Exhibit 10.26
STRATEGIC ALLIANCE AGREEMENT
BETWEEN
PENTON MEDIA, INC.
AND
CAYENTA, INC.
DATED AS OF MARCH 30, 2000
TABLE OF CONTENTS
Page
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1. Marketing Opportunities.......................................2
2. Future E-Commerce Projects....................................2
3. Strategic Framework...........................................2
4. Promotion of Penton Products..................................2
5. Confidentiality...............................................2
6. Intellectual Property Rights..................................3
7. Publicity.....................................................4
8. Term; Termination; Survival...................................4
9. Limitation of Liability.......................................4
10. Independent Contractors; Costs................................4
11. Amendments and Waivers........................................5
12. Expenses......................................................5
13. Successors and Assigns........................................5
14. No Third-Party Beneficiaries..................................5
15. Governing Law.................................................5
16. Counterparts..................................................5
17. Headings......................................................5
18. Entire Agreement..............................................5
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (this "AGREEMENT") is made as of
March 30, 2000 (the "EFFECTIVE DATE"), between Penton Media, Inc., a Delaware
corporation with its principal place of business at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000 ("PENTON"), and Cayenta, Inc., a Delaware corporation
with its principal place of business at 000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxxx,
XX 00000 ("CAYENTA").
RECITALS
X. Xxxxxx currently services over 50 vertical markets with a broad
range of print, in-person/tradeshow, and online web site products. Penton is
currently strengthening its Internet presence and has plans to significantly
enhance its web site activities. In the near future, Penton will be devoting
significant resources to develop certain web sites, one of which is the
Xxxxxxxxxx.xxx site.
B. Cayenta, a total service provider ("TSP") of end-to-end, e-commerce
systems, is currently in final contract negotiations with Penton to be Penton's
sole vendor for the development, support and hosting of the Xxxxxxxxxx.xxx site
and has offered to provide up to $1.25 million of equity in Xxxxxxxxxx.xxx at
such time as the opportunity for such investment becomes available.
C. The parties desire to enter into this Agreement to establish certain
fundamental concepts of their strategic relationship so as to (i) enhance
Penton's online presence, (ii) facilitate end-to-end e-commerce solutions for
current and future Penton website products, (iii) promote the development of
Cayenta's e-commerce TSP business, and (iv) establish Cayenta as a Penton
preferred e-commerce provider.
D. Each of the parties expects and intends to devote significant
resources to the development, promotion and effectuation of their respective
businesses which are the subject of this strategic alliance, all as more
particularly set forth in one or more definitive agreements to be entered into
from time to time pursuant to this Agreement (the "DEFINITIVE AGREEMENTS").
E. The parties hereto are concurrently herewith entering into a Stock
Purchase Agreement, whereby Penton will purchase 250,000 shares of Cayenta
common stock (the "CAYENTA SPA") and a Total Service Provider Services and
License Agreement for Cayenta services with respect to the Xxxxxxxxxx.xxx
project (the "HEALTHWELL TSPSLA").
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the parties hereto (the "PARTIES") agree as follows:
1. MARKETING OPPORTUNITIES. In further consideration for entering into the
Cayenta SPA and the Healthwell TSPSLA, Penton will contribute to Cayenta $1.0
million per year of free marketing opportunities calculated at earned/published
rates for two years. This will include advertising in any of Penton's
publications including INTERNET WORLD, BOARDWATCH, and INDUSTRY WEEK magazines,
as well as raw exhibit space (to be developed at Cayenta's expense) in any of
Penton Exhibitions including INTERNET WORLD and ISPCON shows. Penton will also
provide Cayenta with sponsorship and co-marketing opportunities, including, for
example, web site linkage.
2. FUTURE E-COMMERCE PROJECTS. Penton and Cayenta are currently engaged in
discussions on various projects which, if successfully concluded, will make
Cayenta the TSP for Penton projects regarding the Electronics OEM, internet, and
ISP markets both domestic and abroad. In addition, over the next
six months, Penton and Cayenta will enter into discussions with respect to
additional projects, so that a total of ten projects will have been discussed by
the end of such six month period. To the extent that Penton uses Cayenta as the
provider of services for any future e-commerce projects, the Parties will
negotiate in good faith to enter into Definitive Agreements with respect to each
project. The obligations, relationships and arrangements of the Parties with
respect to such future projects will arise and be governed only under and
pursuant to the terms and conditions of the Definitive Agreement that
specifically addresses each project. The Parties hereby agree that upon entering
into any Definitive Agreement with respect to a specific future e-commerce
project, Cayenta will provide a dedicated support team to develop and coordinate
Penton e-commerce initiatives and projects.
