Exhibit 10.55
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been
omitted pursuant to a request for confidential treatment and, where applicable,
have been marked with an asterisk (****) to denote where omissions have been
made. Note that five pages of this exhibit contain omitted material pursuant to
this request. The confidential material has been filed separately with the
Securities and Exchange Commission.
AMENDED AND RESTATED MARKETING PARTNERSHIP AGREEMENT
This Amended and Restated Marketing Partnership Agreement ("Agreement") is
made and entered into this 11th day of May, 2005, by and between OTX
Corporation, a Delaware corporation ("OTX"), having its principal place of
business at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Zing Wireless, Inc., a
California corporation ("GoZing"), having its principal place of business at
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Greenfield Online, Inc., a
Delaware corporation ("Greenfield"), having its principal place of business at
▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. This Agreement replaces and supersedes in its
entirety the Marketing Partnership Agreement dated as of February, 2001 (which
was subsequently amended on August 21, 2001 and further amended and restated on
May 1, 2004) by and between OTX and GoZing, with reference to the following
facts:
A. GoZing is in the business of providing marketing research
companies with online survey respondents and has created its own
permission-based community of opt-in members.
B. OTX is in the business of conducting market research through
interactive online surveys and other means.
C. GoZing was acquired by, and became a wholly owned subsidiary of,
Greenfield Online, Inc. on February 8, 2005.
D. The parties have mutually agreed to modify the existing
agreement(s) between them. Any prior agreements between GoZing and OTX will be
terminated upon the written execution of this Agreement.
▇. ▇▇▇▇▇▇▇▇▇▇ and OTX desire to enter into an agreement pursuant to
which OTX will conduct market research using Greenfield Online Members.
NOW, THEREFORE, the parties hereby agree as follows:
1. Certain Definitions.
Each of the terms defined in this Section 1 shall have the following
respective meanings:
"Completed Survey," means each OTX Survey successfully submitted by
a Greenfield Member, who was sent by Greenfield either via an email
invitation or
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through the member's lounge or open area, and received by OTX, which
is completed to the reasonable satisfaction of OTX (i.e.,
sufficiently to permit OTX to verify the data consistent with its
normal business practices).
"Effective Date" means the date on which all of the parties sign
this Agreement.
"Greenfield Affiliate Member" means an individual who opts in to
take a survey but was not a Greenfield Member prior to the launch of
such survey.
"Greenfield Member" means an individual who has opted-in to be a
survey panelist through a survey-related web site that is hosted and
maintained by Greenfield, or any of its U.S. based subsidiaries.
"Interactive Market Research" means online communication for the
purpose of conducting research from OTX to Greenfield Members
whereby such online communication session was initiated by some
invitation by email or otherwise from Greenfield to such Greenfield
Member.
"OTX Survey" means online questionnaires designed to elicit market
research data about a product/service through Interactive Market
Research.
"Survey Fee" means a monetary payment to Greenfield for each
Completed Survey.
2. Greenfield Services and Related Obligations of OTX.
2.1 During the Term, OTX shall be entitled to utilize Greenfield Members
in order to conduct OTX Surveys in order to collect market research
data for its clients.
2.1.1 OTX agrees and understands that Greenfield, in its sole
discretion, retains the exclusive right to market OTX Surveys
to Greenfield Members by email unless such Greenfield Member
contacts OTX from another panel source, web source or other
method unrelated to Greenfield. Greenfield is the sole owner
of specific demographic data collected on Greenfield Members
via its own web sites or its own marketing efforts. OTX is the
sole owner (or owner on behalf of its clients) of any and all
aggregated (non-personally-identifiable) demographic data
relating to Greenfield Members collected via the OTX Survey
site in accordance with this Agreement.
2.2 OTX represents, warrants and covenants to Greenfield that, during
the Term:
2.2.1 OTX agrees to pay Greenfield a Survey Fee according to Exhibit
A, attached hereto and incorporated herein as part of this
Agreement, for
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each Completed Survey. Such Survey Fees are subject to
adjustment as set forth in Section 4.1.
