January 10, 2001
Attention: Xxxxxxxxx Xxxxxxxx
Pitney Xxxxx Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxx; XX 00000-0000
RE: British Post Office ("The Post Office") Electronic Bill Presentment and
Payment ("EBPP") System (the "Opportunity")
Dear Xxx. Xxxxxxxx:
Alysis Technologies, Inc. ("Alysis") and The Post Office ("Client") have
entered into an agreement dated December 12, 2000 (the "Definitive Agreement")
related to the delivery of an EBPP system (the "System") to Client. Alysis and
Client are negotiating an order for the services related to the delivery of the
System (the "Call Off Order"). As of this writing, Xxxxxx does not have the
order for such services. This letter documents prior discussions between our
companies regarding the Opportunity. It also outlines a basis for our moving
forward as it relates to the Opportunity.
As has been discussed, upon receipt of the contemplated Order, it is Xxxxxx'
intent to subcontract a portion of the services for the System delivery to
docSense, a division of Pitney Xxxxx Inc. ("Pitney") and to enter into a
definitive written agreement in connection therewith (the "Subcontract"). Such
services may include Program Management, Senior Systems Engineering, Systems
Engineering, Development, Quality Assurance/Testing, and other services that may
be required to implement the System
While Alysis and Client negotiate the Call Off Order and while Xxxxxx and
Xxxxxx negotiate the Subcontract, Xxxxxx agrees to provide certain program
management and engineering services to Alysis. In exchange, Xxxxxx hereby agrees
to reimburse Pitney for such services at rates set forth in Attachment A to this
letter. Xxxxxx agrees that it will provide its services directly to Xx
Xxxxxxxxxxx and that said services shall not exceed $85,000.00 without Alysis'
prior written consent. Xxxxxx agrees to report the engineering and other
services provided and costs incurred to Alysis on a weekly basis. Xxxxxx further
agrees that (a) it shall be responsible for all sales efforts made by Xxxxxx in
relation to the Opportunity, and (b) Alysis shall have no obligation to
reimburse Pitney for such services.
Pitney will invoice Alysis on a monthly basis. Alysis will pay Pitney for
work performed relating to the Opportunity since October 25, 2000 (the
"Commencement Date") and under this letter (collectively, the "Work") on a
going-forward basis on the later of (a) thirty (30) days following receipt of an
invoice or (b) seven (7) working days following receipt of payment by Client.
Although Alysis and Xxxxxx agree that they shall negotiate, in good faith, a
Subcontract in tandem with Xxxxxx' negotiation of the Call Off Order, Xxxxxx
acknowledges and agrees that a condition precedent to Xxxxxx entering into a
Subcontract is execution of the Call Off Order for the services to deliver a
System by Xxxxxx and Client. Xxxxxx and Xxxxxx hereby agree that in the event
that they are unable to execute a mutually agreeable Subcontract by
February 28th 2001 (or such earlier or later date as they may mutually agree or
on such date that either party shall notify the other that negotiations of a
Subcontract are at an impasse and that it reasonably believes that such impasse
cannot be broken), either party hereto may terminate this letter agreement upon
fifteen (15) days written notice to the other.
Alysis acknowledges that it has agreed to include in the Subcontract a
partner fee for Xxxxxx calculated at ten percent (10%) of the initial WorkOut
license fee paid to Alysis under Call Off Order Number Two issued pursuant to
the Definitive Agreement. Alysis acknowledges that in the event the parties do
not enter into a Subcontract, this partner Xxx will still be owed to Pitney.
This amount will not be due and payable until Alysis has received payment from
Client.
Pitney Xxxxx Inc.
January 10, 2001
Page 2
The parties acknowledge and agree that each party shall retain all rights,
tide and interest in and to any trademarks, patents, copyrights, software,
source code, documentation, writings, reports, and interfaces (the
"Material[s]") owned by each party or developed by such parry prior to the
Commencement Date or subsequent to the Commencement Date but outside the scope
of the Work.
