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EXHIBIT 10.20
1-9-00
DAIMLERCHRYSLER CORPORATION AGREEMENT WITH ORGANIC, INC.
DaimlerChrysler Corporation, a Delaware corporation with its principal offices
at 0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000-0000 ("DC CORP"), and
Organic, Inc., (formerly known as Organic Online, Inc.) with its principal
offices at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
("ORGANIC") enter into this agreement ("AGREEMENT") as of March 15, 1999
("EFFECTIVE DATE").
WHEREAS, Organic has special skills, experience and expertise in developing for
major corporate clients comprehensive interactive programs, including but not
limited to interactive advertising, sales and marketing programs, for use on the
Internet public computer network or an intranet network, including development
of software and content; and
WHEREAS, Organic desires to provide such skills, experience and expertise to DC
Corp in support of DC Corp's interactive programs, and DC Corp desires to retain
Organic to provide those services, subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties agree as follows:
1. SERVICES
A. Organic agrees to perform services ("SERVICES") and deliver
deliverables ("DELIVERABLES") as described in the attached
Statement of Work, which is hereby incorporated by reference and
attached as EXHIBIT A ("STATEMENT OF WORK").
B. The Statement of Work describes the scope of the Services and
Deliverables that Organic must provide during the initial 9.5
months and for the Fixed Fee. The parties agree to amend this
Agreement to add a description of the scope of Services and
Deliverables that Organic must provide for the subsequent 12
month period (calendar year 2000) at a Fixed Fee as described in
Section 3.E.
C. Changes to Statement of Work.
i. The procedure for changing the Statement of Work,
including the specifications or due dates for any
Deliverable, is to: (i) describe the changes in a
writing signed by an authorized representative of each
party (which, for DC Corp, is the Sales & Marketing
Interactive Project Manager,
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currently Xxxxxx Xxxxxx); (ii) include in the writing
the date of each Statement of Work revision and a
description of how the particular revision relates to
the prior Statement of Work. (For example, state whether
the revisions are intended to supersede the prior
Statement of Work, or whether the revisions are to be
read together with the then-current Statement of Work).
In addition, a management level employee of DC Corp who
has a project under this Agreement ("STAKEHOLDER") may
sign a "Detailed SOW" or "Detailed Work Description"
ONLY IF the signature is on a document that contains the
following disclaimer: "BY SIGNING THIS DETAILED WORK
DESCRIPTION, A STAKEHOLDER AND ORGANIC AGREE THAT THE
DETAILED REQUIREMENTS SET FORTH IN THIS DOCUMENT FURTHER
DESCRIBE ORGANIC'S OBLIGATIONS UNDER THE STATEMENT OF
WORK ATTACHED AS EXHIBIT A TO THE PARTIES' AGREEMENT
DATED MARCH 15, 1999. NOTHING IN THIS DOCUMENT CHANGES
THE PARTIES' RESPECTIVE OBLIGATIONS UNDER THE
AGREEMENT."
ii. The Parties agree that the purpose of this procedure is
to provide flexibility for changing or refining with
greater detail the Statement of Work as frequently as
may be required given the absence of detailed (as
opposed to general functional) specifications for
Deliverables in the Statement of Work at the time of
contract execution. However, the parties also agree that
whenever a Statement of Work change results in changes
to DC Corp's financial obligations or the ownership
provisions under this Agreement, the signed writing
described in Section 1.C.i above must also be signed by
an authorized DC Corp Procurement & Supply ("P&S")
manager with corporate authority to sign amendments to
this Agreement, as described in Section 16.C.
iii. All references in this Agreement to the Statement of
Work, or any part of it, refer to the then-current
Statement of Work, as modified by the parties through
the procedures described in this subsection C. Unless
the parties amend the Agreement (in accordance with
Sections 1.C.ii and 16.C) specifying any additional, DC
Corp will have no liability to pay any fees beyond the
Fixed Fee, and Organic will have no obligation to
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perform any Services outside the scope of the Statement
of Work.
2. TERM OF AGREEMENT
A. TERM. The term of this Agreement is 21.5 months (9.5 months + 12
months) from the Effective Date, except that either party may
terminate earlier in accordance with the Termination provisions
at section 13 below ("TERM").