2.2.2 OTX is a corporation validly existing under the laws of the
state of Delaware. OTX owns all of the right, title and
interest in and to the OTX surveys and has the right to
display to Greenfield Members the content thereof. OTX has all
necessary licenses, authorizations, registrations and
approvals and the power and authority to enter into this
Agreement and to perform its obligations set forth herein.
Neither the execution nor delivery of this Agreement by OTX
nor the performance by OTX of its obligations set forth herein
will constitute a material breach by OTX of any other material
agreement to which it is a party.
2.3 Omitted.
2.4 Greenfield represents, warrants and covenants to OTX that, during
the Term:
2.4.1 Greenfield agrees to present the OTX Survey opportunities to
Greenfield Members, when possible, in order to generate market
research data for OTX's purposes.
2.4.2 Greenfield will clearly indicate in writing (or email) in
advance for any OTX survey where it is sending to the OTX
survey Greenfield Affiliate Members. Pricing for Completed
Surveys for Greenfield Affiliate Members may be different than
for Greenfield Members and the parties will agree to such in
advance of any survey where Greenfield Affiliate Members are
to be used.
2.4.3 Greenfield will use commercially reasonable efforts to not
share any information (for example, but not limited to: the
existence of projects, timing, client names, client volumes,
project names, pricing, methodology, survey content, survey
technology or any other similar information) that is acquired
in the process of providing Greenfield Members to OTX for OTX
Surveys to any person, entity, third party, employee, or
contractor involved in Greenfield operations that, to
Greenfield's knowledge, directly compete with OTX.
2.4.4 Omitted.
2.4.5 Greenfield is a corporation duly organized and validly
existing under the laws of the state of Delaware. Greenfield
owns all of the right, title and interest in and to its web
sites, and has the right to offer the OTX surveys, at its sole
discretion, to its opt-in community of Greenfield Members and
Greenfield Affiliate Members. Greenfield has all necessary
licenses, authorizations, registrations and approvals and the
power and authority to enter into this Agreement and to
perform its obligations set forth herein. Neither the
execution nor delivery of this Agreement by Greenfield nor the
performance by Greenfield of its obligations set forth herein
will constitute
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a material breach by Greenfield of any other material
agreement to which it is a party.
2.4.6 Greenfield will service the OTX account from its West Coast
operations in Los Angeles comprised primarily of personnel
that were former GoZing employees to the extent reasonably
practicable.
2.4.7 OTX will receive service at a level that is consistent with
the level historically provided by GoZing. There will be no
project minimums or individual work orders.
2.4.8 Greenfield will use reasonable commercial efforts to provide
sufficient volumes of Greenfield Members to meet individual
survey commitments (as evidenced in fax, written, email or
other web application communication) that its team makes to
OTX on specific survey projects where such commitments are
made. It is expressly agreed that surveys have a targeted end
date and that such date is important to meeting end clients'
objectives.
2.5 OTX hereby grants to Greenfield the non-exclusive, non-transferable
right to use (i.e. to copy, transmit, distribute and display) during
the Term the OTX logos in the manner described in this Agreement.
All of such use of the OTX logos shall inure to the benefit of OTX
and shall not create any rights, title or interest in the OTX logos
for Greenfield or any other party. Greenfield agrees that as between
OTX and Greenfield, OTX owns and continues to own exclusively, all
right, title and interest in and to the OTX logos and the other OTX
trade names and trademarks in perpetuity. Upon OTX's request,
Greenfield shall execute and deliver to OTX such documents,
instruments and agreements as OTX may reasonably request in order to
evidence or preserve OTX's exclusive rights in and to all OTX logos
and the other OTX trade names and trademarks in perpetuity.
2.6 Greenfield will create and host a web landing page which Greenfield
Members will be linked to upon completing an OTX survey in order to
register for rewards through Greenfield.
