EXHIBIT 10.25
The terms and conditions of this document, all attachments and any future
amendments or addenda are Confidential Information and may not be disclosed,
reproduced or reprinted by CRI, without the express prior written consent
of Greenfield Online, Inc.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
GREENFIELD ONLINE, INC.
&
CRI
FIELDSOURCE(R) AGREEMENT
This Agreement (the "Agreement"), dated this 31st day of October, 2001,
is by and between the FieldSource(R) division of Greenfield Online, Inc., a
Delaware corporation with its principal place of business at 00 Xxxxx Xxxx,
Xxxxxx, XX ("FieldSource"), and Custom Research Inc., a Minnesota corporation
with its principal offices at 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx
("CRI").
RECITALS
WHEREAS, The FieldSource division of Greenfield Online, Inc. is engaged in the
businesses of (i) providing access to the Greenfield Online array of
Internet-based consumer panels, and other sources of survey respondents (as they
exist from time to time, the "Sample Sources"), to others for a fee, and (ii)
providing access on a co-branded or OEM basis to Greenfield Online's proprietary
research technologies and techniques such as FocusChat(R) and MindStorm(R) (the
"Proprietary Products") ; and
WHEREAS, CRI is in the business of providing custom research services; and,
WHEREAS, CRI and FieldSource desire to enter into an agreement governing the
terms of CRI's access to the Sample Sources and Proprietary Products via
FieldSource.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1. Description of Services. FieldSource will provide CRI with the
following Services:
1.1. Full Service. FieldSource will provide CRI access to
Greenfield Online's Sample Sources through a dedicated team of
FieldSource Client Services staff. Staff will include a
relationship manager, senior researcher, and project director
members. FieldSource shall program CRI's research surveys and
distribute invitations to the appropriate sample source (e.g.,
Greenfield Online's online panels and other sample sources or
sample sources supplied by CRI), gather the quantitative
marketing research data and deliver it in untabulated form to
CRI (the Full Service offering and/or the Sample Delivery
offering shall be known as the "Services"). FieldSource
reserves the right to reject any survey on the grounds that it
contains profane, obscene, discriminatory, or otherwise
objectionable material. The Services shall be subject to
FieldSource's Privacy Policy as published on its website from
time to time. Each individual survey will be the subject of a
written addendum which shall incorporate the terms of this
Agreement and which will contain terms regarding sample size,
incidence, delivery time, price, and other deliverables.
1.2. Sample Delivery. FieldSource will direct appropriate potential
survey respondents (each individually a "Potential Respondent"
and together the "Potential Respondents" or "Sample") to
surveys programmed and hosted on CRI's computer systems and
servers, or on the computer systems and servers maintained by
others but under CRI's control, (the "Sample Services").
FieldSource's obligation to direct Sample to CRI surveys is
subject to its determination that it has sufficient
appropriate Sample and that it can meet the delivery and other
terms established by CRI as well as CRI's compliance with the
provisions Section 1.3. Each instance where CRI orders the
Sample Services will be the subject of a written addendum
which shall incorporate the terms of this Agreement.
1.3. Performance Covenants. During the Term of this Agreement, CRI
agrees to maintain the following guidelines and practices
during the conduct of any such survey using the Sample
Services.
1.3.1. Approval of Surveys. Prior to the delivery of any
Potential Respondents, FieldSource must review and
approve each survey for which it will supply Sample.
FieldSource reserves the right to reject any survey
on the grounds that it is too long or complex,
contains profane, obscene, hateful, discriminatory,
or otherwise objectionable material, or otherwise
fails to meet the guidelines, rules, or regulations
published by FieldSource from time to time.
1.3.2. Approval of Incentive Program. Prior to the delivery
of any Potential Respondents, FieldSource must review
and approve the incentive program for each survey.
FieldSource reserves the right to reject any survey
on the grounds that in its opinion the incentive
offered to Potential Respondents is insufficient to
attract qualified respondents.
1.3.3. Qualification and Return of Respondents. As
FieldSource directs Potential Respondents to CRI
surveys it will mask their email address and attach a
unique Respondent identification number. GFOL can
pass over a unique ID containing screeing information
and/or other data. All CRI surveys must qualify each
Potential Respondent within the [****]. In the case
of the Full Service, Greenfield Online will qualify
respondents. All Respondents who do not qualify will
be immediately routed back to a URL designated by
FieldSource. All Respondents who complete a CRI
survey must, at the conclusion of the survey, be
routed back to a URL designated by FieldSource.
1.3.4. Approval of Systems - Uptime. CRI shall disclose the
technical and performance specifications of its
software and computer systems (including the software
and computer systems of others used to conduct the
surveys) so that FieldSource may determine their
capacity and capability. CRI will maintain uptime of
its systems at [****]% at all times when FieldSource
is directing Potential Respondents to CRI.
