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Exhibit 10.20
STRATEGIC ALLIANCE PLUS AGREEMENT WITH ▇▇▇▇▇▇▇▇.▇▇▇
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1 Strategic Alliance ▇▇▇▇▇▇▇▇.▇▇▇ ("SciQuest") provides comprehensive
Overview electronic marketplace services for buyers and
sellers of scientific and laboratory products.
SciQuest is forming a Strategic Alliance
("Strategic Alliance" or "Alliance") with certain
qualifying suppliers of scientific products
("Partners" or "Alliance Plus Partners"). Partners
receive significant benefits not available to non-
Alliance suppliers including but not limited to:
preferred positioning in buyers' search results,
reduced commission fees, certain e-marketing
services and other such services as described in
this Strategic Alliance Agreement. Partners that
enter into a Strategic Alliance Plus Agreement no
later than October 20, 1999 with respect to
becoming an Alliance Plus Partner will receive
warrants to purchase equity ownership in SciQuest
as defined herein.
2 Strategic Alliance Partnership in the Strategic Alliance will be
Partnership limited to those suppliers who have annualized
Qualifications global revenues derived from products that will be
made available for sale in SciQuest's electronic
marketplace of approximately $50 million based on
the supplier's most recent calendar quarter's
revenues, or hold a first or second market share
position in at least one product category, as such
product category is defined by SciQuest. SciQuest
reserves the right to determine which companies
shall be invited to participate in the Strategic
Alliance.
3 Definition of "Electronic Marketplace Services" means providing
Electronic one or more of the following services:
Marketplace
Services (i) electronic selling and marketing
(ii) electronic order processing, billing
and collection
(iii) electronic buyer and supplier customer
service
(iv) electronic product data conversion,
management and distribution
(v) buyer and supplier systems integration
(vi) purchasing reports and electronic data
mining
(vii) supplier-specific electronic commerce
storefronts
where the transaction occurs over the internet
using a browser, or using an extranet or intranet,
or by using any system in which the particular
electronic marketplace service is transmitted via
electronic means, and does not include traditional
order processing services (mail, voice telephone,
facsimile).
4 Nature of A. Sole Provider. Subject to the termination and
Preferred conversion provisions of section 16 below, the
Relationship Alliance Plus Partner agrees to and does hereby
appoint SciQuest as its sole third party provider
of Electronic Marketplace Services (defined below)
for the Term; provided however that:
(i) orders received directly by the Partner
from customers or distributors through
regular e-mail or electronic data
interchange,
(ii) orders received by Partner directly
from a customer or distributor where
the order is transmitted by traditional
order processing (mail, facsimile or
voice telephone); and
(iii) operation and order processing by the
Partner using its own electronic
commerce web site not enabled by
SciQuest
shall not be considered Electronic Marketplace
Services for purposes of this section.
B. Protection of Partner-Customer Existing
Relationships. If a customer of Partner requests
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in writing that Partner make use of an Electronic
Marketplace Service other than SciQuest, then the
following provisions apply:
(i) Protection of Partner existing
relationships: (a) if on the effective date of
this Agreement, to the extent that Partner has an
existing relationship with a third party
Electronic Marketplace Service provider other than
SciQuest, Partner may continue to provide product
data and information to such provider, and to
permit such provider to derive revenue from
Partner product data and information which acts
shall not be a breach of this Agreement; and (b)
Partner may, in its discretion, request SciQuest
to provide Electronic Marketplace Services to
coordinate with its existing Electronic
Marketplace Service providers in order to
eliminate Partner's need to interact with multiple
Electronic Marketplace Service providers. The
foregoing notwithstanding, during the Term
described on Exhibit B, the Partner shall not
expand its relationship with such third party
Electronic Marketplace Service provider with
respect to additional customers, or provide
product data and information in the future that is
not provided as of the effective date of this
Agreement with respect to the additional
customers.
(ii) Protection of Partner new
customer Electronic Marketplace Services: Partner
shall use its commercially reasonable efforts to
encourage the customer to use SciQuest Electronic
Marketplace Services. If the customer does not
elect to use SciQuest Electronic Marketplace
Services to directly place orders and otherwise
transact electronic business with Partner and
Partner can demonstrate that its inability to work
with the customer's other Electronic Marketplace
Service provider will result in a material adverse
affect on the business relationship with its
customer, then the parties agree to negotiate in
good faith to find a solution reasonably
acceptable to Partner. Partner shall not enter
into any agreements of any kind with the
customer's alternative Electronic Marketplace
Service provider that would permit the alternative
Electronic Marketplace Service provider to derive
revenue from the use of Partner product data or
information.
C. Migration to SciQuest. Partner shall make best
commercial efforts to migrate to the SciQuest
Electronic Marketplace Services as follows:
(i) Non-cancelable written agreement. If
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the Partner has an existing written agreement with
another third party provider of Electronic
Marketplace Services that conflicts with the
Partner's obligations under section 4., and if the
agreement with the other provider is for a term
and is non-cancelable except upon a breach, then:
(a) the Partner shall advise SciQuest in writing
of the non-cancelable agreement including the
general terms of the relationship between the
parties; and (b) the Partner may continue to
perform the agreement.
(ii) Migration generally. The Partner shall
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take all reasonable acts to cause a migration to
SciQuest's Electronic Marketplace Services as soon
as the Partner is reasonably able to do so under
the circumstances.
(iii) No adverse effect. SciQuest is
-----------------
committed to facilitate transactions between the
Partner and its customers and to increase
efficiency for each party; therefore, in no event
shall Partner be required to migrate to SciQuest's
Electronic Marketplace Services where such
migration will have a material adverse affect on
its relationship with a customer.
5 Partner's own Partner shall use its best efforts to begin using
purchases the SciQuest Electronic Marketplace Services in
accordance with the guidelines set forth in
Exhibit E at the earliest practicable time and to
the fullest extent possible; however, Partner may
continue to purchase products using existing
methods to conform to current manufacturing,
quality control and/or regulatory standards and/or
Partner's contracts with suppliers.
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6 Foreign Markets SciQuest currently provides Electronic Marketplace
Services in the United States (the "Territory").
SciQuest intends, directly and through
subsidiaries to be formed, to expand its services
to other geographic areas of the world outside the
Territory (hereafter the "Foreign Market").
(i) SciQuest shall keep Partner reasonably
apprised of its plans to expand directly and
indirectly into Foreign Markets.