2.7 Greenfield will be allowed to display live survey opportunities on
its web sites to panelists that log into their personal survey
account. The surveys must be demographically and geographically
targeted to the user based on the needs of each survey. When
displaying a survey opportunity to a user, Greenfield will not
describe the type of survey or use any words that convey the content
or the client of the survey, such as "entertainment survey". When a
user joins Greenfield's survey program, there will be a standard
******* cooling off period whereby the user will not see any OTX
Surveys to take in their personal account. After *******, the user
can see and take OTX Surveys. The ****** number can be adjusted
lower or higher with the permission or request of OTX. If the
******* is requested to be higher, then the maximum period of time
can be ******. After ****** the default duration will go back to
********. Greenfield will limit the number of times a
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user can click an email invitation link to only ********. Both
parties will monitor the effectiveness of limiting to ***** in terms
of customer service inquiries, traffic flow, and security.
3. Term.
3.1 The term of the obligations of the parties set forth in Section 2
hereof shall commence on the Effective Date, and shall continue for
a period of two (2) years from the Effective Date (the "Term").
After such period this Agreement shall automatically be extended for
additional one (1) year periods unless either Greenfield or OTX
notifies the other at least sixty (60) days prior to the end of such
term that it is not willing to extend the Agreement.
3.2 The Term may otherwise be terminated at any time by written notice
(i) by Greenfield in the event that OTX fails to pay Survey Fees due
Greenfield (as long as such fees are not being disputed in good
faith), (ii) by Greenfield in the event of any other material breach
of this Agreement by OTX, (iii) by Greenfield for any reason on 90
days notice, or (iv) by OTX in the event of any material breach of
this Agreement by Greenfield; provided, however, that prior to
either party having the right to terminate the Agreement pursuant to
Section 3.2(i), (ii) or (iv), such party shall give the other party
written notice specifying such breach and 30 days to cure such
breach, if curable (or such longer time as may be reasonably
necessary to cure such breach if the party in breach acts
expeditiously and if the nature of such breach requires a longer
period).
3.3 The provisions of this Agreement--other than Section 2 and, with
respect to surveys not yet commenced, Section 4 hereof--shall
continue in full force and effect after the termination of the Term
in accordance with their respective terms.
4. Fees.
4.1 In consideration for Greenfield's services described herein, OTX
agrees to pay a Survey Fee to Greenfield as outlined in Exhibit A
(attached). OTX acknowledges that if the OTX average monthly volume
for Survey Fees to Greenfield for any ****** period is less than
****** ****** (including fees due to Ciao GmbH), Greenfield shall
have the right to **********, and the parties agree to negotiate the
******* in good faith.
4.2 OTX will be responsible for tracking the Completed Surveys and
providing information on Completed Surveys to Greenfield via an
online XML data feed from OTX to Greenfield. Greenfield shall be
responsible for invoicing OTX for each batch of Completed Surveys.
OTX shall be responsible for providing Greenfield with a complete
report of or other electronic access evidencing closed and Completed
Surveys for payment within ten (10) days after each fifteen (15) day
billing period. Greenfield will not ▇▇▇▇ OTX for any Completed
Surveys until the survey itself has been completed to facilitate
accounting simplicity.
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4.3 OTX agrees to be billed twice monthly (and no more often than such)
for Survey Fees for any Completed Surveys for the immediately prior
half-month on a consolidated billing statement. OTX agrees to pay
all invoices for Completed Surveys presented to OTX on a Net
Forty-Five day (45) basis. A late fee of 1% will be charged on the
outstanding balance of all invoices not paid as of 30 days past due.
4.4 Greenfield agrees to utilize OTX's web powered Completed Survey
invoicing system as soon as this system is released (early 2005) if
it is commercially reasonable for Greenfield to utilize it.
5. Press Releases.
5.1 Neither OTX nor Greenfield shall issue any press release, or make
any public statement, concerning the existence of this Agreement or
the terms hereof without the prior approval of the other party,
except if public disclosure is required by law, such as the federal
securities laws, or the rules of any applicable stock exchange or
self-regulatory organization, such as NASDAQ.
6. Indemnification & Limited Liability.
6.1 OTX agrees to indemnify, defend and hold harmless Greenfield and
GoZing and their respective directors, officers, employees, agents
and affiliates from and against any and all claims, actions and
proceedings (including but not limited to all reasonable attorney's
fees and expenses, damages, judgments, settlements and costs
incurred in connection therewith) that arise out of or relate to any
intentional or negligent act or omission of OTX in connection with
OTX's performance of its obligations under this Agreement (a "Third
Party Claim").
