Exhibit 10.05(p)
XXXXXX SOFTWARE
NON-EXCLUSIVE ENTERPRISE CONSULTING PARTNER AGREEMENT
This Non-Exclusive Enterprise Consulting Partner Agreement ("Agreement") is
entered into between Xxxxxx Associates, Inc., dba Xxxxxx Software ("Xxxxxx"),
a Minnesota corporation with its principal offices located at 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000 and The Hunter Group, Inc., a Maryland
corporation, with its principal offices located at 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, XX 00000 ("Hunter"), (collectively, "the Parties").
The "Effective Date" shall mean the date when authorized representatives of
both Xxxxxx and Xxxxxx have signed this Agreement as indicated at the end of
this Agreement in the space marked "Date" below Xxxxxx'x signature to this
Agreement.
SECTION 1.0 Intent Of The Agreement.
It is Xxxxxx'x and Xxxxxx'x desire to increase services and product revenue
by developing a Xxxxxx Software services practice, and to increase the
knowledge and experience base of Hunter's consultants with regard to Xxxxxx'x
products. Services included under this Agreement shall include, but not be
limited to, * ("Services").
SECTION 2.0 Conditions Of the Understanding.
2.1 Software License
Upon execution of a Xxxxxx Non-Exclusive License Agreement for Business
Partners ("License"), for a single site, between the parties, Xxxxxx shall
deliver to Hunter the Xxxxxx software programs, the Xxxxxx source or object
code related to those software programs, and the Xxxxxx documentation
applicable to the software programs, necessary to provide the aforementioned
services for Xxxxxx'x Customers. The Xxxxxx software programs, documentation,
and maintenance and support thereof shall be *
2.2 Software Support
*
2.3 Standard Education
2.3.1 Hunter shall commit to a minimum number of * consultants who
shall become trained on the Xxxxxx Products within * of the
Effective Date of this Agreement. Training shall be offered at the facility
Xxxxxx may designate and, on a best efforts basis, at a location convenient
to Hunter. Training shall be provided by Xxxxxx to Xxxxxx, at a Xxxxxx site,
*
2.3.2 Should Hunter request training at an Hunter site, such training
shall be provided by Xxxxxx *
2.3.3 If Hunter and Xxxxxx determine that Xxxxxx standard training
curricula are inappropriate for the purposes of Hunter, Lawson agrees to
assist Hunter in the development of curricula specific to Hunter's needs.
Such training shall be provided by Xxxxxx to Xxxxxx, at a Xxxxxx site, *
2.4 Business Referrals
Both parties agree to include the other party, where appropriate and
practical, in opportunities involving each other's potential customers or
customers. Should either Party identify a potential customer for the other
Party's products or services, it is at the identifying Party's sole
discretion whether or not to notify the other Party regarding the potential
customer. Should the other Party be notified, it is at that Party's sole
discretion whether or not to pursue the opportunity.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 1 of 5
*
2.5 Prime/Subcontractor Relationship
Each Party normally shall contract for its own products or services directly
with the customer. In selected instances, a Party's customer may insist on
the other Party serving as the prime contractor (Prime). In these
circumstances the Prime shall contract for the products or services directly
with the customer and subcontract the applicable products or services to the
other Party (Subcontractor).
The Prime shall be entitled to an administrative and management fee (Prime
Contractor's Fee) equal to * per cent of the collected fees for the
subcontracted product or services. The Subcontractor's fees shall be paid out
of the proceeds actually received by the Prime and shall be due *
after the end of the month in which the proceeds were actually received
by the Prime. However, the responsibility and risk for payment shall remain
with the Subcontractor.
2.6 Marketing
Both Parties shall jointly approve a joint press release or any separate
press releases upon acceptance of this Agreement. For the purposes of
promoting the relationship between the Parties, Xxxxxx shall develop, with
the assistance of Hunter, joint sales tools and marketing collateral, success
stories, best practices seminars, speaking engagements, etc. The extent of
Xxxxxx'x commitment to the marketing effort, financial or otherwise, shall be
based on mutually agreed upon marketing objectives.
Each Party shall participate in the other party's internal training and
promotional events to increase the awareness, knowledge and expertise of the
party's sales and consulting personnel.
2.7 Relationship Management
Each Party shall appoint a relationship manager ("Manager") who shall be
responsible for the coordination of the activities between the Parties. The
Managers shall also be responsible for the development of a joint marketing
plan ("Plan"). Such Plan to be completed and approved by both Parties within
sixty (60) days of the execution of this Agreement. The Managers shall meet
quarterly to discuss the Plan and to review programs previously implemented
as well as to assess new program opportunities with respect to the Plan.
2.8 Project Implementation
*
SECTION 3.0 Relationship Of The Parties.
The Parties shall act as independent contractors in the performance of this
Agreement. This Agreement does not create a legal partnership or joint
venture between the Parties hereto, or the relationship of employer and
employee or of principal and agent, and neither Party shall represent
otherwise to a third Party. Neither Party shall act as agent for or legal
partner of the other Party for any purpose whatsoever, and the employees of
one Party shall not be deemed to be employees of the other Party. Each Party
is solely responsible for establishing the prices for its own products,
services and associated deliverables.
Nothing in this Agreement shall be construed to grant either Xxxxxx or Xxxxxx
the right to make commitments of any kind for or on behalf of the other party
and neither Party shall have any power, right, or authority to bind the other
Party or to assume or to create any obligation or responsibility, whether
express or implied on the behalf of the other Party unless previously
authorized by such other Party in writing.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 2 of 5
SECTION 4.0 Indemnification And Liability Limit.
*
SECTION 5.0 Protection of Confidential Information.
