1
EXHIBIT 10.15
Agreement Number
382183-9501
----------------
Effective Date
2/6/97
----------------
UNISYS MARKETING ASSOCIATE SOLUTION ALLIANCE AGREEMENT
THIS AGREEMENT is between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Township Line and ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Unisys") and:
MARKETING ASSOCIATES (MA)
--------------------------------------------------------------------------------
Name
HomeCom Communications
--------------------------------------------------------------------------------
Address
▇▇▇▇. ▇▇, ▇▇▇. ▇▇▇ -- ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------------------------------------------
City/State/Zip code
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
Attention Telephone number Fax number
▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
Territory
--------------------------------------------------------------------------------
MA ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING THE
NEXT THREE PAGES AND ALL ATTACHED EXHIBITS, AND THAT IT IS NOT ENTERING INTO
THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH
HEREIN.
AGREED AND ACCEPTED MA
Unysis Corporation HomeCom Communications
(MA company name)
/s/ ▇.▇. ▇▇▇▇▇▇▇ February 6, 1997 /s/ ▇▇▇▇ ▇▇▇▇ November 19, 1996
------------------------------------ -------------------------------------
(Signature) (Date) (Signature) (Date)
/s/ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
------------------------------------ -------------------------------------
(Printed/typed name) (Printed/typed name)
Director CMD Contracts Executive Vice President
------------------------------------ -------------------------------------
(Title) (Title)
1 of 11
2
1. BACKGROUND
1.1 MA (a) has developed and is the owner of, or otherwisehas the right to
market, products which will run on/with certain computer equipment, and/or (b)
can provide services to users of certain types of computer equipment. MA is
interested in marketing its computer products and/or services to current or
prospective users of Unisys and multivendor computer equipment, subject to
the terms and conditions of this Agreement Unisys is willing to market its
computer equipment in conjunction with MA computer products and/or provide
marketing support far MA's products and/or services subject to the terms and
conditions of this Agreement.
2. DEFINITIONS
2.1 "PRODUCT" means the MA equipment and the MA computer software programs which
operate with the Computer System(s) listed in Exhibit A of this Agreement. The
Products consists of all items listed on Exhibit B of this Agreement and
includes all Corrections, Improvements, and Enhancements, Updates and Upgrades
made by or for MA.
2.2 "SERVICES" means the MA services offered by MA to users of the Computer
System(s) listed in Exhibit A of this Agreement. The Services include all the
services listed on Exhibit B of this Agreement
2.3 "DOCUMENTATION" means all materials (and all revisions) relating to the
Product and Services including as applicable, but not limited to, brochures,
specifications, operating instructions, input information, instructional and
other documentation, including guides and manuals.
2.4 "CORRECTIONS" means changes to the Product to make it conform to the
then-current Documentation.
2.5 "IMPROVEMENTS" means additions or changes to the Product intended to improve
performance.
2.6 "ENHANCEMENTS" means new functions or features for the Product which provide
a new capability.
2.7 "UPDATES" means subsequent releases for the Product which incorporate
accumulated Corrections, Improvements and Enhancements together with revised
Documentation for the Update.
2.8 "UPGRADES" means changes to the Product which enable the Product to operate
with changes to the Computer Systems and software furnished with such Systems.
2.9 "COMPUTER SYSTEM" means the Unisys and multivendor equipment series listed
on Exhibit A. Multivendor means equipment series not manufactured by Unisys.
2.10 "QUALIFIED PROSPECT" means the prospective end user of the Products or
Services who is qualified by Unisys and given this designated status according
to this Agreement.
2.11 "END-USER" means the buyer/licensee of the Product and/or Service that
contracts directly with MA for the Products and Services for which Unisys is
entitled to a fee.
3. OBLIGATIONS OF MA
3.1 MA will market the Products for use with the Computer Systems and will sell,
or grant licenses for use of, the Products, Documentation and Services directly
to End-Users.
3.2 MA will provide Unisys with (a) marketing brochures published by MA
describing the Products and Services and (b) an accurate description of the
Products including, but not limited to, the functional specifications and
performance characteristics suitable for submission by Unisys to potential End-
Users. The description of the Products and services will be updated by MA as
frequently as required to maintain accuracy.