(ii) To the extent that Partner is using
Electronic Marketplace Services in a particular
Foreign Market as of the date of this Agreement
other than through SciQuest or its subsidiary,
Partner shall inform SciQuest in writing and
SciQuest may, within one hundred twenty days of
being so advised, propose to Partner that it or
its subsidiary assume the provision of such
services. To the extent not (a) in conflict with
Partner's contractual obligations to any third
party, (b) violative of any of the laws of the US
or the relevant Foreign Market and (c) having
adverse tax consequences to Partner, when
SciQuest's services become available, Partner
shall contract with SciQuest or its subsidiary on
business terms no less favorable than those on
which Partner is presently using Electronic
Marketplace Services to provide SciQuest's
Electronic Marketplace Services or, at the
election of Partner, to provide Electronic
Marketplace Services of SciQuest's subsidiary. If
the Partner and SciQuest are unable to reach an
agreement, Partner shall not enter an agreement
with the foreign Electronic Marketplace Services
that would prevent SciQuest from providing
Electronic Marketplace Services to Partner in the
Foreign Market in the future.
(iii) To the extent that Partner decides in
the future to use Electronic Marketplace Services
in a particular Foreign Market in which SciQuest
or its subsidiary does not offer Electronic
Marketplace Services and to the extent not in
conflict with Partner's contractual obligations to
any third party, Partner shall offer to SciQuest
or its pertinent subsidiary the opportunity to
establish the Electronic Marketplace Services for
Partner in the particular Foreign Market. If
Partner and SciQuest (or a subsidiary of
SciQuest), acting in good faith cannot reach
agreement on the terms of the provision of such
services within a reasonable period of time, or if
Partner's contractual obligations with third
parties preclude Partner from using SciQuest as
the provider in the particular Foreign Market,
then Partner may use Electronic Marketplace
Services provided by itself or by another and such
will not be a breach of this Agreement; provided
however, that Partner shall not enter into an
agreement with another Electronic Marketplace
Service provider on terms more favorable than the
Partner offered to SciQuest.
(iv) To the extent that Partner decides in
the future to use Electronic Marketplace Services
in a particular Foreign Market in which SciQuest
or its subsidiary offers Electronic Marketplace
Services and to the extent not (a) in material
conflict with Partner's business plans or
contractual obligations to any third party, (b)
violative of any of the laws of the US or the
relevant Foreign Market and (c) having adverse tax
consequences to Partner, Partner and SciQuest
shall negotiate mutually agreeable terms to use
SciQuest's Electronic Marketplace Services or, at
the election of Partner, to use Electronic
Marketplace Services of SciQuest's subsidiary.
7 Equity Incentives SciQuest agrees to issue a warrant (the "Warrant")
to Alliance Plus Partners that enter into a
Strategic Alliance Agreement with SciQuest on or
before October 20, 1999. Alliance Plus Partners
will be issued warrants to acquire shares of
SciQuest common stock ("Warrant Shares") based on
Revenue Potential as described in Exhibit A.
Subject to Exhibit A each Alliance Plus Partner
will be issued Warrant Shares based on its pro-
rata contribution to Revenue Potential among all
Alliance Plus suppliers entering into a Strategic
Alliance Plus Agreement on or before October 20,
1999. Warrants that have been earned shall be
issued on the earlier of the business day
following the closing of the initial public
offering of the
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Company's common stock ("IPO") or December 31,
1999 (the "Issuance Date"). Warrants shall vest as
follows: 25% as of the eighteen month anniversary
of the Issuance Date, 25% as of the second annual
anniversary of the Issuance Date, 25% as of the
third annual anniversary of the Issuance Date, and
25% as of the fourth annual anniversary of the
Issuance Date. Warrants shall terminate
automatically upon termination of the Strategic
Alliance Agreement, and in any event, shall
terminate ten (10) years from issuance. The
exercise price and other terms of the Warrant
shall be as set forth in Exhibit A. This section
shall be subject to the terms of the Warrant
issued by SciQuest to Partner.
8 Commissions Partners agree to pay SciQuest a
commission/discount on all sales (excluding
shipping, handling, taxes and other special fees)
ordered through the SciQuest electronic channel
and any SciQuest enabled Partner storefront per
Exhibit B. SciQuest shall not earn commissions on
sales by Partner described in section 4.A.(i)-
(iii).
9 Preferred SciQuest agrees to provide Partners with preferred
Positioning in positioning in search results as described in
Buyer's Search Exhibit C such that Partners' products are
Results differentiated from non-Partners' products on
search results pages.
10 E-commerce At the request of a Partner and as part of its
Storefront service, SciQuest shall provide Partners a co-
branded e-commerce storefront so that customers
are able to conduct electronic commerce directly
with the Partner. Such sales shall be considered
to have been provided through SciQuest, because
SciQuest will be providing the Electronic
Marketplace Services through which the order will
traverse. 'The e-commerce storefront for Alliance
Plus Partners will be developed and maintained
free of charge by SciQuest. As part of the
Electronic Marketplace Services provided to
Partner, SciQuest shall provide Partner the full
range of electronic catalog e-commerce
functionality and services currently available on
its public and private web sites, which includes
the provision of a reasonable number of customer
specific pricing storefronts, and a reasonable
frequency and number of updates of customer
specific pricing for no additional fee.'
11 SciQuest Core SciQuest's core services are those as described
Services in Exhibit D.
12 Board of Alliance Plus Partners shall have the opportunity
Governors to participate in the election of 4 of 7 members
of the Alliance Board of Governors. The purpose of
the Alliance Board of Governors is to advise
SciQuest senior management and to recommend
additional value added services for development,
and changes to policies and procedures of benefit
to the Partners and customers.
13 Partner Partner agrees to promote SciQuest's Electronic
Co-marketing Marketplace Services so as to maximize positive
Support publicity and accelerate buyer adoption of the
SciQuest electronic marketplace. This includes,
but is not limited to, mutually agreed co-
marketing, co-selling and advertising programs, an
exclusive and prominent SciQuest logo on the
Partner's web site, inclusion of the SciQuest logo
on Partner's other marketing materials and direct
mail announcements to Partner's customer list. In
addition, the Partner agrees to enable SciQuest to
initiate mutually agreed upon co-marketing
programs utilizing the Partner's current customer
mailing list, and electronic mail list, if
available.
