EXHIBIT 10.6
IHS/ICI Strategic Business Alliance
Agreement Terms
I. Value Added Reseller authorization
A. IHS grants ICI the right to resell CAPSXpert products as a Value
Added Reseller in the US and Europe.
1. IHS reserves the right to set the list price for CAPSXpert plus
reserves the right to set the CAPSXpert price for opportunities
with current IHS customers.
2. ICI will pay IHS a rate of 80% of net revenue received from
CAPSXpert subscriptions.
B. ICI grants IHS the right to resell ItemQuest products as a Value
Added Reseller.
1. ICI reserves the right to set the list price for ItemQuest.
2. IHS will pay ICI a rate of 80% of net revenue received from
ItemQuest software, services, and maintenance where ICI is
required to model and develop demonstrations using customer's
data.
3. IHS will pay ICI a rate of 75% of net revenue received from
ItemQuest software where IHS models and develops demonstrations
using customer's data.
4. IHS will pay ICI a rate of 95% of net revenue received for data
services performed by ICI.
5. IHS will pay ICI a rate of 80% for net revenue received for
ItemQuest maintenance. In turn, IHS will train personnel in ICI
products and provide Level 1 maintenance support.
C. Product/Service Provider and VAR responsibilities:
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Product/Service Provider VAR
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ICI IHS resells ItemQuest software
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IHS ICI resells CAPSXpert databases
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The VAR is primarily responsible for all phases of the sales
opportunity, noting that ICI may take a more active role regarding
customer's data.
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TASK** Product/Service VAR
Provider
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Lead Generation Major Driving Role
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Deal Qualification & Priority Major Driving Role
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Presentation & Demonstration Major Driving Role
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Custom Demonstration with
Customer Data (1) (1)
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ROI for proposal Reactive Supporting Role Major Driving Role
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Prospects Senior
Management Sponsorship Major Driving Role
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Data Services and Quotation (1) (1)
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Proposal Reactive Supporting Role Major Driving Role
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Negotiations & Close Reactive Supporting Role Major Driving Role
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Level 1 Maintenance support Major Driving Role
. Provide front-line customer support
(on site and call center)
. Research customer problems and
determine if they can be reproduced
. Distribute software upgrades and bug free.
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(1) -- The VAR payment rate changes based on whether ICI or IHS performs the
tasks associated with customer's data.
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D. Provided that the "Finder" roles are fulfilled by IHS, ICI will pay
IHS at a rate of 15% net revenue received form ItemQuest software for
IHS customer leads and sales participation that result in a sale
closed by ICI.
Loads identified and qualified by the "finding" party will be
transferred to the selling party
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TASK--
Seller Finder
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Opportunity Generation Major Driving Role Major Driving Role
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Deal Qualification & Priority Major Driving Role Reactive Supporting Role
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Presentation & Demonstration Major Driving Role Reactive Supporting Role
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Custom Demonstration with Customer Data Major Driving Role
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ROI for proposal Major Driving Role
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Prospectus Senior Management Sponsorship Major Driving Role
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Data Services and Quotation Major Driving Role
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Proposal Major Driving Role Reactive Supporting Role
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Negotiations & Close Major Driving Role Reactive Supporting Role
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II. Development and Support
A. IHS and ICI agree to produce a combined product that uses ICI's
ItemQuest application and IHS' CAPSXpert databases (IQ/CAPSXpert).
1. IHS and ICI will jointly develop a product definition that
includes functions, features and content.
2. ICI will integrate CAPSXpert into ItemQuest using mutually
agreed requirements, at no charge, with committed delivery dates
per the agreed upon plan. Direct development related costs
incurred by both parties will be equally shared up a total of
$200,000 from ICI and a total of $200,000 from IHS.
B. ICI, with IHS' assistance, will produce a business plan that defines:
1. Product release schedules with functionality
2. Integration strategy to key partners
3. Resources for Development, Product Marketing, Sales, Support
C. Both ICI and IHS commit to at least one technical resource and one
product management resource, fully dedicated, to support the needs
required by this relationship. As reasonably required, more resources
may be added.