3. STRATEGIC FRAMEWORK. Cayenta will develop and deliver to Penton an overall
strategic framework for selecting, building and delivering standardized
technologies for Penton-wide implementation.
4. PROMOTION OF PENTON PRODUCTS. Cayenta will offer Penton products and services
to the Cayenta customer base through bundled value added business services
offered in conjunction with Cayenta's TSP family of products and services.
Cayenta will also offer market exposure for Penton products and service via
promotion on Cayenta web sites, case studies and customer testimonial related
marketing collateral.
5. CONFIDENTIALITY
5.1 It is anticipated that each of the Parties and their affiliates may
disclose to the other proprietary and confidential information that (a) is
identified as proprietary and confidential at the time of disclosure, (b) is not
otherwise publicly available, or (c) can reasonably be regarded as confidential
(collectively, "INFORMATION"). Information may include Intellectual Property,
software programs, technical data, customer information and business information
of the Parties.
5.2 Each Party or their affiliates will be a "DISCLOSING PARTY" with
respect to Information which that Party or its affiliates discloses to the other
and will be a "RECEIVING PARTY" with respect to Information which that Party or
their affiliates receives from the other. A
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Disclosing Party will not identify as Information any information which the
Disclosing Party does not, in good faith, consider to be proprietary and/or
confidential.
5.3 The Receiving Party will maintain the secrecy and confidentiality
of Information of the Disclosing Party by way of efforts at least equivalent to
the efforts that the Receiving Party normally applies to its own property that
it maintains secret and confidential, and in any event using no less than a
reasonable degree of care.
5.4 The Information may be disclosed by the Receiving Party only in
furtherance of the objectives of this Agreement and only to the Receiving
Party's employees with a need to know, provided that each such employee has
previously been advised of the proprietary and confidential nature of the
Information. The Information will not be used by the Receiving Party or such
employees other than in furtherance of the objectives of this Agreement. The
Receiving Party will be responsible for maintaining the confidentiality and
non-use of Information received by the Receiving Party from the Disclosing Party
which has been disclosed to the Receiving Party's employees in accordance with
this Section 5.4
5.5 The disclosure of Information will not be construed to grant to the
Receiving Party any ownership or other proprietary interest in the Information.
The Receiving Party agrees that it does not acquire any title, ownership, or
other Intellectual Property right or license by virtue of such disclosure.
5.6 A Receiving Party has no obligation with respect to any Information
disclosed hereunder which: (a) was in Receiving Party's possession before
receipt from Disclosing Party other than through prior disclosure by or on
behalf of Disclosing Party and Receiving Party is not otherwise under an
obligation of confidentiality with respect to such Information; or (b) is or
becomes a matter of general public knowledge through no breach of this
Agreement; or (c) is rightfully received by Receiving Party from a third party
without an obligation of confidentiality; or (d) is independently developed by
Receiving Party without any obligation of confidentiality with respect to such
Information; or (e) is required to be disclosed by the Receiving Party by order
of a court or as a matter of law, including, without limitation, any voluntary
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, provided that the receiving party uses reasonable
efforts to provide the Disclosing Party with prior notice of such obligation to
disclose and either reasonably assists in obtaining a protective order therefor
or reasonably considers any requests for confidential treatment of such
Information by the Disclosing Party.
5.7 Upon termination or earlier expiration of this Agreement, the
Receiving Party will (a) immediately cease using the Information, (b) promptly
return to the Disclosing Party all tangible embodiments of the Information
received from the Disclosing Party together with all written or electronically
stored documentation that is based on or reflects, in whole or in part, such
Information, and (c) promptly destroy or, at the Disclosing Party's election,
return all other copies. The obligations of confidentiality and non-use of a
Receiving Party under this Agreement will continue in effect for a period of two
years after such return and destruction of Information, which will be evidenced
by written records of the Receiving Party.
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6. INTELLECTUAL PROPERTY RIGHTS
6.1 Nothing in this Agreement will be construed to grant to either
party any ownership or other interest in the Intellectual Property of the other.
To the extent that any Intellectual Property is developed pursuant hereto or any
Definitive Agreement, the Parties' respective rights and responsibilities with
respect to such Intellectual Property, including the use thereof, will be
addressed in each such instrument.
6.2 "INTELLECTUAL PROPERTY" means with respect to any party, any
patent, trade xxxx, service xxxx, trade name, invention, product designation,
logo, slogan, trade secret, know how, work of authorship, computer software,
database, Internet address, including uniform resource locators and domain
names, and research in progress and any improvement and derivative works
thereof, or any other similar type of intellectual property right therein,
together with any registration or application with respect thereto, in each
case, which is used or held for use or otherwise necessary in connection with
the conduct of business of such Party [as currently conducted.]
