ALLIANCE AGREEMENT
This Alliance Agreement (the "Agreement") is entered into as of January 28,
2000 (the "Effective Date"), by and between Microsoft Corporation, a Washington
corporation, located at Xxx Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000
("Microsoft"), divine interVentures, Inc., a Delaware corporation, with a
business address at 0000 Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000 ("divine
interVentures"), and Host Divine, Inc., a Delaware corporation, with a business
address at 0000 Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000 ("Host Divine"). divine
interVentures and Host Divine are collectively referred to herein as "Divine."
Microsoft and Divine are sometimes referred to individually as a "Party", and
collectively as the "Parties".
Recitals
Divine desires to establish a relationship with Microsoft pursuant to which
Divine will develop and incorporate Microsoft products into Divine's hosting,
messaging and collaboration services, and to develop its hosting competency on
the Microsoft platform into a scaleable business model. Divine and its partner
companies wish to differentiate themselves from their competition through, among
other things, recognition as preferred providers of outsourced Microsoft
software solutions.
Microsoft desires to establish a relationship with Divine pursuant to which
the Microsoft platform will become the preferred platform for Divine and its
affiliated companies, including a commitment by Divine to encourage its
affiliated companies to use the Microsoft platform and technologies for online
products and services, wherever commercially practicable. In addition, Microsoft
wishes to become the preferred platform upon which Divine will develop and
market a broad array of hosting, messaging and collaboration services.
The parties wish to enhance communications between their respective
organizations regarding the marketplace, application hosting services, Microsoft
software, new product development, customer satisfaction and other issues of
mutual interest through the creation of a Digital Feedback Loop as set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises as stated herein
and for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows.
Agreement
1. Definitions
-----------
1.1 "Digital Feedback Loop" is defined as the process pursuant to which
the Parties will exchange information as detailed in Section 2.1.
1.2 "Divine Affiliates" is defined as that set of third party partner
companies in whom Divine has invested and owns more than a two percent (2%)
equity share, as identified at
xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxx.xxx?Xxxxxxxxxx and as shall be
identified by Divine at each quarterly meeting of the Joint Board.
1.3 "Incubator Habitat" is defined as an office facility that is leased or
developed by Divine for Internet start-up companies, and where services
such as facilities management, technology infrastructure, and 24x7
operations are provided by Divine for such companies.
Microsoft Confidential Page 1
1.4 "Joint Board" is defined as the group of designated Divine
representatives and Microsoft representatives responsible for the strategic
direction of the Relationship as set out in Section 2.2, facilitating the
Digital Feedback Loop, escalation of issues and opportunities, and other
mutually identified tasks.
1.5 "Microsoft platform" is defined is defined as Microsoft Windows
NT/2000 Server, Exchange Server, SQL Server, SMS Server and Internet
Information Server (as separate products and collectively as Microsoft
BackOffice); complementary BackOffice products: Microsoft SNA Server and
Microsoft Proxy Server; Microsoft Site Server, Microsoft Windows Media
Technologies; 32-bit Windows and Microsoft Office; Windows CE; Internet
Explorer; Microsoft Transaction Server; Microsoft Message Queue Server;
Microsoft clustering technology; Microsoft's visual development tools:
Visual Basic, Visual C++, Visual J++ and Visual Interdev (as separate
products and collectively as Microsoft Visual Studio); BizTalk; Windows
Distributed interNet Applications (DNA) and Component Object Model (COM,
DCOM and COM+) architectures; and, as mutually agreed, successor products
and technology.
1.6 "Relationship" means the combination of the various components
contemplated by this Agreement.
1.7 "Term" is defined as the four year period of time commencing on the
Effective Date and ending on the fourth anniversary of the Effective Date,
unless terminated earlier in accordance with Section 10.
