VeriSign
0000 XXXXX XXXXXX
XXXXXXXX XXXX, XX 00000
PHONE: (000) 000-0000 FAX: (000) 000-0000
WEB: xxx.xxxxxxxx.xxx
ISV MEMORANDUM OF UNDERSTANDING
--------------------------------------------------------------------------------
MEMORANDUM OF UNDERSTANDING
--------------------------------------------------------------------------------
This Memorandum of Understanding ("MOU") is entered into as of February 17, 1999
(the effective date) by VeriSign, Inc., a Delaware corporation with its
principal place of business at 0000 Xxxxxxxxx Xxx, Xxxxxxxx Xxxx, XX 00000
("VeriSign") and KeyNote Corporation ("Keynote"), a Delaware Corporation with
its principal place of business at Two West Fifth Avenue, San Mateo, CA 94402.
Collectively, all parties involved shall be referred to as the "Companies". This
MOU is the first step towards a Joint Marketing and Development Agreement
between the Companies. The purpose of the MOU and Joint Marketing and
Development Agreement is to formalize the relationship between the companies and
demonstrate a commitment to developing a structure for enabling the sales and
support of Keynote products to VeriSign customers, and for enabling the
marketing of Keynote Products through VeriSign sales channels.
1. Recitals
Whereas: VeriSign and Keynote both provide products and services for the web
commerce market, and
Whereas: VeriSign has an installed base of over 100,000 web commerce sites, and
has put in place a set of outbound marketing programs intended to generate an
additional 100,000 to 200,000 units in sales in 1999 and,
Whereas: Keynote has developed a performance monitoring service which could be
marketed to VeriSign Secure Server ID and Global Server ID customers
Whereas: VeriSign intends to introduce a set of tiered Value Packages in Q 1 of
1999 which are intended to provide value-added offerings to our higher end
customers and which are intended to result in incremental revenues for VeriSign
Whereas: VeriSign also has on-going communications with existing customers via
quarterly newsletters, lifecycle messages, and the soon-to-be established
Security Channel
Whereas: Keynote seeks access to VeriSign's customer base and seeks to avoid
duplicating the expense of developing direct outbound marketing campaigns to
customers
NOW THEREFORE, the Companies agree as follows:
2. TERM OF AGREEMENT
The term of this agreement will be for two years. Upon agreement of all parties,
this agreement will either: (1) continue with a series of one year extensions;
or (2) be terminated upon the signing of a Joint Marketing and Development
Agreement. All companies will work together in good faith to execute a Joint
Marketing an Development Agreement within two months of the signing of this MOU.
3. DEFINITIONS
3.1 PERSPECTIVE
The Keynote service which provides performance monitoring of a given URL from
multiple agents around the country and the world
-------------------------------------------------------------------------------
1
3.2 LIFELINE
A Keynote service which provides performance monitoring of a given URL from a
single agent
3.3 TIERED VALUE PACKAGES:
Generic term for a VeriSign offering which includes a VeriSign Secure Server 1D
or Global Server ID and one or more value added offerings, such as NetSure,
training, expedited delivery, or Keynote Performance Monitoring
3.4 SECURITY CHANNEL:
Generic term for a VeriSign web site, promoted through Netscape/AOL, which is
expected to focus on security related issues and is expected to have a large
viewing audience.
4. Commitments
4.1 Products:
Keynote will grant VeriSign a non- exclusive license to re-sell a one-month
duration customized version of Keynote's 10 City Perspective and 25 City
Perspective products to VeriSign customers as an integrated part of a VeriSign
product offering.
The 10 cities from which measurements will be made in the Keynote 10 City
Introductory Perspective service can include up to 2 international locations,
the 25 City Introductory Perspective can include up to 4 international locations
Keynote will also grant VeriSign a non-exclusive right to re-sell Keynote
Lifeline, a single agent service sold in 1-year subscriptions.
4.2 DIRECT SALES AS PART OF TIERED VALUE PACKAGE:
4.2.1 Tiered Value Package Offerings
VeriSign will resell Keynote services as a part of Tiered Value Packaged
offerings for VeriSign's Class 3 Secure Server and Global Server ID products.
VeriSign anticipates that at least one Tiered Value Package offering will
include the introductory version of 10 City Perspective and that at least one
Tiered Value Package offering will include an introductory version of 25 City
Perspective. VeriSign will not specify a particular price for the Keynote
portion of the Tiered Value Package offering to the customer. However, VeriSign
and Keynote will jointly assign a value to the Keynote portion of the offering
which is equal to Keynote's published list price.
4.2.2 Registration Mechanism
1. When selling Keynote products as part of the Tiered Value Package offering,
VeriSign will be responsible for educating, selling, and registering the
customer. Keynote will be responsible for establishing a customer account
upon receipt of appropriately formatted registration information from
VeriSign and for post-sales customer support.
2. All marketing initiatives enacted jointly by VeriSign and Keynote will be
co-branded. In addition, all regular monitoring reports sent to the
customers in the form of e-mails shall be jointly branded.
