Exhibit 10.10
2002 SALES CHANNEL AGREEMENT
THIS SALES CHANNEL AGREEMENT (this "Agreement") is made as of January
1, 2002 by and among Creo Products Inc., a federally incorporated Canadian
corporation ("Creo Products"), CreoScitex America, Inc., a Washington
corporation ("CreoScitex"), and printCafe, Inc., a Delaware corporation
("printCafe").
RECITALS
WHEREAS, printCafe and Creo Products are parties to that certain
Amended and Restated Strategic Alliance Agreement dated as of December 31, 2001
(the "Strategic Alliance Agreement");
WHEREAS, Section 6(b) of the Strategic Alliance Agreement states that
Creo Products and its affiliates have the right to sell printCafe Products and
Services in any market;
WHEREAS, CreoScitex, a wholly-owned subsidiary of Creo Products, wishes
to provide the Creo Sales Channel Services for the North American market and has
agreed to provide such Creo Sales Channel Services with respect to printCafe's
eCommerce Services;
WHEREAS, Creo Products, CreoScitex and printCafe wish to set forth the
terms and conditions of such a sales channel arrangement and have entered into
this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth above and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. SALES CHANNEL SERVICES.
1.1 Subject to Paragraph 4.1 of this Agreement, printCafe hereby
appoints CreoScitex as a sales channel of printCafe eCommerce Services in North
America (the "Territory") to sell printCafe eCommerce Services and to promote
the sale of printCafe eCommerce Services and CreoScitex accepts its appointment
as such sales channel of printCafe eCommerce Services in the Territory, each in
accordance with the terms, provisions and conditions of this Agreement;
provided, however, that notwithstanding anything to the contrary in this
Agreement:
(A) CreoScitex will not sell to print buyers in the Territory
without the express written consent of printCafe, which consent may be
withheld in the sole discretion of printCafe, and printCafe reserves
the right to create new or maintain existing third party sales and
promotional channels of printCafe eCommerce Services to print buyers;
and
(B) subject to the limitation set forth in Section 3.2 of this
Agreement, printCafe reserves the right to sell printCafe eCommerce
Services to any third party without any limitation and to promote the
sale of printCafe eCommerce Services in the Territory through its own
sales and marketing efforts.
1.2 For the purposes of this Agreement, printCafe eCommerce Services
shall include those services provided by printCafe specified in Schedule "A"
which is annexed to and made part of this Agreement, and, subject to the
limitations set forth herein, such other printCafe eCommerce Services as may,
from time to time, be offered by printCafe in the Territory.
1.3 As used in this Agreement, "Contract Value" means, unless otherwise
specified:
(A) with respect to a contract with a term of greater than
twelve months, the average annual dollar amount of payments during the
initial term of the contract, excluding value added or sales taxes or
other similar taxes payable on the amounts so charged;
(B) with respect to a contract with a term of twelve months or
less, the dollar amount of payments under the terms of the contract for
the duration of the such contract, excluding value added or sales taxes
or other similar taxes payable on the amounts so charged;
provided, however, that the "Contract Value" for a Transaction Purchase
Agreement (as described on Schedule "A") shall equal $2,500 and, provided,
further, that the "Contract Value" for a printCafe Pro Agreement (as described
on Schedule "A") shall equal the average annual dollar amount of payments a
printer would have paid for an e-Unlimited Agreement (as described on Schedule
"A") during the initial term of the contract, excluding value added or sales
taxes or other similar taxes payable on the amounts so charged.
1.4 This Agreement shall be effective as of the date first set out
above (the "Effective Date") and unless otherwise terminated in accordance with
the terms hereof, this Agreement shall remain in force until December 31, 2002.
2. PERFORMANCE OBLIGATIONS.
2.1 CreoScitex shall warrant and undertake to:
(A) Sales Channel Services. Use reasonable commercial efforts
to develop, promote and maintain as far as practicable the market
potential of the printCafe eCommerce Services in the Territory.
(B) Sales Representatives. Provide not less than forty (40) of
sales channel representatives ("DSMs") to sell the printCafe eCommerce
Services in the Territory and, unless otherwise agreed to by the
parties hereto, not less than five dedicated e-media sales
representatives ("ESMs") to close agreements related to the sale of the
printCafe eCommerce Services by CreoScitex.