6.2 Greenfield agrees to indemnify, defend and hold harmless OTX and its
members, directors, officers, employees, agents and affiliates from
and against any and all claims, actions and proceedings (including
but not limited to all reasonable attorney's fees and expenses,
damages, judgments, settlements and costs incurred in connection
therewith) that arise out of or relate to any intentional or
negligent act or omission of Greenfield in connection with
Greenfield's performance of its obligations under this Agreement (a
"Greenfield Third Party Claim").
6.3 Any person claiming any right of indemnification under this
Agreement ("Indemnified Party") as a result of a Third Party Claim
or a Greenfield Third Party Claim shall promptly notify OTX or
Greenfield, as applicable, pursuant to the provisions hereof (a
"Claim Notice"), specifying the nature of the claim, and giving
notice of any fact upon which the Indemnified Party intends to base
a claim for indemnification hereunder, provided, however, that no
delay by the Indemnified Party in providing a Claim Notice will
relieve the indemnifying party from any obligation hereunder unless
it is prejudiced by such delay. The party receiving the Claim Notice
shall have 30 days (or, if shorter, a period to a date not less than
the date when a responsive pleading or other document is required to
be filed
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giving effect to any available extension) (the "Notice Period") to
notify the Indemnified Party (i) whether or not it disputes its
liability for indemnification of the Third Party Claim or Greenfield
Third Party Claim and (ii) if liability is not disputed, whether or
not it desires to defend the Indemnified Party. If the party
receiving the Claim Notice elects to defend by appropriate
proceedings, such proceedings shall be promptly settled or
prosecuted to a final conclusion in such a manner as is reasonably
calculated to avoid any risk of damage to the Indemnified Party, and
all costs and expenses of such proceedings and the amount of any
judgment shall be paid by the party receiving the Claim Notice.
6.4 If the party receiving the Claim Notice has disputed its liability
for the Third Party Claim or Greenfield Third Party Claim, as
provided above, and determines it will not defend such action, the
Indemnified Party shall have the right to control the defense or
settlement of such action, in its discretion, and shall be
reimbursed by the party receiving the Claim Notice for the costs and
expenses of such defense if it shall thereafter be found that such
claim was subject to indemnification by the party receiving the
Claim Notice hereunder.
6.5 OTX acknowledges and understands that promotional messages related
to OTX Surveys may be lost, incorrect or garbled due to
circumstances outside the control of Greenfield, including, without
limitation, adverse weather conditions, network failures, computer
system failures, internet transmission failures, network carrier
transmission failures, incorrect information or services supplied to
Greenfield by third parties, or improper use of wireless
communications devices or computers. OTX acknowledges and agrees
that Greenfield shall have no liability whatsoever under any
circumstances for such lost, incorrect or garbled promotional
messages or lack of response regarding any OTX Survey offered to
Greenfield Members so long as such circumstances are not the result
of a negligent act or omission by Greenfield. OTX acknowledges and
agrees that Greenfield cannot guarantee any response from Greenfield
Members to any OTX Survey and Greenfield shall not be responsible
for any direct, indirect, special, incidental and consequential or
similar damages or any lost profits of OTX. Greenfield's sole
responsibility for any error shall be to use best efforts to correct
said error.
7. Miscellaneous Provisions.
7.1 Notices. All notices, requests, demands, consents, approvals,
designations and other communications called for or contemplated by
this Agreement shall be in writing and shall be deemed given to the
party to whom addressed (i) when delivered to such party by hand,
(ii) one business day after being sent to such party by overnight
courier or facsimile transmission, or (iii) three business days
after being sent to such party by registered or certified mail
(return receipt requested, postage prepaid), in each case at the
address for such party set forth below (or at such other address as
such party may designate by notice in the manner aforesaid):
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If to Greenfield or GoZing:
Greenfield Online, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ***********
cc: Greenfield Online, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to OTX:
OTX Corporation (prior to 6/1/05)
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇, CFO
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
OTX Corporation (after 6/1/05)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇, CFO
Fax: *************
7.2 Entire Agreement. This Agreement and any exhibits attached hereto
contain the entire agreement between the parties and supersede any
prior written or oral agreement between said parties concerning the
subject matter contained herein. There are no representations,
agreements, arrangements or understandings, oral or written, between
or among the parties relating to the subject matter contained in
this Agreement, which are not fully expressed herein.