14 Product Pricing Partner agrees to establish competitive pricing
and sales terms through SciQuest such that
customers of products of the Partner will not be
disadvantaged by purchasing through
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SciQuest as opposed to purchasing directly through
the Alliance Partner's web site, through any
permitted means of Electronic Marketplace
Services, or through traditional purchasing
channels. This covenant of competitive pricing
extends to all customers, including by example and
not limitation, customers with negotiated price
agreements (i.e. the customer who has privately
negotiated pricing or terms with the Partner shall
not be disadvantaged by buying through SciQuest).
Upon SciQuest's reasonable prior written request,
but no more often than annually, Partner shall
provide certification of its compliance with this
provision.
15 Payment Terms SciQuest agrees to pay the Partner as follows: Net
30 days for purchases of Partner products. At
Partner's option, Partner may provide a prompt
payment discount. Partner may charge twelve
percent (12%) simple interest on payments not made
within 30 days that are not reasonably in dispute
by SciQuest.
16 Term and A. Term. The term of the Strategic Alliance shall
Termination be that as described in Exhibit B.
B. Partner conversion to non-exclusive
arrangement. Partner may convert this Agreement to
a non-exclusive arrangement pursuant to the
Addendum or at any time after eighteen (18) months
have elapsed from the first date that SciQuest
provides Electronic Marketplace Services to or for
the benefit of the Partner (the "Preferred
Provider Period"). If the Partner seeks to convert
this Agreement to a non-exclusive Agreement under
this paragraph, it shall provide written notice of
such election not less than 120 days prior to the
date upon which it commences use of another
Electronic Marketplace Service (in the absence of
which all of the terms of this agreement shall
remain in effect through the remainder of the
term). If Partner makes the election to a non
exclusive arrangement under this paragraph, then
Partner may at any time after eighteen (18) months
from the effective date of such election,
terminate this entire Agreement without cause,
upon not less than 120 days prior written notice
to SciQuest.
C. Upon a conversion under section 16.B. or the
Addendum, all warrants that have not vested or
that remain un-exercised on the effective date of
the notice of conversion shall automatically
terminate and be of no further force, and
Partner's commission rate shall convert to the
rate charged as provided in Exhibit B. In such
event, all other provisions of this Agreement
except for section 4. Shall continue in force
during the remainder of the term of this Agreement
following such conversion, and Partner shall
continue to offer its goods and services through
SciQuest with the same or substantially similar
pricing, functionality, system integration,
product data information, customer service,
fulfillment service and other operational service
levels so as not to disadvantage SciQuest in
respect to the Partner's other Electronic
Marketplace Service providers.
▇. ▇▇▇▇▇▇▇. This agreement shall renew per
Exhibit B unless written notice is given to the
other party not less than 120 days before the
anniversary date.
E. Termination for cause. Either party may
terminate this Agreement for cause upon thirty
(30) days written notice to the other party.
"Cause" shall mean any of the following:
(i). Failure by the non-terminating party to
timely fulfill any obligation of that party as
contained in this Agreement, unless the non-
terminating party shall correct, within the notice
period and to the reasonable satisfaction of the
terminating party, the action or omission
constituting the cause, in which event the notice
of termination shall be without effect.
(ii). Filing by the non-terminating party or
any other person or entity in any forum of notice
of bankruptcy of the non-terminating party.
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(iii). Reorganization of the non-terminating
party for the benefit of creditors or other
similar proceeding or action.
(iv). Admission in writing of insolvency by
the non-terminating party.
(v). Transfer of ownership of 50% or more
of the outstanding voting equity in the non-
terminating party to any direct competitor of the
terminating party.
F. Effect of Breach by Partner. If, after
consideration of any applicable notice and cure
period, the Partner is in breach of this Agreement
the Partner shall forfeit all Warrants, whether
vested or not, and shall be liable (subject to the
provisions of section 27) for the damages suffered
by SciQuest as a result of such breach.
G. If substantially all of Partner's assets (or
majority control of its voting stock) are acquired
by a third party in an arm's length transaction,
the acquiror may terminate this Agreement without
cause at any time after expiration of the
Preferred Provider Period, upon not less than 120
days prior written notice to SciQuest. In the
event that an acquiror makes the election to
terminate under this paragraph, all unexpired
and/or unexercised warrants shall automatically
terminate and be of no further force or effect as
of the effective date of such notice.
H. Upon termination or expiration of this
Agreement, SciQuest shall remove all Partner
product data and other Partner information from
its web sites, and upon reasonable request, shall
return Partner specific information to Partner.
17 Product Data Partner shall promptly provide SciQuest with all
available rich product data for products
designated by Partner (in no event less than
product data available on its own web site), in no
event later than 30 days after the date of
execution of this Agreement. Partner shall also
promptly provide to SciQuest all updated and
current changes and modifications in Partner's
rich product data. Rich product data includes, by
example and not limitation, textual and image
data, pricing and all other information reasonably
related to such products that is available to
Partner. With respect to new product
introductions, the terms of section 19 apply.
SciQuest agrees to not make available Partner
specific product data to other parties (unless
required by law or valid subpoena).
18 Purchaser Data A. Full and complete data and information related
to sales of Partner's designated products bought
through SciQuest Electronic Marketplace Services
shall be provided by SciQuest to Partner at the
point of sale during the Term; provided however,
that SciQuest may redact information from
customers that is subject to a non-disclosure
obligation or for which the customer has requested
such information not be disclosed. SciQuest will
provide Partner with demographic, transactional,
and trend information in detail and summary
formats concerning customers and purchasers
ordering the Partner's products through SciQuest
to the same level and quality of information as
Partner presently receives from its own channel
and from other channels. With respect to new
product introductions, the terms of section 19
apply. SciQuest agrees to not make available
Partner specific purchaser data to other parties
(unless required by law or valid subpoena).
19 New product Partner shall decide the manner and means of new
introductions product introductions; provided however, that if
Partner determines to offer a new product via any
electronic channel or Electronic Marketplace
Service (including on its own website), Partner
shall promptly provide SciQuest at the earliest
time possible all rich product data (as set forth
in section 17 above) relating to the new product
offering, and Partner shall insure that SciQuest
is not disadvantaged in
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respect of the timing, nature or content of such
product introduction via an Electronic Marketplace
Service.
20 Sales Force Partner agrees that it will treat sales through
Incentive SciQuest equal to direct sales for the purpose of
Alignment calculating commissions for its sales force and
will not institute sales commission schedules for
its direct sales force, or other management
incentive programs that discourage or in any
manner provide disincentives to its direct sales
force, other personnel or management from fully
supporting and promoting the Strategic Alliance.
