GREENFIELD ONLINE, INC./Digital Idea, Inc. Agreement
This Agreement is effective as of the first day of December 1999 by and between
Greenfield Online, Inc. (Greenfield Online) having a place of business at:
Greenfield Online, Inc.
00 Xxxxx Xxxx
Xxxxxx, XX 00000
And Digital Idea, LLC. (Digital Idea), having a place of business at:
Digital Idea, LLC
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth therein, it is agreed as follows:
DEFINITIONS
Unless the contest requires otherwise, as used herein.
Services:
Services mean those items listed in "Agreement" to be services provided by
Greenfield Online to Digital Idea.
Confidential Information:
Confidential Information means any proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, customers, customer lists, panel data, marketing,
finances or other business information disclosed by either party (Greenfield
Online or Digital Idea) either directly or indirectly in writing, or orally.
Confidential Information shall also include any information that should
reasonably be understood by the receiving party to be confidential.
Confidentiality:
As per separate Confidential Non-disclosure Agreement and attached hereto and
made a part of this Agreement.
Non-Competition:
During the term of this Agreement and for a period of one year after its
expiration or termination, neither party will solicit/employ the employees of
the other party.
Digital Idea will exclusively purchase online panel based qualitative and
quantitative market research data from Greenfield online under the terms
detailed below and will not purchase such online data from a competitor of
Greenfield Online unless Greenfield Online is unable to satisfy
GREENFIELD ONLINE, INC./Digital Idea, Inc. Agreement
the requirements of the project. If Greenfield Online is offered a project
by Digital Idea which it rejects or is unable to perform, Digital Idea may offer
the project under the same terms and conditions to a Greenfield competitor. If
Digital Idea decides to alter or amend the terms of the previously rejected
project, it must offer it to Greenfield again before offering it to competitors.
Greenfield Online will retain the right to sell its panel data to competitors of
Digital Idea. Greenfield agrees that it will not, during the term of this
Agreement, enter into an "exclusive provide" agreement such as this Agreement
with an internet focused strategic consulting services company in the marketing
services category. A competitor of Digital Idea is defined as a company, entity,
or individual providing Internet focused strategic consulting services within
the marketing services category including but not exhaustive of the following:
Xxxxxx.xxx, Liminant, and Scient. A competitor of Greenfield Online is defined
as a company, entity, or individual providing Internet based research services
including but not exhaustive of the following: NPD, NFO Interactive, and Xxxxxx
Interactive.
Digital Idea
Service Description
Digital Idea provides marketing consulting services to guide companies'
decisions about building or optimizing an interactive product, presence or
strategy. The company's primary target market is marketing professionals and
senior business managers who have strategic issues and problems they need
guidance with related to the Internet or an interactive customer base.
The deliverable is strategic marketing advice/solutions, along with supporting
research when research is needed. Research tools/services may be utilized in any
combination deemed appropriate by Digital Idea, (subject to the restrictions
contained in this Agreement) in order to deliver an optimal, fact-based solution
to the client's issue or problem.
AGREEMENT:
Terms of Agreement
o Greenfield Online and Digital Idea agree to enter into a strategic alliance
that will enable Digital Idea to utilize Greenfield Online's internet-based
research services, for new and existing clients of Digital Idea. The
partnership will be based upon Greenfield Online's FieldSource model where
access to the Greenfield Online panel is provided to market research
companies at a reduced cost for the purposes of conducting their own
studies. Specifically, Digital Idea's online quantitative and qualitative
research needs will be satisfied through sample recruitment and online
survey implementation via the Greenfield Online panel.
o Digital Idea will hire and maintain its own in-house quantitative and
qualitative research expertise to oversee the design and implementation of
any/all online quantitative or qualitative research requirements.
o Any Digital Idea research executed utilizing Greenfield Online data will
explicitly reference Greenfield Online as the provider of the data
(reference language to be mutually agreed upon).
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XXXXXXXXXX ONLINE, INC./Digital Idea, Inc. Agreement
o Any/all Digital Idea research executed via Greenfield Online will be the
sole property of Digital Idea, and cannot be used in any way without the
prior approval of Digital Idea.
o Greenfield Online recruits and maintains a database for online marketing
research purposes, and solely owns the complete database. Digital Idea
shall not gain any right, title or interest in or to the database by virtue
of the execution or performance of this Agreement. No respondent
identifiable information will be disclosed to Digital Idea.
o This agreement shall be interpreted under the laws of the State of
Connecticut. Any dispute shall be settled by arbitration in Fairfield
County, Connecticut.
o This agreement cannot be amended except by written agreement of both
parties.