(C) Quota Sales Targets. Establish and maintain the specific
quotas for sales of the printCafe eCommerce Services in the CreoScitex
compensation plan for all DSMs in accordance with Schedule "B" annexed
to and made a part of this Agreement (the "Quota Sales Target"). Sales
of printCafe eCommerce Services generated by each DSM will be allocated
against the Quota Sales Target using the Contract Value for the first
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twelve months or the duration of the contract, whichever is shorter,
regardless of the term of the contract.
(D) Booking Contracts. Use the DSMs and ESMs to negotiate and
assist in the booking of transaction with respect to the sale of
printCafe eCommerce Services by DSMs and ESMs and use contracts,
purchase orders or other documentation provided by or acceptable to
printCafe to book such transactions.
(E) Commissions. Pay commissions based on the Contract Value
in accordance with Schedule "C" annexed to and made a part of this
Agreement. CreoScitex will, at its sole discretion, allocate the
commission earned among its regional sales representatives, DSMs and
the ESMs. Commission allocated to ESMs for any sales of non-printCafe
eCommerce Services shall not be materially greater than commissions
allocated to such ESMs for any sales of printCafe eCommerce Services in
accordance with this Agreement.
(F) Accelerator Payments. Pay a commission accelerator payment
to each DSM who achieves his or her Quota Sales Target equal to 0.5% of
the amount of CreoScitex products (excluding sales of the printCafe
eCommerce Services) booked during the term of this Agreement.
(G) Training. Provide reasonable training for the DSMs with
respect to the printCafe eCommerce Services.
2.2 printCafe shall warrant and undertake, at printCafe's expense, to:
(A) printCafe eCommerce Services. Promptly supply the
printCafe eCommerce Services to customers pursuant to booked contracts
from the DSMs and ESMs which meet the functionality and performance
criteria which printCafe releases in respect thereto.
(B) printCafe Product and Services Milestones. Use reasonable
commercial efforts to satisfy the pricing model and functionality
milestones by the deadlines set forth in Schedule "D" annexed to and
made a part of this Agreement (the "Milestones") or otherwise pay to
CreoScitex the applicable advance payments set forth in Schedule "D"
hereto in accordance with the terms set forth therein (the "Milestone
Payments") provided, however, that notwithstanding any provision of
this Agreement, the Milestone Payments payable hereunder in any
particular month shall not exceed, when added to the "Reimbursement of
ESM Costs" (as described on Schedule "C") payable by printCafe to
CreoScitex in that particular month, $41,667.00.
(C) Implementation and Customer Technical Support. Promptly
provide installation, implementation, instruction and ongoing technical
and sales support services as reasonably required to promote and
maintain the goodwill, reputation and market potential of the printCafe
eCommerce Services with, and the successful use and integration of,
print and pre-press providers.
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(D) Promotion. Use its reasonable commercial efforts to
develop, promote and maintain the goodwill, reputation and market
potential of the printCafe eCommerce Services in the Territory
including the provision of pricing and functionality of such printCafe
eCommerce Services which is competitive in the marketplace.
(E) Sales Literature. Assist CreoScitex by furnishing
CreoScitex with promotional literature, technical data and other
information with respect to the printCafe eCommerce Services as
printCafe provides to its customers with respect to the printCafe
eCommerce Services, if requested by CreoScitex.
(F) Training and Technical Support. Provide technical and
sales support to CreoScitex by promptly answering technical questions
from the DSMs and ESMs with respect to the printCafe eCommerce
Services, if requested by CreoScitex. Additionally, printCafe will
provide reasonable training for the ESMs with respect to the printCafe
eCommerce Services if requested by CreoScitex.
(G) Recovery of Creo Cost of Sales. Pay to CreoScitex the "DSM
Commission Reimbursement" and "Reimbursement of ESM Costs" as set forth
in Schedule "C" of this Agreement (such reimbursements together
referred to as the "Recovery of Creo Cost of Sales").