21 Implementation To provide a smooth and expeditious implementation
of the SciQuest Electronic Marketplace Services,
SciQuest agrees to provide Partner with an
Implementation Consultant ("IC") over a mutually
agreed time period. The IC will establish a team-
based structure comprising representatives from
Partner and SciQuest. The Partner will appoint a
project leader to facilitate implementation.
During the implementation phase of this agreement,
the Board of Governors and SciQuest will mutually
agree within a commercially reasonable period not
to exceed 120 days of the execution of this
agreement on objective, definable performance
criteria for SciQuest, including by way of
example, system up-time, order processing
response, integration with electronic data
interchange processes, system performance and
speed, and other objective criteria, determined to
the parties mutual reasonable satisfaction. These
criteria shall be used to determine whether
SciQuest is performing as required by this
Agreement. If the parties cannot agree on
objective and commercially reasonable performance
criteria for SciQuest, either party may request
that an independent third party electronic
commerce expert be appointed. If the parties
cannot agree on the expert, each party shall
select a representative who is not an employee of
the party, and the two representatives shall then
appoint the expert. The parties shall pay the
reasonable costs, expenses and fees of the expert
equally. The determination by the expert of the
objective, commercially reasonable performance
criteria shall be final.
22 Ordering & A. SciQuest has established contracts with all
Shipping major carriers at advantageous rates. Under these
arrangements, suppliers would normally ship
SciQuest orders to buyers using these SciQuest's
designated carriers and charging the SciQuest
carrier's account number. SciQuest will, however,
allow Partner to use its own shipping carriers.
B. SciQuest will order products from the Partner
using a method and format agreed on by both
parties. No purchase order will be binding on the
Partner until the Partner accepts the order. By
accepting an order, the Partner agrees to ship the
products and comply with the terms of the order.
C. The Partner will ship the products directly
to the customer or to the location designated by
SciQuest. Product title and risk of loss will pass
to SciQuest FOB shipping point. SciQuest will
provide the Partner with an order number
("SciQuest Order Number"), shipping carrier data
and all other necessary order information
("Shipping Information").
D. Upon shipment, the Partner will notify
SciQuest promptly of the SciQuest Order Number and
its bill of lading number or carrier tracking
number.
E. The Partner will be solely responsible for
obtaining and maintaining all licenses, permits
and other approvals required to sell and ship the
products, unless SciQuest is otherwise required by
law to obtain or maintain such licenses, permits
and/or approvals.
F. When applicable, the Partner will include
with the products: Material Safety Data Sheets (as
required by 29 CFR 1910.1200), the Partner's
standard warnings about product use and all other
information required by law. The Partner will pack
and ship products only
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to authorized purchasers and end-users at
authorized locations according to all applicable
laws and regulations.
G. Refunds and Returns. All product refunds and
returns will be governed by the Partner's existing
policies and procedures, which the Partner will
provide to SciQuest. The Partner will refund to
SciQuest any payments for authorized returned
products less any reasonable restocking fees
within thirty (30) days after receiving the
returned products.
H. Insurance. The Partner will maintain adequate
product liability and general liability business
insurance, will maintain the insurance throughout
the term of this Agreement and Partner shall use
its best efforts to include SciQuest on its
blanket vendor insurance coverage.
23 Electronic SciQuest considers its electronic commerce system
Marketplace to be a mission critical application, and takes
Performance commercially reasonable efforts to maintain
maximum system up-time, up-to-date database
indexes, disaster recovery, battery backup,
redundant servers, and proper load balancing, and
to maintain, in light of currently available and
in-use technology, the highest quality performing
system that can reasonably be provided.
24 Computer Security SciQuest agrees to use its best commercial efforts
in light of reasonably available technology to
maintain the data and information provided by the
Partner secure from unauthorized access; provided
however, that the Partner acknowledges that
despite such best efforts, no data made available
on a public network can be secured from all
unauthorized access. SciQuest agrees to notify the
Partner if it becomes aware of any material
unauthorized access to the Partner's data, to
cooperate with the Partner in recovery of such
information, and to itself take reasonable
measures to recover the materials that were
accessed without authority. If an unauthorized
access is discovered, SciQuest agrees to take
prompt actions to protect the system in light of
reasonably available technology, to minimize the
possibility of such event occurring in the future.
Further, SciQuest adheres to a very strict
security policy and procedures both internally and
externally. Some of these policies include regular
scans and reviews of both our internal and
external systems for possible breaches in
security. SciQuest also regularly reviews reports
from CERT (Computer Emergency Response Team) and
other sources. From a web perspective, SciQuest
uses encryption via SSL (Secure Socket Layer) to
provide our customers with a secure connection.
25 Confidentiality; A. The parties may disclose to each other
No employee information that is confidential and
Raid proprietary, which may include by way of
example and not limitation: ideas, concepts,
accounting information, customer lists,
supplier lists, data, research knowledge,
compositions, marketing plans, trademark
information, financial information,
competitive analysis, customer
communications, information obtained from
other persons under agreements to keep such
information confidential, trade secrets as
defined under applicable law, and other
internal secret and proprietary information
(the "Proprietary Information"). Proprietary
Information shall not include: (i)
information in the possession of the
recipient before the date of this Agreement
(and recipient shall bear the burden of
proving this fact); (ii) information that
comes into the possession of recipient from a
source other than the other party, even if
the same information was previously
transmitted, or is subsequently transmitted;
(iii) information that is or has become
publicly available in a manner other than by
a breach of this Agreement or by a
misappropriation of trade secret within the
meaning of the Uniform Trade Secrets Act.
B. The recipient of Proprietary Information will
take all reasonable precautions necessary to
ensure the confidentiality of the Proprietary
Information, including, without limitation,
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taking at least the following actions: (i)
Permitting access to the Proprietary
Information only to employees who have a need
to know of or use the Proprietary
Information; (ii) Maintaining Proprietary
Information in a secured location when the
same is not in use; (iii) Implementing
guidelines for employee's use and access to
the Proprietary Information that protect the
Proprietary Information from being disclosed,
intentionally, or inadvertently, to any
person who is not under an express or implied
contractual obligation not to disclose or
disseminate the information; (iv) Copying
Proprietary Information only when reasonably
necessary, and when making electronic
reproductions (including incorporation into
memos or other internal documents),
maintaining reasonable electronic security
over access to such electronically or other
mechanically stored documents that contain,
refer or relate to the Proprietary
Information; and (v) Implementing such other
practices as may be reasonably requested by
SciQuest or Partner, or which may reasonably
be required to comply with the terms of this
Agreement.
