OneSoft Corporation has omitted from this Exhibit 10.22 portions of this
Agreement for which OneSoft Corporation has requested confidential treatment
from the Securities and Exchange Commission. The portions of the Agreement for
which confidential treatment have been requested have been filed separately with
the Securities and Exchange Commission. Such omitted portions have been marked
with an asterisk.
EXHIBIT 10.22
NON-BINDING LETTER OF INTENT
THIS NON-BINDING LETTER OF INTENT (this "LOI") is made and entered into as of
April 16, 1999 (the "Effective Date"), by and between OneSoft Corporation, a
Delaware corporation ("OneSoft") and Microsoft Corporation, a Washington
corporation ("Microsoft"):
1. Background and Representations. OneSoft and Microsoft and their respective
------------------------------
successors and assigns, are sometimes individually referred to herein as a
"Party" or collectively referred to herein as the "Parties."
1.1. OneSoft and Microsoft and their respective successors and assigns, are
sometimes individually referred to herein as a "Party" or collectively
referred to herein as the "Parties." The Parties represent that:
1.2. Microsoft Corporation is the leader in the development and marketing
of software products and solutions, and is bringing to market a wide
range of products, services and programs to support the development
and deployment of Internet commerce solutions.
1.3. OneSoft Corporation is a leader in the development and marketing of
Internet commerce software products and solutions. OneSoft's products
and solutions leverage the operating system, application server,
development tools, and application software developed and marketed by
Microsoft Corporation.
1.4. OneSoft Corporation and Microsoft Corporation understand that it is in
their mutual interest to form a strategic alliance in the marketing,
development, distribution and support of products and solutions that
system integrators, consultancies, application service providers, and
other service companies ("the channel") can use to support end
customers.
1.5. OneSoft's products and solutions supplement and are complementary with
those provided by Microsoft. Together, Microsoft and OneSoft are
competing against
products and solutions provided by other vendors in the marketplace;
the parties have no intention of competing against each other, and
have so stated.
1.6. It is OneSoft's and Microsoft's intention to form a strategic alliance
("Alliance") that will help each other compete against other vendors
of competitive products that operate on operating systems and
platforms other than the Microsoft Windows NT platform. It is the
Parties' intention that this alliance will generate significant market
share, revenue and profit for both Parties in the growing Internet
commerce software and solutions marketplace.
1.7. It is understood that the Alliance between Microsoft and OneSoft may
take *******. It is the intention of the Parties to document these
agreements as is necessary and prudent. The remainder of this Letter
of Intent lists some of these intended agreements, and it is
anticipated that the Alliance will develop additional programs and
initiatives going forward.
1.8. OneSoft and Microsoft desire to confirm their understanding regarding
the marketing and support for a ******* package of ****** and *******
to be offered to Microsoft Certified Solution Provider and other
channel partners.
2. JOINT MARKETING PROGRAMS.
------------------------
2.1. Joint Marketing Agreement and Program Business Plan. The Parties shall
----------------------------------------------------
enter into a joint marketing agreement to include coordinated
participation in the following marketing activities and other they may
define in the course of business. Following execution of this LOI, the
Parties will work together to prepare a business plan for a marketing
program to promote and deliver complete and targeted packages of
Internet commerce products and services to MCSPs and their customers.
2.2. Initial Size and Expansion of Programs. The program will initially
--------------------------------------
target the signing of ** MCSP partners into the OC2CSP program to
begin in ***** and expand to support additional MCSP partners
worldwide thereafter. With the launch of the initially planned
program, Microsoft and OneSoft will expand the program to additional
channel partners as the Microsoft and OneSoft sales and support
infrastructure is scaled to support these opportunities.
2.3. Industry Solution Marketing Programs. The Parties shall develop and
------------------------------------
implement marketing programs to reach potential MCSP customers in the
following market segments: (a) *****; (b) ***** and *******; (c)
****** and ******; and (d) related and other markets as research and
opportunity dictate.
2.3.1. System Integrator and Application Service Provision channel
partners will be signed up to carry these packages to market
through O2CSP program.