FieldSource reserves the right to limit the number of
Potential Respondents sent to CRI based on its
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assessment of the capacity of its software and
computer systems. If CRI experiences any downtime or
technical difficulties that result in its systems not
being able to accept Potential Respondents, collect
data, allow Potential Respondents to complete surveys
or in any other way prevent Potential Respondents
from taking and completing surveys (the "Technical
Difficulties"), it shall immediately notify
FieldSource so it may cease directing Sample to CRI.
In any case where CRI fails to notify FieldSource of
any Technical Difficulty within [****] of its
occurrence, CRI will be liable for the cost of Sample
for the entire duration of the Technical Difficulty
by multiplying the number of Potential Respondents
who visited CRI's site during the Technical
Difficulty by one and one half times the estimated
incidence for each study to which they were directed,
provided, however, that if the assumed incidence of
Potential Respondents for any survey affected by a
Technical Difficulty is greater than [****], then
FieldSource will charge CRI for Sample delivered at
the actual incidence.
1.3.5. Real-Time Reporting. CRI shall maintain a system of
"real-time reporting" which shall allow FieldSource
personnel access to CRI's computer systems via the
World Wide Web (or such other method as the parties
may agree) so that they can determine with respect to
each of CRI's surveys: (i) the number of Potential
Respondents that have been directed to each survey,
(ii) the number of Potential Respondents that have
completed each survey, (iii) the number of Potential
Respondents that have taken each survey and whose
profile qualifies their responses as acceptable.
Should CRI's real time reporting systems experience
any downtime or technical difficulties while
FieldSource is delivering Sample to any CRI survey
that results in FieldSource being unable to access
the information required by this Section 1.3.5, then
FieldSource shall have the following options: (a) to
discontinue the delivery of Potential Respondents to
any or all CRI surveys, or (b) to continue to deliver
Potential Respondents to CRI surveys and accept CRI's
subsequent accounting of completed surveys.
1.3.6. No Collection of Personally Identifiable Data. CRI
will not collect or attempt to collect any personally
identifiable information from any Potential
Respondent directed to its sites and surveys by
FieldSource. Personally Identifiable Information
includes any information that would allow CRI to
identify a Potential Respondent at any time in the
future, including, but not limited to, name, address,
and email address. Except as agreed to by FieldSource
in connection with the delivery of incentive payments
and/or product placement studies (subject to the
approval and consent of the participants) to
respondents and with respect to "session cookies,"
CRI will not append cookies or other electronic tags
to the browsers of any Potential Respondent. CRI
shall abide by all CASRO guidelines for online
marketing research as they are promulgated and
amended from time to time.
1.3.7. No Recruitment. CRI shall take no action to recruit
any Potential Respondent into any panel, community,
or group of individuals, online or offline, or take
any action that would allow CRI to contact, or allow
any other party to contact, any Potential Respondent
at any time in the future.
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1.3.8. Generic Survey Template. Prior to FieldSource
directing any Potential Respondents to CRI's surveys,
CRI must (i) remove any and all of its Business Marks
(as such term is defined below) and any reference to
CRI or its subsidiaries from the online survey
template to be viewed by Potential Respondents, such
survey templates to be pre-approved by FieldSource in
its sole and absolute discretion, and (ii) remove any
similar references from the URLs of all of CRI's
surveys.
1.3.9. Help Requests. All help requests initiated by
Potential Respondents must be directed to
xxxx@xxxxxxxxxxxxxxxx.xxx. FieldSource will give CRI
prompt notice of the help requests along with the
nature of the service issues. CRI will designate a
help resource to work with Greenfield Help to address
the service issues raised by these help requests. CRI
will work diligently to address all help requests and
FieldSource reserves the right to stop delivering
Potential Respondents to any and/or all of CRI's
surveys, until the issues which had given rise to the
help requests have been resolved to FieldSource's
satisfaction.
1.3.10. Privacy Policy and COPPA. During the term of this
Agreement, CRI shall develop and maintain a privacy
policy and comply with its terms and the provisions
of the Children's Online Privacy Protection Act and
all other applicable privacy laws, rules, and
regulations.
1.4. Performance Covenants. During the Term of this Agreement,
FieldSource agrees to maintain the guidelines and practices
during the performance of the Services as shown on Exhibit C.
1.5. Proprietary Products. During the Term of this Agreement and
for as long as CRI remains in compliance with its obligations
hereunder, FieldSource will provide CRI access to the
Proprietary Products. The Proprietary Product, type of access
(co-branded or OEM), price, sales quotas, territory and other
terms and conditions will be set out in written addenda to be
attached to and incorporated into this Agreement.
2. Ownership of Panel/Methodologies/Proprietary Products: CRI agrees that
the panel, sample sources software, technology, and research
methodologies used by FieldSource (other than those supplied by CRI or
its clients), to render the Services and the Proprietary Products are
and shall be solely owned by Greenfield Online and CRI shall not
acquire any interest in and to the panel, sample sources, software,
technology or such methodologies as a result of this Agreement. CRI
agrees that during the Term of this Agreement (including any Renewal
Term) and for three (3) years after its expiration, it will not
initiate, participate in, or render assistance in any action or
proceeding to contest, overturn, or invalidate any of Greenfield
Online's intellectual property then existing or developed, including
patents, trademarks, and copyrights.