3. CHANNEL MANAGEMENT LIST.
3.1 Each of printCafe and CreoScitex will, by the fifth business day of
each month during the term of this Agreement prepare and distribute to the other
party an updated channel management list (referred to as the "Customer List")
which shall set out the name and address of each potential customer of the
printCafe eCommerce Services in the Territory identified by the printCafe sales
representatives or CreoScitex sales representative, respectively.
3.2 Neither printCafe nor CreoScitex, as the case may be, shall solicit
sales of the printCafe eCommerce Services in the Territory from potential
customers listed on the other party's Customer List delivered without written
permission from such other party.
3.3 A potential customer will be removed from the Customer List of
printCafe or CreoScitex, as the case may be, in the following circumstances:
(A) if a sales representative of the applicable party fails to
submit a proposal to the potential customer on such party's Customer
List, with a copy of such proposal to the other party, within 90 days
of the date that a copy of such Customer List was delivered or deemed
delivered to the other party.
(B) if, after submitting a proposal, the sales representative
of the applicable party fails to close the sale transaction outlined in
the proposal within 90 days of the date that a copy of such proposal
was delivered to or deemed delivered to the other party.
Once a potential customer has been removed from a Customer List of either party,
the potential customer may not be reinstated on such party's Customer List for a
period of 90 days from the date that the potential customer was removed from the
applicable Customer List.
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3.4 Notwithstanding any provision to the contrary in this Agreement, a
customer that purchases a eCommerce Services from either CreoScitex or
printCafe, as the case may be, shall be deemed to remain on the applicable
party's Customer List for a period of twelve months after the initial sale is
booked by printCafe. After the expiration of such twelve month period after a
sale is recorded by printCafe, each customer shall be subject to the provisions
of Sections 3.1, 3.2 and 3.3.
3.5 In circumstances where CreoScitex has listed a potential customer
on its Customer List and printCafe can, with reasonable documented proof
thereof, establish that a sales representative of printCafe has, within the
previous 90 day period, submitted a proposal to such potential customer, then
each of CreoScitex and printCafe shall appoint respective representatives who
shall, in good faith, determine the party best able to service the potential
customer in accordance with the guidelines agreed to by the parties from time to
time.
4. AMENDMENT AND TERMINATION.
4.1 This Agreement may be amended or varied only by agreement in
writing signed by each of the parties hereto.
4.2 If printCafe desires to appoint a sales channel for the printCafe
eCommerce Services to print and pre-press providers in the Territory other than
CreoScitex or the existing printCafe sale channel then:
(A) printCafe will forthwith provide CreoScitex with written
notice of such intent; and
(B) printCafe and CreoScitex promptly negotiate amendments to
the Quota Sales Targets, Accelerator Payment and Recovery of Creo Cost
of Sales specified herein to adjust such factors accordingly in
consideration of the added sales channel.
If printCafe appoints a sales channel of the printCafe eCommerce Services to
print and pre-press providers in the Territory other than CreoScitex prior to an
agreement on amendments to the Quota Sales Targets described in Paragraph
2.1(c), Accelerator Payment described in Paragraph 2.1(f) and Recovery of Creo
Cost of Sales, then CreoScitex will be deemed to be released from all
obligations with respect to Quota Sales Targets under this Agreement and this
Agreement shall be deemed to be amended accordingly.
4.3 The parties hereto will commence a review of the Quota Sales
Targets, Accelerator Payments and Recovery of Creo Cost of Sales, by the first
business day of August during the term of this Agreement and will, in good
faith, negotiate terms for successive forms of this Agreement for additional one
year terms. The parties agree that negotiations with respect to Quota Sales
Targets and Recovery of Creo Cost of Sales will be based on adjustments, if any,
to the Quota Sales Targets and Recovery of Creo Cost of Sales based on expected
sales of the printCafe eCommerce Services by the DSMs for the next fiscal year.
4.4 Notwithstanding any other provision of this Agreement, Creo
Products and CreoScitex, acting together as one party, or printCafe may
terminate this Agreement upon:
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(A) the failure of the other party to comply with any of the
material terms or conditions herein upon such party being notified in
writing by the terminating party of such failure and failing to remedy
such failure within 30 days of receiving such notice;
(B) the other party ceasing to carry on business or otherwise
making or proposing to make any sale of the whole or a substantial
portion of its assets in bulk or out of the ordinary course of its
business; or
(C) the bankruptcy or receivership of the other party or the
passing of a resolution by the other party for its winding up or
dissolution.