2.3.2. Identify high profile customer prospects in each vertical
market for channel partners and distribute leads.
2.3.3. Deploy initial customer systems and track results with channel
partners.
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2.3.4. Prepare case studies on success stories for publication and
sales support.
2.3.5. Co-develop white papers and sales materials for channel.
2.3.6. Partner with leading MCSPs within the targeted industry groups.
2.3.7. Co-branded advertising and promotions to promote programs to
channel and to generate customer leads for the channel.
2.3.8. Prepare other materials, programs and strategies to penetrate
market segments with joint solutions.
2.4. Channel Program Management. Microsoft and OneSoft will provide
--------------------------
dedicated channel manager(s) who will coordinate the relationship in
regard to the jointly created and operated programs.
2.5. Co-creation and Co-promotion of Solution Packages for Marketplace. The
-----------------------------------------------------------------
Parties will jointly prepare market specific (B2B, B2C, Value Chain,
et. al.) solution packages that reduce time to market for joint
customers, including:
2.5.1. Joint Presentation. On April 16, 1999, the Parties will jointly
------------------
present the O2CSP program and a demonstration site built with
an existing channel partner (to be determined) and a jointly
branded product/service offering of the Parties to the
Microsoft Solution Provider partners who sign into the program.
2.5.2. Joint Presentation Script. The Parties will collaborate on the
-------------------------
presentation script, with Microsoft providing information
regarding duration and requested inclusions and OneSoft
co-editing the script. The Parties will agree on how their
relationship will be described prior to the joint presentation.
The Parties will make additional such presentations as possible
to alert the Microsoft Solution Providers to the program.
2.6. Post-Presentation Follow-Up. The Parties will agree upon and prepare a
---------------------------
web-based follow-up mechanism for Solution Providers interested in the
program. The costs involved and the information generated through the
operation of this follow-up communication mechanism will be
*************.
2.7. Joint Public Relations Effort. The public relations teams of the
-----------------------------
Parties will work together to promote and gain press coverage for
co-branded Internet and electronic commerce packages, software tools,
applications and platforms. The Parties intend to undertake the
following joint public relations efforts and announcements:
2.7.1. OneSoft implementing the Microsoft Digital Nervous System
vision.
2.7.2. OneSoft implementing and extending ******** vision.
2.7.3. The appointment of OneSoft to the Microsoft XXXX and other PACs
as relevant
2.7.4. OneSoft and Microsoft joint support for XML standards.
2.7.5. OneSoft support for Microsoft SSCE components CIP, OPP, etc.
2.7.6. OneSoft support for Microsoft development tools and platform
technologies.
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2.7.7. Scalability of OneSoft OneCommerce and Microsoft SSCE, NT, MTS
and demonstration of the same.
2.7.8. OneSoft's status as fundamental Microsoft Complete Commerce
partner.
2.7.9. Microsoft to announce or co-announce customer wins, product
announcements, et. al., on key press releases.
2.7.10. Microsoft to announce or co-announce on marketing positioning,
issue or theme related public announcements.
2.7.11. OneSoft and Microsoft to co-announce channel partners signed
to joint marketing programs.
2.7.12. Announcement regarding the portability/accessibility of
OneSoft XML-based product and content offers between
respective customer and aggregate catalogs.
2.7.13. The Parties to develop ********* of ******* that will be used
in ******* including ***** from ********.
2.7.14. The Parties to prepare other press releases as mutually
agreed.
3. OFFERING OF PRODUCTS AND SERVICES TO SOLUTION PROVIDERS CHANNEL
---------------------------------------------------------------
3.1. The Parties Shall Coordinate Delivery of Support Programs for Channel
---------------------------------------------------------------------
Partners. To be included are deployment and sales support. The program
---------
will be defined to address the needs of the channel and cost
sharing that is appropriate for the services provided by each Party.
OneSoft will offer support programs based on its and Microsoft's
products and services to O2CSP Program members.