3. During the registration process, VeriSign will collect all information
necessary for establishing a customer for the Keynote services. In the
case of a lifeline customer, this shall include the following: 1) AII
contact information normally collected for the technical and billing
contacts for VeriSign Class 3 Services 2) The URL which the customer wishes
to have monitored 3) The customer's choice of a single city/agent 4) Up to
3 answers to jointly agreed upon demographic questions (e.g. size of
company, average number of website visitors, etc.).
4. In the case of a Perspective customer, collected information shall include
1) AII contact information normally collected for the technical and billing
contacts for VeriSign Class 3 Services 2) The URL which the customer wishes
to have monitored 3) answers to jointly agreed upon demographic questions
(e.g. size of company, average number of website visitors, etc.)
-------------------------------------------------------------------------------
2
5. VeriSign will provide to Keynote new subscription reports, in an
appropriately defined format, which provides all information described
above. Within 2 business days of the receipt of that report, Keynote will
establish the customer account and deliver to the customer, via e-mail, a
user name and password for accessing the account
4.2.3 Sales Support
Keynote will create appropriate web pages to which customers can be directed to
view samples of the service.
Keynote will also provide 3 days of training to VeriSign's internet sales team.
One Keynote salesperson will be assigned to the VeriSign account.
4.2.4 Customer support
1. Keynote will provide VeriSign with appropriate customer support
documentation and FAQ's for use, at VeriSign's discretion, in supporting
customers with Keynote-related issues.
2. Keynote will establish a dedicated customer support line which shall be
available from 6:00 am to 6:00 pm PST Monday through Friday. VeriSign will
transfer customers with Keynote related concerns to that number. In
addition, VeriSign shall provide a link to that number as an option on
VeriSign's Automated Call Distribution (ACD) system.
3. Service Level Agreement: Keynote will ensure that VeriSign customers of
Keynote service enjoy service levels which are equal to or better than
those of Keynote's regular, commercial customers. At the time of the
writing of the contract, availability for Perspective customers is 90%, and
shall not drop below this level.
4.2.5 Warranty
In the event that a VeriSign customer requests a refund due to dissatisfaction
with Keynote Lifeline, VeriSign will offer that customer a refund of 100% of the
pro-rated remainder of the subscription cost of the offering. Keynote shall
repay VeriSign 5O% of this cost.
4.2.6 Subsequent Purchase by Keynote Customers
1. It is assumed that Keynote will attempt to up-sell Introductory Perspective
customers to the full service. Keynote will track all such purchases and
provide VeriSign with quarterly reports showing such sales and pay VeriSign
such fees as are defined in section 4.4.3. Any such campaigns must be
coordinated with VeriSign, and must include reasonable mechanisms for
protecting consumer privacy.
2. Keynote may also attempt to up-sell Lifeline customers to Perspective after
30 days. Keynote will track all such purchases and provide VeriSign with
quarterly reports showing such sales and pay VeriSign such fees as are
defined in section 4.4.2. Any such campaigns must be coordinated with
VeriSign, and must include reasonable mechanisms for protecting consumer
privacy.
3. VeriSign will renew for Lifeline when the annual-subscription expires.
4.3 OTHER SALES MECHANISMS
VeriSign will promote the Keynote product as part of regular communications with
customers (e.g. quarterly newsletters) and through the soon-to-be established
Security Channel. Such communications will result in leads for Keynote, which
will be directly tracked. Keynote will pay VeriSign for such leads according to
the fee schedule below. In such cases, Keynote will pay VeriSign directly for
the lead, but will assume all subsequent sales and support responsibility.
-------------------------------------------------------------------------------
3
4.4 FEES
4.4.1 One-time recoverable set-up fees.
To implement the product offerings fundamental to this program, Keynote will
construct a network of 5O measurement agents in 25 cities in the USA and
International, and establish the management processes inherent in generating and
providing the measurements.
This implies that Keynote both has a substantial upfront expenditure to create
the network of agents and processes, and the need that the agents measure enough
customer URLs to cover their operating costs.
VeriSign will thus make available to Keynote a $250,000 advance prior to
activation of the program. Keynote will repay VeriSign by allocating 100% each
month of the revenue payments due from VeriSign to Keynote under 4.4.3 below, up
to a monthly maximum of $250,000 divided by 24 months - e.g. $10,417 per month.
If the program is generating at least 500 Introductory Perspective sales per
month within 6 months from inception, VeriSign will advance a further $25O,000
to Keynote, to be repaid by Keynote allowing VeriSign to deduct from its monthly
payments to Keynote the sum of $250,000 divided by the number of months
remaining in the contract. If it is not generating such volumes, Keynote
reserves the right to trim its agent infrastructure to ensure that its
measurement costs stay in line with usage.
In the event that the program is not generating at least 100 Introductory
Perspective sales per month within 6 months from inception, either of the
parties may elect to terminate this agreement, by providing 60 days advance
notice in writing to the other party. In the event of such termination,
VeriSign shall be entitled to recover the balance of the $250,000 ratably over
the remainder of the term.
4.4.2 Direct Sales of Lifeline
VeriSign has the right to resell a one-year subscription to Keynote Lifeline
as a standalone offering not included in a VeriSign Tiered Product offering.
