EXHIBIT 10.31
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AGREEMENT
Pfizer Inc, a Delaware corporation with a business address of 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, XX 00000 and its Affiliates ("Pfizer"), and Bridgeline
Software, Inc., with a business address of 00 Xxxxx Xxxx, Xxxxxx, XX 00000
("Bridgeline"), enter into this Agreement for development of a usability study,
information architecture and user interface design, training and other services
as set forth in the Work Plan, attached to and made part of this Agreement as
Exhibit A ("Work Plan"), on the following terms and conditions:
1. DEFINITIONS:
a. "Affiliates" means any corporation, firm, partnership or other entity
which directly or indirectly controls, is controlled by, or is under
common control with Pfizer Inc.
2. SCOPE OF WORK: The work to be performed by Bridgeline under this Agreement
("Services") shall be as set forth in the Work Plan. Bridgeline will
complete the Services in a professional and diligent manner, on a schedule
agreed to by the parties and at the price stated in the Work Plan.
Bridgeline will design and deliver the user interface, software and
associated documentation ("Custom Software"), create and manage the program
management office for the development, launch, and deployment of Atlas
software at Pfizer sites
3. TERM: The term of this Agreement is two years from the date of its
execution by Bridgeline or until the completion of the work described in
the Work Plan, whichever comes first.
4. PAYMENT: Pfizer will pay Bridgeline the sums set forth in the Work Plan in
accordance with the payment schedule set forth in the Work Plan. All
payments will be made within 30 days of receipt of, and acceptance by,
Pfizer of an invoice from Bridgeline.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
5.1 PFIZER PROPERTY. Materials and information provided by Pfizer
remain Pfizer's property and will be treated as confidential
Information.
5.2 WORK PRODUCT. The user interface, documentation and embedded
software produced by Bridgeline in performance of the Services
("Results") and delivered to Pfizer will belong to Pfizer,
upon Pfizer's complete payment to Bridgeline for the services.
5.3 BRIDGELINE PROPERTY. All Bridgeline technology embodied in the
work product or incorporated into the Results, including
without limitation, processes, methodologies, background
technology, tools, source codes, templates, languages,
documentation, and all intellectual property rights used to
create or operate the Results will remain Bridgeline's
property.
5.4 Bridgeline hereby grants to Pfizer a non-exclusive, fully
paid-up and royalty free, worldwide license, with the right to
sublicense to Arity and Arity's sublicensees, to use such
Bridgeline technology and intellectual property rights
contained in the Results to the extent necessary for Pfizer
and its
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sublicensees to make use of the Results alone or in
combination with other technology and information.
5.5 NO RIGHTS GRANTED. With the exception of the rights granted to
Pfizer in Section 5.2, 5.4 and 11, neither party conveys or
licenses intellectual property of any kind to the other party.
5.6 Bridgeline agrees to complete, at Pfizer's expense, but
without further compensation to Bridgeline, any documents
necessary for Pfizer to file patent applications and to
prosecute patents with respect to such Results in Pfizer's
name or Bridgeline's name, or both. Bridgeline will, if deemed
necessary or desirable by Pfizer, on the same terms, execute
an assignment of rights to Pfizer with respect to such patent
applications or patents.
6. REPRESENTATION AND WARRANTY: Bridgeline represents and warrants to Pfizer
that: (a) neither Bridgeline entering nor performing this Agreement will
violate any right or breach any obligation to any third party under any
agreement or arrangement between Bridgeline and such third party, (b) the
Custom Software will not infringe the intellectual property rights of any
third parties and no licenses, permissions or releases of third party
rights are necessary for Bridgeline's development of the Custom Software in
accordance with the terms of this Agreement, (c) all copyrightable matter
licensed or assigned hereunder has been or will be created after the
effective date of this Agreement by persons who were employees or
contractors of Bridgeline at the time of creation, (d) the Services under
this Agreement will be performed in a professional and workmanlike manner
and all deliverables and Results will meet the relevant specifications
therefore and (e) Bridgeline will obtain agreements with its employees and
contractors sufficient to allow it to provide Pfizer with the assignments
and licenses to intellectual property rights developed by them for
Bridgeline.
Except for the warranties made above, Bridgeline makes no warranties to any
person or entity with respect to the services, the custom software, or any
deliverables and disclaims all implied warranties, including without
limitation warranties of merchantability, fitness for a particular purpose
and non-infringement.
7. INFORMATION: For purposes of this Agreement, the term "Information" means
Results and all written information relating to the Services, including but
not limited to data; know-how; technical and non-technical materials which
Pfizer delivers to Bridgeline pursuant to this Agreement, stamped
"Confidential," and all oral material which Pfizer declares to be
confidential and confirms such declaration in writing within 30 days of
disclosure.
8. CONFIDENTIALITY: Bridgeline will maintain the Information in confidence
with the same degree of care it holds its own confidential information.
Bridgeline will not use the Information except to perform the Services.
Bridgeline will disclose the Information only to its officers and employees
directly concerned with carrying out the Work Plan, but will neither
disclose the Information to any third party nor use the Information for any
other purpose.