C. The recipient of Proprietary Information will
only use such information for purposes of
performing this Agreement, and for no other
purpose. In addition, SciQuest agrees that it
will not distribute or in any manner share
Partner specific data, except as authorized
by Partner in writing.
▇. ▇▇▇▇▇▇▇ party will solicit or hire the
other's employees while they are employed
with a party, without first notifying the
other party in writing of their desire to
hire such employee, and negotiating with the
party to determine the conditions under which
such employee may be hired.
26 Intellectual Neither party shall have any right, title or
Property Rights interest in the other's services or data as a
result of this Agreement, except as expressly
provided herein. Neither party shall use the
other's trademarks or service marks except as
provided for in this Agreement or as otherwise
expressly agreed to in writing, which consent
shall not be unreasonably withheld if such use is
reasonably necessary to carry out the purposes of
this Agreement. Each party retains all of its
intellectual property rights which are not hereby
assigned, transferred, or licensed to the other
unless otherwise expressly set forth in writing in
this Agreement or in a later agreement signed by
both parties. During the term of this Agreement,
Partner grants SciQuest a royalty-free, non-
exclusive, worldwide, limited license to use,
copy, reproduce and distribute material from the
product data, the Partner's name, logo and
stylized form, and other applicable trademarks or
service marks relating to its products
(collectively, "Marks"). This license will be used
only for the marketing, promotion or sale of
products through the Electronic Marketplace,
according to any written specifications provided
by Partner and mutually agreed on by both parties.
Partner represents and warrants that: (i) it owns
the entire right, title and interest in and to all
its product data or has obtained sufficient rights
to grant the licenses described above, and (ii) no
product data infringes or will infringe any
intellectual or proprietary rights of any third
party, including any copyright, patent, trade
secret or trademark rights. SciQuest will retain
all copyrights and other proprietary rights to all
aspects of the Electronic Marketplace.
27 Representations A. Each party represents and warrants to the
and Warranties other that: (i) the person signing below has
actual authority to bind their principal in this
transaction; and (ii) the execution and
performance of this Agreement does not violate or
cause a default in any agreement to which the
party so signing is bound. EXCEPT FOR THE EXPRESS
WARRANTIES SET OUT IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, AND
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE
FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
Page 10
================================================================================
Sec. Item Terms
B. Partner and SciQuest warrant that they have
evaluated and taken reasonable steps to ensure
that their computer operating systems' hardware
and software for information processing (i.e. in
SciQuest's case, its Electronic Marketplace
Services), manufacturing, sales and distribution
systems, communications, buildings and plant
facilities, support services, and other critical
applications (the "Systems") are Year 2000
Compliant. Partner warrants that Partner's
products are Year 2000 Compliant.
(i). In this Agreement, "Year 2000
Compliant" means that the Systems or products can
accurately process, provide and/or receive date
data between the 20th and 21st centuries,
including the years 1999 and 2000, and leap year
calculations. The Partner warrants that it has
contacted its critical partners and service
providers regarding their Year 2000 readiness and
that it has received assurances from them that its
business operations will not be substantially
affected by their failure to be Year 2000 ready.
(ii). The parties agree to provide each other
with their current Year 2000 compliance plan or
readiness statement upon reasonable request.
C. The Partner warrants that: (i) SciQuest will
receive free and clear title to the products; (ii)
the products are free of security interests and
other liens and encumbrances, (iii) (a) the sale
by SciQuest of the Partner's products for their
intended purpose, and (b) the use by SciQuest of
product information and data provided by Partner
in accordance with the terms of this Agreement,
will not violate any copyright, patent, trade
secret, trademark or other proprietary right of
any third party recognized in the Territory (or in
the Foreign Market if applicable); and (iv) that
the sales information in respect of SKU numbers
for products identified in Appendix A to Exhibit A
are true and correct.
D. The Partner acknowledges that SciQuest will
offer the products to Customers and agrees that
all warranties for the products will be passed
through to Customers.
28 Limitation of A. Except in the case of a claim of Indemnity
Remedy under section 29, neither party shall be liable to
the other for any economic, consequential,
indirect, incidental, special or exemplary loss or
damage, whether arising under tort, contract or
any other legal theory, and regardless of whether
a party foresaw such damages.
B. Except for a claim for unpaid invoices for
purchased products or for unpaid commissions, both
parties aggregate and total liability hereunder
shall be limited to proved pecuniary loss not to
exceed the total amount of commissions earned by
SciQuest with respect to such partner in the
preceding 12-month period, provided however that
this limitation shall not apply to a proven claim
that the other party engaged in gross negligence
or intentional misconduct.
C. In the case of a claim for defective product
where the receiving party did not engage in misuse
or negligent handling or storage, the aggrieved
party's sole remedy shall be repair or replacement
of the product. If the product was defective upon
receipt, or if the shipment was not conforming to
the order and the entire lot is rejected, the
party shipping the goods shall be liable for all
shipping costs.
29 Indemnity and Except for damages, injury or expense suffered as
Insurance a result of a party's own negligent or intentional
act or omission, each party (the "Indemnifying
Party") agrees to defend, indemnify and hold
harmless the other party, and its agents,
employees, officers, directors and other persons
acting on its behalf (the "Indemnified Party")
from all damages, losses, expenses (including
attorneys' fees) or other claims of a third-party
that arise from or are related to any violation of
Federal or State laws by the indemnifying party
and any breach of warranty set forth in section
27; provided that in the case of a claim of breach
of section 27.A(i), the party
Page 11
================================================================================
Sec. Item Terms
claimed to be in default shall have a reasonable
opportunity to cure the breach by obtaining a
license, removing the objectionable material, or
otherwise curing the infringement prior to being
obligated to provide indemnification. Both parties
agree to maintain in force reasonable commercial
general liability insurance, including coverage
for business risk and contract liability, which
would cover anticipated claims under this
provision, and upon request, will cooperate in
recognizing the other party as an additional
insured, if the transaction or matter reasonably
requires such confirmation. SciQuest agrees to use
its best efforts to include Partner on its blanket
vendor insurance coverage.