D. Both parties will develop infrastructure to provide support to
customers for the combined product.
E. Under non-disclosure, each party will provide the other party required
technical information and support for the integration of CAPSXpert to
ItemQuest; tools and training for customer data integration; and
training for installation and support of each other's products.
F. Both parties will cooperate together on customer installations, noting
that each Party shall be responsible for the effective installation
and post-installation support of its products as stated in the terms
of this agreement. In July, 1998 the parties will meet to review the
need and opportunity to modify this initial support plan.
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III. Marketing and Selling
A. IHS will develop a list of top prospects and key accounts for
initial target sales
1. IHS and ICI will mutually agree upon initial target
accounts
B. IHS reserves the right to either forward a sales opportunity
lead to ICI, or manage the sales opportunity as a VAR.
C. ICI commits to one dedicated Sales Manager to IHS for the
first six months of this agreement, and 3 dedicated Sales Reps
thereafter.
D. IHS commits to train and certify a minimum of 2 Sales Manager
and 3 Sales Support Engineers on the combined product.
E. IHS will allow ICI to distribute CAPSXpert databases to its
sales force for the purpose of demonstration of reference data.
F. ICI will allow IHS to distribute ItemQuest software to its sales
force for the purposes of demonstration.
G. ICI and IHS will jointly develop marketing announcements:
1. Develop joint capability statement
2. Develop joint press release
3. ICI will distribute a targeted mailing to a list of top
prospects currently identified by IHS.
H. CAPSXpert databases will be sold on a subscription only basis,
neither ICI nor the customer will own the software or data.
I. ICI will ensure IHS, policy of fair use for CAPSXpert products,
and obtained IHS data licenses from customers. IHS will ensure
ICI's policy of fair use and obtain ICI data licenses from
customers.
J. Proposals by either ICI or IHS that quote the joint product will
use a standard boilerplate format jointly developed, unless
requested differently by the prospect.
K. ICI grants IHS the right to use the ItemQuest name for sales
opportunities involving the ItemQuest software.
L. Both parties shall cooperate and share agreed upon costs for
targeted collateral. In addition, parties will include
partnership information as appropriate in their collateral. The
parties shall cooperate in seminars, press release events,
tradeshows and presentations.
M. Both parties shall agree to allow the other party the use of the
other's logo and trademark in accordance to define uses,
procedures and restrictions.
N. Both parties shall proactively sell the combined solution on a
global basis.
IV. Agreement terms
A. The term of this agreement is five years, with 180 day
termination rights by both parties, after the third year. It
will renew automatically for in one-year terms, unless either
party notifies the other party 120 days in advance of
cancellation.
B. Payment for the sale of products and services are due to the
other party following quarter after the customer has been
invoiced, and revenue has been recognized.
C. ICI is the primary CSM provider to IHS. IHS is the primary data
provider to ICI.
D. Neither party shall assign or otherwise transfer this Agreement
without the prior written consent of the other party, which
consent will not be reasonably withheld.
E. Nothing in the terms of this agreement allows for the transfer
of proprietary or proprietary rights to the other party without
written consent of the first party.
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The Terms and Conditions represent the complete and exclusive statement of the
understanding between ICI and IHS, Inc. and supersede all prior proposals and
understandings, oral or written, relating to the subject matter of these Terms
and Conditions and may be amended only by a written document executed by ICI and
IHS, Inc.
Acceptance and execution of these terms and conditions are subject to a thorough
due diligence with results satisfactory to ICI, resulting in a mutually
satisfactory definitive agreement between the two parties. Both parties shall
use best efforts to expedite the finalized agreement.
INFORMATION HANDLING ICI Corporation
SERVICES, (IHS)
BY: /s/ [SIGNATURE APPEARS HERE] BY: /s/ [SIGNATURE APPEARS HERE]
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Date: 1/23/98 Date: 1/23/98
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