COOPERATION AGREEMENT
This COOPERATION AGREEMENT, dated as of 9/7,1995, by and between MICROSOFT
CORPORATION ("Microsoft") a Washington corporation, with its principal offices
located at Xxx Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000, and OBJECTSOFT
CORPORATION ("ObjectSoft"), a New Jersey corporation, with an office at 00 X.
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
WHEREAS, Microsoft has developed a technology known as OLE for
creating interoperable components;
WHEREAS, ObjectSoft is engaged in the business of providing
OLEBroker, an on-line newsletter and brokerage service for "objects" built in
support of Microsoft's OLE technology (collectively, the "Service"); and
WHEREAS, Microsoft and ObjectSoft have agreed to the following with
respect to the Service.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. DUTIES OF MICROSOFT. Microsoft shall undertake the
following duties with respect to the Service:
(a) At no charge to ObjectSoft, insert coupons
soliciting subscription for the Service in the United States distribution of
Version 4.0 of Microsoft Visual Basic and Microsoft Access Development Toolkit
("Microsoft Software"), and print and distribute coupons, from films prepared by
ObjectSoft for copies of Microsoft Visual Basic 4.0 and Microsoft Access
Development Toolkit distributed outside the United States. ObjectSoft shall
collect the response cards and shall have the right to use the names and
addresses of respondents for promotion of its OLE Broker service. Respondent
names originating from the Microsoft Software boxes will not be sold or
distributed to other parties without written consent from Microsoft.
(b) Microsoft will supply database of registered
users of the Microsoft Software ("Reg Base") to a third party mail house for the
purpose of and ObjectSoft driven direct mail campaign promoting OLE Broker. The
Reg Base will include the entire Reg Base and second and third databases of more
recent registrations will be sent for two subsequent update mailings, which
mailings shall be conducted quarterly during the initial term of this Agreement.
Respondent names originating from the Microsoft lists will not be sold or
distributed to other parties without written consent from Microsoft. At no time
shall ObjectSoft have direct access to the Reg Base.
(c) Provide ObjectSoft with machine-readable copies
in Rich Text Format of the Help files associated with the controls included with
Visual Basic 4.0. Microsoft hereby grants ObjectSoft a non-exclusive, worldwide,
royalty-free right to use and modify such Help files solely in
conjunction with and as part of the Service to make such files searchable and
accessible use by end users of the Service.
(d) Assist ObjectSoft in obtaining press coverage
for the Service and in publicizing this Agreement through press announcements in
Fall, 1995. Make best effort to execute press to ensure press coverage.
(e) Include mention of the Service in the Satellite
broadcast associated with the Microsoft Developer Days (DevDay) conference to be
held on September 12, 1995.
(f) Use commercial best efforts to provide space
for demonstrating the Service in Microsoft's booth at Fall '95 COMDEX, an
industry trade conference, and for demonstrating the Service in between theater
shows.
(g) Microsoft use commercial best efforts to
promote the Service where appropriate to other customer and Solution Provider
segments.
2. DUTIES OF OBJECTSOFT. Except as expressly set forth above,
ObjectSoft shall be responsible for all other responsibilities and activities
with respect to the Service. Without limiting the foregoing ObjectSoft shall:
(a) Set up the web site, including providing the
Microsoft Windows NT system software and hardware, operating the site, and
providing the software for the "browser" service for the object broker database.
(b) Create all editorial for inclusion in the
newsletter portion of the Service.
(c) Perform all duties in connection with the
object database, including but not limited to soliciting listing agreements from
the creators of the objects to list such objects in the database, soliciting
subscriptions, creating the database of objects including the "browser" function
to permit viewing of the objects, and performing all fulfillment services for
licensing of the objects to end users.
(d) Obtain the standard object and disclaimer
license from subscribers to the Service, the form of which shall be subject to
Microsoft's approval.