4.5 Creo and CreoScitex, acting together, may terminate this Agreement
upon written notice to printCafe by February 15, 2002, if, before January 31,
2002, printCafe delivers written notice of an amended Fixed Form Functionality
milestone deadline which is later than the Fixed Form Functionality milestone
deadline set forth in Schedule "D". If printCafe provides such written notice to
Creo and CreoScitex and Creo and CreoScitex, acting together, do not terminate
this Agreement by providing written notice to printCafe by February 15, 2002,
then printCafe will only be liable for the Milestone Payments to CreoScitex as
set forth in Schedule "D" from the date of the Fixed Form Functionality
milestone deadline set forth in the notice and Schedule "D" shall be deemed to
be amended accordingly.
5. NOTICES.
5.1 Any demand, notice or other communication (a "Communication") to be
made or given in connection with this Agreement shall be made or given in
writing and may be made or given by nationally recognized overnight courier,
facsimile, personal delivery or by registered mail addressed to the applicable
recipient as follows:
(A) In the case of printCafe:
Forty 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
ATTENTION: XXXX XXXX, PRESIDENT
(B) In the case of CreoScitex:
0 Xxx Xxxx Xxxxx
Xxxxxxx, XX 0000
Facsimile: 000-000-0000
ATTENTION: XXXXX XXXXXXXX
5.2 Any notice, waiver, direction or other instrument or communication
if delivered will be deemed to have been validly and effectively given on the
date on which it was delivered and, if sent by facsimile transmission or
nationally recognized overnight delivery service, will be deemed to have been
validly and effectively given on the next business day (being a day other
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than a Saturday, Sunday or statutory holiday) following the day on which it was
sent; provided that, if the day of delivery is not a business day, such notice,
waiver, direction or other instrument or communication will be deemed to have
been given and received on the next business day following such date.
5.3 Any party hereto may change its address for notices or service from
time to time by written notice given in accordance with this Section 5.
6. EXCUSABLE DELAY.
6.1 In the event that either party is prevented from performing or is
unable to perform any of its obligations under this Agreement (other than a
payment obligation) due to any act of God, fire, casualty, flood, earthquake,
war, strike, lockout, epidemic, destruction of production facilities, riot,
insurrection, material or component unavailability or shortage, or any other
cause beyond the reasonable control of the party invoking this Section (a "Force
Majeure") and if such party shall have used its best efforts to mitigate its
effects, such party shall give prompt written notice to the other party, its
performance shall be excused, and the time for the performance shall be extended
for the period of delay or inability to perform due to such occurrences.
Notwithstanding the foregoing, if such party is not able to perform within 180
days after the event giving rise to the excuse of Force Majeure, the other party
may terminate this Agreement.
7. DISPUTE RESOLUTION.
7.1 Any dispute or claim arising out of or in connection with this
Agreement will be finally settled by binding arbitration at Chicago, Illinois in
accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association by three arbitrators appointed in accordance with such
rules. Each party shall select one such arbitrator, and the two arbitrators so
chosen shall select the third arbitrator. The arbitrators shall apply Delaware
law, without reference to rules of conflicts of law or rules of statutory
arbitration, to the resolution of any dispute. Judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, the parties may apply to any court of competent
jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this Section, without breach of this arbitration
provision.
8. GENERAL.
8.1 Independent Contractors. The relationship of the parties is that of
independent contractors, and nothing contained in this Agreement shall be
construed to give either party the power to direct or control the day-to-day
activities of the other party or create or assume any obligation on behalf of
the other party.
8.2 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8.3 Certain Definitions. The terms "printCafe Products and Services",
"eCommerce Services" and "Creo Sales Channel Services" shall all have the
meaning prescribed thereto in the Strategic Alliance Agreement. As used in this
Agreement, "book", "booking" and "booked" means when a contract is signed by
printCafe and financing, if applicable, is approved.
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8.4 Entire Agreement. This Agreement, its Schedules and the documents
referred to herein are the product of both CreoScitex and printCafe, and
constitute the entire agreement between such parties pertaining to the subject
matter hereof and thereof, and merge all prior negotiations and drafts of the
parties with regard to the transactions contemplated herein and therein. Any and
all other written or oral agreements existing between such parties hereto
regarding such transactions are expressly canceled.