30 Publicity The parties shall make press releases or other
statements to the public concerning the nature of
this relationship with the consent of the other
party, which consent shall not be unreasonably
withheld. All links, disclosures and
representations concerning the nature of this
relationship, whether presented in a press release
or on a website or otherwise, shall be approved by
the parties before dissemination or public
display, except that SciQuest shall be permitted
to disclose such information as may be required to
be disclosed in its registration statement filed
in connection with its initial public offering.
31 Most Favored If, prior to the earlier of the date Partner makes
Terms an election to become non-exclusive, or the end of
the Term, and provided Partner is not then in
default, SciQuest enters into a written agreement
with a person or company other than a party that
became an Alliance Plus Partner under this
Agreement under the same program as offered herein
and with a similar revenue potential, and if such
agreement contains in the aggregate more favorable
terms and conditions than this Agreement, then the
net effect of the more favorable terms and
conditions of the subsequent Agreement shall be
automatically incorporated herein. SciQuest shall
provide reasonable notice to the Partner
concerning any execution of an agreement that
would trigger the provisions of this section.
32 Miscellaneous and A. This Agreement shall be binding upon and
Legal inure to the benefit of the parties hereto and
their respective successors and assigns.
B. This Agreement, including the Exhibits
attached hereto, and together with the Warrant and
Addendum are the final, complete, entire and
exclusive statement of the agreement between the
parties concerning the subject matter hereof and
may not be amended except by the written agreement
of the parties. In the event of any conflict
between this Agreement and any Exhibit, this
Agreement shall control. In the event of any
conflict between this Agreement and the Warrant or
the Addendum, the Warrant/Addendum shall control.
C. No waiver of any right or consent to any
breach hereunder shall be effective unless made in
writing and signed by the party claimed to have
waived or consented. No waiver of any right or
consent to any breach shall constitute a waiver of
any other right or consent to any other breach.
D. The validity of this Agreement, the
construction of its terms, and the interpretation
of the rights and duties of the parties hereto
shall be governed by and construed in accordance
with the substantive laws of the State of Delaware
and without reference to laws relating to
conflicts of law. Disputes involving money damages
shall be arbitrated under American Arbitration
Association Rules for Commercial Arbitration, in
Raleigh, North Carolina. A claim for equitable
relief shall not be limited to arbitration, and
may be brought by either party against the other
only in the defendant's forum state where it's
principal place of business is located.
E. The captions of clauses throughout this
Agreement are for convenience only and are not
material with respect to interpretation of this
Agreement.
Page 12
================================================================================
Sec. Item Terms
F. Any notice required or allowed under this
Agreement shall be deemed properly given upon
actual delivery, if delivery is by hand, upon
receipt by the transmitting party of confirmation
or answer back, if delivery is by telex, telegram,
facsimile, or electronic mail, or upon delivery
into the regular mail, postage prepaid by
registered or certified return receipt-requested
to the parties at the following addresses:
If to SciQuest:
P.O. Box 121156 Research Triangle Park, NC 27709
ATTENTION: Chief Financial Officer
FAX: ▇▇▇.▇▇▇.▇▇▇▇
If to the Alliance Plus Partner:
___________________________
ATTENTION: ____________________
FAX: (___) ___-____
or at such other address as the parties may
designate by notice given pursuant to this clause.
G. This Agreement may be executed in duplicate
original counterparts, and facsimile signatures
shall be deemed originals. If any portion of this
Agreement is held to be unenforceable, said
portion shall be severed from this Agreement, the
remainder of which shall continue in effect.
▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ the use of the term
"partner", the parties do not intend to establish
a partnership, and the relationship of the parties
is that of independent contractors, and no agency,
employment, joint venture/partnership, or any
other fiduciary relationship is created by this
Agreement.
I. The sections of this Agreement that address
confidentiality, warranties, and indemnification
and other provisions to the extent the context
requires, shall survive termination or expiration
of this Agreement.
J. In no event shall either party be liable to
the other party (except for the payment of money
which obligation is not subject to this section)
for any delay or failure to perform hereunder,
which delay or failure to perform is due to acts
of God, acts of the public enemy, acts of the
United States of America, or any State, territory
or political subdivision thereof or of the
District of Columbia, acts of other governments,
fires, storms, floods, epidemics, quarantine
restrictions, work stoppages, strikes, failures or
delays in transportation or communication,
failures or substitutions of equipment, accidents
and similar occurrences. Notwithstanding the
foregoing, in every case the delay or failure to
perform must be without the material fault or
negligence of the non-performing party.
WHEREFORE the parties intending to create a binding agreement, set their
hands and seals:
ALLIANCE PLUS PARTNER ▇▇▇▇▇▇▇▇.▇▇▇, INC.
Page 13
________________________________(SEAL) _____________________________(SEAL)
By: __________________________ By: __________________________
Date: __ / __ / ___ Date: __ / __ / ___
Page 14
EXHIBIT A
EQUITY INCENTIVES
FOR ALLIANCE PLUS PARTNERS
A. SciQuest has established a total available pool of Warrant Shares in the
amount of up to 20% of the total outstanding capital stock of SciQuest (on
a fully diluted basis) existing as of October 20, 1999 (the "Warrant
Pool").
B. Warrants shall be earned as follows:
1. If the Total Revenue Potential (defined below) is less than
$500,000,000, no warrants shall be earned. If the Total Revenue
Potential is equal to or greater than $500,000,000 but less than
$1,400,000,000, then the size of the Warrant Pool shall be calculated
by multiplying the Total Revenue Potential divided by $100,000,000
times 1.4286%. If the Total Revenue Potential is equal to or greater
than $1,400,000,000, then the size of the Warrant Pool shall be 20%.
The number of Warrants earned by a particular Partner shall be
calculated, in all cases, by multiplying (i) the percentage of the
Total Revenue Potential such Partner's Revenue Potential represents by
(ii) the total number of Warrants available in the Warrant Pool. In no
event shall the entire Warrant Pool exceed 20% of the total
outstanding capital stock of SciQuest (on a fully diluted basis).
2. The aggregate total annualized Revenue Potential from all Partners
that are committed prior to October 20, 1999 (the "Total Revenue
Potential") shall be determined as soon as reasonably possible after
October 20, 1999.