2. Joint Obligations
-----------------
2.1 Digital Feedback Loop. Divine and Microsoft will cooperate to create a
Digital Feedback Loop between the companies to create joint intelligence
about the marketplace, Microsoft software, new product development, and
customer satisfaction. To facilitate feedback regarding product marketing,
sales and customer satisfaction, Divine and Microsoft will, subject to
applicable confidentiality restrictions, share metrics and qualitative
information about Microsoft-related customer wins and leads. Divine will
provide reports, as such are mutually agreed between the Parties, regarding
new sales data for the Microsoft platform for the purpose of helping
Microsoft improve its products, marketing, sales and support as they relate
to the hosted application environment. The Parties will meet quarterly,
through the Joint Board, to review the Digital Feedback Loop process and
suggest improvements or changes that may increase the effectiveness and
efficiency of the information exchange.
2.2 Joint Board. The Joint Board will be composed of an individual
representing each of the following roles and/or positions, as such may be
updated by the Parties from time to time: (a) from Microsoft: the Divine
account executive, the Divine managing consultant, the Divine NSG
representative; and (b) from Divine: the President of its host operation,
the business development manager, the President of its web development
group, and a public relations/marketing representative. The Joint Board
shall meet at least quarterly during the Term to evaluate the Parties'
progress against the obligations of this Agreement, and discuss appropriate
methods to increase the overall value and performance of the Relationship,
including cooperating in areas in addition to those identified in this
Agreement, as well as other mutually agreed upon topics.
3. Microsoft Obligations
---------------------
3.1 Divine Training Roadmap. Within 60 days of the Effective Date,
Microsoft will provide Divine with a training roadmap to assist Divine with
service readiness for upcoming Microsoft product releases and solutions,
including Windows 2000 and future versions of Microsoft BackOffice, as
appropriate at the time. The roadmap shall contain information on the
categories of Divine personnel that shall receive training on the Microsoft
platform, including the number of personnel in each category; the
curriculum targeted for each such category, during each of the respective 6
month periods to be identified therein. The roadmap will be reviewed every
6
Microsoft Confidential Page 2
months by the Parties to ensure proper focus and to update it according to
latest product release schedules.
4. Divine Obligations
------------------
4.1 Product Development. Divine will engage in new and existing product
development efforts for web and application hosting products based on the
Microsoft platform, wherever practicable. The Microsoft platform will be
the preferred platform on which Divine will conduct such development
efforts. Microsoft recognizes that the adoption of Microsoft technology
need not be on an exclusive basis, and the Divine Affiliates will be free
to offer their products on other platforms.
4.2 Software for Customer-Oriented Activities. Divine agrees that it shall
develop and maintain its existing and future data center infrastructure
based on the Microsoft platform, wherever commercially reasonable.
4.3 Process to Review Potential Barriers: In the event Divine determines
that commercial or technical issues will prevent deployment of a product or
service on the Microsoft platform, prior to making a final decision, Divine
will provide Microsoft with an opportunity for consultation with Divine to
evaluate the potential barriers and how they may be resolved in a timely
and mutually satisfactory manner.
4.4 Internal Use. Divine agrees that it shall develop and maintain its
existing and future internal IT infrastructure based on the Microsoft
platform, wherever commercially reasonable. Divine will complete the
migration of its internal messaging service to Microsoft Exchange no later
than February 15, 2000, and will implement SAP's ERP system to operate on
the Microsoft Windows NT and SQL Server environment no later than March 31,
2000. Divine shall ensure that the Microsoft software it uses for its
internal IT infrastructure is never more than one version behind the then-
current version of each Microsoft software product, and that it shall
exercise commercially reasonable efforts to keep all computers (desktops,
servers, laptops, etc.) within its control in compliance with the foregoing
requirement. In addition, Divine will use commercially reasonable efforts
to encourage the Divine Affiliates to deploy the Microsoft platform in
their operations and as the technology platform on which their services
and/or products are based, and will encourage the Divine Affiliates to use
the most recent version of such Microsoft products. Divine agrees to
acquire at least $9,595,167 in desktop and server Microsoft software
products during the Term. Pursuant to and subject to compliance with the
terms of the applicable software license agreement, the Divine Affiliates
shall have the right to utilize such software products. In the event that
Divine fails, by the end of the Term, to acquire software valued at least
at $9,595,167, Divine agrees to pay to Microsoft, within 30 days of the end
of the Term, the difference between $9,595,167 and the amount of Microsoft
software products actually purchased by Divine during the Term.
