Office Depot
Statement of Work
&
Network Access Agreement
XXXXXXXXXXX.XXX
XxxxxxxxXxx.xxx, Inc.
0000 X. Xxxxxxx Xxxxx, Xxxxx 0
Xxx Xxxxx, XX 00000
000-000-0000 Phone
000-000-0000 Fax
THIS AGREEMENT is entered into effective February 18, 2000 (hereinafter the
"Effective Date of this Agreement"), between XXXXXXXXXXX.XXX INC. (hereinafter
"PPRO"), with its offices at 0000 X. Xxxxxxx Xxxxx, Xxxxx 0, Xxx Xxxxx, XX
00000, and Office Depot, (hereinafter "Customer"). PPRO is the owner of a
computer-based information network (the "PPRO Network"). Information about
goods and services and a profile of each vendor will be accessible by Customer
using the PPRO Network pursuant to this Agreement.
TABLE OF CONTENTS
1.0 Business Objective
2.0 Executive Summary
3.0 Project Implementation
4.0 Financial Considerations
5.0 Term
6.0 Confidentiality
7.0 Warrenties
8.0 Assignability
9.0 Termination
10.0 Governing Law
11.0 Force Majeure
12.0 Abitration and Attorney's Fees
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1.0 BUSINESS OBJECTIVE
XxxxxxxxXxx.xxx has delivered a Virtual Private Marketplace (VPM) and
desktop purchasing solution that links Office Depot customers with its
existing and potential trading partners.
2.0 EXECUTIVE SUMMARY
XxxxxxxxXxx.xxx deploys an electronic commerce network over the Internet,
helping businesses both large and small manage their supply chain and
procurement activities. Our company supports an international business-to-
business network of buyers and vendors that use our software to source,
communicate and transact business. We create and maintain private e-
commerce marketplaces for business enterprises allowing them to manage both
the purchasing activities of their buyers and the contractual compliance of
their vendors. Links to vendor electronic catalogs allow up-to-the-minute
information. Secure bid management and retrieval allows the buyer to
easily and instantaneously request pricing from multiple vendors.
XxxxxxxxXxx.xxx will provide 100,000 user-id's and password coded
specifically for Office Depot business customers at the pre-negotiated
price of $10 each per month.
3.0 PROJECT IMPLEMENTATION
3.1 Phase I
Scope of Work
. Account setup. XxxxxxxxXxx.xxx will provide 100,000 user-id's and
passwords specifically coded with ODP for Office Depot.
. Provide Network Access and any upgrades to Office Depot.
. Provide on-going telephone customer support and help desk coverage.
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4.0 FINANCIAL CONSIDERATIONS
4.1 XxxxxxxxXxx.xxx Virtual Private Marketplace Fee Schedule
(Prices Valid Until February 29, 2000)
NATURE OF SERVICES PRICE
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User-ID and Password Fee
Includes 100,000 user-ids and passwords specifically $10 per month per user for 100,000 user IDs and
coded with ODP for Office Depot. passwords
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4.2 Terms of Payment
The User-ID and password Fee will be invoiced monthly in arrears and will
be due within thirty (30) days after the date of the invoice.
5.0 Term
This Agreement, unless terminated earlier by mutual agreement of the
parties, shall expire on February 18, 2001.
6.0 Confidentiality
The PPRO Network contains computer software which is valuable proprietary
information owned by PPRO and is treated as confidential (such software
being referred to hereafter as "PPRO Proprietary Information"). Customer is
granted a non-assignable, non-exclusive, fully revocable license to install
or make available the PPRO Proprietary Information on any computers
designated by the Customer and to use the PPRO Network and PPRO Proprietary
Information during the term of this Agreement solely for Customer's use in
its purchasing operations. Customer shall neither disclose, disseminate,
or otherwise give the PPRO Proprietary Information to any other person,
firm, or organization or any employee or agent of Customer who does not
need to obtain access thereto unless such information is, at the time of
such disclosure or dissemination, already part of the public domain or
known or available to Customer from a source other than PPRO. Under no
circumstances may Customer modify, decompile, or reverse assemble any
object code contained within the PPRO Proprietary Information. Nor may
Customer copy, otherwise duplicate or use any of the PPRO Proprietary
Information not already in Customer's possession as of the date of this
Agreement or which becomes known or available to Customer from a source
other than PPRO. Customer shall use reasonable efforts to ensure that all
persons afforded access to the PPRO Proprietary Information refrain from
any such unauthorized use, copying, or disclosure. Customer's obligations
respecting the confidentiality of the PPRO Propriety Information shall
survive termination of this Agreement and shall remain in effect for as
long as Customer continues to possess or control any copyrighted PPRO
Proprietary Information.