3.3 MA also will provide to Unisys: (a) guidelines for qualifications of
potential End-Users; (b) a detailed description and definition of the minimum
Computer System configuration required to use the Product and Service with each
Computer System and guidelines for configuring the Unisys Computer System used
in conjunction with the Product and Service; (c) if available, an analysis and
comparison of the Product and Service to functionally similar computer products
and services offered by MA's competitors; (d) a reasonable quantity of MA sales
brochures for the products and Services; and (e) if available, benchmark test
results for Products as used with Unisys Computer Systems.
3.4 MA will develop a worksheet to assist Unisys in qualifying prospective
End-Users. This worksheet will be based on the guidelines furnished to Unisys by
MA under 3.3(a) above.
3.5 MA will accept worksheets from Unisys and designate the prospect profiled on
the worksheet as
2 of 11
3
Qualified Prospect unless MA is already working with the prospect without any
involvement of Unisys. MA will sign the worksheet and return it, along with a
letter that either accepts or rejects the prospect as a Qualified Prospect, to
the Unisys designated point of contact. If Qualified Prospect status is
withheld, MA shall provide a written explanation for its determination. If a
worksheet is not signed by MA and returned to Unisys within 30 days of its
submission to MA, the prospect profiled on the worksheet will be deemed a
Qualified Prospect.
3.6 MA will offer each End-User a support and maintenance agreement in the form
attached as Exhibit C of this Agreement (or MA's subsequent standard support and
maintenance agreement generally offered by MA to its buyers/licensees) and in
accordance with the terms and conditions of the agreement(s) between MA and
End-User, provide the support services listed in Exhibit D of this Agreement.
3.7 MA will deliver Corrections, Improvements, Enhancements, Updates and
Upgrades, as applicable, for the Products sold/licensed to End-Users in
accordance with the terms of the MA's sale/license agreement and/or support and
maintenance agreement between MA and an End-User; provided, however, delivery of
Corrections, Improvements and Enhancements to End-Users of Unisys Computer
Systems will be made no later than the delivery of equivalent Corrections,
Improvement and Enhancements to users of MA Products on multivendor Computer
Systems.
3.8 At the end of each month, MA will give Unisys a written activity report in a
format prescribed by Unisys to identity the Qualified Prospects for the Products
and Services and the Products and Services billed to each End-User.
3.9 If the Territory, identified on the face of this Agreement, includes Canada,
MA agrees and is obligated to obtain all legal consents, permits, licenses and
governmental approvals required in order for MA to do business in Canada.
4. OBLIGATIONS OF UNISYS
4.1 Unisys will market Unisys Computer Systems in conjunction with the Products
and/or will provide marketing support to MA in conjunction with the offering of
Products and Services to users and prospective users of Unisys Computer Systems,
where such users are also multivendor users.
4.2 Unisys will distribute to its appropriate Sales representatives the sales
literature provided by MA as well as the information provided by MA under 3.2
and 3.3.
4.3 Subject to availability and advance scheduling by MA:
(a) Unisys will use reasonable efforts to make available for use by MA for
demonstration purposes any Unisys Computer System installed in Unisys offices in
the Territory identified on the cover page of this Agreement;
(b) Unisys will include the Products in appropriate demonstrations and benchmark
tests otherwise being conducted by Unisys for potential End-Users;
(c) Unisys will provide pre-sales technical assistance to MA for the sole
purpose of defining the capabilities of the Unisys Computer System;
(d) Unisys will register End-Users for education courses at Unisys Education
Centers. Such End-Users will pay the then-current Unisys charges for the
selected education courses;
(e) Unisys sales representatives may invite MA to participate with Unisys in
relevant conventions, trade shows and seminars; and
(f) Unisys will provide MA with use of a Unisys facility form MA training of
Unisys sales representatives on industry concepts and Sales techniques relating
to the Products and Services.
4.4 Unisys will complete the worksheet provided to Unisys according to Section
3.4 to qualify prospective buyers/licensees of the Products and Services. Unisys
will submit the worksheet to MA for each prospect that Unisys wants designated
as a Qualified Prospect.
3 of 11
4
5. ACCESS TO SOURCE CODE FOR SOFTWARE PRODUCTS
5.1 MA will either: (a) offer each End-User a license for the source code for
its software Products under terms, conditions and charges as specified in a
license agreement between MA and the End-User; or (b) offer each End-User an
escrow agreement under which the End-User may have access to source code for its
software products for maintenance purposes only in the event MA is no longer
able to provide support and maintenance of its software Product in accordance
with the support and maintenance agreement between MA and the End-User. MA will
update and deliver updated software source code to the escrow agent as
frequently as necessary so that the software source code in the custody of the
escrow agent will be the then-current version reflecting all Corrections,
changes, modifications, Enhancements, Improvements, Updates and Upgrades
(including any modifications made for specific End-User). All deliveries of
software source code will be accompanied by related Documentation. A breach of
MA of its obligations under the Escrow Agreement will be deemed a breach of this
Agreement.
