Memorandum Of Understanding
This Memorandum of Understanding ("MOU"), effective as of the last date signed
below (the "Effective Date"), is entered into by and among MicroStrategy
Incorporated, a Delaware corporation having its principal place of business at
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 ("MSTR"), Xxxxxxxx.xxx
Incorporated, a Delaware corporation having its principal place of business at
0000 Xxxxxxxxxxxxx Xxxxx, Xxxxxx XX 00000 ("SDC"), MicroStrategy Services
Corporation, a Delaware corporation having its principal place of business at
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 ("MSTR Services") (a wholly owned
subsidiary of MicroStrategy Incorporated), MicroStrategy International Limited
(a wholly owned subsidiary of MicroStrategy Incorporated), a Bermuda corporation
having its principal place of business at the Xxxxxx Xxxxx, Xxxxxx xxx
Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, XX00 Xxxxxxx ("XXXX International"), MicroStrategy
International II Limited (a wholly owned subsidiary of MicroStrategy
Incorporated), a Bermuda corporation having its principal place of business at
the Xxxxxx Xxxxx, Xxxxxx xxx Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, XX00 Xxxxxxx ("XXXX
International II"), and Xxxxxxxx.xxx International Limited (a wholly owned
subsidiary of Xxxxxxxx.xxx Incorporated), a Bermuda corporation having its
principal place of business at the Xxxxxx Xxxxx, Xxxxxx xxx Xxxxxxxxxx Xxxxxxx,
Xxxxxxxx, XX00 Xxxxxxx ("SDC International"). Each party may hereinafter be
individually referred to as a "Party" or collectively referred to as the
"Parties."
RECITALS
A. MSTR has developed the suite of software known as the MicroStrategy
platform.
B. The Parties desire to enter into certain agreements with regard to
intellectual property, services, and other matters in the Unites States and
Internationally.
UNDERSTANDING
Effect of MOU
This binding MOU contains a statement of the preliminary understandings
between the Parties. The Parties anticipate executing certain definitive
agreements prior to closing. The Parties intend to use reasonable efforts to
negotiate and execute the agreements described below and their international
counterparts, consistent with the intentions and coverage of this MOU within
thirty (30) days after closing.
Summary of Agreements
1. U.S. Administrative Services Agreement. MSTR will execute an
agreement for the provision of the administrative services such as legal,
recruiting, tax, accounting, and other administrative types of services to
SDC on a cost plus 5% basis, which SDC, may, at its option, use.
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2. U.S. Professional / Consulting Services Agreement. MSTR Services
will enter into a Master Consulting Services Agreement with SDC which shall
permit attachments of Statements of Work by MSTR Services for various
projects to be provided. The terms will designate a most favored client
status for SDC.
3. U.S. Sales Agent Agreement. MSTR Services will enter into a Sales
Agent Agreement with SDC so that MicroStrategy can market Xxxxxxxx.xxx
affiliations and premium programming relationships on behalf of SDC. This
will be done on a commission basis. This agreement will provide that for a
period of three years, MicroStrategy will not itself market a third party,
affiliate network information service that competes with Xxxxxxxx.xxx.
4. Employee Transfer. MicroStrategy agrees to transfer certain
employees who have worked in the Xxxxxxxx.xxx business unit to Xxxxxxxx.xxx.
5. Limited Exclusivity. MicroStrategy warrants that for a period of
three years it will not both grant a software license and provide
MicroStrategy services pursuant to which MicroStrategy builds an application
for a customer that would allow that non-MicroStrategy controlled entity to
compete directly with Xxxxxxxx.xxx as a provider of syndicated information
services to a network of affiliates across a broad range of content. This
provision will be included in both the U.S. Software License Agreement and
the International Software License Agreement and will be part of a
Pre-Closing Agreement. In addition, MicroStrategy will not itself create a
syndicated information service that is distributed to consumers through a
network of affiliates and directly competes with Xxxxxxxx.xxx.
6. Subcontractor/Hosting Agreement. Xxxxxxxx.xxx and its various
subsidiaries will enter into a Master Hosting and Services Agreement whereby
MSTR and its various subsidiaries will be able to purchase hosting and
professional services from SDC. The agreement will contain a framework to
which purchase orders and/or work orders can be added related to hosting.
These services will be offered by SDC to MSTR at a most favored client rate.
7. Outsourcing/ASP Agreement. MSTR and its applicable subsidiaries
will enter into a Master Outsourcing/ASP Agreement with Xxxxxxxx.xxx and its
various subsidiaries. This agreement will provide a framework so that MSTR
will be able to provide any type of outsourcing or ASP services to SDC. One
example is that this agreement would cover Voice Bureau. The Outsourcing
services will be at a cost plus basis.
8. Joint Marketing Agreement. The parties will enter into a joint
marketing agreement whereby they will coordinate marketing activities.
Pursuant to this agreement, MicroStrategy and Xxxxxxxx.xxx will agree to
engage in joint efforts intended to provide, for example, information
regarding the Xxxxxxxx.xxx offering to the MicroStrategy field sales
organization.
9. Expenses. Each Party shall bear all expenses that it may incur
in connection with its obligations and efforts under this MOU.
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10. Publicity. Any publicity by any Party regarding this MOU or any
Definitive Agreement, must have the prior approval of the other Party.
11. Term of MOU. This MOU shall terminate on October 30, 2000 or when
the definitive agreements have been executed by the parties (the "Termination
Date"), whichever is later.
12. Governing Law. This MOU shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
13. Assignability. This MOU shall be binding upon and inure to the
benefit of each Party, and shall not be assignable or transferable without
the prior written consent of all other Parties.
14. Entire Understanding. This MOU constitutes the entire agreement
between the Parties. No modification or amendment of this MOU shall be
effective unless mutually agreed in writing and signed by the Parties.
15. Severability; Survivability. The invalidity or illegality of one
or more provisions of this MOU shall not affect the enforceability of the
remaining provisions. The Parties' rights and obligations hereunder that
would continue beyond the termination, cancellation or expiration of this MOU
shall survive such termination, cancellation or expiration.
16. Binding. It is understood by the parties that this is a binding
MOU and that the parties intend to enter into Agreements incorporating terms
and conditions which are substantially based on this MOU and such other terms
and conditions as may be mutually agreed upon.
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MicroStrategy Incorporated Xxxxxxxx.xxx Incorporated
Signed: /s/Xxxx X. Xxxxx Signed: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: CFO Title: CFO
Dated: 10/17/2000 Dated: 10/17/2000
MicroStrategy International Limited Xxxxxxxx.xxx International Limited
Signed: /s/Xxxx X. Xxxxx Signed: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: CFO/Director Title: CFO/Director
Dated: 10/17/2000 Dated: 10/17/2000
MicroStrategy Services Corporation MicroStrategy International II Limited
Signed: /s/Xxxx X. Xxxxx Signed: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: Treasurer Title: CFO/Director
Dated: 10/17/2000 Dated: 10/17/2000
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