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EXHIBIT 10.10
September 15, 1999
Xx. Xxxxxx Xxxxx
CFO
Calico Commerce, Inc.
000 Xxxx Xxx Xxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
Dear Art:
Over the past few months, our firms have worked toward creating a comprehensive
and robust relationship that we each believe will benefit our respective
businesses. In our discussions, we have outlined an arrangement whereby Calico
will commit to purchase a specified minimum level of consulting services from
Xxxxxxxx Consulting over the course of the next eighteen months and we will
enter into a joint marketing alliance to market Calico's software and Xxxxxxxx
Consulting's integration services.
This letter documents more specifically our agreement with respect to Calico's
purchase of consulting services. Under this arrangement, Calico agrees to
engage Xxxxxxxx Consulting to provide a minimum $1 million of consulting
services over the following eighteen month period (the "Service Period"). The
specifics of scope of work and costs will be documented in separate
arrangements discussed below. The total Xxxxxxxx Consulting xxxxxxxx arranged
for under this agreement will be a minimum of $1 million including both fees
and any of our out of pocket expenses. These services provided to Calico, will
be priced reflecting a customary discount from our standard rates that we would
offer our other large clients performing similar types of work. This letter is
a binding commitment on Calico to arrange for these services, or pay Xxxxxxxx
Consulting the difference between total xxxxxxxx under this arrangement and $1
million at the time the Service Period concludes or, if earlier, at the time
you terminate the Consulting Services Agreement (as defined below).
These services will be performed under the terms of our Consulting Services
Agreement dated September 15, 1999. We will work with you and your management
team to determine the specific nature of these services. A detailed description
of the scope of our services will be contained in arrangement letters to which
we will both agree prior to the commencement of any work. Each arrangement
letter will be subject to the terms of the Consulting Services Agreement.
The kinds of services we would expect to provide under these arrangements
include creation of prototypes and demos for external presentations,
development of training
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materials and potentially conducts of the training, product testing, and other
activities to support Calico's product releases. In addition, Calico may
determine that we should work on projects related to the development and
deployment of your business capabilities, for example, deployment of business
systems, planning and analysis work related to marketing, deployment of
technology infrastructure to support your business activities, etc. We do not
expect that we would be involved in Calico's product development, where the
results of our work would be a material element in a product that Calico sells
and licenses.
Under the joint Marketing Alliance, Xxxxxxxx Consulting will acquire rights to
market integration services related to Calico's software and Calico will
promote Xxxxxxxx Consulting as the preferred integrator of Calico software
solutions. We will prepare and update on approximately a semi-annual basis a
plan that sets forth in detail the actions of the parties intended to further
the goals of alliance.
Xxxxxxxx Consulting has also indicated its interest in purchasing $4 million of
Calico's Common Stock in Calico's initial public offering ("IPO"). If Xxxxxxxx
Consulting purchases that amount of Common Stock in the IPO, Xxxxxxxx
Consulting would expect to have a mutually agreed upon representative elected
to Calico's Board of Directors.
Sincerely,
/s/ XXXXXX XXXXXXXX
Xxxxxxxx Consulting, LLP
Xxxxxx Xxxxxxxx
Partner
Agreed and accepted:
CALICO COMMERCE, INC.
By: /s/ [SIGNATURE ILLEGIBLE]
-----------------------------
Name: [ILLEGIBLE]
Title: EVP & COO
Date: 9/16/99
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