8.5 Amendments and Waivers. Any term of this Agreement may be amended
or waived only with the written consent of the parties or their respective
successors and assigns. Any amendment or waiver effected in accordance with this
Section shall be binding upon the parties and their respective successors and
assigns.
8.6 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic position enjoyed by
each party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of this Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of this
Agreement shall be enforceable in accordance with its terms.
8.7 Assignment; Successors and Assigns. This Agreement shall not be
assigned, by operation of law or otherwise, without the express prior written
consent of the party not seeking such assignment. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this agreement, except as
expressly provided in this Agreement.
8.8 Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties pursuant to this
Agreement shall be governed, construed and interpreted in accordance with the
laws of the State of Delaware, without giving effect to principles of conflicts
of law.
8.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
8.10 Currency. Unless otherwise specifically provided in this
Agreement, all references to dollar amounts or other money are expressed in
terms of lawful money of the United States of America.
8.11 Strategic Alliance Agreement. The parties agree that this
Agreement is intended to set forth the understanding pursuant to which Creo and
its affiliates will sell printCafe eCommerce Services in the Territory as
contemplated by Section 6(b) of the Strategic Alliance Agreement. Except as set
forth in the immediately preceding sentence, this Agreement is not intended to
amend, modify, restrict or revise the terms of the Strategic Alliance Agreement.
In
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particular, Creo Products or its affiliates may sell printCafe Product and
Services, other than eCommerce Services in accordance with the Strategic
Alliance Agreement without regard to this Agreement. If this Agreement is
terminated in accordance with Section 4, the Strategic Alliance Agreement shall
remain in full force and effect without regard to any term or condition
contained herein.
8.12 Allocation of Expenses. The parties agree that, except as
otherwise expressly provided herein, each party will bear its own expenses
incurred in connection with the performance of its respective obligations under
this Agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Sales Channel
Agreement to be executed as of the date first written above by their officers
thereunto duly authorized.
CREOSCITEX AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
CREO PRODUCTS INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Corporate Secretary
Creo Products Inc.
PRINTCAFE, INC.
By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: President and
Chief Executive Officer
SIGNATURE PAGE TO THE 2002 SALE CHANNEL AGREEMENT AMONG CREOSCITEX
AMERICA, INC., CREO PRODUCTS INC. AND PRINTCAFE, INC.
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SCHEDULE "A"
PRINTCAFE ECOMMERCE SERVICES
1. printCafe Web Start: includes a branded web site, integration with
printCafe Print Management Systems and printCafe PCX and also includes
a specified amount of training, a pre-set number of Archive User
licenses, SiteManager, and a predefined level of e-commerce volume with
a three year commitment.
2. printCafe e-Unlimited: standard package licensing the customer to
process unlimited e-commerce volume and includes the branded web site,
integration to printCafe Print Management Systems, printCafe PCX,
SiteManager, a specified amount of training and an unlimited number of
Archive User licenses.
3. printCafe E-Commerce Purchase Agreement: low cost entry point for
printers who are on the preferred vendor list of printCafe buyer side
customers. The coupons are sold in $5,000 increments and represent
$330,000 in transaction value and expire one year from the date of
purchase. Web sites and training are not included with this service.
4. printCafe Pro (non ERP portion only): provides unlimited licensing of
the Print Management System and the unlimited e-commerce product and
service. It includes a waiver maintenance fees on any printCafe Print
Management System and certain other ERP modules sold by printCafe,
including Auto-Count (formerly Logic Auto-Count) for automated
signature count and waste tracking.
5. printCafe Transaction Purchase Agreement: spot fee of 2% of a
transaction value (excluding taxes, freight and shipping) charged to
Printers who have no subscription plan in place.
6. Such other products and revisions to the above listed printCafe
e-Commerce Services in accordance with the New Pricing Model (as
described on Schedule "D").