3. In this Exhibit, "Revenue Potential", with respect to any particular
Partner, means the annualized total global revenue derived from sales
of products that are predominantly sold by the Partner in the United
States direct to the customer (i.e. not using traditional distribution
channels) and which are to be made available for sale on the SciQuest
e-channel, based upon the most recent fiscal quarter of such Partner,
calculated as though the Partner in question was using the SciQuest
system for 100% of its order processing for those products. For
example, if Partner A designates 1000 SKU's for sale on the SciQuest
system, which products resulted in world-wide sales of $12.5 million
in the most recently completed fiscal quarter, then such Partner's
Revenue Potential shall be $50 million. Any product whose unit price
exceeds $30,000 shall not be eligible for inclusion in the Revenue
Potential for a Partner. A list of the SKU's of such products shall be
attached and incorporated as an Appendix to this Exhibit.
Example 1: Ten (10) Partners having a Total Revenue Potential of
$1,200,000,000 execute the Agreement before October 20, 1999. Assume that
10,000,000 shares of SciQuest's capital stock are outstanding. Using the
above formula, the calculation would be: $1,200,000,000/$100,000,000 x
1.4286% 17.1432%, or a Warrant Pool of 1,714,320 shares.
Example 2: Fifteen (15) Partners having a Total Revenue Potential of
$2,450,000,000 execute the Agreement before October 20, 1999. Assume that
10,000,000 shares of SciQuest's capital stock are outstanding. The Warrant
Pool would equal 20% of the total outstanding capital stock of SciQuest, or
2,000,000 shares.
C. Warrants that have been earned shall be issued on the earlier of the
business day following the closing of the initial public offering of the
Company's common stock ("IPO") or December 31, 1999.
D. Warrants shall vest as follows: 25% as of the eighteen month anniversary of
the Issuance Date, 25% as of the second annual anniversary of the Issuance
Date, 25% as of the third annual anniversary of the Issuance Date, and 25%
as of the fourth annual anniversary of the Issuance Date. Warrants may be
exercised only to the extent that such Warrant is vested. If a Partner
converts its relationship with the Company to a non-exclusive relationship
pursuant to the terms of the Agreement for any reason or otherwise breaches
this agreement, then upon such conversion or breach, all unexercised
warrants, whether vested or unvested, held by such Partner shall
immediately terminate and be of no further force or effect. The exercise
price of the Warrants shall be equal to $.01 per share.
Page 15
E. If requested by the Company's underwriters in connection with the Company's
IPO, any Partner receiving Warrants agrees to enter into a lockup agreement
identical to that entered into by the Company's directors, officers and
shareholders.
F. SciQuest (or its designated professionals) shall be entitled, upon
reasonable advance written notice, to inspect the books and records of
Partner to determine the accuracy of the determination of the Revenue
Potential in this Exhibit. Partner shall maintain books and records in
accordance with good accounting practices and provide all information
reasonably requested by SciQuest to perform the audit. If a dispute
arises concerning the calculation of the Revenue Potential, the provisions
of the Alliance Agreement concerning dispute resolution shall be
applicable.
Page 16
EXHIBIT B
COMMISSIONS and TERM
1. SciQuest Commission/Discount Rate/*/
------------------------------------------------------------------------------------
Year 1 2 3 4 5 Term
Alliance Plus Partner [++] [++] [++] [++] [++] 5 years
------------------------------------------------------------------------------------
/*/ Applies to those products on the listing of SKU numbers set forth on the
appendix to Exhibit A and for SKUs subsequently added for new standard catalog
items but does not apply to Auction Sales, to LabDeals, and to other products
that are dynamically configured or custom priced products for which separate
Electronic Marketplace Services may be utilized.
2. Strategic Alliance Term
. For Alliance Plus Partners - right to renew for another 5 years after the
initial Term [++++++] SciQuest Commission
3. Effect of Non-Exclusivity Election on Commission/Discount Rate
. The SciQuest Commission/Discount rate shall increase by [++++++] per the
schedule in Section 1 above, however, the maximum Commission/Discount Rate:
(i) shall not exceed [++++++] in the eighteen month period immediately after
the conversion to non-exclusive; and (ii) thereafter shall not exceed
[++++++] during the remainder of the Term.
Page 17
EXHIBIT C
PREFERRED POSITIONING IN BUYERS' SEARCH RESULTS
SciQuest agrees to provide Partners with preferred positioning in search results
such that Partners' products are differentiated from other suppliers' products
on search results pages.
Criteria for determining preferred positioning include the supplier's status
(Partner/non-Partner) and the supplier's market share position within a product
category based upon independent market research information.
SciQuest Public Sites
Priority preferred positioning will be given to suppliers in the following order
provided that each is one of the top three market share leaders in a product
category:
1. Alliance Plus Partners
2. Other Suppliers
Note: The date of execution of the Strategic Alliance Agreement between the
Partner and SciQuest will determine the prioritization within the Alliance Plus
group.
In the future, SciQuest will use customer preference to order search results
with respect to each product within each product category to determine preferred
positioning for Partner's products, subject to review by the Board of Governors.
Further, SciQuest will not include a price per unit comparison as a default
design and any changes to this particular design aspect will be subject to a
review by the Board of Governors.
SciQuest Private Sites
In those instances where SciQuest has provided certain customers with a private
site, SciQuest will deliver the site with the Preferred Positioning described
above as the default. However, the private site customer reserves the right to
determine supplier positioning on search results pages.
SciQuest will, however, make commercially reasonable efforts to include Partner
products on such private sites.
Page 18
EXHIBIT D
SCIQUEST CORE SERVICES FOR CUSTOMERS
SciQuest is building an electronic marketplace rich in information content that
will be the dominant electronic commerce channel for scientists and purchasers
of scientific and laboratory products. Our goal is to create the best purchase
experience for the customer. SciQuest offers extensive electronic marketplace
services for customers. The following charts provide examples of current and
planned system functions, but do not constitute guaranteed functionality. All
Electronic Marketplace Services shall be determined in the discretion of
SciQuest subject to its obligations in the Alliance Agreement:
Pre-purchasing environment
--------------------------------------------------------------------------------
. Provide e-catalog rendering of listed product information (e.g., cXML, OBI,
BizTalk, CBL, EDI, etc.) to provide consistent customer presentation.
. Incorporate product information into proprietary taxonomy from Cold Spring
Harbor Laboratory with UN/SPSC coding to facilitate efficient, accurate
product selection.
. Provide advanced, extremely fast search capability by supplier name, brand
name, product name, category, text based product description, or part number
to improve the customer satisfaction in electronic product location.
. Utilize an integrated "shopping cart" that inputs all necessary information
automatically onto a buyer's electronic purchase order to reduce purchase
time and eliminate transcription errors.
