
1). A royalty equal to 10% of the value (defined as cost
to client less incentives) of each custom research
project that involves and/or names Technographics as
part of the project.
2). A royalty equal to $250 per client for each
syndicated data set that Greenfield provides to its
clients that include the Technogrpahics data element.
3). These royalties will be paid to Forrester quarterly,
on xxxxxxxx just received, and accompanied by a
report reflecting in reasonable detail the client
projects undertaken in the quarter.
X. Xxxxxxxxx agrees not license the Scale to any company that
competes with Greenfield in the area of marketing research
using the Internet, including but not limited to Digital
Marketing Services, NPD Interactive, NPO Interactive, MB
Interactive, MARC Interactive, market Facts and Xxxxxx Black.
Mediamark Research (media research only), the NPD Group
(mail-based research only), and Media Metrix (Internet
audience measurement only) are exempted from this restriction.
3. Research Access. Forrester and Greenfield will provide each other
access to certain information.
X. Xxxxxxxxx shall provide Greenfield access to its Corporate
Technology research at an annual cost of $50,000. Access will
be provided online and will be covered by Xxxxxxxxx'x standard
usage agreement.
X. Xxxxxxxxxx shall provide Forrester access to its syndicated
data (including their Technographics segment) at an annual
cost of $50,000. Syndicated studies currently available cover
the college market, gay and lesbian market, and "Vets & Pets."
Forrester shall use the Data for internal research purposes
and may cite Data in the research that it distributes to its
clients and the public, provided that Greenfield's copyright
notice is attached thereto and that Forrester does not
distribute Data in whole without the prior approval of
Greenfield.
C. Should either party need additional information, this will be
made available to each other at prevailing costs for
consulting and special processing.
4. Intellectual Property and Confidentiality. The research products of
each party are their own and are protected by U.S. and international
copyright law and conventions. These provisions are in addition to and
not a replacement of the attached "Confidential Non-Disclosure
Agreement" signed February 9, 1998.
X. Xxxxxxxxxx will own its panel data and hereby grants Forrester
a license for its use in accordance with the terms and
conditions of this Agreement.
X. Xxxxxxxxx owns the Scale and hereby grants Greenfield a
license for its use in accordance with the terms and
conditions of this Agreement.
C. Neither party will disclose the confidential information of
the other and shall use at least the same degree of care to
avoid disclosure as it employees with respect to its own
confidential information
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5. Term and Termination. This Agreement shall commence on the Effective
Date and shall continue in effort for a period of eighteen months after
which it shall automatically renew unless terminated by one of the
parties on no less than 90 days prior written notice. Either party may
terminate this Agreement in the event of material breach by the other,
providing that the terminating party shall first give the breaching
party 60 days written notice and an opportunity to cure the breach
within that sixty-day period.
6. Limitation of Liability. Services shall be provide in accordance with
the generally accepted standards of the marketing research industry.
Neither party will be liable to the other for lost profits or revenues
or other economic loss, including consequential or similar damages,
arising out of activity under this Agreement. Liability for any claim
arising under this Agreement shall not exceed the amount of fees and/or
expenses paid under this Agreement.
7. Severability. In the event any provision of this Agreement shall not be
enforceable, the remainder of this Agreement shall continue in full
force and effect.
8. Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware.
9. Entire Agreement. This Agreement contains the complete agreement of the
parties, supersedes any previous agreements entered into by the parties
(excluding any agreements covering specific research project,
including, but not limited to, the 1999 "Total Research Program"
project), and neither party shall be bound by any statement or
representation not contained herein.
10. Survivability. Notwithstanding any termination of this Agreement, the
provisions of paragraph 4 shall survive any such termination or
severance and remain binding upon the parties.
Xxxxxxxxx Research, Inc. Greenfield Online, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Leigh-Brindeland Xxxx
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Name: Xxxx Xxxxxxx Name: Leigh-Brindeland Xxxx
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Title: Vice President Title: VP Business Development
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Exhibit A
Technographics(R) Scale
1. I like to impress people with my lifestyle.
2. Technology is important to me.
3. I am very competitive when it comes to my career.
4. Having fun is the whole point of life.
5. Family is important, but I have other interests which are just as
important to me.