The Parties acknowledge, understand and agree that, whether developed by
either Party or others employed by or associated with either Party, all
Confidential Information exchanged between the Parties or which may become
known by the Parties, is the exclusive and confidential property of the
originator of such Confidential Information and shall be at all times
regarded, treated and protected as such in accordance with this Agreement.
Failure to xxxx any writing confidential shall not affect the confidential
nature of such writing or the information contained therein.
SECTION 6.0 Term And Termination.
The term of this Agreement shall commence as of the Effective Date, and shall
continue uninterrupted unless sooner terminated by either of the Parties, in
writing, at least sixty (60) days prior to the termination date.
SECTION 7.0 Territory.
The territory under this Agreement shall be world-wide unless amended in an
addendum to this Agreement.
SECTION 8.0*
IN WITNESS WHEREOF, the Parties have accepted the terms of this Agreement as
of the Effective Date.
For XXXXXX ASSOCIATES, INC. For
/s/ Xxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------- --------------------------------
(Authorized Signature) (Authorized Signature)
VP of Channels & Alliances Xxxxxx X. Xxxxxxxxx
---------------------------------- --------------------------------
(Printed Name) (Printed Name)
Xxxx Xxxxxxxx Senior Vice President
---------------------------------- --------------------------------
(Title) (Title)
4/10/97 April 4, 1997
---------------------------------- --------------------------------
(Date) (Date)
Exhibit: Attached
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 3 of 5
EXHIBIT A
CO-MARKETING CREDITS
1. CO-MARKETING CREDITS
--------------------
Hunter may, in the course of marketing or licensing its respective products
and services, identify a company which is not an existing licensee or
prospect of Xxxxxx, or is not a subsidiary or affiliate of a licensee or
prospect of Xxxxxx ("Candidate"). Hunter may notify Xxxxxx'x Strategic
Account Manager in writing of such Candidate, giving particulars as to the
name, title, telephone number and address of the Candidate, as well as the
potential area of interest and other pertinent information required on a
referral form similar to that attached to this Exhibit. Xxxxxx shall have the
unqualified right to accept or reject a Candidate. *
2. PAYMENT
-------
*
THIS EXHIBIT DOES NOT GIVE EITHER PARTY ANY AUTHORITY TO MAKE REPRESENTATIONS
ON BEHALF OF OR BIND THE OTHER PARTY.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 4 of 5
REFERRAL FORM
FAX TO: Xxxxxx Software Attn. Xxxxx Xxxxxxxxx @ 000-000-0000
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PROSPECT
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(Company)
------------------------------- ----------------------- ------ --------------
(Street) (City (State) (Zip Code)
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(Telephone) (Fax)
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PROSPECT CONTACT(S)
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(Name) (Title)
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(Name) (Title)
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(Name) (Title)
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PROSPECT DEMOGRAPHICS
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(Annual Sales) (Number of Employees) (Industry Description)
Time Frame: 0-3 mos ( ) 3-6 mos ( ) 6-12 mos ( ) 12+mos ( )
Multi-National: Yes( ) No( ) Multi-Site: Yes( ) No( )
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REQUIRED APPLICATION(S)
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EXISTING HARDWARE
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(Manufacturer) (Model)
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PROPOSED HARDWARE
------------------------------ -------------------------------
(Manufacturer) (Model)
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(Manufacturer) (Model)
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PROPOSED DATABASE(S)
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COMPETITORS
--------------------- ------------------- -------------------
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COMMENTS
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REFERRED BY: ACCEPTED BY Xxxxxx SOFTWARE INC.
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(Company)
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(Signature) (Signature)
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(Printed Name) (Printed Name)
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(Title) (Title)
Ext.
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(Telephone) (Fax) (Telephone) (Fax)
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(Date) (Date)
Page 5 of 5
ADDENDUM
TO
XXXXXX ENTERPRISE CONSULTING PARTNER AGREEMENT
This Addendum ("Addendum") modifies the Xxxxxx Software Enterprise Consulting
Partner Agreement ("Agreement") entered into between Xxxxxx Associates, Inc.
dba Xxxxxx Software ("Xxxxxx") and the undersigned, and is effective as of
the date signed by Xxxxxx. All of the capitalized terms not otherwise defined
in this Addendum have the same respective meanings as contained in the
Agreement. The following sections or paragraphs replace or are in addition to
the respective sections or paragraphs contained in the Agreement. The
sections or paragraphs of the Agreement that are not expressly replaced by
this Addendum shall remain in effect pursuant to their terms.
1.0 Section 2.1 Of the Agreement shall be deleted in its entirety and
replaced with the following:
Upon execution of a Xxxxxx Non-Exclusive License Agreement for Business
Partners ("License"), for a single site, between the Parties, Xxxxxx shall
deliver to Hunter the software programs, the source or object code related to
those software programs, and the documentation applicable to the software
programs, for the current release of the products under the License. The
Xxxxxx-owned software programs, documentation, and maintenance and support
thereof shall be *
2.0 The second paragraph of Section 2.4 of the Agreement shall be deleted in
its entirety; its related Exhibit A, and its attachment, shall be removed and
not considered part of the Agreement.
3.0 The second paragraph of Section 2.8 of the Agreement shall be deleted in
its entirety and replaced with the following two (2) paragraphs:
*
For XXXXXX ASSOCIATES, INC. For
/s/ Xxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------- --------------------------------
(Authorized Signature) (Authorized Signature)
Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxxxx
---------------------------------- --------------------------------
(Printed Name) (Printed Name)
VP of Channels & Alliances Senior Vice President
---------------------------------- --------------------------------
(Title) (Title)
4/10/97 April 4, 1997
---------------------------------- --------------------------------
(Date) (Date)
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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