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EXHIBIT 10.5
CONFIDENTIAL TREATMENT*
*CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND "+" HAVE
BEEN USED TO IDENTIFY INFORMATION WHICH IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST.
MASTER ALLIANCE AGREEMENT
THIS MASTER ALLIANCE AGREEMENT (this "Alliance Agreement") is made and entered
into as of May 31, 2000 (the "Effective Date") by and between Novient, Inc., a
Georgia corporation ("Novient"), and Xxxxxxxx Consulting LLP, an Illinois
partnership ("Xxxxxxxx Consulting"), on behalf of and for the benefit of all
entities throughout the world comprising the Xxxxxxxx Consulting organization
(as defined below).
WHEREAS, Novient is a software company that develops and markets Professional
Services Automation ("PSA") Software and its various components and tools,
listed on Schedule 1 hereto, the Documentation described in Schedule 2 hereto,
and provides related services and training materials (collectively referred to
as "Novient Products");
WHEREAS, Xxxxxxxx Consulting is a consulting services firm that provides
business integration services and other consulting services; and
WHEREAS, the parties desire to create a framework and structure for a strategic
alliance (the "Alliance") under which the parties jointly would pursue
opportunities to market Novient Products and identify opportunities for Xxxxxxxx
Consulting to provide integration and other consulting services.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein,
Novient and Xxxxxxxx Consulting agree as follows:
1. ALLIANCE OVERVIEW AND GOALS
(a) Background. Novient is a global leader in PSA, delivering
software solutions based on a proprietary 100% web-based
node-to-node technology which enables companies to match
internal and/or external people resources with project.
Xxxxxxxx Consulting is a leading provider of business
integration services delivering integration services, human
performance content aggregation and integration, human
performance delivery services, business process management
services, hosting services, and consulting services
(collectively referred to as "Consulting Services").
(b) Purpose. The parties wish to form a strategic Alliance in
order to pursue opportunities to market Novient Products and
identify opportunities for Xxxxxxxx Consulting to provide
Consulting Services.
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(c) Objectives. The parties anticipate working together in a
number of ways pursuant to this Alliance Agreement with the
goal of forming a win/win relationship to maximize the
potential revenues and profitability of each party. Novient's
primary goals in connection with the Alliance are to expand
Novient's sales channels and customer reach, and enhance its
ability to deliver Novient Products and to support Xxxxxxxx
Consulting's position as a leader in web-enabled Human
Performance Management solutions. Xxxxxxxx Consulting's
primary goals in connection with the Alliance are to generate
"pull-through" consulting revenue, direct revenues
(commissions) from Novient's sale of software licenses, and
referral fees, and increase the market capitalization value of
Novient.
(d) Scope of Business Development Efforts. The scope of the
Alliance relationship will be global and cross industry. The
initial focus of business development will be North America;
however, the parties intend that their efforts will expand
globally as opportunities and mutual resource plans evolve. In
order to implement the Alliance on a global scale, it is
understood that all the rights and benefits of this Alliance
Agreement inure to the benefit of any entity comprising the
Xxxxxxxx Consulting Worldwide Organization. For purposes of
this Alliance Agreement, "Xxxxxxxx Consulting" shall mean
Xxxxxxxx Consulting LLP, Proquire LLC and any of the
partnerships, firms, corporations, entities and individuals,
wherever located, which together are referred to as the
"Xxxxxxxx Consulting Business Unit" of the Xxxxxxxx Worldwide
Organization whether by virtue of their member firm interfirm
agreements with Xxxxxxxx Worldwide Societe Cooperative (or any
successor or assignee thereto acting to coordinate the
business of such entities) or by virtue of ownership, direct
or indirect, by such an entity or otherwise being under the
control of or under common control, directly or indirectly,
with such an entity and which are thereby deemed part of the
Xxxxxxxx Consulting Business Unit. Such Xxxxxxxx Consulting
entities, other than Xxxxxxxx Consulting LLP, will execute an
acknowledgment confirming such entity's participation under
this Alliance Agreement and an agreement to be bound hereby.
(e) Implementation in Other Countries. This Alliance Agreement is
the overall framework for the Alliance between Xxxxxxxx
Consulting and Novient; however, it is understood that
specific implementation of this relationship internationally
will require that local country addenda be added to this
Alliance Agreement from time to time, executed by the Xxxxxxxx
Consulting entity in the country and an entity representing
Novient; the intent is that such addendum will not modify the
terms of this Alliance Agreement except to the extent
necessary to reflect international and local business
conditions and legal requirements.
(f) Nature of Relationship. The parties agree to cooperate in
implementing this Alliance Agreement, to conduct the Alliance
in a spirit of collaboration and cooperation, and to focus
their efforts to build a significant and profitable
relationship beneficial to both parties; notwithstanding
anything herein to the contrary, this Alliance Agreement is
non-
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exclusive in nature, and nothing in this Alliance Agreement is
intended to or shall be deemed to create a corporation,
partnership, joint venture, or other legal entity of any kind
or for any purpose as between the parties. The parties shall
be and remain independent contractors at all times. Neither
party shall be deemed a joint employer of the other's
employees, each party being responsible for any and all claims
by its employees, subject to Section 11(b). Neither party's
employees shall be deemed "leased" employees of the other for
any purpose.
(g) Other Opportunities. Each party shall, at all times remain
free to decline to pursue a specific opportunity in its
discretion and may work with another product or services
provider, which may result in competitive activities between
the parties. Neither party shall have any authority to, or
shall attempt to, bind or commit the other party for any
purpose without the express written consent of the other.
2. ALLIANCE ACTIVITIES
(a) Key Alliance Activities. The parties have identified two
activities as the key aspects of the Alliance: Joint Marketing
and Joint Business Development. Each is described below:
(1) Joint Marketing. The parties' objectives for this
component are to increase market share of Novient
Products and Xxxxxxxx Consulting's Consulting
Services, increase market image and awareness of
Novient as a provider of PSA software and solutions,
and position Xxxxxxxx Consulting as an innovative and
technology savvy solution provider.
The parties will target companies characterized as
among the Fortune 500 Global 2000, as well as rapidly
scaling companies, as identified by the parties The
parties will prioritize a list of targeted companies.
Xxxxxxxx Consulting will market Novient as its
preferred Professional Services Automation provider;
Novient will market Xxxxxxxx Consulting as its
preferred provider of business integration services.
Subject to the immediately following paragraph and
Section 8, Novient will issue a press release
announcing Xxxxxxxx Consulting's purchase of certain
Novient Products and the fact that Xxxxxxxx
Consulting has entered into the Alliance with
Novient. Subject to the immediately following
paragraph and Section 8, Xxxxxxxx Consulting will
announce press releases when the Alliance has
significant wins.