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9. EXCEPTIONS TO CONFIDENTIALITY: Bridgeline's obligation of nondisclosure and
the limitations upon the right to use the Information will not apply to the
extent that Bridgeline can demonstrate that the Information: (a) was in the
possession of Bridgeline prior to the time of disclosure; or (b) is or
becomes public knowledge through no fault or omission of Bridgeline; or (c)
is obtained by Bridgeline from a third party under no obligation of
confidentiality to Pfizer; or (d) is required to be disclosed in order to
comply with applicable law, regulation or court or administrative order.
All Information will be returned to Pfizer upon termination of this
Agreement for any reason, except for one copy, which Bridgeline may use for
the sole purpose of determining its continuing confidentiality obligation
to Pfizer under this Agreement.
10. MATERIALS: Bridgeline agrees to use the materials provided to Bridgeline
pursuant to the Work Plan only to perform the Services under the terms and
conditions of this Agreement, and to return to Pfizer or to destroy
according to applicable regulatory guidelines, at Pfizer's request, any
materials provided to Bridgeline by Pfizer remaining at the conclusion of
the Services.
11. USE: During the contract term Bridgeline and Pfizer each grant to the other
and to other Pfizer service providers supporting the Work Plan, a
nonexclusive, worldwide, royalty-free license to make and use the other's
Confidential Information and technology in order to conduct the Work Plan.
12. SURVIVAL OF CONFIDENTIALITY OBLIGATION: All confidentiality obligations of
Bridgeline under this Agreement will survive the termination of this
Agreement for a period of five years.
13. REPORTS: At periods specified in the Work Plan and at the conclusion of the
Services, Bridgeline will provide to Pfizer reports summarizing conclusions
in written or standard electronic format (e.g. PDF format) to summarize the
completion of the work. Bridgeline also provide to Pfizer training
documents and presentations as part of the reports.
14. RELATIONSHIP: Bridgeline will render the Services as an independent
contractor and neither Bridgeline nor its employees are employees of
Pfizer. Accordingly, neither Bridgeline nor its employees will (a)
participate in Pfizer employee benefit plans nor receive any other
compensation beyond that stated below, (b) have the power or authority to
bind Pfizer or to assume or create any obligation or responsibility,
express or implied, on Pfizer's part or in Pfizer's name, except as
otherwise set forth in this Agreement, or (c) represent to any person or
entity that Bridgeline or nay employee of Bridgeline has such power or
authority.
15. INSURANCE: As an independent contractor, any personal injury or property
damage suffered by Bridgeline, its employees, directors and officers in the
course of carrying out any duties under this Agreement will be Bridgeline's
sole responsibility, except to the extent such personal injury or property
damage occurs on Pfizer's premises and is caused by Pfizer's negligence. No
workers' compensation insurance will be obtained by Pfizer concerning
Bridgeline. Bridgeline will comply with workers' compensation laws and will
provide a certificate of workers' compensation insurance, where applicable.
16. NOTICES: Any notices permitted or required pursuant to this Agreement will
be deemed effective if made in writing and sent, postage prepaid, return
receipt requested, or by overnight delivery as follows:
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IF TO PFIZER: Pfizer Global R&D Headquarters
00 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attn.: Executive Vice President, PGRD
with copy to: General Counsel, PGRD
IF TO BRIDGELINE: Bridgeline Software, Inc.
00 Xxxxx Xxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Executive Vice President & CFO
With a copy to: Bridgeline Counsel
17. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement between
Pfizer and Bridgeline as to its subject matter. None of the terms of this
Agreement will be amended except in a writing signed by both parties.
18. TERMINATION: Either party may terminate this Agreement with or without
cause by giving 60 days notice to the other in writing. If Pfizer
terminates this Agreement, Pfizer's only obligation will be to pay
Bridgeline for the Services performed up to the date of termination, at the
rates provided in the Work Plan.
19. BREACH: If either party breaches this Agreement, the other may terminate it
if the breaching party does not cure the breach within 30 days of written
notice of same. Termination will be without prejudice to any rights which
may have been accrued to either party before termination.
20. FORCE MAJEURE: Neither Pfizer nor Bridgeline will be liable for failure of
or delay in performing obligations set forth in this Agreement, and neither
will be deemed in breach of its obligations, if such failure or delay is
due to natural disasters or any causes reasonably beyond the control of
Pfizer or Bridgeline.
21. WARRANTY: Bridgeline warrants that the Services and any work product,
provided to Pfizer pursuant to this Agreement will conform to the overall
description, features, function and specifications set forth in the Work
Plan.
22. AUTHORITY AND COMPLIANCE: Bridgeline represents and warrants that it has
the right and authority to enter into and perform its obligations under
this Agreement. Both Pfizer and Bridgeline will perform all of its
obligations under this Agreement in accordance with all applicable
governmental laws, rules and regulations.
23. PUBLICITY: No press releases or other statements in connection with this
Agreement intended for use in the public or private media will be made by
Pfizer or Bridgeline without the prior written consent of the other party.
If either party is required by law or governmental regulation to describe
its relationship to the other, it will promptly give the other party notice
with a copy of any disclosure it proposes to make. In addition, Bridgeline
will not use Pfizer's name in connection with any products, services,
promotion, or advertising without Pfizer's prior written permission. In any
such statements, it will accurately describe the scope and nature of the
relationship and the work being conducted.
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24. CHOICE OF LAW: This Agreement will be construed in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
and delivered by their duly authorized representatives.
BRIDGELINE INC. PFIZER INC
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Title: CFO Sr. Vice President, PGRD
Date: 12/16/05 Date: 12/16/05
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