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SCHEDULE "B"
QUOTAS
------------------------------------------------------------------------------
TERM QUOTA (PER DSM)
------------------------------------------------------------------------------
January 1, 2002 to December 1, 2002 $250,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
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SCHEDULE "C"
COST OF SALE RECOVERY
1. DSM Commission Reimbursement
printCafe will reimburse CreoScitex 5% on Contract Value up to the
first $1,000,000 in aggregate booked contracts during the term of the
Agreement.
2. Reimbursement of ESM Costs
----------------------------------------------------------------------
BOOKED CONTRACT VALUE COST RECOVERY PAYABLE
(CUMULATIVE) (AS A % OF BOOKED CONTRACT VALUE)
----------------------------------------------------------------------
$0 to $250,000 60%
----------------------------------------------------------------------
$251,000 to $500,000 57%
----------------------------------------------------------------------
$501,000 to $750,000 55%
----------------------------------------------------------------------
$751,000 to $1,000,000 48%
----------------------------------------------------------------------
Greater than $1,000,000 21%
----------------------------------------------------------------------
3. All payments pursuant to Paragraphs 1 and 2 above shall be made in
three equal monthly payments beginning at the end of the month of the
date of booking and collection of deposit for contracts.
4. In the event that a contract is cancelled by a customer during the 12
month period after it is booked, CreoScitex shall credit to printCafe
any amounts, other than amounts that printCafe may have received and
retained as payment for the printCafe eCommerce Services delivered to
the customer, paid by printCafe pursuant to Paragraphs 1 and 2 related
to such contract; provided, however, that CreoScitex shall not be
required to credit to printCafe any amounts paid to printCafe in the
event that the parties agree otherwise in writing or such cancellation
is due to (i) the failure of the printCafe eCommerce Serviceto meet the
site specifications published by printCafe at the time of the sale; or
(ii) printCafe's failure to satisfy the training, implementation or
customer service obligations set forth in the customer contract.
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SCHEDULE "D"
MILESTONES AND MILESTONE PAYMENTS
------------------------------------------------------------------------------------------------------------
MILESTONE DEADLINE MILESTONE PAYMENT TO CREOSCITEX
------------------------------------------------------------------------------------------------------------
New Pricing Model January 15, 2002 $20,000 on January 16, 2002 and $20,000 on the
fifteenth day of each month thereafter until the
New Pricing Model is delivered.
------------------------------------------------------------------------------------------------------------
Fixed Form Functionality February 1, 2002 N/A
Specifications
------------------------------------------------------------------------------------------------------------
Fixed Form Functionality June 1, 2002 $20,000 on June 2, 2002 and $20,000 on the first
day of each month thereafter until the Fixed Form
Functionality is delivered by printCafe in
accordance with the Fixed Form Functionality
Specifications delivered above.
------------------------------------------------------------------------------------------------------------
Smart Form Functionality April 1, 2002 N/A
Specifications
------------------------------------------------------------------------------------------------------------
Smart Form Functionality September 9, 2002 $10,000 on September 10, 2002 and $10,000 on the
first day of each month thereafter until the
Static Form Functionality is delivered by
printCafe to CreoScitex in accordance with the
Smart Form Functionality Specifications delivered
above
------------------------------------------------------------------------------------------------------------
Where:
"New Pricing Model" means the pricing model which printCafe anticipates
introducing to customers in January 2002 pursuant to which e-Commerce
Services are priced based on size of customer/user and product features (as
opposed to transaction volume and number of users) and in which the base
product features include a setup fee and use of a web site for entering
request for estimates.
"Static Form Functionality" means the redesign of the printCafe web
services user interface to be a set of static HTML forms and pursuant to
which the fields on the form will be mapped directly to data items in the
Logic, PSI, and Xxxxx management systems. The end user will be able to
add/change/delete information in these fields to specify their job details.
The printer will not be able to modify the location of the fields or which
ones are displayed provided, however, that the prIntellect capability will
still be available for use for other product types and the printer
specifies which user interface type will appear for products.
"Smart Form Functionality" means the extension of the printCafe web
services product user interface beyond static forms so that the printer can
specify which data fields will appear and where and pursuant to which the
fields on the form will be mapped directly to data items in
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the Logic, PSI, and Xxxxx management systems. Printers will be able to
build their own forms for all of their products. A separate forms designer
tool is supplied to perform the field layout and mapping to the management
system fields.
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