7. PUBLICITY. Neither Party nor their affiliates will issue a press release or
make any other public announcement or statement of the terms of this Agreement
or the activities or performance hereunder without the prior written consent of
all of the other Party.
8. TERM; TERMINATION; SURVIVAL
8.1 Subject to Section 8.4 hereof, this Agreement will terminate on the
second anniversary of the Effective Date, unless earlier terminated pursuant to
Section 8.2 or 8.3 hereof.
8.2 A Party may, by giving written notice thereof to another Party,
terminate this Agreement as of a date specified in such notice in the event that
such other party (a) terminates or suspends its business; (b) becomes a debtor
in a bankruptcy or insolvency proceeding under federal or state statute; (c)
becomes insolvent or becomes subject to direct control by a trustee, receiver or
similar authority; (d) is acquired by a third party, or acquires a controlling
interest in a third party, reasonably deemed to be a competitor of the party
giving notice of termination.
8.3 A Party may terminate this Agreement at any time if the other Party
breaches either the Cayenta SPA or the Healthwell TSPSLA.
8.4 Termination of this Agreement will not affect the provisions hereof
relating to Intellectual Property or confidentiality, nor will a termination of
this Agreement release any Party from its obligations or liabilities, or deprive
any party of its rights or benefits, under any Definitive Agreements entered
hereunder, unless and only to the extent such relevant agreement provides
otherwise.
9. LIMITATION OF LIABILITY.
In no event will one Party assert against the other Party any claim for
indirect, incidental, punitive, special or consequential damages, including, but
not limited to, lost business or lost profits, whether foreseeable or not, even
if such Parties have been advised of the possibility of such damages.
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10. INDEPENDENT CONTRACTORS; COSTS. The Parties will at all times be independent
Parties. Neither Party is an employee, joint venturer, agent or partner of the
other; neither Party is authorized to assume or create any obligations or
liabilities, express or implied, on behalf of or in the name of the other. The
employees, methods, facilities and equipment of each Party will at all times be
under the exclusive direction and control of that Party. Except as otherwise
expressly agreed in writing, each of the Parties will bear its own costs and
expenses incurred in connection with its performance hereunder.
11. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each Party to this Agreement, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or
delay by any Party in exercising any right, power or privilege hereunder will
operate as a waiver thereof nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided will be
cumulative and not exclusive of any rights or remedies provided by law.
12. EXPENSES. Whether or not the transactions contemplated by this Agreement are
consummated, except as otherwise expressly provided for herein, each Party will
pay or cause to be paid all of its own fees and expenses incident to the
preparation and performance of the Agreement, including the fees and expenses of
any broker, finder, financial advisor, legal advisor or similar person engaged
by such party.
13. SUCCESSORS AND ASSIGNS. The provisions of this Agreement will be binding
upon and inure to the benefit of the Parties hereto and their respective
successors and assigns; provided that, no Party may assign any of its rights or
obligations under this Agreement without the consent of each other Party hereto.
14. NO THIRD-PARTY BENEFICIARIES. Except as otherwise expressly provided in this
Agreement, this Agreement is for the sole benefit of the Parties hereto and
their permitted successors and assigns and nothing herein expressed or implied
will give or be construed to give to any Person, other than the Parties hereto
and such permitted successors and assigns, any legal or equitable rights
hereunder.
15. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Ohio, without regard to the conflict
of laws rules of such state.
16. COUNTERPARTS. This Agreement may be signed in any number of counterparts,
each of which will be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
17. HEADINGS. The headings in this Agreement are for convenience of reference
only and will not control or affect the meaning or construction of any
provisions hereof.
18. ENTIRE AGREEMENT. This Agreement (including any Schedules and the Exhibits
referred to herein and/or attached hereto) constitutes the entire agreement
among the parties with respect to the subject matter of this Agreement. This
Agreement (including any Schedules and
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the Exhibits referred to herein and/or attached hereto) supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter hereof of this Agreement.
IN WITNESS WHEREOF the parties have caused this Strategic Alliance
Agreement to be executed in counterparts by their authorized representatives, to
be effective as of the Effective Date.
PENTON MEDIA, INC.
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Chief Financial Officer
CAYENTA, INC.
By: /s/ Xxxxxx X. Lake
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Name: Xxxxxx X. Lake
Title: Chief Financial Officer