Each party will submit to the other party, for its
prior written approval, which shall not be
unreasonably withheld or delayed, any marketing,
advertising, press releases or other promotional
material referencing the other party and/or its trade
names, trademarks and service marks (the "Promotional
Materials"). Once
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approved, the Promotional Materials may be
continuously used by a party and its affiliates for
the purposes contemplated by this Alliance Agreement
until such approval is withdrawn with reasonable
prior notice. In the event such approval is
withdrawn, reasonably existing inventories of
Promotional Materials may be depleted over a mutually
agreed time period.
The parties will collect or assemble materials which
support the parties' activities, such as: executive
briefings, success stories, articles, press releases,
joint publications, descriptions of product
roll-outs/launches, descriptions of market offerings,
and technical documentation and materials, joint
collateral, business and trade events such as
seminars, trade shows, speaking opportunities, sales
team instructions, and referral programs.
(2) Joint Business Development. The parties' objectives
for this component are to generate new business for
both Novient and Xxxxxxxx Consulting.
Xxxxxxxx Consulting will internally announce the
execution and delivery of this Alliance Agreement,
make available Novient marketing materials to
Xxxxxxxx Consulting personnel, and establish
Novient/Xxxxxxxx Consulting contact points.
Novient will create appropriate incentives for
Novient's sales people to sell Xxxxxxxx Consulting's
services.
In consideration of the execution and delivery by
Xxxxxxxx Consulting of this Alliance Agreement,
Novient shall issue to Xxxxxxxx Consulting certain
warrants to purchase shares of Novient common stock
pursuant to that certain Warrant Issuance Agreement,
dated as of the date hereof, between the parties. The
parties acknowledge that such warrants shall be
deemed fully vested and are not contingent upon the
performance by the parties of their respective
obligations under this Alliance Agreement.
(b) Opportunity Development. In order to support the key Alliance
activities described above and to develop opportunities
consistent with the purpose of this Alliance, the parties will
meet to discuss staffing of any jointly targeted engagement
prior to meeting with the prospective client. During those
meetings, neither Xxxxxxxx Consulting nor Novient will
recommend or encourage clients to request specific individuals
from the other organization without written pre-authorization.
Each party shall provide the other with advance notice of
opportunities to offer or provide either Novient Products or
Xxxxxxxx Consulting's Novient product-related Consulting
Services, as the case may be, and each party will provide
commercially reasonable assistance to enable the other to
pursue and to negotiate an agreement to provide such Novient
Products or Xxxxxxxx Consulting's Novient product-related
Consulting Services to those clients.
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Xxxxxxxx Consulting will introduce Novient Products to those
select clients identified by Xxxxxxxx Consulting, as well as
to other clients, other internal industry groups and Xxxxxxxx
Consulting lines of business, as it deems appropriate, and
will introduce members of the Novient sales force to the
select clients as well as a mutually agreed list of target
clients as part of the agreed upon marketing program and in a
manner consistent with the guidelines set forth in mutually
agreed upon teaming arrangements between the parties.
Similarly, Novient will introduce Xxxxxxxx Consulting to those
select clients identified by Novient as well as to targeted
Novient clients.
The parties will endeavor to deliver complementary messages
when marketing each other's goods and services.
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+].
(d) Teaming Agreement. In the event the parties wish to jointly
pursue an opportunity, for example, in connection with an RFP,
they will execute a mutually agreed teaming agreement to
describe guiding principles for account management.
3. OPERATIONAL ASPECTS
(a) Training. Subject to Section 3(b), training materials that
Novient currently possesses, or subsequently develops during
the term of this Alliance Agreement, will be made
electronically available for internal use by Xxxxxxxx
Consulting. Xxxxxxxx Consulting will provide assistance in the
development of such training materials pursuant to the Master
Consulting Services Agreement, dated as of the date hereof,
between the parties.
(b) Access to Novient Products. In the course of working together,
Xxxxxxxx Consulting will need access to Novient Products for
sales and marketing, customer projects, coordination with
Novient sales organization. Novient hereby grants to Xxxxxxxx
Consulting a nonexclusive, worldwide, royalty-free, license
during the term of this Alliance Agreement, to market, use,
install, copy, and display the Novient Products and to develop
market offerings, solely for the following purposes: (i)
marketing, promoting
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and demonstrating the Novient Products (either on a "stand
alone" basis or in conjunction with services and products of
Xxxxxxxx Consulting or third parties) in exhibits, Xxxxxxxx
Consulting demonstration centers, and to prospective clients
and Registered Prospects (as defined in paragraph (k) below);
(ii) developing and demonstrating implementation methodology
and application programs utilizing the Novient Products; (iii)
training Xxxxxxxx Consulting personnel; and (iv) in
conjunction with providing Consulting Services to clients who
have a license from Novient for the Novient Products. During
the term of this Alliance Agreement, Novient will promptly
make available to Xxxxxxxx Consulting at no charge any updates
and upgrades to the Novient Products that it makes available
to its customers receiving maintenance or support. In
addition, during the term of this Alliance Agreement, Novient
will keep Xxxxxxxx Consulting informed on future product
releases by providing Xxxxxxxx Consulting with schedules and
other details relating to future product releases.
This Alliance Agreement does not grant to Xxxxxxxx Consulting
(i) the right to decompile, disassemble, reverse engineer or
attempt to reconstruct, identify or discover any source code
for the Novient Products, (ii) modify, or alter the Novient
Products in any way that jeopardizes Novient's proprietary
rights, (iii) provide, lend, use for timesharing or service
bureau purposes, or otherwise allow use or allow third parties
(other than agents or customers) to use the Novient Products
for the benefit of third parties (other than in connection
with marketing or demonstration uses) or (iv) any right to
access the Novient Product source code that is not generally
available to Novient's other strategic partners or customers.
(c) Right to Demonstrate Novient Products. Xxxxxxxx Consulting
shall have the right to demonstrate Novient capabilities
associated with Xxxxxxxx Consulting Market Offerings and
demonstrate Novient capabilities at Xxxxxxxx Consulting
demonstration forums. Xxxxxxxx Consulting shall have the right
to demonstrate Novient Products both to customer prospects and
internally with and without direct Novient participation.
(d) Access to Novient Product Briefings. Novient also agrees to
provide Xxxxxxxx Consulting personnel preferred access to
Novient product briefings, user group meetings, learning
sessions and materials, and product documentation at no charge
to Xxxxxxxx Consulting.