7.3 Counterparts/Facsimile Transmission. This Agreement may be executed
in counterparts, both of which together shall constitute one and the
same agreement and each of which shall be deemed an original.
Acceptance of this Agreement may be evidenced by facsimile
transmission with original to follow.
7.4 Fees and Costs. In the event that any of the parties hereto
institutes any action, suit or proceeding to enforce the provisions
of this Agreement, or for breach thereof, or to declare the rights
of the parties with respect thereto, the prevailing party shall be
entitled to recover, in addition to damages, injunctive or other
relief, reasonable costs and expenses including, without limitation,
costs and
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reasonable attorneys' fees incurred in the furtherance of such
action, suit or proceeding.
7.5 No Jury Trial. GREENFIELD, GOZING AND OTX KNOWINGLY WAIVE THEIR
RIGHT TO A JURY TRIAL.
GREENFIELD'S INITIALS OTX INITIALS
GOZING'S INITIALS
7.6 Arbitration.
7.6.1 Exclusive Process. Except as set forth in Section 7.6.2 below,
arbitration shall be the sole and exclusive process for any
dispute, claim, or controversy of any kind or nature (a
"Claim") arising out of, related to, or connected with this
Agreement or the breach thereof, including, but not limited to
(a) all questions relating to the breach of any obligation,
warranty or condition hereunder, or relating to the
termination of this Agreement; (b) all questions relating to
the representations, negotiations and other proceedings
leading to the execution hereof; (c) failure of any party to
deny or reject a claim or demand from another party to this
Agreement; and (d) all questions as to whether the right to
arbitrate any question exists, including any Claim against any
parent, subsidiary, or affiliated entity of the parties, or
any director, officer, general or limited partner, employee or
agent of the parties or of any such parent, subsidiary or
affiliated entity.
7.6.2 Claims Not Subject to Arbitration. This agreement to arbitrate
does not apply to any legal action seeking injunctive relief.
7.6.3 Procedure. All Claims shall be submitted to binding, non
appealable arbitration administered by J.A.M.S./ENDISPUTE or
its successor. Any Claim submitted to arbitration shall be
decided by a single, neutral arbitrator (the "Arbitrator").
The parties to the arbitration shall mutually select the
Arbitrator not later than 45 days after service of the demand
for arbitration. If the parties for any reason do not mutually
select the Arbitrator within the 45-day period, then the
Arbitrator shall be selected by J.A.M.S./ENDISPUTE. The
Arbitrator shall determine issues of arbitrability but may not
limit, expand or otherwise modify the terms of this Agreement.
The procedure whereby the evidence (oral and/or written)
relating to the Claim is presented in the arbitration shall be
as agreed by the parties and in the absence of such agreement,
shall be as determined by the Arbitrator. The Arbitrator shall
apply the substantive federal, state, or local law and statute
of limitations governing any Claim submitted to arbitration.
In ruling on any Claim submitted to arbitration, the
Arbitrator shall have the authority to award only such
remedies or forms of relief as are provided for under the
substantive law governing such Claim.
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Judgment on the Arbitrator's decision may be entered in any
court of competent jurisdiction.
7.6.4 Costs. Any fees and costs incurred in the arbitration (e.g.,
filing fees, transcript costs and Arbitrator's fees) will be
shared equally by Greenfield and OTX. The parties shall be
responsible for their own attorneys' fees and costs, except
that the Arbitrator shall have the authority to award
attorneys' fees and costs to the prevailing party in
accordance with the applicable law governing the dispute.
7.6.5 Interpretation of Arbitrability. The Arbitrator, and not any
federal or state court, shall have the exclusive authority to
resolve any issue relating to the interpretation, formation or
enforceability of this Agreement, or any issue relating to
whether a Claim is subject to arbitration under this
Agreement, except as provided in Section 7.6.2 above and
except that any party may bring an action in any court of
competent jurisdiction to compel arbitration in accordance
with the terms of this Agreement.
