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Exhibit 10.22
Atlantic Data Services, Inc. -- Corillian
Alliance Agreement
This Agreement is made by and between Atlantic Data Services, Inc., a
Massachusetts corporation whose principal place of business is located at Xxx
Xxxxxxxxxxxx Xxxx, Xxxxxx, XX 00000 ("ADS") and Corillian Corporation, an Oregon
corporation, whose address is 0000 XX Xxxxxx Xxxx. Xxxxx 000, Xxxxxxxxx, Xxxxxx
00000 ("Corillian"). ADS and Corillian are collectively referred to as the
"Parties."
Atlantic Data Service (ADS) and Corillian agree to form an Alliance to offer
Internet banking solutions and other product/services to the financial services
industry. This document outlines the general principles of cooperation in
addressing the marketplace.
OBJECTIVES
Grow the ADS and Corillian businesses while allowing each firm to concentrate on
its core competencies.
ROLES
ADS will focus on:
- solutions delivery and integration into the financial services market
- bringing banking industry and e-commerce knowledge and expertise to close
joint business opportunities
- providing applications development enhancement and support (as required)
Corillian will focus on:
- continued development of internet banking solutions
- bringing e-commerce and application expertise to close joint business
opportunities
RELATIONSHIP
ADS and Corillian both share strength in managing relationships with customers.
In some cases Corillian will introduce ADS to an account, in other cases it will
be ADS introducing Corillian. Both parties will use judgement on an account by
account basis to determine if Corillian is the lead (contractually
subcontracting to ADS), or ADS is the lead (contractually subcontracting to
Corillian), or both parties contract with the customer. In any case, we
anticipate both parties will be visible in the account to develop and or
maintain a relationship with the customer. In the case that Corillian does
subcontract to ADS, Corillian will consult ADS prior to quoting implementation
costs to the customer for appropriate project sizing. Best efforts will be made
to bring each other into accounts as early as possible.
TERM
The term of this Alliance Agreement is indefinite and can be terminated by
either party through written notification to the Contacts below.
COMMITMENT
While this Alliance is non-exclusive, based on the investment (training and
focus) that both ADS and Corillian are making into the relationship, both
parties agree and anticipate actively searching out joint work in a preferential
manner. This is anticipated to include sales pipeline discussion, lead sharing,
joint sales calls, and marketing programs, among other methods.
PUBLICITY
Public release of information related to the Alliance or business conducted
under the Alliance will be coordinated and approved in advance between the
parties prior to release. In the first instance, this should be coordinated with
the Contacts below, or other individuals designated by the Contacts.
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NON-SOLICIT/NON-HIRE
In the interest of full and open cooperation, both parties agree to not solicit
nor hire each other's employees for employment opportunities during this
Alliance, and continuing for a period of six months following termination of the
Alliance.
CONFIDENTIALITY
By the nature of this Alliance, both parties will come in contact with
confidential and business-sensitive information and will safeguard this with
appropriate care. A separate Mutual Non-Disclosure Agreement signed 22 July 1998
contains additional details on confidentiality.
CONTACTS
Information related to this Alliance agreement should be directed to the
following individuals:
For ADS: For Corillian:
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X.X. Xxxxx Xxxx Xxxxxx
Senior Vice President, Corporate Development President
It is anticipated that this document will be updated as appropriate as the
Alliance business opportunity evolves.
IN WITNESS WHEREOF, the Parties have executed this Agreement the date first
written below.
Atlantic Data Services, Inc. Corillian Corporation
Signed /s/ XX Xxxxx Signed /s/ Xxxx Xxxxxx
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X.X. Xxxxx Xxxx Xxxxxx
Executive Vice President President
Business Development
Date: December 17, 1998 Date: January 7, 1999
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