(e) Technical Support. At no charge to Xxxxxxxx Consulting,
Novient will provide: (1) technical support assistance to
Xxxxxxxx Consulting engagement teams who are assisting clients
with the implementation of Novient Products, (2) technical
specialists for assistance during proof of concepts or other
pre-sales tasks for a limited period, and (3) access to a
technical support hotline for all Xxxxxxxx Consulting
personnel where Novient Products have been implemented.
Novient will build a team of people to
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support this Alliance with Xxxxxxxx Consulting. Novient shall
maintain a sufficient number of people to support Xxxxxxxx
Consulting in connection with the Alliance.
(f) Xxxxxxxx Consulting Support of Novient Products. Novient will
work with Xxxxxxxx Consulting to support Novient Products by
providing on-site technical resources and pre-sales
assistance, all in a manner agreed upon between Novient and
Xxxxxxxx Consulting. Xxxxxxxx Consulting may from time to time
provide access to Xxxxxxxx Consulting developed software
products and configuration templates for Novient's evaluation
of possible use in future releases of Novient Products. Any
such use may only be with the execution of a written agreement
granting Novient the rights to use the Xxxxxxxx Consulting
materials upon terms and conditions (including, if
appropriate, a licensing fee and conditions on term and use)
that are mutually acceptable to Xxxxxxxx Consulting and
Novient.
(g) Responsibility for Products and Services. Each party shall be
and remain fully responsible for its products and services and
for all licenses and other arrangements with users of its
products and/or services, including providing warranties,
maintenance and support. Novient will be solely responsible
for obtaining any and all rights necessary to allow Xxxxxxxx
Consulting to market, in accordance with this Alliance
Agreement, any computer code, modules, programs, data files,
including documentation that is proprietary to a third party
and that is embedded or that is inseparable from a Novient
Product ("Third Party Products"), including responsibility for
any administrative or financial arrangements in relation to
such Third Party Products.
(h) Subcontractor Relationships. Generally, Novient will be the
licensor of its product to end users, while Xxxxxxxx
Consulting will contract directly with end users for Xxxxxxxx
Consulting's Consulting Services. The foregoing
notwithstanding, the parties understand that from time to time
the needs or desires of a prospective licensee of Novient
Products may require one of the parties to act as a prime
contractor, with the other acting as a subcontractor. Any such
prime-subcontractor relationship shall be pursuant to a
separate written agreement between the parties for that
purpose. When such an agreement has been developed it will be
used as the basis to further such relationships as
appropriate. Xxxxxxxx Consulting reserves the right to have
another of Xxxxxxxx Consulting's affiliates or contractors act
as prime contractor for licensing of Novient Product in such a
situation.
(i) Payment Obligations. There shall be no payments or obligations
to pay between the parties except as expressly provided in
this Alliance Agreement. Except as expressly provided in this
Alliance Agreement, neither party shall have any right to
share in any revenues derived by the other, nor shall there be
any sharing of revenue of any kind as a result of joint
marketing activities hereunder. Each party shall be fully
responsible for
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its costs or expenses in performing under this Alliance
Agreement except as expressly provided to the contrary in this
Alliance Agreement.
(j) Pricing Model. Novient will not create pricing models or
discount structures for any other person or entity more
favorable than those granted to Xxxxxxxx Consulting pursuant
to this Alliance Agreement, assuming comparable relationships
and level of commitment by each party.
(k) Marketing Assistance Fees. In all opportunities which the
parties' Alliance Managers agree to jointly pursue a
prospective client (together with any of its affiliates, a
"Registered Prospect"), Novient shall pay Xxxxxxxx Consulting
a fee (a "Marketing Assistance Fee" or "MAF") equal to
[+++++] of the "initial software license revenue" received by
Novient where both (i) Novient licenses or provides access to
any version or release of any of the Novient Products to a
Registered Prospect and (ii) Xxxxxxxx Consulting has provided
Significant Sales Support (as defined in Section 3(l)).
Notwithstanding the foregoing, Xxxxxxxx Consulting will be
entitled to a MAF equal to [+++++] of the "initial software
license revenue," less any royalty payments to third parties
(the "[+++++] MAF"), when Xxxxxxxx Consulting has significant
influence over the Registered Prospect's decision making
process by (a) owning 10% or more of the outstanding equity
securities of the Registered Prospect, (b) controlling a
majority of the members of the Board of Directors of such
Registered Prospect or (c) including such Registered Prospect
in a service market exchange where it will be linked directly
to Xxxxxxxx Consulting's use of the Novient Products. Once an
aggregate amount of the [+++++] MAF paid to Xxxxxxxx
Consulting exceeds [++++++++++], the MAF for all Registered
Prospects over which Xxxxxxxx Consulting has significant
influence (as described above) during the remainder of the
term of this Alliance Agreement will be [+++++] of the
"initial software license revenue" less any royalty payments
to third parties. The "initial software license revenue"
includes, for each Registered Prospect, (1) all license,
access or similar fees paid under the first agreement (the
"Initial Agreement") where Novient licenses or provides access
to any version or release of any of the Novient Products to
such Registered Prospect other than on a trial or
demonstration basis (all such agreements being a "License
Agreement") and (2) all license, access or similar fees paid
under any License Agreement that Novient enters into with the
Registered Prospect within 6 months after entering into the
Initial Agreement, in each case, exclusive of any (x) sales,
use, withholding, excise, value-added, services, consumption,
invoicing, transfer or other transaction-specific taxes with
respect to the grant of such license or access and (y) net of,
and only of, any concessions, price reductions, or other
discounts actually granted by Novient to the Registered
Prospect. With respect to Registered Prospects over which
Xxxxxxxx Consulting has significant influence (as described
above), Novient shall price its products in such a manner that
each party's net proceeds of the "initial software license
revenue" pursuant to the MAF shall not be less than [++++++++]
per user. With respect to all other Registered Prospects,
Novient shall price
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its products in such a manner that Novient's and Xxxxxxxx
Consulting's net proceeds of the "initial software license
revenue" pursuant to the MAF shall not be less than [++++++++]
per user and [++++++++] per user, respectively.
(l) Significant Sales Support. "Significant Sales Support" means
any activities that may include, for example, any of the
following: pre-solicitation activities, solicitation analysis
and questions/shaping, proposal strategy development and
drafting, oral presentations, pre-award technical requirements
(e.g., demonstrations and benchmark tests) or similar forms of
resource investment in opportunities. Notwithstanding the
forgoing, if Xxxxxxxx Consulting performs the sales activities
described in the applicable Prospect Registration Form (as
defined in Section 3(m)) as and when reasonably requested by
Novient, Xxxxxxxx Consulting will be deemed to have provided
Significant Sales Support.