4.5 Microsoft Consulting Services and Dedicated Technical Account Manager.
During the Term, Divine will purchase a minimum of $4,660,174 Microsoft
professional services in the form of Microsoft Consulting Services ("MCS")
resources and a minimum of $1,067,430 in Microsoft Product Support Services
in the form of a partial or Dedicated Technical Account Manager ("DTAM") to
support Divine's product development, testing, implementation, and client
support activities. The current breakdown of such amount is further
detailed in Exhibit A. Divine shall purchase such services pursuant to the
terms of the Microsoft Master Services Agreement with an effective date of
November 1, 1999, executed between the Parties (the "MSA"). Divine shall
execute a Microsoft Consulting Services Work Order, pursuant to which it
will purchase MCS services, and Premier Support Services Description
pursuant to which it will purchase support services. The initial MCS Work
Order and Premier Support Services Description that Divine will purchase
are attached hereto as Exhibit C and Exhibit D, respectively. Subsequent
Work Orders and Services Descriptions shall be executed between the Parties
to meet the purchase
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commitments of Divine as set forth in this Section and the attached Exhibit
A. In the event that Divine fails, by the end of the Term, to purchase MCS
services and PSS services valued at least at $4,660,174 and $1,067,430,
respectively, Divine agrees to pay to Microsoft, within 30 days of the end
of the Term, the difference between $4,660,174 and $1,067,430, and the
amount of Microsoft MCS services or PSS services, as applicable, actually
purchased by Divine during the Term. Divine shall have the right, as set
forth in the MSA, to provide access to MCS and/or PSS Services to the
Divine Affiliates, subject to Divine's compliance with all obligations and
requirements of the MSA, including any applicable Work Order. In the event
that Divine wishes to acquire MCS and/or PSS services in addition to those
provided for herein, such purchases shall be according to the terms and
conditions of the MSA and Exhibit A, as applicable.
4.6 Training and Certification. No later than September 30, 2000, Divine
agrees to have a minimum of 4 professional staff certified as Microsoft
Certified Systems Engineers ("MCSEs"), and will increase such number by an
additional 2 MCSEs for each Divine Incubator Habitat implemented by Divine
during the Term. In addition, Divine agrees to have a minimum of 2
professional staff certified as Microsoft Certified Solution Developers
("MCSDs") no later than September 30, 2000.
4.7 Incubators. Divine shall exercise commercially reasonable efforts to
develop a Seattle-based Incubator Habitat within 15 months immediately
following the Effective Date, consistent with Divine's current business
model.
5. No Trademark License.
--------------------
Nothing in this Agreement or its performance shall grant either party any right,
title, interest, or license in or to the other's names, logos, logotypes, trade
dress, designs, or other trademarks. Divine shall only use the Microsoft xxxx
depicted on Exhibit B hereto during the Term of this Agreement according to the
specifications set forth in Exhibit B.
6. Ownership; Proprietary Rights.
-----------------------------
Each Party shall own all products and services developed by that Party and
nothing herein is intended to, nor shall it be construed as, transferring any
ownership rights or granting any licenses under the other Party's intellectual
property except as may be specifically set forth in writing in any separate
documentation accompanying such intellectual property. In the event that any
development work is provided to Divine by MCS in connection with the
Relationship, the ownership terms of any work performed by MCS shall be as set
forth in the Work Order pursuant to which the services are procured.
7. Non-Disclosure Agreement.
------------------------
7.1 The Parties acknowledge and agree that the terms and conditions of the
Microsoft Corporation Reciprocal Non-Disclosure Agreement entered into by
and between the parties and dated November 3, 1999 (the "NDA"), attached
hereto as Exhibit E and incorporated into this Agreement. The terms of this
Agreement and all discussions and negotiations related thereto and all
information exchanged pursuant hereto are considered Confidential
Information as defined in the NDA.
7.2 The Parties acknowledge that this Agreement, or portions thereof, may
be required under applicable law to be disclosed, as part of or an exhibit
to a Party's required public disclosure documents. If any Party is advised
by its legal counsel that such disclosure is required, it will notify the
others in writing and the Parties will jointly seek confidential treatment
of this Agreement to the maximum extent reasonably possible, in documents
approved by all Parties and filed with the applicable governmental or
regulatory authorities.