3. Exclusivity:
3.1 During the Term of this Agreement (the "Term") CRI will
purchase the Services exclusively from FieldSource, subject to the
exceptions described below.
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3.2 CRI shall be entitled to purchase the Services from sources
other than FieldSource if:
3.2.1 CRI's client or other end user specifies that another
source be utilized;
3.2.2 FieldSource is unable to satisfy the project's
requirements, including those related to price, sample size,
incidence, and/or delivery time. If the project's requirements
are subsequently changed CRI must again offer the project to
FieldSource before offering it to another source. In that case
FieldSource must notify CRI that it accepts the revised
requirements within the time exigencies established by the
client's needs, or CRI may offer the project to another
source.
4. Trademark Usage: Should the parties agree to use each others Business
Marks, they will enter into an Addendum to this Agreement.
5. Fees:
5.1. Revenue Commitments:
5.1.1. Minimum Purchases: CRI has committed to purchase no
less than $[****] of Services as described in Section
1, during each year of the Initial Term and each
Renewal Term (the "Minimum Purchase"). For the
purposes of this Section 5 Minimum Purchases shall be
defined as the total cost of Services on the date the
order is placed, adjusted for any later
cancellations, postponements or changes in scope, but
not adjusted for accrual revenue recognition or
timing of invoices or payments. For the purposes of
calculating the Minimum Purchases made during the
first [****] period of the Term, all purchases made
from January 1, 2001 shall be included.
5.1.2. Economic Contingency: If during any year of the Term
CRI anticipates that its yearly purchases of online
marketing research data and services will fall below
$[****], then it shall so notify GFOL. [****].
5.1.3. Discounts: FieldSource shall provide the Services to
CRI at a [****]% discount off the prevailing
FieldSource fees established at the time a price for
the Service is quoted. The current FieldSource
pricing, before applying any discounts for the Full
Service and the Sample Services, are attached hereto
as Exhibits A and B, respectively. The prices listed
on Exhibits A and B shall remain in effect for [****]
and will be subject to [****], uniformly applied by
FieldSource, provided that if such [****]. For
Services that do not meet the pricing specifications
listed on Exhibits A and B, FieldSource will price
the Service in the ordinary course of business and
then apply the discount.
5.1.4. Qualifying Purchases: CRI shall receive credit
against its yearly Minimum Purchases only for
purchases of the Service which have a start date that
is no more than [****] days from the end of the
[****] period in which they were purchased. Where
Services purchased during a [****] period are
cancelled, postponed or reduced in scope after the
close of that year, there will be a retroactive
adjustment to the prior year's purchases, which may
result in additional revenue Reconciliation Payments.
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5.1.5. [****] Reconciliation: At the end of each [****]
period during the Term CRI will make a cash payment
(each a "Reconciliation Payment") to FieldSource
equal to the difference between (1) the
contract-to-date Minimum Purchases and (2) the sum of
(a) the contract price of all Services purchased
contract-to-date and (b) any Reconciliation Payments
which are forfeited. CRI may, at its election, chose
to add the amount of the Reconciliation Payment
[****] to the Minimum Purchase amounts for the
succeeding [****] period (a "Roll Forward"), provided
that CRI (i) makes a cash payment of the entire
shortfall within 30 days of the end of the period as
a pre-payment toward Services purchased in the next
[****] period, and (ii) any such prepayment will be
credited toward purchases in the next [****] period
only after that period's Minimum Purchase level has
been met. Reconciliation Payments will be forfeited
to FieldSource by the amount that the
contract-to-date shortfall at the close of any [****]
period exceeds $[****] and due to any unused credit
not used in the subsequent [****] period.
5.1.6. Final Reconciliation: There will be a Final
Reconciliation Payment at the cancellation,
termination or lapse of the contract equal to the
difference between (1) the product of (i) the number
of full or partial [****] periods having elapsed as
of the date of cancellation, termination or lapse and
(ii) $[****], and (2) the result of adding (x) the
actual purchases made through the date of
cancellation, termination or lapse, and (y) all
forfeited Reconciliation Payments.
6. Payment Terms/Stopped Work:
6.1. Payment Terms: All invoices are due within thirty (30) days of
the invoice date. All amounts outstanding beyond thirty (30)
days of the invoice date will be subject to a finance charge
of 1.5% per month. Two-thirds of the total project cost will
be invoiced upon receipt of the study addendum signed by the
client and one-third (subject to increases as a result of
changes in specifications such as study length, incidence,
delivery time, and number of respondents) will be invoiced
upon completion of the project. CRI agrees that two-thirds of
the total project cost will be earned by FieldSource upon the
programming of the survey and its distribution to the field.
6.2. Stopped Work:
6.2.1. Full Service. Unless otherwise agreed to in the
addendum for a specific study, should any study be
cancelled or postponed, CRI agrees to compensate
FieldSource for: (i) two-thirds of the contract price
for all Services where FieldSource has programmed the
survey and placed it into the field, or the
reasonable value of all work performed by FieldSource
through the effective date of such cancellation,
whichever is greater, or (ii) where FieldSource has
not programmed the survey and placed it into the
field the reasonable value of all work performed by
FieldSource through the effective date of
cancellation.