5.2 If MA is in default (i.e., unable to perform its obligations) under the
terms of its license agreement or software support and maintenance agreement
with an End-User and software source code has not been provided or delivered to
the escrow agent as provided in Section 5.1 above, MA will, upon written request
from an End-User, deliver copies of the latest updated version of the software
source code to Unisys and such End-User. The copies of source code delivered by
MA pursuant to this Section 5.2 will be the then-current version of the software
reflecting all Corrections, charges, modifications, Enhancements, Improvements,
Updates and Upgrades (including any modifications made for the applicable
End-User) and will be accompanied by related Documentation. The source code and
Documentation together are called "Source Code Materials." MA hereby grants to
Unisys and any End-User obtaining (or entitled to obtain) access to the Source
Code Materials pursuant to this Section 5.2, a royalty-free, nonexclusive
license to use, correct, modify, enhance, improve and update the Source Code
Materials (or have the source code Materials corrected, modified, enhanced,
improved and updated) solely for the purpose of maintaining the software for any
such End-User's use of the software as licensed by MA.
6. DEVELOPMENT/DEMONSTRATION UNISYS COMPUTER SYSTEM
6.1 MA may lease (if available for leasing) or purchase from Unisys one
equipment configuration of each Unisys Computer System listed in Exhibit A at
Unisys then-current published commercial list price (U.S.) less the then-current
MA development/demonstration discount offered by Unisys. MA may also license
software from Unisys at the then-current published commercial list charges
(U.S.) less the then-current MA development/demonstration discount offered by
Unisys. Any such lease, purchase, license and maintenance service shall be
subject to execution of a separate Unisys Consolidated Agreement.
6.2 The Unisys development/demonstration equipment acquired by the MA will not
be leased or resold by the MA for a period of one year (or other applicable
period of time specified in then-current Unisys Marketing Associate policy) from
the date of MA payment for such equipment.
7. FEES
7.1 Unisys will earn a fee of 25% of the net price charged to each End-User for
each Product item and Service delivered to an End-User during the term of this
Agreement and within 6 months after any termination or cancellation of this
Agreement. A fee of 12 1/2% will be charged for services provided by MA.
7.2 MA's current published list prices are set forth in Exhibit E. MA will
notify Unisys in writing at least 30 days prior to the effective date of any
change in MA's published list prices.
7.3 MA will pay the fee to Unisys within 30 days after the End-User is billed
for the Product and Service. Unisys may impose a late payment charge equal to
the lessor of (1) 1-1/2% per month or (2) the maximum rate allowed by now.
7.4 MA will keep its business records according to generally accepted accounting
principles. MA will permit Unisys to examine the records related to this
Agreement during regular business hours at MA's address on the cover page of
this Agreement upon at least 10 days written notice from Unisys.
8. MA WARRANTIES
8.1 MA warrants and represents that it (a) owns all right, title and interest
in, or by license or otherwise has the right to market, the Products and Service
and (b) knows of no claim of infringement of a patent, copyright or other
proprietary right or of improper use or
4 of 11
5
misappropriation of a third party trade secret by the Products or Services.
8.2 MA warrants that the Products and Services will substantially conform to the
description of the Products and Services delivered to Unisys in accordance with
3.2 above.
8.3 MA warrants and represents that it has the right, without the consent of any
third parry, to sell/license the Products and Services to End-Users and to
otherwise perform its obligations under this Agreement.
8.4 MA warrants and represents that it has and will retain a sufficient number
of technically qualified employees to fulfill its contractual obligations to its
End-Users to support and maintain the Products.
9. USE OF TRADEMARKS
Neither Party is authorized to use the trade name of any trademark of the other
or to refer to the other party's products or services in any advertisement,
brochure, news release or any document intended for delivery to a third Party
without the prior written approval of an officer of the other party.
10. PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION
10.1 Unisys, at its own expense, will defend and indemnify MA and End-Users
against claims that Unisys products furnished to End-Users pursuant to this
Agreement infringe a United States patent or copyright or are subject to claims
of misappropriation of trade secrets protected under United States law, provided
MA (a) gives Unisys prompt written notice of such claims pursuant to Section
16.9, (b) permits Unisys to defend or settle the claims, and (c) provides all
reasonable assistance to Unisys in defending a settling the claims. Unisys will
not defend a indemnity MA a End-Users if any claim of infringement or
misappropriation results from (a) design or alteration of any Unisys product by
End-Users a MA or (b) use of any Unisys product in combination with any non
Unisys product. This Section 10.1 states the entire liability of Unisys and MA's
sole and exclusive remedy for patent or copyright infringement a trade secret
misappropriation with respect to Unisys products.
10.2 MA, at its own expense, will defend and indemnify Unisys and End-Users
against claims that any Products or Services or any part thereof furnished
pursuant to this Agreement infringes a United States patent a copyright a is
subject to claims of misappropriation of trade secrets protected under United
States law, provided Unisys (a) gives MA prompt written notice of such claims
pursuant to Section 16.9, (b) permits MA to defend a settle the claims, and (c)
provides all reasonable assistance to MA in defending a settling the claims.
Unisys may be represented by counsel of its own choice at its own expense. MA
will not defend a indemnify Unisys a End-User if any claim of infringement a
misappropriation results from (a) design or alteration of any Product a Service
by Unisys a End-Users a (b) use of any Product in combination with any non-MA
product. This Section 10.2 states the entire liability of MA and Unisys sole and
exclusive remedy for patent or copyright infringement a trade secret
misappropriation with respect to the Products and Services.
11. PROTECTION OF INFORMATION
11.1 Neither party shall have any obligation to keep information disclosed by
the other confidential unless the information disclosed is in tangible form and
clearly marked "proprietary", "confidential", "restricted" a with a similar
notice. Each party will exercise the same degree of care to avoid disclosure of
such proprietary/confidential/restricted information of the other as it affords
to its own similar information, but in no event less than a reasonable degree of
care.
11.2 Information which is marked "proprietary" "confidential," "restricted" or a
with a similar notice will be used by the receiving party only as necessary for
the purposes of this Agreement and will be maintained in confidence, during and
after the term of this Agreement, unless the receiving party can prove that such
information: (a) is publicly available other than through a breach of this
Agreement, (b) has been rightfully obtained from a third party with no
obligation of confidentiality, (c) is known or developed independently of the
disclosure by the disclosing part, (d) was already known prior to disclosure by
the disclosing party or (e) was disclosed to a third party by the disclosing
party without imposing an obligation of confidentiality.
12. ARBITRATION
12.1 Subject to Sections 12.2 through 12.5 below, any controversy or claim
arising out of or relating to this Agreement or the breach thereof will be
settled by arbitration before three arbitrators in accordance with the Rules of
the American Arbitration Association ("AAA") then in effect, and judgment upon
the award rendered by the arbitrators may be entered in any
5 of 11
6
court having jurisdiction. Any such arbitration will be conducted in the city
nearest MA's main U.S. office having an AAA regional office. The arbitrators
will be selected from a panel of persons having experience with and knowledge of
electronic computers and the computer business, and at least one of the
arbitrators selected will be an attorney.
12.2 The arbitrators will have no authority to award punitive damages nor any
other damages not measured by the prevailing party's actual damages, and may
not, in any event, make any ruling, finding a award that does not conform to the
terms and conditions of this Agreement.
12.3 Either party, before or during any arbitration, may apply to a court having
jurisdiction for a temporary restraining order a preliminary injunction where
such relief is necessary to protect its interests pending completion of the
arbitration proceedings.
12.4 Neither party nor the arbitrators may disclose the existence or results of
any arbitration hereunder without the prior written consent of both parties.
12.5 Prior to initiation of arbitration or any other form of legal a equitable
proceeding, the aggrieved party will give the other party at least 30 days prior
written notice in accordance with Section 16.9 describing the claim and amount
as to which it intends to initiate action.
13. TERM, TERMINATION AND CANCELLATION
13.1 This Agreement will begin on the Effective Date specified on the cover page
of this Agreement and continue in effect for a period of 12 months (Initial
Period) and thereafter until terminated according to its terms.
13.2 Unisys a MA may terminate this Agreement without cause as of the end of the
Initial Period or any time thereafter upon at least sixty (60) days prior
written notice.
13.3 Except as provided in Section 13.4 below, if either party breaches this
Agreement, the other may cancel it upon thirty (30) days written notice, unless
the breach is cured within the notice period.