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7.0 Warranties
In recognition of the fact that the unauthorized disclosure, copying, or
use of the PPRO Proprietary Information could cause irreparable harm and
significant injury to PPRO, which may be difficult to measure with
certainty or to compensate through damages, Customer agrees that any court
in the State of Nevada may grant such injunctive or other equitable relief
as appropriate to enforce the provisions of this Agreement. PPRO warrants
and represents that it owns the rights in the PPRO network, including all
necessary software, and has the power and authority to perform this
Agreement. XXXX agrees to indemnify, defend and hold harmless Customer
against any loss, liability, claim, or damage that Customer may incur
should any third party successfully challenge PPRO's rights in the PPRO
Network or any related software.
8.0 Assignability
Customer may not assign or transfer this Agreement or any interest herein
(including, without limitation, rights and duties of performance) and this
Agreement may not be involuntarily assigned or assigned by operation of
law, without the prior written consent of PPRO, which consent may be
withheld by PPRO in the sole and absolute exercise of its discretion.
9.0 Termination
Customer may terminate this agreement upon notice to PPRO in the event that
Customer does not accept either the trial version, beta version or final
version of the VPM due to its failure to conform to the specifications and
requirements of this Agreement. If Customer terminates this Agreement
under these conditions, it shall be entitled to an immediate refund of all
fees paid to PPRO under this Agreement. Either party may terminate this
Agreement immediately upon written notice to the other party in the event
any material breach of a term of this Agreement by such other party that
remains uncured 30 days after notice of such breach (other than a breach of
a payment obligation) was received by such other party or, if the breach is
not reasonably capable of cure within 30 days, such longer period, not to
exceed 60 days, so long as the cure is commenced within the 30-day period
and thereafter is diligently prosecuted to completion as soon as possible
and in any event within 60 days.
10.0 Governing Law
This Agreement shall be governed by and construed in accordance with laws
of the State of Nevada. This Agreement constitutes the entire agreement
between the parties, and there are no understanding or agreements relative
hereto other than those that are expressed herein. No change, waiver, or
discharge hereof shall be valid unless in writing and executed by the
party against whom such change, waiver, or discharge is sought to be
enforced.
11.0 Force Majeure
Each party to this agreement shall be excused from any delay or failure in
its performance hereunder or under any Ancillary Agreement, other than for
payment of money, caused by any labor dispute, government requirement, act
of God, or any other cause beyond its control. Such party shall undertake
reasonable commercial efforts to cure any such failure or delay in
performance arising from a force majeure condition, and
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shall timely advise the other party of such efforts. If such delaying
cause shall continue for more than ten (10) days, the party injured by the
inability of the other to perform shall have the right upon ten (10) days
prior written notice to terminate the Agreement.
12.0 Arbitration and Attorneys' Fees
(a) Arbitration
In the event of a dispute between the parties arising under this Agreement
or an Ancillary Agreement, the parties shall submit to binding arbitration
in Las Vegas, Nevada, before a single arbitrator knowledgeable of e-
commerce under the Commercial Arbitration Rules of the American Arbitration
Association, except that temporary restraining orders or preliminary
injunctions, or their equivalent, may be obtained from any court of
competent jurisdiction. The decision of the arbitrator shall be final and
binding with respect to the dispute subject to the arbitration and shall be
enforceable in any court of competent jurisdiction. The arbitrator shall
not have the power to award any damages of the types excluded by this
Agreement, regardless of the nature of the claim.
(b) Attorneys' Fees
If any arbitration or litigation is commenced between or among parties to
this Agreement or any Ancillary Agreement or their personal representatives
concerning any provisions of this Agreement or any Ancillary Agreement, or
the rights and duties of any person in relation thereto, the court or
arbitrator, as the case may be, may award to the party or parties
prevailing in such arbitration or litigation, in addition to such other
relief as may be granted, a reasonable sum for their attorneys' fees.
In witness whereof, the parties have executed this Agreement as of the Effective
Date of this Agreement above.
XxxxxxxxXxx.xxx, Inc. Office Depot
By: __________________ Date: _____ By: __________________ Date: _____
Title: ___________________________ Title: ___________________________
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