3.2. Internet Commerce Solution Packages. OneSoft will initially package
-----------------------------------
two Internet commerce solution package offerings for market, one that
will address the needs of small-to-mid size customers and another that
will address the needs of mid-to-large size customers. Customized
packages can be created on for specific cases using OneSoft's
**********. The package objective is to be easy- to-buy, easy-to-sell,
and easy-to-operate.
3.2.1. Solution Packages have been initially developed by OneSoft, and
use the Microsoft Commerce Solutions platform. Additional
solutions packages will be developed during the program by
OneSoft.
3.2.2. Solution packages will be represented with marketing
collateral, case studies, and other support materials and
guides.
3.2.3. Bundled MCSP Web Developer Integration Services.
3.2.4. Bundled ASP Services Packages.
3.2.5. Bundled Web Marketing Services and Products from Solution
Providers.
3.3. Technical Education for Solution Providers in Optimized Sales and
-----------------------------------------------------------------
Deployment of Internet Commerce Systems.
----------------------------------------
3.3.1. OneSoft will create and hold training seminars for Solution
Providers to train them in Strategic ROI based selling and
rapid fixed time deployment of Internet commerce solutions.
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3.3.2. Microsoft will provide scheduling and program implementation
assistance as well as access to relevant Microsoft course
material and standard curriculum in relation to support of
jointly packaged and marketed solutions.
3.3.3. OneSoft will become Microsoft ATEC certified with Microsoft's
assistance.
3.3.4. Microsoft and OneSoft will offer certification adjuncts to
existing Microsoft and OneSoft certification programs.
3.4. Internet Commerce Sales Cycle Optimization Training and Tools. OneSoft
-------------------------------------------------------------
will package sales tools including **** tools and ***** tools to offer
to the service partner channel. Microsoft will contribute relevant
resources to the creation and packaging of related tools. This will be
offered at a price to be determined and with revenue distribution to
OneSoft and Microsoft relative to specific contribution.
3.4.1. Product and solutions sales support materials.
3.4.2. Competitive analysis.
3.4.3. **** Tools based on OneSoft's ****** application
3.4.4. Workbooks, sales guides, etc.
3.4.5. Sales support, lead capture and distribution extranet portal.
3.4.6. Financial ***** sales tools.
3.4.7. Demonstrations of Internet commerce system functionality.
3.4.8. Partner sales support hotline.
3.4.9. White papers and descriptions.
3.4.10. Customer support program offers.
3.4.11. Other items as the Parties deem necessary to support marketing
and sales programs.
3.5. Internet Commerce Deployment Cycle Optimization Training and Tools.
------------------------------------------------------------------
3.5.1. Software Products and Templates to be Offered to Channel
Partners:
3.5.1.1. OneSoft's OneCommerce applications, components and tools.
3.5.1.2. Microsoft's platform products including: MT, MTS, IIS,
SSCE, SQL, MSMQ, Biztalk, etc.
3.5.1.3. OneSoft Solution Template Packages for vertical
industries or common business models.
3.5.1.4. Customer and Solution Provider convenient packaging of
software products to the degree possible by both parties.
3.5.1.5. Simplified licensing and license administration policies
to the degree possible by both parties.
3.5.2 ********** and ******* to be offered to channel partners.
3.5.2.1 OneSoft will package a strategy consulting offering that
could be given by channel partners including the strategy
segment of the OneSoft *****************.
3.5.2.2 OneSoft will provide ************ Documentation and
Curriculum to speed Solution Provider time to market.
3.6. Program Web Site Content and Marketing Collateral Materials. The
-----------------------------------------------------------
Parties will deploy and produce and Internet Commerce Portal site with
content resources for
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channel partners, potential customers, customers and employees as well
as marketing and sales collateral materials for marketing and sales
use including:
3.6.1. Case Study on OneSoft customer examples and use of Microsoft
platform to be jointly prepared for publication on sites.
3.6.2. OneSoft to be represented with logo, trademarks, and links
throughout the appropriate areas of the Microsoft web site
where other Internet commerce and ISV partners are featured.
Microsoft to be represented with reciprocal links and
references at OneSoft sites.
