EXHIBIT 10.15
[LETTERHEAD OF MEDIAPLEX APPEARS HERE]
September 23, 1999
VIA
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Xx. Xxxxx Xxxxxxxxx
Partner
OTP Software, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxx Xxxx, XX
Re: Mediaplex Agreement with the OTP Software
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Dear Xxxxx:
MediaPlex, Inc. ("MediaPlex") eagerly anticipates the diversified
opportunities and powerful mutual benefits of working with OTP Software, Inc.
("OTP"). Our products and services are complementary with OTP; as such, we
believe that a collaborative effort will form the basis for a long and mutually
rewarding relationship for both companies. This is to confirm the parameters of
our agreement (the "Agreement") to enter into a strategic partnership.
We have agreed to coordinate our marketing and sales efforts in the
pursuit and development of e-Commerce and e-Business opportunities.
Specifically, we envision joint sales efforts, including identifying and winning
initial reference customers (such as IBM Net Commerce, Oracle iStore/WebStore
and Oracle ERP clients). In addition, we anticipate sales support at trade
shows, referring customers to each other and cross-promoting each other's
products and services via press releases, e-mail and other direct marketing
vehicles.
Further, OTP, as a partner, will be considered a second source for any
in-house Oracle application development. Mediaplex will name OTP as its
exclusively recommended integration partner related to the combination of IBM
Net Commerce and Oracle. OTP will act as the preferred (first recommendation)
integrator for Oracle iStore/Webstore, Oracle Packaged Applications and
Intershop. OTP may also be called upon to assist with other ERP integrations,
including, but not limited to, X.X. Xxxxxxx, XXX, PeopleSoft when connecting to
Oracle databases.
OTP agrees to name Mediaplex as its exclusively recommended provider
of internet advertising services regarding IBM Net Commerce and Oracle.
Mediaplex
Mr. Xxxxx Xxxxxxxxx
September 20, 1999
Page 2 of 6
will act as the preferred (first recommendation) provider of Internet
advertising services for Oracle iStore/Webstore, other Oracle-based e-Commerce
and eBusiness opportunities.
In addition, the parties agree to coordinate efforts in the design,
development and testing of interfaces between Mediaplex's Mobile Java Object
("MOJO") technology system and certain Oracle packaged applications systems (the
"Interfaces"), the ownership of such Interfaces to be established in a separate
document to be attached as Exhibit A, and incorporated herein by reference.
Mediaplex will fund the development cost of interfaces between MOJO
and IBM Net Commerce systems, provided that the total cost of these Interfaces
does not exceed $20,000 ("Total Expense"). OTP will develop a scoping
document, high-level project plan and estimates of time, resources and cost
required to complete these Interfaces.
The first Interface to be built will be between MOJO and IBM Net
Commerce that are integrated to Oracle Inventory (Release 11.03 and possibly
10.7). The functional specifications for these Interfaces will be co-determined
by OTP (by Xxx Xxxxxx or his designee) in conjunction with Mediaplex (by Xxxxxxx
Xxxxx or designee). It is agreed that the costs of the joint design and testing
of these Interfaces will also be included as part of the Total Expense. In the
event, OTP pays any portion of the development of these Interfaces, OTP will
share in revenues, as defined below, derived in the prospective sale of these
Interfaces in proportion to its participation in the cost of development.
In the event OTP produces Interfaces between Oracle's ERP/CRM
systems and IBM NetCommerce, but these proposed Interfaces are delayed in
development due to problems in the MOJO system that are beyond OTP's control,
OTP will be paid for the integration between IBM NetCommerce and Oracle, up to
the maximum established by the Total Expense.
It is agreed that Mediaplex will equally share with OTP all revenues
received from the selling of the actual Interfaces, provided that for purposes
of this Agreement the term "revenues" does not include any revenues generated
from Mediaplex's implementation of its MOJO technology, e.g., uses such as
dynamic messaging and advertising campaign management. OTP is responsible for
upgrading each of the Interfaces and will receive 100% of all revenues from
customers derived from such upgrade and maintenance. The pricing of maintenance
will be determined by OTP based upon the potential market and ongoing support
required for a particular interface. It is anticipated that maintenance will
typically run between 20%-25% of the list price on a yearly basis. OTP will
issue the maintenance agreement and bill the customer directly. In the event,
Mediaplex pays any portion of the development of the upgrade and/or the
Mr. Xxxxx Xxxxxxxxx
September 20, 1999
Page 3 of 6
maintenance, Mediaplex will share in the revenues derived in the proportion of
its participation in the cost of this development.
The list price for an Interface will be determined jointly by OTP
and Mediaplex upon its development. Either party is entitled to discount the
Interface to a customer to the extent of its 50% share in the revenue. If
discounted by either OTP or Mediaplex, the other party is entitled to its 50%
share of the revenue at list price, unless some other agreement is agreed to in
advance in writing.
In the event onsite consulting is required to customize the
Interface(s) to a customer's particular needs, OTP will receive 100% of the
consulting related to the installation and customization for that customer,
unless mediplex consulting is also required, in which case the parties shall
negotiate in good faith Mediaplex's portion of the consulting fees.
Additional services in which OTP may participate include:
-- Development of MOJO Back-end Event collector.