13.4 Unisys may terminate this Agreement at any time upon written notice,
without providing MA with an opportunity to cure, if (a) there is a change in
control or ownership of (MA or of its parent or any affiliated companies) or if
all or substantially all of the assets of MA are sold; (b) a receiver is
appointed for MA or its property; (c) MA becomes insolvent or unable to pay its
debts as they mature or ceases to pay its debts as they mature in the ordinary
course of business or makes an assignment for the benefit of its creditors; or
(d) MA is liquidated a dissolved.
13.5 Proposals for Products and Services that are submitted to End-Users by the
effective date of any termination or cancellation of this Agreement and accepted
by such End-Users within sixty (60) days thereafter will be subject to the terms
and conditions of this Agreement.
13.6 No damages (whether direct, consequential, special or incidental and
including expenditures and loss of profit), indemnities a other compensation
will be due or payable to MA by reason of a permissible termination or
cancellation of this Agreement.
14. DISCLAIMER
Except as expressly stated in this Agreement, neither party has made or relied
on any warranties or representations (express or implied, by operation of law or
otherwise) regarding the scope, duration or success or any marketing effort
which Unisys or MA or both may undertake.
15. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF
GOODWILL OR OTHER DIMINUTION IN THE VALUE OF THE OTHER'S BUSINESS, REVENUES,
PROFITS OR SAVINGS, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES.
16. OTHER PROVISIONS
16.1 THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL LAW OF THE COMMONWEALTH OF
PENNSYLVANIA.
16.2 The relationship of Unisys and MA under this Agreement is that of
independent contractors only, and neither is authorized to act as the agent or
legal representative of the other. No provision of this Agreement or any act by
either party in furtherance of
6 of 11
7
the intent of this Agreement will create a pint venture relationship between the
parties for any purpose whatsoever.
16.3 Unisys may delete any Unisys Computer System from Exhibit A at any time
upon at least sixty (60) days prior written notice to MA.
16.4 Unisys will not be liable to MA for late delivery of any Computer System.
MA will not be liable to Unisys for late delivery of the Products and Services.
16.5 Any failure or delay by either party in exercising any night or remedy will
not constitute a waiver. The waiver of any one default will not waive subsequent
defaults of the same or different kind.
16.6 Neither party will be liable for any failure to fulfill its obligations
when due to causes beyond its reasonable control including, without limitation,
the bankruptcy of any supplier or commercial impracticability.
16.7 This Agreement or any performance due under it may not be assigned by
either party. Any purported assignment will be void and of no effect.
16.8 No legal proceeding, regardless of form, redated to or arising out of this
Agreement may be brought by either party more than two years after the cause of
action has accrued.
16.9 All notices required by this Agreement to be given to MA will be sent to
its address on the cover page of this Agreement.
All notices required by Sections 10 and 12 will be sent by certified or
registered mail and, when given to Unisys, will be addressed to:
Office of the General Counsel
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Township Line and Union Meeting Roads
Blue ▇▇▇▇, PA 19422
All other notices to Unisys will be sent to:
Vice President, Channel Marketing
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Township Line and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
All notices required by Sections 10 and 12 will be sent by certified or
registered mail.
16.10 Each provision of this Agreement is severable and, if one or more
provisions are declared invalid, the remaining provisions of the Agreement
will remain in full force and effect.
16.11 The rights and obligations of Unisys and MA under Sections 3.4, 3.5, 5, 8,
10, 11, 12, 14, 15, and 16 will survive any termination or cancellation of this
Agreement.
16.12 All Exhibits referenced in this Agreement are part of it. With respect to
its subject matter, this Agreement constitutes the entire agreement of the
parties and supersedes all prior proposals and agreements, both written and vat,
and all other written and oral communications between the parties, except that
provisions of prior agreements between the parties which survive, termination,
cancellation or expiration of such agreements will not be superseded by this
Agreement' unless specifically agreed to by the parties in writing.
16.13 This Agreement may be modified only by a writing signed by a duly
authorized representative of each party. The duly authorized representatives of
Unisys are individuals with the title of Vice President or Contracts Manager.
