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 screening 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 [****]. 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.
----------------------------------- -------------------------------------
Xxxx Xxxxxx
Its President & CEO
-------------------------------
Duly Authorized
Date: Date:
---------------------- -----------------------
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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: By:
------------------------------- -----------------------------------
Title: Title:
---------------------------- --------------------------------