6.2.2. Sample Services. Unless otherwise agreed to in the
addendum for a specific study, should CRI desire to
cancel or postpone any Sample Services it shall
compensate FieldSource for (i) in the case of Sample
Services cancelled or postponed within five (5) days
of their scheduled start date, an amount equal to
[****] of the contract price, or (ii) for Sample
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Services already underway, the cost of all qualified
Respondents delivered by FieldSource to a point in
time [****] after receipt of a written or emailed
notice of cancellation, provided that notice of
cancellation is delivered by CRI Monday through
Friday (excluding Federal and Connecticut statutory
holidays), during normal business hours. If notice of
cancellation is not delivered during normal business
hours, the notice shall be deemed to have been
delivered as of the beginning of the next succeeding
business day.
6.2.3. Stopped Work Does Note Effect Guarantee: CRI agrees
that its right to stop or cancel work does not
relieve if from the obligation to purchase and pay
for the Minimum Purchases.
7. Transfer of [****] Account: Greenfield Online has spent significant
time and resources developing a client relationship with [****]. CRI
recognizes that beyond pending commitments for individual custom
research projects, Greenfield Online does not have any written
commitments from [****] for any level of future revenue. In
consideration of the Minimum Purchase Commitment entered into by CRI in
Section 5.2 above, Greenfield Online agrees that it will use its best
commercial efforts to undertake the following actions with respect to
its [****] account:
7.1. Introduction of CRI: Greenfield Online will introduce CRI
representatives to its [****] contacts at the highest
available level.
7.2. Recommendation of CRI: Greenfield Online will recommend that
[****] transition all pending custom research projects to CRI,
and recommend that [****] direct all future proposals to CRI
rather than Greenfield Online.
7.3. Assurance of Continued Support: Greenfield Online will assure
[****] that the client service team responsible for delivering
online data to support CRI's research for [****] will be the
same as the one used to support its own work for [****].
7.4. Transition Consulting: Greenfield Online will direct the
account representative responsible for the [****] account to
oversee the smooth transition of work from Greenfield Online
to CRI.
7.5. Decline Future Work: After the date of this Agreement, and for
so long as CRI complies with its obligations, Greenfield
Online will not accept any additional custom research projects
from [****], and after completing any pending projects which
cannot be transferred to CRI, Greenfield Online will not
perform any additional custom research work for [****].
7.6. Enforce Covenants Not to Compete: For so long as CRI complies
with its obligations hereunder, Greenfield Online will take
all necessary and appropriate actions, including actions for
injunctive relief, to attempt to enforce all existing
covenants not to compete between Greenfield Online and its
current and past employees who seek to improperly interfere in
the relationship between CRI and [****].
8. Term of Contract and Termination:
8.1. Term. The Term of this Agreement shall be three (3) years (the
"Initial Term") beginning November 1,2001 (the "Effective
Date"). This Agreement shall automatically renew (each such
term a "Renewal Term") for successive periods of one (1) year,
unless either party gives the other written notice of its
intention
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not to renew at least sixty (60) days prior to the expiration
of the Initial Term or Renewal Term as the case may be.
8.2. Notice of Termination. This Agreement may be terminated for a
material breach (including, but not limited to, the failure of
CRI to make any payments due under Sections 5.1.4 and 6, the
breach of Section 3, Greenfield Online's breach of Sections
7.5 and 7.6, the breach of any agreement entered into pursuant
to Sections 4 and 9), upon thirty (30) days written notice
from the non-breaching party if the breach is not cured during
such notice period.
8.3. Effect of Termination. Upon a termination as provided in
Section 8.1 and 8.2, all rights and duties of the parties
toward each other shall cease except those intended to survive
such termination, provided that in the event of a termination
by Greenfield Online pursuant to Section 8.2 or a termination
of this Agreement without cause by CRI, CRI shall be obliged
to pay, within thirty (30) days of the effective date of
termination the Final Reconciliation Payment as determined by
Section 5.1.5 , all unpaid amounts for Services and the
Cancellation Penalty set forth below:
8.3.1. For cancellations within the first [****] period:
$[****]
8.3.2. For cancellations within the second [****] period:
$[****]
8.3.3. For cancellations within the third [****] period:
$[****]
8.4. Notices. All notices required or permitted under this
Agreement shall be in writing, reference this Agreement and be
deemed given one (1) day after deposit with a commercial
overnight carrier for overnight delivery, with written
verification of receipt. All communications will be sent to
the following addresses:
Greenfield Online, Inc. CRI
Xxxxx Xxxxx Xxxx Xxxxxx
Greenfield Online, Inc. Custom Research Inc.
00 Xxxxx Xxxx 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000 Xxxxxxxxxxx, Xxxxxxxxx 00000
000-000-0000 000-000-0000
xxxxxx@xxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx
With a Copy to: With a Copy to:
Xxxxxxxx X. Xxxxxx Xxxx Xxxxxxxx
Greenfield Online, Inc. Custom Research Inc.