(m) Registered Prospects Notification. When the parties desire to
jointly pursue a Registered Prospect, the parties will
complete and execute a "Prospect Registration Form," in
substantially the form set forth in Exhibit A attached hereto.
Each Prospect Registration Form will describe the Registered
Prospect, the project and the specific sales activities
expected to be performed by each party. Notwithstanding the
foregoing, if Xxxxxxxx Consulting provides Significant Sales
Support, the failure to have a complete and fully executed
Prospect Registration Form will not prevent Xxxxxxxx
Consulting from receiving the appropriate MAF, provided, that
prior to the 90th day after a License Agreement has been
entered into with the Registered Prospect, Xxxxxxxx Consulting
has taken commercially reasonable efforts to complete a
Prospect Registration Form and to submit such form to Novient.
Each party will, at the other party's request, complete and
execute a Prospect Registration Form in good faith for any
ongoing marketing effort or transaction with a Registered
Prospect for which a Prospect Registration Form has not been
previously executed. The Prospect Registration Form will, at a
minimum, reflect the actual efforts that Xxxxxxxx Consulting
has provided prior to execution thereof.
(n) Registered Prospects. Novient will recommend Xxxxxxxx
Consulting to each Registered Prospect as a strategic provider
of Consulting Services for the Novient Products and will
provide Xxxxxxxx Consulting with the opportunity to
participate in joint marketing and proposal opportunities with
respect to the Registered Prospect. Xxxxxxxx Consulting will
recommend Novient as its strategic technology provider of PSA
software solutions.
(o) Payment of Fees. Novient will pay Marketing Assistance Fees to
Xxxxxxxx Consulting within 30 days after Novient receives
payment from the Registered Prospect. Each MAF will be
accompanied by a report listing the license fee payments to
Novient for which the MAF is being paid and identifying the
applicable License Agreements. Novient will also provide
excerpts from each applicable License Agreements describing
any and all payments to be made to Novient under such License
Agreement. Any payments due by
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one party to the other party under this Alliance Agreement
will be payable in U.S. dollars. For Novient Products licensed
outside the United States, the United States dollar equivalent
amount due to Xxxxxxxx Consulting for MAFs will be determined
by the exchange rate in effect as of the date that Novient
receives payment from the Registered Prospect.
(p) Taxes. Novient or its applicable client, as agreed upon
between Novient and such client pursuant to a separate written
agreement, shall pay for all taxes in connection with the
licensing of Novient Products to such client, including any
sales, use, excise, value-added, services, consumption,
withholding, invoicing and other taxes. Xxxxxxxx Consulting or
its applicable client, as agreed upon between Xxxxxxxx
Consulting and such client pursuant to a separate written
agreement, shall pay for all taxes in connection with the
provision of services by Xxxxxxxx Consulting to such client,
including any sales, use, excise, value-added, services,
consumption, withholding, invoicing and other taxes. Each
party shall provide and make available to the other
information regarding out-of-state or out-of-country sales or
use of equipment, materials, or services, and other exemption
certificates or information reasonably requested by the other
party. Each party shall use reasonable efforts to promptly
notify the other party of, and coordinate with such other
party the response to and settlement of, any claim for taxes
asserted by applicable taxing authorities for which such
original party is responsible hereunder.
(q) Recording of Fees. Novient will keep accurate and complete
records ("Records") of its License Agreements, licensing
activities and license revenue from Novient Products,
including all documents required for the full computation and
verification of MAFs, for as long as Novient is obligated to
pay MAFs plus an additional 24 months. Xxxxxxxx Consulting
shall be permitted, at its expense and on reasonable advance
notice to Novient, to audit the calculation of MAFs and the
corresponding Records but not more frequently than once per
year. If an audit reveals an underpayment or overpayment of
MAFs, the appropriate party will promptly remit the amount of
the underpayment or over payment to the other party. If an
audit reveals an underpayment of MAFs greater than 5% in any
12-month period, Novient agrees to reimburse Xxxxxxxx
Consulting for its costs for the audit. If an audit reveals an
overpayment or underpayment of greater than 5%, Xxxxxxxx
Consulting will thereafter have the right to conduct audits
once per quarter instead of once per year.
(r) No Disincentives. Novient will not intentionally create
disincentives or penalties for its Novient employees, such as
reduced commission, compensation or any other manner for
selling Novient Products or other software or learning content
to the clients targeted by the parties, other Xxxxxxxx
Consulting clients, or clients within the targeted market
segments.
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(s) Professional fees charged to Registered Products. Xxxxxxxx
Consulting will retain 100% of its professional fees related
to its Consulting Services (and any other products or
services) provided to Registered Prospects or other third
parties.
(t) Disclosure of Rates. Neither party shall disclose any billing
or cost rates of the other party hereto to any Registered
Prospect without prior written approval from such party.
4. RELATIONSHIP AND INTERNAL MANAGEMENT
(a) Alliance Management Executive. The parties' objectives for
this aspect of the Alliance are to improve client
satisfaction, create a win/win relationship, and to drive the
growth of each party's market share. In order to accomplish
these results, Xxxxxxxx Consulting and Novient shall, within a
reasonable time following the Effective Date, designate an
"Alliance Executive" to be its principal representative in
connection with performance under this Alliance Agreement.
Each Alliance Executive will be responsible for promoting the
products or services of the other party within the Alliance
Executive's respective organization.
(b) Alliance Manager. Each of Xxxxxxxx Consulting and Novient
shall also within a reasonable time following the Effective
Date designate an "Alliance Manager", responsible for the
overall on-going and day-to-day management of the
relationship. The Alliance Managers shall meet/speak
periodically, but not less than monthly. The Alliance Manager
will be a party's primary or first point of contact for all
relationship matters under this Alliance Agreement.
(c) Changes. Either party shall have the right to change
participants described above by providing written notice to
the other party, although in any case a party's
representatives shall always have sufficient seniority and
authority for the role, and shall be reasonably acceptable to
the other party.
5. TERM AND TERMINATION
(a) Term. The initial term of this Alliance Agreement shall be two
(2) years from the Effective Date (the "Initial Term"). Unless
either party notifies the other at least 60 days prior to
expiration of the Initial Term of its intent not to renew,
this Alliance Agreement shall automatically renew for
successive one (1) year renewal terms on the terms set forth
in this Alliance Agreement unless either party notifies the
other in writing at least 60 days prior to expiration of any
such renewal term of its intent to renegotiate or terminate
this Alliance Agreement.
