CONFIDENTIAL TREATMENT - REDACTED VERSION
Memorandum of Understanding
between
XxxxxxXxxxxxx.xxx ("SkillsVillage")
and
Changepoint Corporation ("Changepoint")
This Memorandum of Understanding ("MOU") contains a statement of the
understandings between XxxxxxXxxxxxx.xxx and Changepoint Corporation
(collectively the "Parties") with regard to the objectives stated below. The
parties intend to use reasonable efforts and exercise good faith to be
consistent with the intentions and coverage of this MOU.
1. OBJECTIVE
a) The objective of this MOU is to establish a non-exclusive
strategic partnership between the parties to allow users to
access each other's web sites and for the parties to cooperate in
marketing each other's products and/or services.
b) The two parties will cooperate (responsibilities detailed below)
to develop functionality that will allow a Changepoint or
MyChangepoint user to interact with the SkillsVillage products
and services to utilize the services of SkillsVillage such as
selection of personnel. At a minimum it is envisioned that a user
of Changepoint will have the capability within Changepoint to
send a resource requirement to SkillsVillage and receive a list
of available personnel meeting the specifications. The interface
will also allow the user to request detailed information on any
of the available personnel on the list.
c) There are a number of additional opportunities for interaction
between the two party's products and services that are being
discussed, and will be developed as soon as feasible. One of
these functions is the capability to pass time reports and other
information between the systems. The parties agree to continue to
explore opportunities that will benefit the joint user community
of the parties.
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2. UNDERSTANDINGS
The parties anticipate that the terms and conditions of this MOU will
include, but need not be limited to, the following:
Changepoint agrees to the following criteria:
(a) Feature SkillsVillage prominently on XXX.XXXXXXXXXXX.XXX in such
areas where appropriate.
(b) Provide direct links to XXX.XXXXXXXXXXXXX.XXX from within the
Changepoint applications or develop functionality based on API
specifications to be provided by SkillsVillage that will allow
for direct interaction. The intellectual property rights for
functionality developed by Changepoint will remain the sole
property of Changepoint.
(c) Changepoint will provide SkillsVillage its logo to be used to
co-brand any Xxxxxxxxxxxxx.xxx pages viewed through the
SkillsVillage web site.
(d) Work with SkillsVillage on a co-marketing plan to expand the
reach in each other's markets.
SkillsVillage agrees to the following criteria:
(a) Changepoint shall be prominently featured on
XXX.XXXXXXXXXXXXX.XXX in such areas as Resource Center and other
areas where appropriate.
(b) Provide specifications of API's and reasonable technical
assistance to Changepoint to allow development of the interfaces
between the products and thereafter to support new releases. The
intellectual property rights for functionality developed by
SkillsVillage will remain the sole property of SkillsVillage.
(c) Provide direct links to XXX.XXXXXXXXXXX.XXX or
XXX.XXXXXXXXXXXXX.XXX as appropriate.
(d) SkillsVillage will create a Changepoint co-branded landing page,
which will be used when Changepoint users click through to
XXX.XXXXXXXXXXXXX.XXX.
(e) Work with Changepoint on a co-marketing plan to expand the reach
in each other's markets.
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CONFIDENTIAL TREATMENT
3. TRANSACTION FEES
SkillsVillage agrees to pay the following transaction fees to
Changepoint on a quarterly basis:
(a) ***
(b) ***
All fees are to be paid to Changepoint for any transaction made
against a Changepoint referral within a 12 (twelve) month period of
that referral.
Either party can request that the value of the transaction fees in (a)
and (b) above will be reviewed in good faith on the semi-annual or
annual anniversary of this agreement, based on changes in volume of
business volume generated or changes in the established market prices
for similar services.
4. PUBLIC ANNOUNCEMENTS
Prior to the execution of this MOU by the Parties, neither party shall
make any public announcement about this MOU or the parties'
discussions without the written consent of the other party, which
consent shall not be unreasonably withheld or delayed. . The content
of the press release will be agreed upon by both parties. In addition,
each party may issue individual press releases concerning the
execution of this MOU with prior written approval from the other
party.
5. EXPENSES
Each of the Parties agrees to pay all costs it incurs in connection
with this MOU and the publishing of logos on each parties respective
web site.
6. CONFIDENTIALITY
This MOU and all information exchanged pursuant to this MOU (whether
in tangible or intangible form) shall be held confidential by the
Parties unless written permission is granted from the other party.
7. TERM AND TERMINATION
This Agreement will remain in effect for one (1) year after the
Effective Date, and shall automatically renew for additional one-year
periods, unless terminated by either party by written notice to the
other party at least thirty (30) days prior to the end of the
then-current term. Six months form the commencement of the
*** The omitted material has been filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
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Agreement, SkillsVillage and Changepoint will revisit the terms of
this Agreement.
7.1 If either party commits any material breach of any material
provision of this Agreement, the other party will have the right
to terminate this Agreement by written notice unless the
breaching party remedies such breach within thirty (30) calendar
days after receiving written notice from the non breaching party
describing such breach in detail.
7.2 Either party shall have the right to terminate this Agreement,
without cause, within (30) thirty days of written notice of such
termination to the other party.
7.3 Either party may terminate this Agreement immediately if the
other party ceases conducting business in the normal course,
becomes insolvent, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a receiver for
its business or assets, avails itself of or becomes subject to
any petition or proceeding under any statute of any state or
country relating to insolvency or the protection of the rights of
creditors, or any other insolvency or bankruptcy proceeding or
other similar proceeding for the settlement of the other party's
debt is instituted.
7.4 Upon any expiration or termination of this Agreement, all
licenses granted hereunder and all other the rights and
obligations of the parties under this Agreement will terminate.
In addition, each party will cease display of the other party's
icons, links, logos, and marks on its web sites, and each party
shall promptly remove the other party's materials from its
servers and all marketing and promotional materials. Affiliate is
only eligible to earn referral fees on revenues earned during the
term of this Agreement from qualifying transactions.
8. LEGAL EFFECT, LEGAL APPROVALS
This MOU sets forth the current intentions of the parties with respect
to the activities described, but in no way gives rise to any legal
obligations other than the confidentiality obligations set forth
above.
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IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their
respective authorized representatives as of the latter of the two dates set
forth below.
XXXXXXXXXXXXX.XXX CHANGEPOINT CORPORATION
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ -----------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxx
------------------------------ -----------------------------
Title: VP, Business Development Title: VP, Business Development
------------------------------ -----------------------------
Date: 2/4/00 Date: 2/5/00
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