6. I am consistently looking for new ways to entertain myself.
7. Making a lot of money is important to me.
8. I spend most of my free time doing fun stuff with my friends.
9. I like to spend time learning about new technology products.
10. I like to show off my taste and style.
11. I like technology.
12. My family is by far the most important thing in my life.
13. I put a lot of time and energy into my career.
14. I am very likely to purchase new technology products or services.
15. I spend most of my free time working on improving myself.
Technographcs(R) Segments
ATTITUDE INCOME NOTIFICATION
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CONFIDENTIAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made this 9 day of February, 1998 by and between
Greenfield Online, a Connecticut corporation ("GO") and Xxxxxxxxx Research, a
Massachusetts corporation ("Client").
WHEREAS, the parties hereto are currently, and in the course of their
business relationship may, from time to time continue to be, engaged in
discussions and evaluations regarding the data and software services and
products offered by GO and the products and services offered by Client (the
"Evaluation").
WHEREAS, in connection therewith one party may receive or come in
contact with certain Confidential Information (as defined) of the other party or
the other party's affiliates or clients;
WHEREAS, as a condition to each of GO and Client disclosing such
Confidential Information to the other, each party hereto agrees to treat such
Confidential Information, whether furnished before, on or after the date of this
Agreement, in accordance with the terms of this Agreement.
NOW THEREFORE, in consideration such disclosure and in further consideration of
the agreements contained herein, the parties agree as follows:
1. The term "Confidential Information" shall mean any information and
data of a confidential nature belonging to the disclosing party, its affiliates
and/or licensors ("Discloser"), including without limitation, proprietary,
technical, developmental, marketing, sales, operating, financial, performance,
cost, business and process information and plans, software, and computer
programming techniques which are disclosed or made available pursuant to this
Agreement in connection with the Evaluation.
2. Except for the software products and GO data, if any, disclosed
hereunder, Confidential Information shall not include information which (a) is
known to the party receiving the information from Discloser ("Recipient") at the
time of disclosure and is not subject to restriction; (b) is now or subsequently
becomes generally known or available to the Recipient by publication, commercial
use or otherwise through no fault of Recipient; (c) is lawfully obtained from a
third party who has the right to make such disclosure; or (d) is independently
developed by or for the Recipient without access to the Discloser's Confidential
Information.
3. Recipient hereby agrees that the Confidential Information will be
used by it solely for the purposes of discussions with Discloser relating to the
Evaluation and as necessary to fulfill any obligations Recipient may have to
Discloser pursuant to any agreements the parties may enter into or otherwise.
Recipient agrees not to disclose the Confidential Information of the other
party, in any form, to any third party except as contemplated herein. Recipient
agrees to maintain the confidential nature of the Confidential Information;
provided however, that any such Confidential Information may be disclosed to its
employees who need access to such
information for such purposes and are made aware of and agree to be bound by the
confidentiality obligations contained herein.
4. Upon termination of the Evaluation of the parties' relationship with
respect thereto, and upon Discloser's request, Recipient shall return to
Discloser all materials reflecting or containing any of Discloser's Confidential
Information and shall not retain any copies, extracts or other reproductions in
whole or in part of any of the foregoing.
5. Each party acknowledges that unauthorized disclosure or use of the
other party's Confidential Information may cause irreparable harm to such other
party. Each party agrees that money damages may not be a sufficient remedy for
any breach by it of this Agreement and that the non-breaching party shall be
entitled to seek specific performance and injunctive or other equitable relief
as a remedy for any such breach.
6. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Connecticut, and not the law of conflicts.
7. The parties hereto shall not be obligated to compensate each other
for disclosure of any information under this Agreement and agree that no
warranties of any kind are given with respect to such information, as well as
any use thereof. It is understood that no patent, copyright, trademark or other
proprietary right or license is granted by this Agreement.
8. This Agreement shall be effective as of the first date of disclosure
of Confidential Information to Recipient. Recipient's obligations hereunder with
respect to Confidential Information shall survive the termination of the
parties' relationship. The confidentiality provisions in this Agreement shall
survive termination of this Agreement and the parties' relationship relating to
the Evaluation.
8, Any provision of this Agreement, which is invalid, illegal or
unenforceable, shall not affect in any way the remaining provisions of this
Agreement.
********************
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered
into effective as of the date first written above.
GREENFIELD ONLINE, INC. CLIENT NAME
Xxxx Xxxxxxx
-------------------------------------
By: /s/ Xxxx Xxxxxx By: /s/
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Title Pres + CEO Title VP, Business Dvlt.
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Date 2/9/98 Date 2/19/98
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