1
EXHIBIT 10.22
[INTERMIND LOGO]
INTERMIND WEB SOLUTION PARTNER AGREEMENT
-------------------------------------------------------------------------------
Intermind Corporation agrees with you, the undersigned Web Solution Partner,
as follows:
If you fulfill all your obligations under this Agreement, you will
have:
- Free use of Intermind(TM) Global Publisher on your Web design division's
Internet website.
- Free use of Intermind Intranet Publisher on your Intranet website
(up to 100 seats).
- Free use of Intermind Communicator(TM) for your pro bono charity customers,
with prior Intermind approval of such customers.
- A special phone number and special email address for priority technical
support.
- Free education or training programs as determined by Intermind.
- Designated use of the "Intermind Web Solution Partner" logo, subject to
Intermind's then current trademark usage guidelines.
- The right to be included on appropriate lists, profiles, or links on a
special Intermind web page.
- Invitations to participate with Intermind at selected trade shows.
- The opportunity to participate in cooperative press releases.
- The ability to use Intermind's "JumpStart" training kit with your customers
for training purposes.
- The opportunity to use Intermind sales force support for joint sales calls.
In order to gain the benefits under this Agreement you must:
- Have at least two employees trained on Intermind Communicator within one
month after this Agreement is executed.
- Place and maintain at least one Hyperconnector(TM) on your web site.
- Set-up at least 6 sales calls introducing Intermind's technology to at least
3 different customers in the first 3 months.
- Pursue Hyperconnectors implementation in at least 3 customer web sites
during the first year.
- Designate one technical support contact.
- Provide initial technical support to all your customers
If you fulfill all your obligations under this Agreement, you shall also
receive 20% of the Intermind Communicator(TM) license fee we actually receive
from a customer for the Hyperconnectors designed and/or implemented by you for
such customer, subject to the following requirements:
- In order to receive a commission from amounts received during the first year
of our license with the customer:
- In Intermind's agreement with the customer, the customer must designate
you as their Web Solution Partner of choice (there is only one such
designation per customer).
- You must have designed and/or implemented the customer's Hyperconnectors.
- You must be able to provide the customer with consulting/training on the
implementation of Intermind Communicator(TM).
- In order to receive a commission from amounts received during the second year
of our license with the customer and beyond:
- In Intermind's agreement with the customer, the customer must continue to
designate you as their Web Solution Partner of choice (there is only one
such designation per customer).
- You must provide the customer with one day of consulting for each $5000 in
annual Intermind Communicator(TM) revenue received by you from Intermind
(e.g. upon collection of $100,000 in applicable fees you will receive a
$20,000 commission. $20,000/$5,000=4 days of consulting required).
2
INTERMIND WEB SOLUTION PARTNER AGREEMENT
Page Two
You acknowledge and agree that: (a) you shall not make any enhancements,
modifications, improvements, copies, or derivative works of or to Intermind's
software (collectively, "Enhancements") without the prior approval of
Intermind, and you shall not decompile, reverse engineer, disassemble, reverse
translate, or in any way derive any source code from Intermind's software; (b)
all right, title and interest in and to Intermind's software and any
Enhancements thereto shall be owned and controlled by Intermind, and you hereby
transfer and assign any rights you may have therein to Intermind; and (c) you
are an independent contractor, not an Intermind partner or employee, and you
shall not have the authority to bind Intermind in any manner and shall not
attempt to do so.
INTERMIND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT SHALL INTERMIND BE LIABLE IN TORT, CONTRACT, OR
UNDER ANY OTHER LEGAL THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
INDIRECT DAMAGES REGARDLESS OF WHETHER INTERMIND HAS BEEN WARNED OF THE
POSSIBILITY OF SUCH DAMAGES.
You acknowledge and agree that the Intermind software and any other information
relating to Intermind's business, products, or methods of operation, which are
not generally known to the public, are confidential and proprietary and trade
secrets owned by Intermind, and you shall not disclose such information or use
such information except to perform your obligations under this Agreement.
This Agreement shall enter into full force and effect on the date it is
executed by both parties, and it shall remain in effect until terminated by
either party. Either party may terminate this Agreement immediately if the
other party breaches this Agreement and does not cure such breach within 10 ten
days of receiving notice thereof.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT WHICH MAY BE CONSTRUED TO THE
CONTRARY, EITHER PARTY MAY TERMINATE THIS AGREEMENT, WITHOUT CAUSE AND IN ITS
SOLE DISCRETION, UPON PROVIDING THE OTHER PARTY NOTICE IN WRITING AT LEAST 90
DAYS BEFORE THE REQUESTED DATE OF TERMINATION.
If any part of this Agreement shall be held invalid or unenforceable, this
Agreement shall be construed as if it did not contain such portion, and the
rights and obligations of the parties shall be construed and enforced
accordingly. This Agreement is the complete and exclusive agreement and
understanding between the parties concerning the subject matter hereof, and
supersedes all previous or contemporaneous understandings, negotiations and
proposals, whether oral or written. No waiver, modification, amendment, consent
or discharge in connection with this Agreement shall be binding upon either
party unless in writing and signed by authorized representatives of both
parties. Failure or delay on the part of any party to exercise any right,
remedy, power or privilege hereunder will not operate as a waiver. This
Agreement shall be governed by and interpreted under the laws of the State of
Washington without reference to that body of law known as conflicts of law.
Name of Web Solution Partner:
INTERMIND CORPORATION DIDAX Inc.
-------------------------------------
By By /s/ XXXXXXX XXXXX (Xxxxxxx Xxxxx)
------------------------------- -----------------------------------
Its Its Director of Technical Marketing
------------------------------ ----------------------------------
Date Date Jan. 17, 1997
----------------------------- ---------------------------------