3.6.3. White paper on OneCommerce and OneSoft use of Microsoft
platform to be jointly prepared and published on Microsoft and
OneSoft site.
3.6.4. Microsoft to be represented on OneSoft site and in OneSoft
marketing material as primary OneSoft technology and marketing
partner.
3.6.5. The Parties to work together to obtain joint client
testimonials and publish on Web sites and as printed
collateral.
3.6.6. OneSoft and Microsoft will develop collateral marketing
material in regards to the joint marketing and support programs
undertaken.
3.6.7. Each Party will be permitted to use the other Party's logos,
trade and service names to promote joint efforts with
permission of the other as defined in Joint Marketing
Agreement.
3.7. Internet Solution Center Showcase Environment. The Parties will create
---------------------------------------------
a showcase lab with multiple application server clusters and staffing
to showcase solutions offered to market, case studies, comparisons
with competitors, display examples, co-market solutions in action,
etc. The showcase may include the following:
3.7.1. OneSoft/Microsoft software product and solution functionality.
3.7.2. Linear scalability of server arrays running Microsoft and
OneSoft stack (requires testing software).
3.7.3. Fault tolerance of Microsoft and OneSoft Internet solutions.
3.7.4. Demonstration integration with partner ISV and ERP systems.
3.7.5. Showcase placed in high visibility location (potentially
Manhattan).
3.7.6. Solution Provider example sites showcase.
3.7.7. Co-marketing of customer sites.
3.8 Sales Force Leverage. Each Party will train and leverage its
--------------------
respective sales force to assist in the dissemination of marketing
messages and the delivery of marketing programs to customers:
3.8.1 Create OneSoft-Microsoft Intranet portal for sales force and
staff.
3.8.2 Microsoft slicks on Commerce products, solutions and platform
used in program for OneSoft sales force.
3.8.3 OneSoft presentations in Microsoft sales meetings for training.
3.8.4 Minimum sales levels agreed upon to evaluate and predict ROI on
sales force expenditures.
3.8.5 Training for Microsoft sales team on OneSoft products and
solutions and vice versa.
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3.9 Seminar Series. The Parties will develop and conduct a seminar series
--------------
on Internet commerce opportunities for C level executives during 1999
and 2000 with Solution Providers in multiple cities.
3.10 Joint Trade Show Participation. Microsoft will, where possible, allow
------------------------------
OneSoft to participate in trade show events, with premier placement,
that it has planned around the Internet commerce market space at
*********. OneSoft will include Microsoft representation in its trade
show attendance if requested and applicable.
3.11 Executive Support. Microsoft executives will support the closing of
-----------------
important sales transactions, lending credibility as to the
scalability and capability of Microsoft platform products and OneSoft
Internet commerce products. OneSoft executives will support Microsoft
marketing messages and positioning, and support Microsoft sales
efforts with testimonial where relevant.
3.12 OneSoft is a Microsoft Certified Solution Developer. OneSoft shall be
---------------------------------------------------
featured as the nationally highlighted Microsoft MCSD alliance in
Internet and electronic commerce press releases, announcements, white
papers and web pages.
3.13 Microsoft is Primary OneSoft Technology Partner. Microsoft will be
-----------------------------------------------
featured as OneSoft's platform technology partner in Internet and
electronic commerce press releases, white papers and web pages.
4. PRODUCT MANAGEMENT COOPERATION AND PRODUCT SUPPORT
--------------------------------------------------
4.1. Product Management. Microsoft and OneSoft will coordinate product
------------------
management related to Microsoft-OneSoft co-branded packaged offerings.
4.2. Training Materials and Programs. Microsoft will provide related
-------------------------------
Official Curriculum and Curriculum development guides.
4.3. Engineering Team Coordination. OneSoft product managers will have
-----------------------------
direct access to Microsoft development organizations (Site Service
Commerce Edition, Active Directory, NT, SQLServer, MTS and IIS teams)
to allow for rapid resolution of ********** and other ***********
encountered during the program.
4.4. Engineering Support. Microsoft to provide its highest level technical
-------------------
support to OneSoft's product development team to rapidly escalate
engineering issues for resolution.