7.7 Remedies; Specific Performance. No remedy specifically conferred by
any of the provisions of this Agreement is intended to be exclusive
of any other remedy, each and every remedy shall be cumulative and
shall be in addition to every other remedy conferred hereunder or
now or hereafter existing at law, in equity, or by statute or
otherwise, and the election by a party of one or more remedies shall
not constitute a waiver of such party's right to pursue any other
available remedy or remedies. The parties hereto expressly
acknowledge and agree that irreparable damage would occur in the
event that any provision of this Agreement were not performed in
accordance with the terms hereof, and that, accordingly, each party
hereto shall be entitled to specific performance of the terms
hereof, in addition to any other remedy available to such party.
7.8 No Third Party Beneficiaries. It is not the intention of the parties
to confer, and the Agreement shall not be construed as to confer,
any right or benefit upon any person or entity other than the
parties and their successors and permitted assigns; and no such
other person entity shall have any rights or remedies against either
of the parties hereto under or by virtue of this Agreement.
7.9 Amendment and Assignment. No term or provision of this Agreement may
be amended or modified in any respect except in writing signed by
the parties. This Agreement is among OTX, Greenfield and GoZing. Any
party may assign this Agreement to any purchaser of at least 50% of
that party's assets or capital stock.
7.10 Consents and Waiver. No delay by any party in exercising any right
under, or in taking any action to enforce any right under this
Agreement will operate as a waiver of any such right or in any
manner affect the rights of any party hereunder. No consent by any
party under this Agreement or waiver by any party of any
representation, warranty, or other term or condition of this
Agreement will be effective unless made in writing. Any such waiver
will not be construed as a waiver of any other representation,
warranty or other term and condition to this
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Agreement. Failure by any party to insist upon strict conformance
with or strict conformance of, any representation, warranty, or
other term or condition in this Agreement in any one or more
instances will not be a waiver by an party of his right to insist
and enforce thereafter strict conformance with, and strict
conformance of, (i) such representation, warranty, or other term or
condition or (ii) any other representation, warranty or other term
or condition in this Agreement.
7.11 Further Assurances. Each party hereby agrees to promptly sign any
additional instruments or documents, which are necessary or
appropriate to carry out the purpose of this Agreement.
7.12 Caption and Interpretations. Titles or captions contained herein are
inserted as a matter of convenience and for reference only, and in
no way define, limit, extend or describe the scope of this Agreement
or any provision herein. This Agreement is to be interpreted without
regard to the draftsman. The terms and intent of this Agreement with
respect to the rights and obligations of the parties shall be
interpreted and construed on the express assumption that each party
participated equally in its drafting.
7.13 Confidentiality. No party to this Agreement shall disclose the terms
and conditions of this Agreement without the prior written consent
of the other parties, except as otherwise required by law, such as
the federal securities laws, or the rules of any stock exchange or
self-regulatory organization, such as the NASDAQ. Subject to the
foregoing, each party shall keep confidential information pertaining
to the operations, affairs and financial condition of the other
parties, except to the extent that such information is otherwise
publicly available. Furthermore, each party shall use such
information only for the purposes of performing its respective
obligations under this Agreement. Greenfield further agrees that it
will use commercially reasonable efforts to prevent confidential
information regarding OTX from being made available to any
Greenfield employee engaged in that portion of Greenfield's business
that, to Greenfield's knowledge, directly competes with OTX for
similar projects.
7.14 Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable,
the remaining provisions hereof shall in no way be affected and
shall remain in full force and effect.
7.15 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California
applicable to agreements made and to be performed in such state. Any
dispute arising from the interpretation or enforcement of this
Agreement shall be resolved in Los Angeles, California.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
OTX CORPORATION GREENFIELD ONLINE, INC.
a Delaware corporation a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------ -----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: CFO and SVP Title: CEO
ZING WIRELESS, INC.
A California corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
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Exhibit A
**** This Exhibit has been redacted in its entirety. ****