The list price for a one-year subscription to Keynote Lifeline is $695.
Keynote will sell the one-year subscription to VeriSign for resale for
$347.50 thereby providing VeriSign with a 50% reseller discount. In the
event that a Lifeline customer renews through VeriSign for subsequent years,
the 50% discount will apply to the then current Keynote list price for
Lifeline at the time of renewal.
This progress on Lifeline sales will be reviewed after 6 months. If at that
time VeriSign is paying Keynote more than $100,000 per month in reseller
revenues for the Lifeline service the discount will be increased to 57%. If
VeriSign is paying Keynote less than $34,750 per month in reseller revenues
for the Lifeline service Keynote and VeriSign will in good faith renegotiate
the discount and or volume commitments.
4.4.3 Trial Sales of Perspective
To enable VeriSign to offer the Introductory Perspective product as part of
the tiered offering, VeriSign will pay Keynote the Keynote costs of $50 per
10 city subscription and $100 per 25 city subscription to implement this
offering.
In the event that Keynote converts this customer into a paying Perspective
customer during the life of the VeriSign-bundled introductory Perspective
subscription or within 30 days beyond, Keynote will pay VeriSign a onetime
conversion bounty of $1,400.
4.4.5 Most Favored Customer
If Keynote makes available a similar service with better terms to any customer,
Keynote shall provide VeriSign with such better terms on a going forward basis
for the remainder of the agreement period.
The current list price of a month Keynote 10 city Perspective is $295 and the
current list price for a one month 25 city Perspective Service is $495.
Should Keynote take actions to reduce the value of these services (e.g. by
offering a free one month trial directly on their site or through other
channels), Keynote and VeriSign will work together in good faith to preserve
the value of the VeriSign Tiered Value Packages by making available to
VeriSign new services. These new services will have values of $295 and $495,
at a cost to VeriSign of $50 and $100 respectively.
-------------------------------------------------------------------------------
4
4.4.6 In the event that Keynote converts a VeriSign-bundled Lifeline
customer into a paying Perspective customer during the life of the
VeriSign-bundled Webline subscription or within 30 days beyond, Keynote will
pay VeriSign a one-time conversion bounty of $1,400.
1. VeriSign and Keynote will work together to define a set of programs
(involving lifecycle messaging, use of the security channel, etc.) for
generating leads for Keynote.
2. In the event that a program generates leads for Perspective, Keynote will
pay VeriSign $150 for each lead which converts into a paying customer
within 90 days of receipt of the lead.
4.5 NON-COMPETE
For the term of this MOU, Keynote will not enter into a similar agreement
involving the bundling of Keynote services with PKI products and services with
other companies offering competitive Public Key Infrastructure (PKI) products
and services, such as:
1. GTE Cybertrust
2. Thawte
3. IBM/Equifax
4. BelSign
5. Entrust
6. Xcert
7. Valicert
4.6 OTHER COMMITMENTS
1. Each party shall bear its own expenses in connection with the preparation
of this MOU and the Marketing and Services Agreement, unless otherwise
expressly noted.
2. Keynote and VeriSign will engage in good-faith negotiations to extend the
agreement to VeriSign distribution partners, including ISPs and VeriSign
International partners, in a manner that meets the corporate business
objectives of both parties.
3. All Companies may assign this Agreement as part of a merger, acquisition,
or reorganization, or sale of all or substantially all its assets. Such
assignment shall require 30 days written notice to all parties to this
agreement.
4. The terms and conditions contained in the various Nondisclosure Agreements
entered into by the parties shall govern discussions between the parties
relating to this MOU.
5. Any notice required to be given shall be either (a) personally delivered;
(b) transmitted by postage prepaid certified mail, return receipt
requested; or (c) transmitted by nationally-recognized private express
courier to the addresses shown above (or new address provided in accordance
with this section), and shall be deemed to have been given on the date of
receipt of delivered personally, or two days after deposit in mail or
express courier.
6. This MOU shall be construed and governed in accordance with the laws of the
State of California.
7. This MOU will terminate on the occurrence of the earliest of the following:
(a) the parties enter into the Marketing and Services Agreement or (b) 2
years shall have passed from the effective date and one or more parties
have provided written notice of their intent not to exceed this agreement.
8. This MOU constitutes the entire agreement of the parties with respect to
its subject matter. No modification of this MOU will be binding on the
parties unless it is in writing and signed by authorized representatives of
both parties. Nothing herein contains shall be construed to create a joint
venture agency or partnership, or to authorize any party as an agent or
representative for the other party.
-------------------------------------------------------------------------------
5
IN WITNESS WHEREOF, the parties by their duly authorized officers, have executed
this Memorandum of Understanding as of the Effective Date.
VERSIGN:
VERISIGN, INC.
COMPANY
DELAWARE
STATE OF INCORPORATION
-----------------------------
Signed Date
-----------------------------
Title
KEYNOTE:
-----------------------------
Company
-----------------------------
State of Incorporation
-----------------------------
Title
-------------------------------------------------------------------------------
6