8. Representations and Warranties.
------------------------------
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8.1 By Divine
(a) Divine warrants and represents that it has full and exclusive
right and power to enter into and perform according to the terms of
this Agreement.
(b) Divine warrants and represents that its performance of activities
pursuant to this Agreement will not violate any agreement or
obligation between it and a third party.
(c) Divine warrants and represents that it shall comply with all
applicable local, state and federal laws, statutes and regulations,
including specifically all laws prohibiting harassment of any kind in
the workplace and shall comply with Microsoft's rules for its own
employees while on Microsoft's premises. Divine assumes all
responsibility for providing to its employees and subcontractors any
training that may be required to ensure compliance with such laws and
rules.
(d) Divine shall have no right to make any other warranties or
promises with respect to any products or property owned or provided to
it by Microsoft pursuant to this Agreement which are not contained in
written statements or documents accompanying that item, or the written
warranty document accompanying the Microsoft products.
8.2 By Microsoft
(a) Microsoft warrants and represents that it has full and exclusive
right and power to enter into and perform according to the terms of
this Agreement.
(b) Microsoft warrants and represents that its performance of
activities pursuant to this Agreement will not violate any agreement
or obligation between it and a third party.
(c) Microsoft warrants and represents that it shall comply with all
applicable local, state and federal laws, statutes and regulations,
including specifically all laws prohibiting harassment of any kind in
the workplace and shall comply with Divine's rules for its own
employees while on Divine's premises. Microsoft assumes all
responsibility for providing to its employees and subcontractors any
training that may be required to ensure compliance with such laws and
rules.
8.3 Disclaimer of Warranty. The warranties set forth in this Section 8 are
the only warranties made by the Parties and are in lieu of all other
warranties, express, implied or statutory, including but not limited to
implied warranties of merchantability and/or fitness for a particular
purpose. There is no warranty of title or non-infringement with respect to
any Microsoft products.
9. Limitations of Liability.
------------------------
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL
NOT APPLY TO EITHER PARTY'S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE
RELIEF, AND/OR (B) CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7.
Microsoft Confidential Page 5
10. Term and Termination.
--------------------
10.1 The Term of this Agreement shall begin on the Effective Date and
shall continue in full force and effect until January 27, 2004, unless
earlier terminated pursuant to Sections 10.2 or 10.3.
10.2 Either Party may terminate this Agreement immediately for cause upon
30 days' prior written notice in the event the other party is in material
breach of this Agreement and fails to cure the default within the 30 day
period following written notice except that no "cure" period shall apply to
breaches of the NDA or Section 7 of this Agreement. In the event of a
breach of Section 7 or the NDA, the non-breaching party shall have the
right to terminate this Agreement immediately upon notice to the other
Party.
10.3 This Agreement may be terminated immediately upon written notice by
either Party in the event the other Party becomes insolvent or admits in
writing its inability to pay its debts as they become due or makes an
assignment for the benefit of creditors or if a petition under any
bankruptcy act, receivership statute or the like, as they now exist or as
they may be amended, is filed by the other Party or by any third party or
an application for a receiver is made by anyone and such application is not
resolved favorably to the other Party within ninety (90) days.
10.4 Sections 4.4, 4.5, 6, 7, 8, 9, 10.4 and 11 shall survive termination
or expiration of this Agreement for any reason.
11. General
-------
11.1 Notices. All notices, authorizations, and requests required or
desired to be given or made in connection with this Agreement will be in
writing, given by certified or registered mail (return receipt requested),
express air courier (charges prepaid) or facsimile, and addressed as
follows (or to such other address as the party to receive the notice or
request so designates by notice to the other):
To Divine: To Microsoft:
divine interVentures, Inc. Microsoft Corporation
0000 Xxxxxxxxxx Xxxx Xxx Xxxxxxxxx Xxx
Xxxxx #000
Xxxxx, XX 00000 Xxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxx Attn: Xxxxxx Xxxx
Title: Vice President Title: Vice President, NSG
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Copy to: Xxxxx Xxxxxxxx, General Counsel Copy to: Law & Corporate Affairs
Fax: (000) 000-0000 Fax: (000) 000-0000
If a notice is given by either party by certified or registered mail, it
will be deemed received by the other party on the third business day
following the date on which it is deposited for mailing. If a notice is
given by either party by air express courier, it will be deemed received by
the other party on the next business day following the date on which it is
provided to the air express courier. If a notice is given by facsimile, it
will be deemed received by the other party upon confirmation of receipt.