-- Development of standard reports for Mediaplex campaign and
promotion analysis.
-- Development of OLAP/datamart marketing database.
** Source or second-source for Mediaplex Oracle Applications
implementation and for post launch support.
** Consulting and integration services at Mediaplex and customer
sites (e.g., custom reporting and training, modifications to
interfaces to ERP and e-commerce systems).
Mediaplex will work with OTP in an independent contractor capacity.
It is agreed that Client is responsible for the accuracy, completeness and
Ownership of any and all information provided to Mediaplex and similarly, that
you will be responsible for ensuring the acquisition of all required consents in
respect of the use of all such information, including, without limitation, all
intellectual property contained in these materials. You agree to indemnify and
hold Mediaplex and each of its respective affiliates, employees, officers,
agents, directors and representatives, harmless from any and all claims,
liabilities, damages, actions, or causes of action, either at law or in equity,
including reasonable attorneys' fees and expenses, that may be incurred arising
out of or in connection with this Agreement.
Mr. Xxxxx Xxxxxxxxx
September 20, 1999
Page 4 of 6
This agreement shall commence on the first day it is signed by both
parties (fax signatures are acceptable) and shall run for a term of thirty-six
months, or until either party terminates it by giving ninety (90) days prior
written notice. This Agreement shall automatically renew for successive one-year
terms if not terminated in writing ninety days or more prior to the expiration
of any one-year term. Time is of the essence.
This Agreement embodies our entire agreement, supersedes all prior
oral and written agreements, and may not be amended or modified except by an
agreement signed by both parties. The law of the State of California shall
govern this Agreement. This Agreement may be executed in any number of
counterparts and facsimile copies, each of which shall be deemed an original,
and all of which together shall be deemed one and the same instrument. If any
action at law or in equity is brought to enforce or interpret the terms of this
Agreement, the prevailing party shall recover its reasonable attorney's fees in
addition to any other relief to which it may be entitled. Any notice or report
required or permitted by this Agreement shall be made by personal delivery or
fax to the then operating fax number or business address to the attention of Xxx
Xxxxxx, if to Mediaplex, or to Xxxxx Xxxxxxxxx, if to OTP.
If this Agreement as written is satisfactory to you, please sign it
and fax us a copy for our file. Please retain the original for your files.
Very truly yours,
MEDIAPLEX, INC.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
Vice President Business Development
Dated: September 23, 1999
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AGREED TO AND ACCEPTED:
OTP SOFTWARE:
By: /s/ X. Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Partner
Dated: September 23, 1999
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Mr. Xxxxx Xxxxxxxxx
September 20, 1999
Page 5 of 6
EXHIBIT A
OWNERSHIP RIGHTS TO INITIAL INTERFACE WITH
ORACLE INVENTORY
A. As used herein "Software" shall mean the MOJO bridge interface to Oracle DB
and the MOJO bridge interface to IBM Net Commerce, both of which are being
developed under this Agreement by OTP.
B. As used herein the "Tools" shall mean all interface tools to be developed
under this Agreement by OTP but excluding the Software.
C. It is understood and agreed that Mediaplex shall be deemed the sole and
exclusive owner of all right, title, and interest in and to the Software and the
Tools, including all copyright and proprietary rights relating thereto. All
work performed by OTP on the Software and Tools and any supporting documentation
therefore shall be considered as Works for Hire (as such are defined under the
U.S. Copyright Laws) and, as such, shall be owned by and for the benefit of
Mediaplex.
D. In the event that it should be determined that any of such Software and
Tools or supporting documentation does not qualify as a "Work Made for Hire,"
OTP will and hereby does assign to Mediaplex for no additional consideration,
all right, title, and interest that it may possess in such Software or Tools and
documentation including, but not limited to, all copyright and proprietary
rights relating thereto. Upon request, OTP will take such steps as are
reasonably necessary to enable Mediaplex to record such assignment at its own
cost and expense.
E. OTP will sign, upon request, any documents needed to confirm that the
Software or Tools or any portion thereof is a Work Made for Hire and to
effectuate the assignment of its rights to Mediaplex.
F. OTP will assist Mediaplex and its agents, upon request, in preparing U.S.
and foreign copyright, trademark, and/or patent applications covering the
Software or Tools. OTP will sign any such applications, upon request, and
deliver them to Mediaplex. Mediaplex will bear all expenses that it causes to
be incurred in connection with such copyright, trademark, and/or patent
protection.
G. Mediaplex hereby grants OTP an exclusive, nontransferable license to use the
Software throughout the world in any manner it sees fit in order to use the
Software as contemplated by this Agreement. The right to use the Tools shall be
on the same terms except it shall be a nonexclusive license.
Mr. Xxxxx Xxxxxxxxx
September 20, 1999
Page 6 of 6
H. The license granted in (G) above shall terminate, with the exception of
existing accounts, on the termination of this Agreement or upon termination of
agreements between OTP and Oracle and/or IBM, giving rise to any situation
that would legally prevent OTP from creating and supporting Interfaces as
defined in the underlying Agreement.
I. Notwithstanding the above, it is understood and agreed that OTP shall be
deemed the sole and exclusive owner of all right, title and interest in programs
and interfaces that it exclusively develops and funds, independent of this
Agreement, and for its own use.