(b) Termination for Cause. Either party may terminate this
Alliance Agreement at any time for material breach by the
other of any term of this Alliance Agreement, provided it has
given the other party prompt notice of the breach, identifying
specifically the breach, and
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provided further that the breaching party has not cured the
breach within 30 days of its receipt of the notice.
(c) Termination Without Cause. Either party may terminate this
Alliance Agreement at any time upon at least 60 days prior
written notice to the other party; provided, however, that if
as a result of their joint marketing efforts, either party has
entered into negotiations to provide Novient Products or
Xxxxxxxx Consulting's Consulting Services, as the case may be,
then the termination shall not be effective until the
completion of such negotiations.
(d) Outstanding Payments. Upon any expiration or termination of
this Alliance Agreement, the parties agree that any fees due
to the other party pursuant to the Alliance and/or this
Alliance Agreement shall be paid promptly to the other party.
(e) Survival. Upon any termination or expiration of this Alliance
Agreement, the provisions of Sections 1(f), 3(g), 3(I), 3(k),
3(o), 3(p), 3(q), 5, 6, 7, 8, 9, 10, 11 and 12 shall survive,
as shall any prime-subcontracts or licenses granted hereunder
(which shall be governed by their own terms).
6. INTELLECTUAL PROPERTY
(a) Definitions.
(1) "Work Products" shall mean all inventions, whether or
not patentable, know-how, original works of
authorship, developments, improvements or trade
secrets (including, but not limited to, computer
software or related product, such as learning
materials, product documentation, presentations,
marketing collateral, etc.) developed by either
Novient or Xxxxxxxx Consulting (either independently
or in concert with the other party) pursuant to this
Alliance Agreement, other than either party's
Pre-Existing Intellectual Property (as defined in
Section 4.6).
(2) "Proprietary Rights" shall mean rights in any
tangible or intangible property that is protected by
any letters patent, trade secret, copyright,
trademark, service xxxx, trade name or similar
proprietary rights recognized by common law or
statute.
(b) Ownership of Novient Developed Work Products. Without
otherwise limiting Xxxxxxxx Consulting's rights in its
Knowledge Capital (as defined in Section 6(e)), Novient shall
own all Proprietary Rights in all Work Products developed
principally by Novient. Xxxxxxxx Consulting hereby assigns all
Proprietary Rights in such Novient-owned Work Products to
Novient. Notwithstanding the foregoing, Novient agrees that if
any such Novient-owned Work Products contain information that
is confidential to Xxxxxxxx Consulting, it shall be used by
Novient only in accordance with Section 7 below. Novient
hereby grants to Xxxxxxxx Consulting a non-exclusive,
perpetual, irrevocable,
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worldwide, non-transferable, paid-up license to use,
sublicense, copy, maintain, modify, enhance, prepare marketing
related works (as described in Section 3(b)) and distribute
such Novient-owned Work Product in connection with Xxxxxxxx
Consulting's business.
(c) Ownership of Xxxxxxxx Consulting Developed Work Products.
Without otherwise limiting Novient's rights in its Knowledge
Capital, Xxxxxxxx Consulting shall own all Proprietary Rights
in any Work Products developed principally by Xxxxxxxx
Consulting. Novient hereby assigns all Proprietary Rights in
such Xxxxxxxx Consulting-owned Work Products to Xxxxxxxx
Consulting. Notwithstanding the foregoing, Xxxxxxxx Consulting
agrees that if any such Xxxxxxxx Consulting-owned Work
Products contain information that is confidential to Novient,
it shall be used by Xxxxxxxx Consulting only in accordance
with Section 7 below. Xxxxxxxx Consulting hereby grants to
Novient a non-exclusive, perpetual, irrevocable, worldwide,
non-transferable, paid-up license to use, sublicense, copy,
maintain, modify, enhance, prepare marketing related works (as
described in Section 3(b)) and distribute such Xxxxxxxx
Consulting-owned Work Products in connection with Novient's
business.
(d) Ownership of Jointly Developed Works. The parties' rights in
jointly developed Work Products shall be as provided in
specifically written "Joint Development Agreements" to be
executed and delivered by the parties.
(e) Knowledge Capital. Regardless of how Work Product is
characterized and subject to each party's confidentiality
obligations pursuant to Section 7, each party shall have and
retain all rights and interests in all information in
non-tangible form, which may be retained by persons (in their
memories) who may have access to the Work Product, including
their ideas, concepts, know-how, techniques, skills, and
processes, irrespective of whether possessed by the parties
prior to, or refined during the course of an engagement under
this Alliance Agreement (collectively referred to as
"Knowledge Capital").
(f) Further Assurances. The parties shall cooperate with each
other and execute such other documents as may be necessary and
appropriate to perfect ownership and licensing rights granted
in this Section 6.
(g) Independent Development. Subject to the rights and interests
which may be conveyed under this Section 4 and subject to the
party's confidentiality obligations described in Section 7, in
no event shall either party be precluded from developing for
itself, or for others, materials which are competitive with
the Work Products, irrespective of their similarity to the
Work Products.
(h) Reservation of Title. Notwithstanding any other provision of
this Alliance Agreement to the contrary, as between the
parties, each party will be the sole and exclusive owner of
all of its respective Proprietary Rights to all software,
processes, methodologies, design
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guides, developmental tools, techniques and technical business
information that (i) is owned or developed by or on behalf of
such party or its affiliates before the Effective Date, (ii)
is refined during the course of an engagement under this
Alliance Agreement, (iii) is subsequently acquired or
independently developed by or on behalf of such party or its
affiliates after the Effective Date without the use of the
intellectual property of the other party or (iv) constitutes
derivative works of the items specified in clause (i), (ii) or
(iii) above (collectively, with respect to each party,
"Pre-Existing Intellectual Property").
(i) Pre-Existing Xxxxxxxx Consulting Materials. In the course of
performance hereunder, Xxxxxxxx Consulting may use products,
materials, tools and methodologies that are proprietary to
Xxxxxxxx Consulting or to third parties (collectively
"Proprietary Items"). As between Novient and Xxxxxxxx
Consulting, Proprietary Items will be deemed Confidential and
Proprietary Information of Xxxxxxxx Consulting for purposes of
Section 7. Included among the Proprietary Items of Xxxxxxxx
Consulting are tools that Xxxxxxxx Consulting identifies as
Solution Construction Aids ("SCAs"), which Xxxxxxxx Consulting
makes available to clients under separate licensing terms.