4.5. Product Management and Support-Synchronization of Direction. Microsoft
-----------------------------------------------------------
and OneSoft product management and executive direction synchronization
and analyses to support vertical packaging and application
development, in order to eliminate redundant development or
unnecessary overlap of product development investment.
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4.6. Microsoft engineers to evaluate and help to configure Solution Center
Policies and Procedures related to the efficient management of
Microsoft products by Solution Providers in ASP-based Internet
Commerce applications.
4.7. Microsoft engineers to help OneSoft understand and create migration
policies and scripts for Microsoft product upgrade e.g., SQL 7.0 and
Windows 2000 and any subsequent versions released during this
relationship.
4.8. Microsoft engineers to evaluate and help to augment OneSoft's
methodology related to the deployment of Microsoft's software
products.
4.9. Microsoft point of contact to help OneSoft's managed application
services understand all relevant Microsoft product licensing models,
e.g., new ********- based ******* model to ******* tools for Solution
Providers.
5. MISCELLANEOUS BUSINESS
----------------------
5.1 *******. The Parties will define a strategy, methodology and agreement
-------
for ***************.
5.2 Potential Microsoft *************. Microsoft will consider potential
---------------------------------
************* OneSoft as OneSoft offers *****************, to be
consummated only if terms are acceptable to both parties. Any
************ to be conducted by ******* within *******.
5.3 Intellectual Property and Confidentiality.
-----------------------------------------
5.3.1 Intellectual Property. Both Parties agree to protect the
---------------------
intellectual property of the other Party with the same diligence
used to protect its own intellectual property.
5.3.2 Confidentiality Agreement. The Parties are subject to a
-------------------------
pre-existing mutual confidentiality agreement.
5.3.3 Confidentiality Restrictions of LOI. Except as may be required
-----------------------------------
by law, regulation, or court order, or rules or regulations of any
securities exchange, or as set forth herein, the prior approval of the
other Party, not to be unreasonably withheld or delayed, shall be
required for any other disclosure of the existence of this LOI or the
terms hereof. Except as expressly provided, each Party agrees to keep
confidential the terms of this LOI other than in connection with
confidential disclosures on a need-to-know basis to employees,
consultants, counsel, accountants, investors, and other professional
advisers of the Party and its affiliates. The foregoing
notwithstanding, either Party may disclose the existence of this LOI
or the terms hereof in response to a judicial or similar investigative
inquiry (including a discovery request in a lawsuit); provided
--------
however, that it shall first provide reasonable notice to the other
--------
Party and that the other Party shall be afforded the opportunity to
seek to limit, prevent, or protect such disclosure.
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5.4 Non-Binding Nature. This LOI reflects the present understanding
------------------
and intention of the Parties with respect to the transactions contemplated
above and except as specified in the following sentence is not intended to
constitute a binding agreement between the parties. Notwithstanding the
foregoing, the provisions of Section 5.3 and 5.6 hereof shall be binding
upon and enforceable against the Parties.
5.5 Waiver. Any of the provisions of this LOI may be waived by the
------
Party entitled to the benefits hereof. No Party shall be deemed,
by any act or omission, to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed by
the waiving Party, and then only to the extent specifically set
forth in such writing. A waiver with reference to one event shall
not be construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.
5.6 No Joint Venture. Prior to Closing, neither Party shall make any
----------------
warranties or representations, or assume or create any
obligations, on another Party's behalf except as may be expressly
permitted hereunder or in writing by such other Party. Each Party
shall be solely responsible for the actions of all its respective
employees, agents and representatives.
IN WITNESS WHEREOF, the Parties hereto have executed this LOI as of the
Effective Date.
ONESOFT CORPORATION MICROSOFT CORPORATION
By:/s/ Xxxxx X. XxxXxxxxx, XX By: /s/ Xxxx Xxxx
-------------------------- -------------
Name: Xxxxx X. XxxXxxxxx, XX Name: Xxxx Xxxx
Title: President Title: Commerce Channel Marketing
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