11.2 Relationship of Parties. Nothing in this Agreement shall be construed
as creating an employer-employee relationship, a partnership, agency,
franchise or a joint venture between Microsoft and Divine and neither Party
shall have the right, power or authority to obligate or bind the other in
any manner whatsoever without its prior written consent. The non-employing
Party will not be responsible for any of the below-referenced payments,
obligations, taxes or benefits.
Microsoft Confidential Page 6
Each Party shall be responsible with respect to its own employees and/or
subcontractors, including, without limitation, for (a) withholding and
payment of FICA, FUTA and all other payroll and employment related taxes
and amounts relating to services performed by staff under this Agreement;
(b) providing all insurance or other employment related benefits to staff;
(c) proper payment of wages to staff, including overtime when due, in
accordance with the Fair Labor Standards Act, the Contract Work Hours and
Safety Standards Act, where applicable, and corresponding state law and
regulations; (d) providing any accommodation required under the Americans
with Disabilities Act or corresponding state law and regulations; (e)
verifying that all staff possess valid work authorization in accordance
with the Immigration Reform and Control Act.
11.3 Governing Law; Attorneys' Fees. This Agreement shall be governed by
the laws of the State of Washington as though entered into between
Washington residents and to be performed entirely within the State of
Washington. Divine further consents to jurisdiction by the state and
federal courts sitting in the State of Washington. Process may be served on
either party by regular mail, postage prepaid, certified or registered,
return receipt requested. In any action or suit to enforce any right or
remedy under this Agreement or to interpret any provision of this
Agreement, the prevailing Party shall be entitled to recover its costs,
including reasonable attorneys' fees.
11.4 Assignment. This Agreement shall be binding upon and inure to the
benefit of each Party's respective successors and lawful permitted assigns.
Notwithstanding the foregoing, Divine may not assign this Agreement, or any
rights or obligations hereunder, whether by contract or by operation of
law, except with the express written consent of Microsoft, which consent
shall be granted or withheld in Microsoft's sole discretion. Any attempted
assignment in violation of this Section shall be void. For purposes of this
Agreement, an "assignment" under this Section shall be deemed to include,
without limitation, the following: (a) a merger of Divine where Divine is
not the surviving entity; (b) any transaction or series of transactions
whereby a third party acquires the power to control the management and
material policies of Divine, whether through the acquisition of voting
securities, by contract, or otherwise; or (c) the sale of more than 50% of
Divine's assets (whether in a single transaction or series of related
transactions). In the event of such assignment or attempted assignment,
Microsoft shall have the right to immediately terminate this Agreement upon
written notice.
11.5 Construction. In the event that any provision of this Agreement
conflicts with governing law or if any provision is held to be null, void
or otherwise ineffective or invalid by a court of competent jurisdiction,
(i) such provision shall be deemed to be restated to reflect as nearly as
possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.
Failure by either Party to enforce any provision of this Agreement will not
be deemed a waiver of future enforcement of that or any other provision.
This Agreement has been negotiated by the Parties and their respective
counsel and will be interpreted fairly in accordance with its terms and
without any strict construction in favor of or against either Party. The
section headings used in this Agreement are intended for convenience only
and shall not be deemed to affect in any manner the meaning or intent of
this Agreement or any provision hereof.
11.6 Conflict. In the event of any conflict between the terms of this
Agreement and the Reciprocal Non-Disclosure Agreement, the Microsoft Master
Services Agreement, and the software license agreement, the terms of the
agreement in question shall govern, but only with respect to the services,
rights, and obligations set forth therein.
11.7 Entire Agreement. This Agreement does not constitute an offer by
either Party and it shall not be effective until signed by both Parties.