Xxxxxx agrees that all Materials prepared along with any and all ideas,
inventions, discoveries, and improvements whether or not patentable, relating to
the Opportunity which are first reduced to a tangible medium of expression by
Xxxxxx's employees and/or subcontractors (individually or collectively
"Employee[s]") in the performance of the Work (individually and collectively
referred to as the "New Material") shall be and remain the sole property of
Alysis. and Pitney and its Employees shall deliver all such New Material to
Alysis upon its request. Xxxxxx specifically agrees that all copyrightable New
Material generated or developed, as part of the Work, shall be considered works
made for hire and that such New Material shall, upon creation, be owned
exclusively by Alysis. To the extent that any such New Material, under
applicable law, may not be considered works made for hire, Pitney hereby assigns
or shall cause its Employees to assign to Alysis the ownership of copyrights or
patents in such New Materials, without the necessity of any further
consideration, and Alysis shall be entitled to obtain and hold in its own name
all copyrights or patents in respect of such New Material. Pitney further agrees
during or subsequent to the period of this agreement to cooperate or cause its
Employees to cooperate with Alysis with respect to the procurement of any
copyrights or patents.
Xxxxxx agrees that should the Work provided hereunder result in New Material
related to:
(i) Payment Only Methodology
(ii) Payment File Processing
(iii) Advertising Site
(iv) Short Message Service Integration
(v) Debit Card/Credit Card Methodology, Design, Implementation, Payment
Handler
(vi) Test for expiration date on credit cards
(vii) Failed Payment Processing
(viii) SAP file
(ix) Payment Authority Level for SMEs
Then, subject to the following conditions and limitations, Alysis will xxxxx
Xxxxxx a fully-paid, perpetual, non-exclusive, nontransferable right and license
to use said New Material solely in connection with Xxxxxx's end-user WorkOut
license and then for the sole purpose of providing hosting services and not for
use to compete with or disadvantage Alysis. Pitney may also sell said New
Material under its current WorkOut software distribution agreement, dated
May 11th 1999, with Alysis at the current discount off list price. Alysis will
provide the applicable list price to Pitney. Xxxxxx specifically acknowledges
and agrees that should grant of such a license require Alysis to pay Client any
sums pursuant to the terms of the Definitive Agreement, then Xxxxxx shall elect
to either (i) reimburse Alysis an amount equal to the sum paid to Client or
(ii) reject the license and not use the New Material. Further, Xxxxxx
specifically acknowledges and agrees that should grant of such a license cause
Alysis to violate the terms of Definitive Agreement or any Call Off Order,
Alysis shall not be required to grant said license to Pitney, in which case,
Pitney may elect to cease performance under this letter of intent.
Each party agrees that it shall (i) not disclose the other party's
Confidential Information (as defined below) to any third party (other than as
provided for in this paragraph), (ii) use the other party's Confidential
Information only to the extent necessary to perform under this letter agreement,
(iii) disclose the other party's Confidential Information only to those of its
employees, agents, officers,
Pitney Xxxxx Inc.
January 10, 2001
Page 3
representatives and contractors that have a need to know such information and
(iv) protect all Confidential Information of the other party from unauthorized
use, access or disclosure in the same manner as it protects its own Confidential
Information of a similar nature, but in no event less than reasonable care.
"Confidential Information" shall mean any information disclosed in any form
including, but not by way of limitation, written, oral and magnetic media by
Alysis relating to or concerning a party's business and operations or a party's
customers' business and operations including, but not limited to trade secrets,
formulas, methods, techniques, compositions, research data, know-how, processes,
designs, drawings, specifications and combinations thereof, computer programs,
software source or object codes, firmware, systems, products, projects, price
lists and other financial information, and personnel and customer listings.
If the foregoing correctly sets forth Xxxxxx's intent, and if Xxxxxx desires
to agree to and be bound by the agreements and to the provisions applicable to
the Work, such intent and agreement shall be evidenced by execution of this
letter, by an authorized representative, at the place indicated below, and by
its delivery of such original to Alysis.
Very truly yours,
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
msr
Agreed to:
Pitney Xxxxx Inc., docSense
By: /s/ XXXX X. XXXXXXXXXX
-------------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
ATTACHMENT A
CATALOG LABOR RATES
LABOUR CATEGORY DAILY RATE WEEKLY RATE
--------------- ---------- -----------
Program Manager................................ $1,800 $9,000
Project Manager................................ $1,650 $8,250
Senior Engineer................................ $1,500 $7,500
Engineer....................................... $1,200 $6,000
Tech Writer.................................... $1,200 $6,000