Novient shall have or obtain no rights in such Proprietary
Items (or in any modifications or enhancements to them) other
than (i) to use them as authorized by Xxxxxxxx Consulting in
writing from time to time solely for purposes of performing
under this Alliance Agreement or (ii) pursuant to Xxxxxxxx
Consulting's standard license for such Proprietary Items or,
in the case of Proprietary Items owned by third parties,
pursuant to terms acceptable to the applicable third party. If
Proprietary Items are made available to Novient under (i)
above, they will be made available in an "AS IS" condition and
without express or implied warranties of any kind; those
Proprietary Items made available under (ii) above shall be
subject only to applicable terms of the applicable license.
7. CONFIDENTIALITY.
(a) For purposes of this Alliance Agreement, "Trade Secrets" means
information, including, but not limited to, technical or
non-technical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or a list of
actual or potential customers or suppliers, which constitutes
a trade secret under applicable law; "Confidential
Information" means information, other than Trade Secrets, that
is of value to its owner and is treated as confidential.
During the term of this Alliance Agreement, each party may be
given access to Trade Secrets or Confidential Information of
the other (the "Owner") that (i) has been labeled as
confidential information, (ii) is identified by the disclosing
party as confidential information in a contemporaneous
writing, or (iii) is provided under circumstances in which the
parties knew or reasonably should have known from the
circumstances of the disclosure that the information was
confidential (collectively,
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"Confidential and Proprietary Information"). In connection
therewith, the subsections set forth below shall apply.
(b) The Confidential and Proprietary Information of the Owner may
be used by the receiver ("Recipient") only in connection with
the purposes of this Alliance Agreement.
(c) The Recipient agrees to protect the confidentiality of the
Owner's Confidential and Proprietary Information in the same
manner that it protects the confidentiality of its own
proprietary and confidential information of like kind, but in
no event shall the Recipient exercise less than reasonable
care in protecting the Owner's Confidential and Proprietary
Information. Access to the Confidential and Proprietary
Information shall be restricted to Xxxxxxxx Consulting and
Novient personnel engaged in a use permitted hereby.
(d) Except as otherwise provided by this Alliance Agreement, the
Confidential and Proprietary Information may not be copied or
reproduced without the Owner's prior written consent.
(e) Except as otherwise provided by this Alliance Agreement, all
Confidential and Proprietary Information made available
hereunder, including copies thereof, shall be returned or
destroyed upon the first to occur of (a) termination or
expiration of this Alliance Agreement or (b) request by, or on
behalf of, the Owner.
(f) Nothing in this Alliance Agreement shall prohibit or limit
either party's use of information (including, but not limited
to, ideas, concepts, know-how, techniques, and methodologies)
(i) previously known to it without an obligation of
confidence, (ii) independently developed by or for it, (iii)
acquired by it from a third party which is not, to its
knowledge, under an obligation of confidence with respect to
such information, or (iv) which is or becomes publicly
available through no breach of this Alliance Agreement.
(g) If a Recipient receives a subpoena or other validly issued
administrative or judicial process requesting Confidential and
Proprietary Information of the Owner, it shall provide prompt
notice to the Owner of such receipt. The party receiving the
subpoena shall thereafter be entitled to comply with such
subpoena or other process to that extent permitted by law.
(h) In connection with the Alliance, Xxxxxxxx Consulting may from
time to time undertake one or more quality assessment reviews.
In order for such reviews to be xxxxx and candid, for the
greatest benefit to both Novient and Xxxxxxxx, they should be
kept confidential to the greatest extent possible. The parties
agree that any documentation created in connection with such
quality assessment reviews shall be Confidential and
Proprietary Information of Xxxxxxxx Consulting.
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(i) With respect to Trade Secrets that constitute Confidential and
Proprietary Information, the obligations in this Section 7
shall continue for so long as such information constitutes a
Trade Secret. With regard to Confidential Information that
constitutes Confidential and Proprietary Information, the
obligations in this Section 7 shall continue for the term of
this Alliance Agreement and for 5 years thereafter.
8. PUBLICITY
All press releases, publicity, marketing or sales materials, or other
materials developed by or on behalf of either party to further the purposes of
this Alliance Agreement that refer to this Alliance Agreement or the
relationship between the parties, or otherwise use the name or trademark of the
other party, shall be subject to prior review and written approval by the
Alliance Executive of the other party. Under no circumstances, without prior
written approval, shall either party reference this relationship, and/or use
either party's name, brand, and/or logo in any external market communications,
publications, websites, or in any other manner. The parties may designate types
or classes of materials that will be previously approved by the parties and
therefore do not require additional approval at the time of use/issuance.
Nothing in this Alliance Agreement conveys any license or right to any
trademark, service xxxx, trade name or other name of either party. The foregoing
notwithstanding, either party may include factual descriptions of the
relationship between the parties in presentations without consent.
9. NOTICES
Any notice or formal communication required or permitted under this
Alliance Agreement shall be in writing and effective either when
delivered personally to the party for whom intended, or 5 days
following deposit of the same into the United States mail (certified
mail, return receipt requested, or first class postage prepaid),
facsimile (with confirmation of delivery) or overnight delivery
services ( with confirmation of delivery), addressed to such party at
the address set forth below. Either party may designate a different
address by notice to the other given in accordance herewith.
If intended for Xxxxxxxx Consulting:
Xxxx X. Xxxx
Xxxxxxxx Consulting LLP
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
With copies of any notice of breach or other legal action to:
General Counsel
Xxxxxxxx Consulting LLP
000 Xxxxx Xxxxxx Xxxxx, Xxx. 000
Xxxxxxx, XX 00000
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If intended for Novient:
Xx. X. Xxxxxx Xxxx
President and COO
Novient, Inc.
0000 Xxxxxxxx Xxxx
Seven Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
10. NON-SOLICITATION.
Except as the other party expressly authorizes in writing in advance,
neither party shall solicit, offer work to, employ, or contract with, whether as
a partner, employee or independent contractor, directly or indirectly, any
Personnel (as defined below) of the other party during such Personnel's
participation in activities pursuant to this Alliance Agreement or during the 12
months thereafter. The foregoing restriction shall not apply to employment in
response to general solicitations not directed to a specific individual or group
of individuals within either Novient's or Xxxxxxxx Consulting's organizations.
Each party acknowledges that: (a) the other party has a valid interest in
maintaining a stable work force; (b) this provision is reasonably tailored to
that purpose; and (c) that the liquidated damages amount is a reasonable
approximation of the costs and damages that a party would incur as a result of
such action by the other party. For purposes of this Alliance Agreement,
"Personnel" includes any individual a party employs as a partner, employee or
independent contractor and with which a party comes into direct contact in the
course of this Alliance Agreement.