This Agreement and the attached Exhibits A - E constitute the entire
agreement between the Parties with respect to the subject matter hereof and
merges all prior and contemporaneous oral and written communications. It
shall not be modified except by a written agreement dated subsequent to the
date of this Agreement and signed on behalf of Microsoft and Divine by
their respective duly authorized representatives. Except as otherwise
Microsoft Confidential Page 7
provided herein, the Reciprocal Non-Disclosure Agreement, the Microsoft
Master Services Agreement and the software license agreement are governed
by their own terms.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORPORATION DIVINE INTERVENTURES, INC.
By (sign): /s/ Xxxxxx Xxxx By (sign): /s/ Xxxx X. Xxxxxx
---------------------------------- -------------------------------
Name (print) Xxxxxx Xxxx Name (print) Xxxx X. Xxxxxx
-------------------------------- -----------------------------
Title Vice President Network Solutions Group Title E.V.P. & CIO
--------------------------------------- ----------------------------
Date January 28, 2000 Date January 28, 2000
---------------------------------------- -----------------------------
HOST DIVINE, INC.
By (sign): /s/ Xxxx X. Xxxxxx
--------------------------
Name (print) Xxxx X. Xxxxxx
------------------------
Title President
-------------------------------
Date January 28, 2000
--------------------------------
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EXHIBIT A
SERVICES PURCHASE REQUIREMENTS
Divine will purchase a minimum of $4,660,174 of consulting services over the
term of the agreement. The current minimum usage of those services is shown in
the following table:
Consulting
2000 2001 2002 2003 Total
$826,201 $1,158,300 $1,274,130 $1,401,543 $4,660,174
A rate of $225 per hour will be used for all consulting services provided by MCS
in the first year of the Term. This rate will increase by 10% in each of the
subsequent three years of the Term (to $247.50 in 2001, $272.25 in 2002, and
$299.48 in 2003). To recognize our long-term Relationship, MCS will provide a
10% discount off of these rates.
Divine must engage at least two full-time MCS resources at any given time
throughout the Term.
Divine shall purchase a minimum of $1,067,430 of PSS services during the term of
the agreement, and a minimum of $80,000 of services during the first year of
such term.
Microsoft Confidential Page 9
EXHIBIT B
The Xxxx:
[Microsoft/R/ LOGO]
Specifications:
1. Divine may only use the Xxxx in connection with services when promoting,
distributing, or selling Microsoft products. Divine may use the Xxxx solely
in white papers, advertising, collateral, and other marketing materials for
the Relationship, and may not use the Xxxx on any of Divine's products or
other services.
2. Divine's company name or logo must appear on any materials where the Xxxx
is used and must be at least as prominent as the Xxxx.
3. Divine may use the Xxxx only as provided by Microsoft electronically and in
hard copy form. Divine may not alter the Xxxx in any manner.
4. The Xxxx xxx not be used in any manner that expresses or might imply
Microsoft's affiliation, sponsorship, endorsement, certification, or
approval, other than as contemplated by the Agreement.
5. Divine may not combine the Xxxx with any other object, including, but not
limited to, other logos, words, graphics, photos, slogans, numbers, design
features, or symbols. The Xxxx must appear by itself, with a minimum
spacing (the height of the Xxxx) between each side of the Xxxx and other
graphic or textual elements.
6. Minimum size for the Xxxx is 3/4" or 2 cm in width.
7. Divine may not use the Xxxx, in whole or in part, as part of its company
name, domain name, product or service name, logo, trade dress, design,
slogan, or other trademarks.
8. The Xxxx xxx not be used as a design feature on any materials.
9. The Xxxx xxx not be imitated in any manner in any materials.
10. The Xxxx shall include the appropriate (R) symbol as shown in this Exhibit.
11. The Xxxx shall be attributed to Microsoft Corporation in all materials
where it is used, with the attribution clause: "Microsoft is a registered
trademark of Microsoft Corporation in the United States and other countries
and is used by Divine under license."
Microsoft Confidential Page 10
EXHIBIT C
MCS WORK ORDERS
Microsoft Confidential Page 11
EXHIBIT D
SERVICES DESCRIPTION
Microsoft Confidential Page 12
EXHIBIT E
MICROSOFT RECIPROCAL NON-DISCLOSURE AGREEMENT
Microsoft Confidential Page 13