00 Xxxxx Xxxx 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000 Xxxxxxxxxxx, Xxxxxxxxx 00000
T 000-000-0000 T 000-000-0000
F 000-000-0000 F 000-000-0000
xxxxxxx@xxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx
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9. Confidentiality:
The parties shall enter into a separate Mutual Non-Disclosure Agreement
to govern their disclosure to each other of Confidential Information.
10. NO GUARANTEES. There are no guarantees whatsoever made by either party
as to the results of its efforts in connection with marketing the
services of each other or in connection with the services each will
provide or in connection with any potential revenues which may be
received by CRI in connection with the transition of the [****]
account. There are no warranties, promises, or statements made by
either party except as specifically stated herein, or in separate
addenda as described in Section 1, with respect to any matter. Neither
party has made any affirmation of fact or promise relating to the
services or duties that have become any basis of this Agreement other
than as stated herein, and the parties acknowledge that they have
relied on no warranties, promises, or statements other than those
expressly set forth in this Agreement. The parties acknowledge that any
estimates, projections, or forecasts provided to it by or on behalf of
the other party are only estimates and are not representations that
such estimates will be realized.
11. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
OR IN SEPARATE ADDENDA AS DESCRIBED IN SECTION 1, THE PARTIES MAKE NO
WARRANTIES HEREUNDER AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. INDEMNIFICATION.
12.1. By Greenfield. With respect to claims or actions against one
or both parties by third parties insofar as such claim,
demand, or action is attributable to the acts or omissions of
FieldSource or a breach by FieldSource of a representation
and/or warranty made in this Agreement, FieldSource shall (i)
indemnify CRI against any liability, cost, loss, or expense of
any kind; and (ii) hold harmless CRI and save it from any
liability, cost, loss, or expense of any kind. CRI shall have
the right to select and control legal counsel for the defense
of any such claim, demand, or action and for any negotiations
relating to any such claim, demand, or action; however,
FieldSource must approve any settlement of any such claim,
demand, or action to the extent that such settlement imposes
any restrictions on or requires FieldSource to contribute
financially to such settlement.
12.2. By CRI. With respect to claims or actions against one or both
parties by third parties insofar as such claim, demand, or
action is attributable to the acts or omissions of CRI or a
breach by CRI of a representation and/or warranty made in this
Agreement, CRI shall (i) indemnify FieldSource against any
liability, cost, loss, or expense of any kind; and (ii) hold
harmless FieldSource and save it from any liability, cost,
loss, or expense of any kind. FieldSource shall have the right
to select and control legal counsel for the defense of any
such claim, demand, or action and for any negotiations
relating to any such claim, demand, or action; however, CRI
must approve any settlement of any such claim,
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demand, or action to the extent that such settlement imposes
any restrictions on or requires CRI to contribute financially
to such settlement.
13. Injunctive Relief. CRI agrees that the breach of its obligations under
Sections 1.3 and 2 will cause irreparable harm to Greenfield Online.
Each party agrees that money damages would not be a sufficient remedy
for a breach of these Sections of the Agreement and that in addition to
any other remedies available at law, Greenfield shall be entitled to
specific performance and injunctive or other equitable relief, without
the necessity for the positing of any bond or security, as a remedy for
any such breach.
14. Prevailing Party. If any legal action or other proceeding is brought in
order to enforce the terms of this Agreement or collect monies due
hereunder the prevailing party shall be entitled to recover its
reasonable attorneys' fees and other costs incurred in bringing such
action or proceeding, in addition to any other relief to which such
party may be entitled.
15. Assignment and Transfer. The parties shall not assign or transfer this
Agreement without the express prior written consent of the other, which
consent shall not be unreasonably withheld, provided that Greenfield
Online and CRI may assign this Agreement to any successor corporation
by merger, acquisition, or otherwise.
16. Governing Law Choice of Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Connecticut
without reference to its principles of conflicts of law. All actions
arising out of this Agreement shall be brought in Federal or State
courts within the District of Connecticut.
******Signature Pages Follow******
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IN WITNESS WHEREOF, FieldSource and CRI have caused duplicate originals of this
Agreement to be executed on the date(s) set forth below:
CRI Greenfield Online, Inc.
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
-------------------------- --------------------------------------
Xxxx Xxxxxx
Its Sr. Vice President President & CEO
Duly Authorized
Date: 10/31/01 Date: 10/31/01
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EXHIBIT A
5 MINUTES 10 MINUTES 15 MINUTES
------------------------------ ----------------------------- ----------------------------
INC. SAMPLE SIZE COST INC. SAMPLE SIZE COST INC. SAMPLE SIZE COST
---- ----------- ---- ---- ----------- ---- ---- ----------- ----
10% 500 13500 10% 500 14000 10% 500 17000
1,000 19700 1,000 21000 1,000 24000
25% 500 9500 25% 500 10000 25% 500 13000
1,000 12500 1,000 13600 1,000 17000
50% 500 8000 50% 500 8500 50% 500 11600
1,000 10000 1,000 11000 1,000 14500
EXHIBIT B
Pricing is per completed survey.