11. INDEMNIFICATION
(a) Each party shall defend, indemnify and hold harmless the other
party and its officers, partners, employees, affiliates and
agents from and against any loss, claim, damage or liabilities
(or actions in respect thereof that may be asserted by any
third party) that may result from any third party claims
arising out of or relating to that party's products or
services and will reimburse the other party for all expenses
(including counsel fees) as incurred by such party in
connection with any such action or claim.
(b) Each party shall indemnify, defend and hold harmless the other
party and its officers, partners, employees, affiliates and
agents, from and against any third party claims, demands,
loss, damage or expense relating to bodily injury or death of
any person or damage to real and/or tangible personal property
directly caused by the negligence or willful misconduct of the
indemnifying party, its personnel or agents in connection with
the Alliance hereunder.
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(c) Upon notice by a party in writing of a third party claim
against such party (the "Indemnified Party") that any products
and services of the other party (the "Indemnifying Party")
infringe any patent, copyright, trade secret, or other
intellectual property right of any third party, the
Indemnifying Party will defend such claim at its expense and
will pay any costs or damages that may be finally awarded
against the Indemnified Party. The Indemnifying Party will not
indemnify the Indemnified Party, however, to the extent that
the claim of infringement is caused by (1) the Indemnified
Party's misuse or modification of such products and services
in a manner not reasonably contemplated by this Alliance
Agreement; or (2) the Indemnified Party's use of the products
and services in combination with any product or information
not reasonably contemplated by this Alliance Agreement and the
applicable documentation.
(d) To receive the foregoing indemnities, the party seeking
indemnification must promptly notify the other in writing of a
claim or suit and provide reasonable cooperation (at the
indemnifying party's expense) and full authority to defend or
settle the claim or suit. The indemnifying party shall have no
obligation to indemnify the indemnified party under any
settlement made without the indemnifying party's written
consent.
(e) The limit of each party's liability (whether in contract,
tort, negligence, strict liability in tort or by statute or
otherwise) to other, arising out of or in any manner related
to this Alliance Agreement, for any and all claims, shall not
in the aggregate exceed the sum of US$1,000,000. In no event
shall either party be liable for consequential, incidental or
punitive loss, damage or expenses (including but not limited
to business interruption, lost business, or lost savings) even
if it has been advised of their possible existence. The
foregoing limitations and exclusions shall not apply to (i)
the parties' respective indemnification obligations set forth
in Section 3(g), 11(a), 11(b), 11(c), 11(d), or (ii) Novient's
payment obligations pursuant to Section 3(k). Any action by
either party must be brought within two 2 years after the
cause of action arose.
(f) The allocations of liability in this Section 11 represent the
agreed and bargained-for understanding of the parties. The
parties agree further that they will look only to the assets
of the other party in connection with the liabilities
hereunder and in no event shall they have any claim against
any shareholder, partner or holder of an ownership interest in
the other party in connection with this Alliance Agreement.
12. MISCELLANEOUS
(a) Non-assignment. The terms and conditions of this Alliance
Agreement shall inure to the benefit of, and shall be binding
upon, the parties and their respective successors and
permitted assigns. Neither this Alliance Agreement nor any of
the rights or obligations hereunder shall be assigned by
either party without the prior written consent of the other
party, provided that either party may assign this Alliance
Agreement to any successor of substantially all of its
business without consent.
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(b) Entire Agreement. This Alliance Agreement, together with the
Schedules and Exhibits, constitute the entire business
agreement between the parties hereto and supersedes any and
all prior agreements, arrangements and/or understandings
between the parties, whether or oral or written, relating to
the subject matter hereof. No other agreements,
representations, warranties or other matters, whether oral or
written, shall be deemed to bind the parties hereto with
respect to the subject matter hereof. This Alliance Agreement
shall not be deemed or construed to be modified or amended
except by written agreement of the parties.
(c) No Waiver. The failure of either party at any time to require
performance by the other of any provision hereof shall in no
way constitute a waiver thereof unless waived in writing. Nor
shall the waiver of any breach of any provision hereof be held
to be a waiver of any subsequent breach of such provision or
any other provision.
(d) Force Majeure. Neither party shall be liable for any delays or
failures in performance (other than payment obligations
hereunder) due to circumstances beyond its reasonable control.
(e) Conflict Resolution. The parties agree that in the event of a
dispute or alleged breach of this Alliance Agreement, they
will work together in good faith first to resolve the matter
internally with the participation of the Alliance Managers by
escalating it to higher levels of management (first to the
Alliance Managers, then to the Alliance Executives) and then,
if necessary, to use a mutually agreed alternative dispute
resolution technique prior to resorting to litigation. This
provision shall not apply to disputes involving
confidentiality or infringement of intellectual property
rights (in which case either party shall be free to seek
available remedies in any forum).
(f) Specific Performance. Each party acknowledges and agrees that
any breach of the agreements and covenants contained in this
Alliance Agreement would cause irreparable injury to the other
party for which such other party would have no adequate remedy
at law. In addition to any other remedy for which a party may
be entitled, each party agrees that temporary and permanent
injunctive and other equitable relief and specific performance
may be granted without proof of actual damages or inadequacy
of legal remedy in any proceeding that may be brought to
enforce any of the provisions of this Alliance Agreement.
(g) Warranty. Each party agrees that its obligations and
responsibilities under this Alliance Agreement will be
performed in a good and workmanlike manner, and will reperform
any work not in compliance with this warranty brought to its
attention within a reasonable time. Neither party makes any
representations or warranties to the other regarding specific
results of the joint or separate marketing activities, or with
respect to products and services it contributes, under this
Alliance Agreement.
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THE PRECEDING IS EACH PARTY'S ONLY WARRANTY MADE IN CONNECTION
WITH THIS ALLIANCE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER
WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY OR OTHERWISE.
(h) No Third Party Beneficiaries. Except for the indemnitees
specifically identified in Section 11, nothing contained in
this Alliance Agreement is intended to confer upon any person
(other than the parties hereto) any rights, benefits, or
remedies of any kind or character whatsoever, and no person
shall be deemed a third party beneficiary under or by reason
of this Alliance Agreement.
(i) Modification. This Alliance Agreement may not be modified or
amended except by the mutual written agreement of the parties.
No waiver of any provision of this Alliance Agreement shall be
effective unless it is in writing and signed by the party
against which it is sought to be enforced.
(j) Governing law. This Alliance Agreement shall be governed by
and construed in accordance with the laws of the State of
Georgia, without regard to its conflict of law rules. The
parties expressly agree to exclude the application of the U.N.