(e) Obtain fulfillment services for subscribers to
the Service, the costs for which shall be ObjectSoft's responsibility.
(f) Perform all duties in connection with the
direct mail campaigns described in section 1b including responsibility for costs
not related to the delivery of database names to the mailhouse.
3. In return for the performance of Microsoft's duties set
forth above, ObjectSoft agrees that Microsoft shall be entitled to an
advertisement on the OLE Broker home page at no charge, the content of which
shall be provided by Microsoft, to 100 subscriptions to OLE Broker without
charge, and to a discounted rate for additional subscriptions at a rate of the
lower of $65.00 per year, or the lowest rate charged to anyone else.
4. ObjectSoft shall indemnify and hold harmless Microsoft
against any and all third party claims, judgments, liabilities, costs and
expenses (including reasonable attorneys' fees) resulting from: (a) any breach
by ObjectSoft of this Agreement or any of its obligations hereunder, (b) any
defects in any of the objects listed in the Service or licensed to third parties
through the Service, (c) any claims of infringement by the Service or its
contents of copyright, patent, trademark or proprietary information of any third
party, including but not limited to claims resulting from objects listed with
the Service, or (d) resulting from or in any way connected with use of the
Service by subscribers.
5. (a) Microsoft shall indemnify and hold harmless
ObjectSoft against any and all third party claims, judgments, liabilities, costs
and expenses (including reasonable attorneys' fees) resulting from: (a) any
breach by Microsoft of this Agreement or any of its obligations hereunder, or
(b) any claims of infringement of trademark of any third party resulting from
ObjectSoft's running of Microsoft's advertisment, provided, however, that
Microsoft shall have approved such use in advance.
(b) MICROSOFT EXPRESSLY DISCLAIMS ANY WARRANTY FOR
THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS"
WITHOUT WARRANTY OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE ENTIRE RISK ARISNG OUT OF USE OF PERFORMANCE OF THE
SOFTWARE REMAINS WITH OBJECTSOFT.
(c) IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THIS
MICROSOFT PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. The provisions set forth above in Sections 4 and 5 shall
survive termination or expiration of this Agreement.
7. The initial term of this Agreement shall be for a period
of one year from the date hereof. At the end of the initial term, the parties
may renew this Agreement for successive one (1) years terms upon written
agreement of the parties at least two (2) months prior to the expiration of the
then-current term. This Agreement may also be terminated upon written notice by
the non-breaching party in the event of a breach by the other party of its
obligations pursuant to this Agreement, which breach is not cured within a
reasonable time after receipt of notice of such breach.
8. The parties acknowledges that, except with respect to the
items set forth above, the other party shall have no further obligations with
respect to the Service unless and until the negotiation and execution by both
parties of a subsequent agreement in writing outlining the parties' respective
duties with respect to the Service. The parties acknowledge that this Agreement
contains the entire agreement of the parties with respect to the Service as of
the date hereof, and supersedes any and all prior agreements.
9. The parties hereto are independent contractors, and
nothing contained herein shall be deemed to create a partnership, agency or
employment relationship. Neither party hereto shall have the power to act in the
name of, on behalf of, or incur any obligation binding upon the other party.
Neither party hereto shall acquire an interest in the business or operations of
the other by virtue of performance of its duties pursuant to this Agreement or
otherwise.
10. This Agreement shall be governed by the laws of the State
of Washington as though entered into between Washington residents and to be
performed entirely within the State of Washington. In any action or suit to
enforce any right or remedy under this Agreement or to interpret any provision
of this Agreement, the prevailing party shall be entitled to recover its costs,
including reasonable attorneys' fees.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first set forth above.
OBJECTSOFT CORPORATION MICROSOFT CORPORATION
By: /s/ XXXXX X. X. XXXXX By: /s/ XXXX XXXXX
---------------------------- ----------------------------
Xxxxx X. X. Xxxxx Xxxx Xxxxx
Chairman Product Manager