Price Per
Incidence Complete
--------- --------
Under 10% Custom price
10% $24.00
25% $17.00
50% $14.50
The pricing grid outlines FieldSource retail pricing based on incidence, survey
length, and/or sample size. The pricing should be used only as a general
reference. Finalized pricing can only be provided after consulting with a
FieldSource Client Development person to outline exact project specifications.
Pricing is subject to change.
EXHIBIT C
CRI/GREENFIELD STANDARDS & EXPECTATIONS
BIDDING PROCESS
Study Bid Requests
What information needs to be supplied by CRI
STUDY CONFIRMATION AND COMMUNICATIONS
Study Confirmation Form (SIF)
QUESTIONNAIRE DEVELOPMENT & PROGRAMMING
Questionnaire Development Considerations Graphics
Data Layout
QC's - Greenfield, CRI and Client
Study Timeline
DATA COLLECTION
Status Reports
Partial Data Files
DATA TRANSFER
Who Should Receive the Data Files
File Transfer Expectations
Data Integrity and Cleaning
SYSTEM AND PERSONNEL RELIABILITY STANDARDS
Availability for Urgent Issues
Server Uptime
Bidding Process
BIDDING PROCESS
STUDY BID REQUESTS AND CONFIRMATION FORMS
Assuming Greenfield has a production team assigned to CRI, all bid requests
should b(cent) e-mailed to the Greenfield Request For Bid (RFP) Group, and
internally Greenfield will determine who is the best person to respond to the
request. A Greenfield RFB Group has been created in CRTs GroupWise email system.
As necessary, Greenfield will contact CRI with any additions or deletions to
this group.
A shell has been created for all RFBs, so CRI/Greenfield can request and receive
information in a consistent format (see separate documents.
WHAT INFORMATION NEEDS TO BE SUPPLIED BY CRI
- Type and general purpose of study. Also it would be helpful to
provide a barometer of difficulty on the complexity of the project.
Please use the CRI standard I to 5 scale for Questionnaire
Authoring.
- Total completes
- Qualifications for Rep sample including incidence **CRI may look for
guidance from Greenfield on incidence**
- Will there be any targeted or augment sample needed
- Screened Survey Quotas (including geography)
- Items to track & report while in field
- Timing expectations, if any
- Length of survey (including number of screening questions and main
questions)
- Outline any. graphic/concept security issues
- Graphic considerations, for example, how many graphics and the type
of format (hard copy or an electronic file) Greenfield prefers.
**Together CRI & Greenfield will finalize a standard Graphic
Specifications form for client use**
- Are partial data files necessary
- Any other pertinent information that may impact programming or
length Of time in field
- Number of verbatims (verbatims are described as any open-end
question or other specifics)
- Does project requite Spectra coding
- Define deliverable Fine with us!
STUDY CONFIRMATION AND COMMUNICATIONS
STUDY CONFIRMATION
Together CRI and Greenfield will create a standard Study Information Form (SIF)
that will be used for every project. Once the study is approved, Greenfield will
initiate the S W with study specifics and will route to appropriate Greenfield
and CRI personnel. CRI will fill in "TBD" CRI staff information and return to
Greenfield. When changes are made (e.g. study specs, timing, etc.) any time
during the study the party initiating the change is responsible for updating the
SIF and routing to all parties.
Prior to receiving SIF on a particular project, all correspondence (via email)
should be sent to the entire Greenfield RFB group. Once the study has been
booked and a SIF has been issued, refer to the SIF for the appropriate
Greenfield/CRI contact for implementation and technical questions.
QUESTIONNAIRE DEVELOPMENT/PROGRAMMING
QUESTIONNAIRE DEVELOPMENT
When building questionnaires using Greenfield's current system, CRI is
recommending the following in order to keep development, edits and programming
streamlined and efficient.
Therefore, since Greenfield's current system will only be used until they adopt
an industry standard software, a temporary questionnaire development process
will need to be created jointly as soon as possible.
1) All respondent instructions that will appear in the survey text will be
in parentheses (). All programmer instructions will be in square [ ]
brackets
2) CRI will forward to Greenfield and initially a kick-off meeting will be
set with appropriate Greenfield/CRI personnel to finalize look and feel
of questionnaire. We will review the need for having a kick-off meeting
for each study on a monthly basis and eventually this step will be
dropped.
3) CRI and Greenfield will pass back and forth a common document until all
CRI and Greenfield "edits" are complete. This would be a word document,
formatted to CRI specs.
QUESTIONNAIRE NAMING AND ONE-DOCUMENT PROCESS
The copy sent to Greenfield will be named with the CRI project number followed
by the draft version (i.e. the first draft should be DRAFT A). Additionally,
please note the draft version will be in the header of the questionnaire.