Convention on Contracts for the International Sale of Goods
(1980) to this Alliance Agreement and the performance of the
parties contemplated herein, to the extent that such
convention might otherwise be applicable.
(k) Severability. If any term or provision of this Alliance
Agreement is found by a court of competent jurisdiction to be
invalid, illegal or otherwise unenforceable, the same shall
not affect the other terms or provisions hereof or the whole
of this Alliance Agreement, but such term or provision shall
be deemed modified to the extent necessary in the court's
opinion to render such term or provision enforceable, and the
rights and obligations of the parties shall be construed and
enforced accordingly, preserving to the fullest permissible
extent the intent and agreements of the parties herein set
forth.
(l) Counterparts. This Alliance Agreement may be executed in
counterparts or duplicate originals, both of which shall be
regarded as one and the same instrument, and which shall be
the official and governing version in the interpretation of
this Alliance Agreement.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties have duly executed and accepted this
Alliance Agreement as of the Effective Date.
XXXXXXXX CONSULTING LLP
By: /s/ Xxxx X. Xxxx
--------------------
Name: Xxxx X. Xxxx
------------------
Title: Partner
-----------------
NOVIENT, INC.
By: /s/ X. Xxxxxx Wise
--------------------
Name: X. Xxxxxx Xxxx
------------------
Title: President
-----------------
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SCHEDULE 1
The term "Professional Services Automated Software" as used in this Alliance
Agreement includes:
Novient eServices - Resources
The above product includes:
(i) Novient eServices Platform
- OLAP Analysis (Viewer must be licensed separately)
- Standard/Ad Hoc Reporting
- Knowledge Repository
- Microsoft Office and Project Integration
- Seagate Crystal Reports Integration
- System and Security Administration
- Intelligent Server Network (DAIC)
- Anonymous View
- Decision Dashboard
- Service Agents
- Service Support
- Online Help
- Crystal Reports for use with Novient Software
(ii) Novient eServices Tools
- Bulk Load Utility
- Published API's for Front and Back Office Integration
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Professional Services Automated Software also includes all revisions, patches,
fixes, new releases and other improvements to the Software, including support
services deliverables, provided to Xxxxxxxx Consulting and/or its affiliates
under this Alliance Agreement, the Software License Agreement, dated as of the
date hereof, between Proquire LLC and Novient or any other agreement between the
parties.
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SCHEDULE 2
The following table describes the printed documents that the Novient
documentation group will produce for release 5.0. The following documents
comprise the "Documentation" referenced in the Alliance Agreement.
GUIDE DESCRIPTION
5.0 Release Notes Provide information on changes to Novient
eServices for Release 5.0.
Associate User Training Guide Provides instructions for maintaining a
consultant profile, which includes skills,
proficiencies, resume, and availability
dates.
eServices User Guide Provides the necessary information for
master accounts and accounts to get familiar
with the basic functions of Novient
eServices.
Scalability Guide Describes the scalability and the
performance that you can expect and
discusses the configuration of the
Information Consulting Network (ICN) server.
ICN is a service that we provide to
companies to lease the use of Novient
eServices on our server via the Internet.
Security Guide Describes some of the methods currently in
use and some that are available to further
protect the data. This information is based
on the features in Novient eServices.
Administrator's Guide Serves as a guide for the system
administrator in configuring the base
settings of Novient eServices and in
performing the following types of
maintenance: room, company, account,
property, folder, and skill.
Application Programming Explains how to use the application
Interface Guide programming interface (CX API), which allows
you to access the database through code.
Batch Application Programming Provides instructions for adding or updating
Interface Guide data in Novient eServices Guide tables from
an input file
Bulk Load Guide Provides the necessary information to:
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GUIDE DESCRIPTION
Copy the Bulk Load Utility programs
Create input files containing the data to be
loaded into Novient eServices
Upload the data into Novient eServices
Installation Guide Provides instructions for installing and
setting up Novient eServices.
Service Analyzer Installation Provides system requirements and procedures
Guide for adding Novient Service Analyzer to your
Novient eServices system.
Reporting Dictionary Reference Describes the layout of the tables in the
Guide Novient Reporting Dictionary, CX_Report,
which is a Crystal Reports dictionary.
Master Reports Guide Describes and illustrates the master reports
provided with Novient eServices.
Standard Reports Guide Describes and illustrates the standard
reports provided with Novient eServices.
Manager's Workbench Guide Describes the workbench views you can
produce within Novient eServices.
MS Project Interface Guide Describes how Novient eServices interfaces
with MS Project.
Alliance Management Guide Discusses how to configure and maintain a
multi-company, multi-room Novient eServices
system similar to the InfoWave ICN servers.
This type of system is referred to as a
Partner Novient system throughout this
document.
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EXHIBIT A
PROSPECT REGISTRATION FORM
FOR _____________________________
DATE ___________
This Prospect Registration Form between Xxxxxxxx Consulting LLP ("Xxxxxxxx
Consulting") and Novient, Inc. ("Novient") is subject to the terms of the Master
Alliance Agreement between the parties and dated May 31, 2000, unless otherwise
noted herein.
REGISTERED PROSPECT PROJECT
Name:
Project (Opportunity) Description: [Describe nature of opportunity. Include
information such as schedule, revenue potential, key tasks, special support
needs from Novient, etc. Typical language would describe that Xxxxxxxx
Consulting will be the prime contractor and will be responsible for overall
project success, overall client management, workplans, project reporting,
definition of user requirements, new business processes, integration with client
legacy systems and system testing.].
XXXXXXXX CONSULTING CONTACTS
Client (Engagement) Partner Name, Location, Phone, Fax, Email:
Project Manager Name, Location, Phone, Fax, Email:
Relationship Manager Name, Location, Phone, Fax, Email:
NOVIENT CONTACTS
Channel Manager Name, Location, Phone, Fax, Email:
Account Manager Name, Location, Phone, Fax, Email:
REGISTERED PROSPECT CONTACTS
Client Name, Location, Phone, Fax, Email:
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RFP/RFI INFORMATION
Issue Date:
-----------------------
Due Date:
-------------------------
Notes:
DESCRIPTION OF MINIMUM PRESALES ACTIVITIES
Xxxxxxxx Consulting Presales Activities:
Novient Presales Support Committed:
IN WITNESS WHEREOF, the parties hereto have duly executed this Prospect
Registration Form as of the date first written above.
[XXXXXXXX CONSULTING OR AFFILIATE'S LEGAL NAME] NOVIENT, INC.
----------------------------------------------- --------------------------------------
Name: Name:
------------------------------------------ ---------------------------------
Title: Title:
----------------------------------------- --------------------------------
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