. Display product availability and the estimated time for delivery (if this
functionality is available from supplier) to provide the customer with
improved inventory management capabilities.
. Offer different payment options: procurement card, credit card, or purchase
order to meet customers payment preferences.
. List past purchases and favorite products which provides the ability to
seamlessly select products for re-purchase.
. Identify market leaders within a product category.
. "Ask ▇▇▇" rapid response technical support manned by personnel including
staff Ph.D. to assist in product and protocol identification and
implementation.
. Provide links for in-depth product descriptions and documentation (e.g., MSDS
sheets, protocols, and references) to improve the customer's product
selection process.
--------------------------------------------------------------------------------
Purchasing transaction
--------------------------------------------------------------------------------
. Order taking (SKU, volume, unit price, delivery date, location, terms, etc.).
. Reporting product availability (link to suppliers' inventory control system
where available).
. Credit checking.
. Centralized order processing through a single site.
. Order acknowledgment and tracking.
. Consolidated billing.
. Returns.
. Customer service (non-technical) provided by SciQuest Customer Care to
address purchasing procedure questions, order expediting, and to facilitate
communication with supplier
--------------------------------------------------------------------------------
Page 19
Post-purchasing environment
--------------------------------------------------------------------------------
. Send periodic targeted information about Alliance Partners' products based on
purchase history.
. Share testimonials from buyers about products to assist customers in keeping
abreast of product offerings and associated performance.
. Provide links for in-depth product descriptions and documentation (e.g., MSDS
sheets, protocols, and references) to improve customers product use
experience.
. Utilize purchase data from SciQuest Auctions to recommend complementary
accessories and consumables.
--------------------------------------------------------------------------------
Page 20
SCIQUEST CORE SERVICES FOR SUPPLIERS
SciQuest provides comprehensive electronic marketplace services for its Alliance
Partners to cost effectively market and sell their products to customers. These
services provide significant benefits to the Alliance Partner in terms of higher
brand visibility, increased sales, improved operating efficiency, and enhanced
customer satisfaction. The following charts provide examples of current and
planned system functions, but do not constitute guaranteed functionality. All
Electronic Marketplace Services shall be determined in the discretion of
SciQuest subject to its obligations in the Alliance Agreement:
Pre-purchasing environment
--------------------------------------------------------------------------------
. Provide a "state of the art" e-commerce storefront for product search,
selection, and ordering.
. Provide preferential display of Alliance Partner products in search results.
. Provide co-marketing programs to accelerate new product adoption such as
announcements when predecessor products are selected, e-mail to targeted
users, new product announcements in content sections of the SciQuest site,
prominent placement in the SciQuest Featured Products section, and joint
marketing programs with complementary product suppliers.
. Access to SciQuest Auctions and SciQuest LabDeals sites for efficient
inventory management by offering a channel for used, excess and obsolete
product inventory.
. E-catalog data manipulation and warehousing services including an on-line
content maintenance system and publishing platform to distribute data to
Partner's sales channels.
. Classification of products using proprietary taxonomy from Cold Spring Harbor
Laboratory with UN/SPSC coding to ensure accurate product identification in
customer search environments.
. Data sorting and categorization using proprietary, advanced, extremely fast
search capability by supplier name, brand name, product name, category,
description or part number. Search engine allows truncated, partial matching,
and wild card matching product identification by the customer.
. Seamless integration of product selection and order generation to eliminate
transcription errors and improve customer satisfaction.
. Payment options to meet customer purchasing preferences.
. Purchase history and favorite product designations to provide the ability to
select products for re-purchase using a single mouse click to increase
customer retention and increase customer order size.
. Provide links for in-depth product descriptions and documentation (e.g., MSDS
sheets, protocols) assuring customer receives current product information.
--------------------------------------------------------------------------------
Page 21
Purchasing transaction
--------------------------------------------------------------------------------
. Process customer orders (SKU, volume, unit price, delivery date, location,
terms, etc.).
. Integrate with order entry and inventory management systems to provide the
customer with product availability (NOT quantity on hand) and the estimated
time for delivery if available from supplier.
. Eliminate Credit risk.
. Transmit orders electronically.
. Assume order acknowledgment and tracking responsibility and communication
with customer.
. Assume credit card transaction costs.
. Manage the integration of the Alliance Partner into the SciQuest system by
utilizing a SciQuest Integration Consultant.
. SciQuest Supplier Care provides support for purchasing procedure and business
integration.
. Provide customer transaction data (no disintermediation).
. Automatic integration with ERP/ORMS legacy software vendors (e.g., Ariba,
Oracle SAP, PeopleSoft, ▇▇▇▇▇▇, AMS, ▇.▇. ▇▇▇▇▇▇▇, CommerceOne, etc.).
--------------------------------------------------------------------------------
Post-purchasing environment
--------------------------------------------------------------------------------
. Distribute periodic statements detailing purchase information including sales
demographics, transactions, and trends in detail and summary formats for
customers and purchasers.
. Communicate feedback from buyers about Alliance Partners' products.
. Provide appropriate technical data to the buyer to support product use.
--------------------------------------------------------------------------------
Page 22
EXHIBIT E
PREFERRED RELATIONSHIP -
BUYING THROUGH SCIQUEST
Partner agrees to make its best and commercially feasible efforts to purchase
laboratory and scientific products used in its businesses through SciQuest in
accordance with the following guidelines:
1. SciQuest will provide the Partner with functionality equal to that offered
to its best customers including, but not limited to:
. private intranet site
. access to the entire SciQuest offering
. robust measurement and metrics package
. supplier diversity reports
. customer-specific pricing based on pre-negotiated pricing between Partner
and its contracted suppliers
. user defined search results order
. system upgrades provided at no cost to Partner
2. SciQuest agrees to not charge the Partner for developing its private site or
for its use of the procurement solution.
3. Partner agrees to make its best efforts to use SciQuest's procurement system
unless a) the supplier of choice for the Partner is not available through
SciQuest, and SciQuest is unable or refuses after written notice of such
situation, to provide the supplier's products through its channel; or b)
SciQuest's pricing to Partner is higher than offered by another vendor in a
bona-fide arm's length transaction under similar circumstances, and SciQuest is
unable or refuses after written notice of such situation, to reduce its prices
to meet competition.
4. Partner agrees to pay SciQuest invoices Net 30 days.
5. SciQuest will provide an Implementation Consultant to assist in defining
requirements and implement the procurement solution including end user training.