Greenfield will use this draft as an initial review only and will not be making
any changes to the electronic file. Greenfield will outline questionnaire
edits/changes in either an e-mail, verbally, or fax handwritten changes. Changes
will be made on a master word document tracking changes. This is one area CRI
would Like Greenfield to visit early on to improve process for both parties.
Any subsequent changes on either XXXx or Xxxxxxxxxx'x part should be noted with
a change in the questionnaire name (DRAFT B, DRAFT C, etc.) including
information in the header. This change in name will help both CRI and Greenfield
identify which questionnaire version is the most current.
As changes to the questionnaire occur and drafts are sent back and forth, the
Greenfield Research Manager will ensure that all changes are incorporated into
the "master" document that will imported utilizing Greenfield's System and
Survey Wizard.
GRAPHICS
CRI will provide a graphic matrix (including order and rotation requirements)
when applicable. In order to avoid confusion between what CRI calls their
graphics/cells and what graphics/cells are assigned on the layout for a study,
the designations prodded by CRI will be used for labeling the graphics.
DATA LAYOUT
At times, CRI may need to review the layout prior to data collection. CRI will
layout data needs prior to programming if a "special" layout is essential to the
study success and/or timing. It is acceptable for Greenfield to provide a
handwritten data layout proposal in these types of situations and then CRI will
review the layout and make any requests as soon as possible
QUALITY CHECKS -- GREENFIELD, CRI AND CLIENT
Greenfield will do the first Quality Check and CRI does the second Quality
Chock. Greenfield will send an e-mail to the appropriate person listed on the
SIF with the URL information. Generally speaking, CRI does not encourage the
client to test the survey.
While CRI is doing a second quality check and Greenfield is asking for study
approval, it is still Greenfield's responsibility to ensure proper questionnaire
operation, including skip patterns, that was outlined in CRI questionnaire
document.
STUDY TIMELINE
Standard Studies:
- Allow 2 to 3 days for programming on most studies
- Greenfield and CRI Quality Checks are a combined one-day turnaround.
- One additional day should be added to the timing if the client will
be testing the study.
- It is best if field begins Monday through Thursday so any study
modifications can be completed before the weekend.
- Field time will be determined and included in the SIF. Fine
- Data file will arrive as outlined in the SIF. If a study finishes
early CRI and Greenfield will discuss and agree on an earlier data
delivery date, ff possible
DATA COLLECTION
STATUS REPORTS
The Greenfield Research Manager will update people verbally, if the study has a
relatively short field fin~ and will e-mail information if the study is in the
field longer than three days. Basically, the format of the status report is
based on the complexity of the study. CRI will let Greenfield know up front what
information needs to b~ included in the status report, so counts can be
generated during the data collection process.
PARTIAL DATA FLIES
A partial data file schedule will be confirmed before the study fields and will
be outlined on the SIF. CRI will also outline whether they need both closed-end
and open-end data for the partial requests. Typically, a partial close-end file
is sufficient.
DATA TRANSFER
WHO SHOULD RECEIVE THE DATA FILES
All data files will be e-mailed to CRI's Data Management Staff. will provide
appropriate email and phone contact list for this group. The Data Management
staff typically receives an email with standard information (e.g. project
number, file type and length, number of records, etc.). CRI and Greenfield need
to agree and finalize data transfer content as soon as possible.
FILE TRANSFER EXPECTATIONS
The file e-mailed to Check-In is zipped with a standard password. The close-end
file is ASCII and the text file is ASCII/TXT Label file. The expectation is that
each record/complete will be one string of data in one data file.
DATA INTEGRITY AND CLEANING
It is assumed that all data files are clean, however, CRI will still perform
data cleanings as we see necessary. CRI's current policy is to clean all data
files, however, some discretion as to the extent of the cleaning needs to be
used.
The agreement with Greenfield is that we are receiving "clean data" and any
dirty or inaccurate data should be replaced at no cost to the project or CRI.
SYSTEM AND PERSONNEL RELIABILITY STANDARDS
TIMING AND CAPACITY
Greenfield Online will provide market competitive timing for programming and
fielding of surveys on a project by project basis. Timing will be a function of
questionnaire complexity and target audience.
CONTACT PROCESS FOR URGENT ISSUES
CRI would like to have a "formalized" a process for reaching Greenfield staff
for urgent issues. CRI will offer a like process for Greenfield to xxxxx CRI
staff.
The protocol for reaching CRI staff is to contact the Implementation Research
Manager or Research Associate on the SIF. If they do not answer their phone,
please request that the Receptionist page them. If they are unavailable, please
ask to be directed to the Technical Research Manger on the project. If they,
too, are unavailable, please contact will be Xxxx Xxx Xxxx.
GFOL PROTOCOL:
Project manager direct line
Project manager e-mail
Receptionist page
Research director direct line
An after hours help line will be provided as well
SERVER UPTIME
Greenfield will maintain uptime of its systems based on acceptable industry
standards. The final percentage will be agreed upon between CRI and Greenfield.
Greenfield will contact CRI immediately when a server or survey is down
providing length and reason for downtime along with expected time for resuming
service.