Responsibility of Parties
o The flow of business and service from and between Digital Idea and
Greenfield Online will be handled as follows:
-Digital Idea will offer Greenfield Online the right of first refusal to
supply any/all of its needs for internet-based quantitative and qualitative
research services.
-Greenfield Online will have the choice as to whether they elect to provide
such services to Digital Idea.
-If Greenfield Online elects to provide such services to Digital Idea, then
Digital Idea shall utilize the Greenfield Online panel at a cost equivalent
to a 15% reduction off of standard FieldSource costs for the first $2
Million in project cost, with an additional 5% reduction for every $1
Million in project cost up to and beyond $4 Million as follows:
$0 to $2M--15% off standard FieldSource pricing
$2M to $3M--20% off
$3M to $4M--25% off
$4M plus--
-If Greenfield Online elects not to provide such services to Digital Idea,
then Digital Idea can choose an alternative online data supplier.
o Digital Idea and Greenfield Online will:
-Secure each other's agreement and sign-off to any and all references to
each other's products, services and capabilities cited within sales
presentations and printed marketing materials, and appropriately reference
all trademarks and copyrights of each other.
-Identify the other as a Strategic Partner in all press releases and media
interviews relating to this alliance or any projects that may be jointly
developed in the future.
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XXXXXXXXXX ONLINE, INC./Digital Idea, Inc. Agreement
TERM OF CONTRACT AND TERMINATION
Term. The term of this agreement shall be two years beginning upon date of the
execution of the final agreement. This Agreement shall renew for successive two
year terms unless either party gives notice to the other of this intention not
to renew within 90 days of the expiration of the original term or any renewal
term.
Notice of Termination. Either party may terminate this Agreement during the
first two year term as a result of the other party's breach of the terms of this
Agreement if the breaching party shall have failed to cure such breach within 15
days of receipt of a written notice from the non-breaching party specifying the
nature of the breach. Either party may terminate this Agreement on 15 days
written notice if all or substantially all of the assets or a controlling
majority of the stock of the other party is sold to a competitor of the
canceling party. At the end of the initial two-year period either party may
notify the other of termination. Any such notice shall be deemed given upon
delivery if personally delivered, or forty-eight (48) hours after deposited i
the United States mail, postage prepaid, registered or certified mail, return
receipt requested.
Effect of Termination. Upon such termination, all rights and duties of the
parties toward each other shall cease except that each party shall be obliged to
pay, within sixty (60) days of the effective date of termination, all collected
amounts owing to the other party for unreimbursed expenses and unpaid services.
Notices. All notices required or permitted under this Agreement shall be in
writing, reference this Agreement and be deemed given: (a) when delivered
personally to an authorized representative of the receiving party; (b) when
delivered by e-mail where the sending party requests confirmation of receipt of
e-mail; one (1) day after deposit with a commercial overnight carrier for
overnight delivery, with written verification of receipt.
All communications will be sent to the following addresses:
Xxxx Xxxxxx
President & CEO
Greenfield Online, Inc.
00 Xxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000
xxxxxx@xxxxxxxxxxxxxxxxx.xxx
With a Copy to
Xxxxxxxx X. Xxxxxx, Esq.
Wake, See, Dimes & Bryniczka
00 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Xxxxxxx@xxxx.xxx
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XXXXXXXXXX ONLINE, INC./Digital Idea, Inc. Agreement
Xxxxx Xxxxxx
President
Digital Idea, LLC
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx XX 00000
000-000-0000
xxxxxxxx@xxxxxxxxxxx.xxx
Attorney Fees
Should any litigation or any other formal type of dispute resolution commence
between the parties hereto concerning this Agreement or the rights and duties in
relation thereto, the party presiding in such litigation or dispute resolution
shall be entitled. In addition to other relief as may be granted, to its
reasonable attorneys' fees and court costs for such litigation or dispute
resolution shall be entitled, in addition to other relief as may be granted, to
its reasonable attorneys' fees and court costs for such litigation or dispute
resolution.
Digital Idea and Greenfield Online agree to first attempt to settle any disputes
through the use of mediation and arbitration, and agree to submit to the rules
of the American Arbitration Association when and if arbitration is necessary.
IN WITNESS HEREOF, the parties have executed this Agreement as of the date set
forth under their names.
Greenfield Online, Inc. Digital Idea, Inc.
BY: /s/ BY: /s/
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Name: Leigh-Brindeland Xxxx Name: Xxxxx Xxxxxx
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Date: 12/2/99 Date: 11-29-99
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