7 of 11
8
UNISYS Marketing Associate Solution Alliance Agreement
Exhibit A - Computer Systems
Unisys Computer Systems
================================================================================
CHECK APPLICABLE SYSTEMS: OTHER (SPECIFY):
SMP Systems
[X] A Series Systems
--------------------------------------------
[X] 2200 Series Systems
--------------------------------------------
[X] UNIX Systems
--------------------------------------------
[X] PC Systems
--------------------------------------------
[ ] CTOS Systems
--------------------------------------------
[ ] DP Series
--------------------------------------------
--------------------------------------------------------------------------------
MULTIVENDOR COMPUTER SYSTEMS
================================================================================
Specify Vendor and System Type:
================================================================================
8 of 11
9
UNISYS Marketing Associate Solution Alliance Agreement
Exhibit B - MA Products and Services
MA SOFTWARE PRODUCTS
================================================================================
Software name Virtual Banking Brief description
NETVEST - Any Website can offer its customers the
capacity to buy and sell stocks.
RIGHTQUOTE - Any Website can compare several insurance
policies and provide a calculated and
comparative quote.
Mortgage Service Insurance - Any Website can offer order processing
capabilities for purchasing and tracking
insurance services.
--------------------------
Conference - Browsers software that emulates popular
groupware functions of LOTUS NOTES. All
knowledge is searchable.
Store - WebServer software that allows for
non-programmers to self-manage a cyberstore
including cybercase for accepting credit
card payment and real time shipping charges.
Q&A - Website software for computer based training
(CBT) that requires no technical
administration.
Newletter - Webserver software for template based
publishing on the Internet/Intranet.
--------------------------------------------------------------------------------
MA EQUIPMENT PRODUCTS
--------------------------------------------------------------------------------
Name Brief description
--------------------------------------------------------------------------------
MA Services
================================================================================
Service type Brief description
Custom Application Development - Creating and customizing the above products
using HTML, CH, SQL, DLL's, JAVA or ACTIVE
X.
Creative and Concept Service - Concept and creative development of an
application as Website (done before any
programming).
Security Services - Analysis, Assessments, Firewall and
Authentication integration services as
stand-alone service or part of a larger
project with above services.
Consultative Services - to establish a proposal per above services.
================================================================================
9 of 11
10
UNYSIS Marketing Associate Solution Alliance Agreement
Exhibit C - MA Agreements
MA SUPPORT AND MAINTENANCE AGREEMENT
================================================================================
(Attach a copy of standard agreement generally offered by MA to its
buyers/licensees)
-------------------------------------------------------------------------------
Exhibit D - MA Support Services
MA SUPPORT SERVICES FOR PRODUCTS
================================================================================
MA will, at a minimum:
(a) provide End-User training for the Products including, if required for
software Products, instructions regarding the use of the Products with Unisys
Compute Systems, the methods of input, the logic of the software Products and
the output generated.
(b) provide technical services by maintaining a support group to provide direct
support of an End-User to assist in the understanding of the use of the
Products.
(c) provide a diagnostic service to ascertain the nature of the problems an
End-User may be experiencing with software Products. This may be accomplished by
the use of telephone "Hotline."
(d) provide centralized training facilities for End-User, if appropriate. MA may
separately contract to use Unisys facilities, if available.
(e) deliver, install, support and update the software Products on a continuing
basis, it being understood that such support will include, at a minimum, if
available, programming required by changes in laws of the various states where
End-Users are located and keeping the software compatible with Unisys
then-current system software for Unisys Computer Systems.
(f) correct all errors, malfunctions or defects in the Products.
(g) provide End-Users with all appropriate documentation and updates for the
Products, which documentation shall include operating instructions, End-User
manuals and other Documentation.
================================================================================
10 of 11
11
UNISYS Marketing Associate Solution Alliance Agreement
Exhibit E - MA Current Published Prices
MA CURRENT PUBLISHED PRICES FOR SOFTWARE PRODUCTS
================================================================================
Software name Virtual Banking List price
NETVEST $100,000 to start plus
customization. Customization
can push pricing to many times
more
RIGHTQUOTE $5,000/month if hosted at our
facility surcharges apply
MORTGAGE INSURANCE SERVICE
================================================================================
Conference $35,000 includes a reasonable
amount of customization
however frequently more is done
Store
Q&A
Newsletter $1995/month if hosted at our
facility - surcharges apply
--------------------------------------------------------------------------------
MA CURRENT PUBLISHED PRICES FOR EQUIPMENT PRODUCTS
================================================================================
Name List price
--------------------------------------------------------------------------------
MA CURRENT PUBLISHED PRICES FOR SERVICES
================================================================================
Name List price
Custom Application Development Case basis, typically no
less than $30,000,
generally in six figure
range
Creative & Concept Development
Security Services - Case basis, typically no
less than $30,000,
generally in six figure
range
Consultive Services - $5,000 a day with
expenses
================================================================================
11 of 11