Should CRI elect to use the Sample Serving Offering, CRI in turn, will provide
like information to Greenfield.
.. ?? GFOL has redundant system and will not have down time due to maintenance,
GFOL will provide updates to CRI if we plan to have any maintenance that would
create down time. Updates should be planned around project schedules and not
interrupt services.
FIRST AMENDMENT TO FIELDSOURCE AGREEMENT
January 1, 2003
This First Amendment amends that certain FieldSource Agreement (the
"Agreement"), dated October 31, 2001, by and between Greenfield Online, Inc., a
Delaware corporation with its principal place of business at 00 Xxxxx Xxxx,
Xxxxxx, XX ("FieldSource" or "GFOL"), and Custom Research Inc., a Minnesota
corporation with its principal offices at 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxxxx ("CRI").
Unless defined herein all capitalized terms used herein will have the same
meanings as are set forth in the main body of the Agreement.
1. Section 5.17 is added as follows:
5.1.7. Rebates for 2003: In the event that the Total
Qualifying Revenues for the for calendar year 2003
are equal to $[****] or more GFOL will pay to CRI
Rebates on the Total Qualifying Revenue at the levels
listed below. The Rebates listed below accumulate so
that the total potential Rebates in the Term could be
in excess of $[****]. Rebates shall be paid on or
before March 1, 2004.
Aggregate Purchases Rebate % Rebate Amount
------------------- -------- -------------
$[****] [****]% $[****]
$[****] [****]% $[****]
$[****] [****]% $[****]
$[****] [****]% $[****]
TOTAL REBATES [****]% $[****]
"Qualifying Revenue". Qualifying Revenue shall
include all Services purchased by CRI and performed
by GFOL within the 2003 calendar year, and shall not
include pass-through expenses such as respondent
incentives and data processing costs.
"Total Qualifying Revenue". Total Qualifying Revenue
shall be defined as the aggregate of all Services
purchased by CRI and performed by GFOL within the
2003 calendar year, and shall not include
pass-through expenses such as respondent incentives
and data processing costs.
2. This First Amendment may be executed in any number of
duplicate counterparts, each of which shall be deemed an
original and all of which together shall constitute one and
the same instrument. Any counterpart signature delivered by
facsimile transmission shall be deemed to be and have the same
force and effect as an originally executed
3. No other term or provision of the Agreement is amended hereby,
and all other terms of the Agreement as originally executed by
the parties will remain in force
IN WITNESS WHEREOF, the parties to the Asset Agreement, intending to be
legally bound, hereby adopt the foregoing Amendment this 1st day of
January, 2003.
GREENFIELD ONLINE, INC. CRI
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
----------------------------- ----------------------------------
Title: President , CEO Title: Treasurer
SECOND AMENDMENT TO FIELDSOURCE AGREEMENT
January 1, 2004
This Second Amendment, with an effective date of January 1, 2004,
amends that certain FieldSource Agreement (the "Agreement"), dated October 31,
2001 (which was amended by a First Amendment dated January 1, 2003), by and
between Greenfield Online, Inc., a Delaware corporation with its principal place
of business at 00 Xxxxx Xxxx, Xxxxxx, XX ("FieldSource" or "GFOL"), and
GfK-Custom Research Inc., a Minnesota corporation with its principal offices at
0000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx ("GfK-CRI").
Unless defined herein all capitalized terms used herein will have the
same meanings as set forth in the main body of the Agreement.
1. Section 5.17 is amended and restated in its entirety as
follows:
5.1.7 Rebates for 2004: In the event that the Total
Qualifying Revenues for the GfK-CRI Rebates on the
Total Qualifying Revenue at the levels listed at
$[****] of Qualifying Revenue is $[****]. Each
threshold must be [****]% achieved to earn the
Rebates, and Rebates are not prorated between levels.
Rebates shall be paid on or before March 1, 2005.
Qualifying Revenue Rebate Amount
------------------ -------------
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
$ [****] $ [****]
"Qualifying Revenue." Qualifying Revenue shall
include all Services purchased by GfK-CRI and
performed by GFOL within the 2004 calendar year, and
shall not include pass-through expenses such as
respondent incentives and data processing costs.
"Total Qualifying Revenue." Total Qualifying Revenue
shall be defined as the aggregate of all
Services purchased by CRI and performed and delivered
to [****]% completion by GI-OL within the 2004
calendar year, and shall not include pass through
expenses such as respondent incentives and data
processing costs.
2. This Second Amendment may be executed in any number of
duplicate counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. Any counterpart
signature delivered by facsimile transmission shall be deemed to be and have the
same force and effect as an originally executed.
3. No other term or provision of the Agreement is amended hereby,
and all other terms of the Agreement as originally executed by the parties will
remain in force.
IN WITNESS WHEREOF, the parties to the Asset Agreement, intending to be
legally bound, hereby adopt the foregoing Amendment effective the 1st day of
January, 2004.
GREENFIELD ONLINE, INC. GfK-CRI
By /s/ Xxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxxxx
----------------------------- -----------------------------------
Title CEO Title President