(i) The initial 9.5 month period commences on March 15,
1999, and ends December 31, 1999.
(ii) The last 12 month period commences January 1, 2000 and
continues until December 31, 2000 ("THE 2000 CALENDAR
YEAR").
3. COMPENSATION
A. Organic agrees to perform all Services and deliver all
Deliverables requested or otherwise required under the Statement
of Work during the initial 9.5 months of the Agreement for the
fixed price of $16,484,306.00 ("FIXED FEE"), payable as set
forth below.
B. Each month of the initial 9.5 months of the Agreement, DC Corp
will pay Organic the following amount: [2/19 x (the Fixed Fee x
0.85)], except that in the last month the payment will be {1.5 x
[2/19 x (the Fixed Fee x 0.85)]}. Monthly fees are due on the
30th day of each month.
C. Each month of the initial 9.5 months of the Agreement, DC Corp
will put the following amount into a progress pool: [2/19 x (the
Fixed Fee x 0.15)] except that in the last month the payment
will be {1.5 x [2/19 x (the Fixed Fee x 0.15)]}.
D. Progress pool funds become payable to Organic subject to DC
Corp's good faith assessment of Organic's development progress,
which DC Corp has assessed for the period from March 15, 1999 to
December 31, 1999 (see Section 3.E below), and which DC Corp
must assess quarterly throughout the 2000 calendar year
("ASSESSMENT PERIODS"). DC Corp's assessment of Organic's
development progress for each assessment period in the 2000
calendar year will be based upon the "2000 Organic Online [sic],
Inc. Performance Rating Criteria," attached and incorporated by
reference into this Agreement as EXHIBIT B, with the actual
assessment within DC Corp's sole and reasonable discretion. For
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each assessment period, DC will present a written assessment to
Organic that evaluates Organic's and recommends any necessary
improvements. Organic's performance in a subsequent assessment
period will be measured against the criteria in Exhibit B,
including any action items from the written report for the prior
assessment period.
(i) Payment from the progress pool, if any, must be made
within 45 days of the assessment period.
(ii) Residual amounts in progress pool are cumulative only
within the 9.5 month period and within the 2000 calendar
year, respectively. For example, residual amounts unpaid
from the first assessment period in the 2000 calendar
year may be paid at a later assessment that same
calendar year. Amounts unearned in the last assessment
period of the calendar year are forfeited.
E. The parties have not yet agreed upon a Fixed Fee or payment
terms for the 2000 calendar. The parties agree to amend this
Agreement to specify a Fixed Fee and payment terms for the 2000
calendar year unless either party exercises its right to
terminate, as described in Section 13 below. In addition, the
parties agree that absent an amendment stating otherwise, the
payment conditions for the 2000 calendar year, if any, will be
similar in structure to the payment terms described in Sections
3.B through 3.D, except that each instance of the term "2/19" in
the formulae above will change to "1/12."
F. As of January 09, 2000, DC Corp has paid Organic $8,889,127.00
of the total Fixed Fee for the initial 9.5 month period. This
amount represents a combination of monthly fees paid prior to
contract execution, and it represents full satisfaction of all
earned fees from the progress pool for the initial 9.5 month
period. (A total of $386,618.00 from the progress pool was
unearned and is unpayable ("Missed Bonus"). After contract
execution, Organic may invoice DC Corp for $7,208.561.00, i.e.,
the balance of the Fixed Fee for the initial 9.5 month period
minus the amount of the Missed Bonus.
4. OWNERSHIP AND LICENSES.
A. DC CORP PROPERTY. DC Corp owns all right, title and interest,
including but not limited to all copyrights, patents, trade
secrets, trademarks, trade dress right, and any other
proprietary rights in the following items provided or delivered
by Organic as
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part of the Services or Deliverables, and each and all of them
are DC Corp's Confidential Information:
(i) all data and information content, including text or
other literary work, graphics, photographs, audiovisual
works or other content of any web site or content
generated by any software application whether originally
provided by Organic or by DC Corp or any of its other
agencies or suppliers ("CONTENT"), except that Content
does not include software provided by Organic.
(ii) Hyper Text Markup Language (HTML) files for website
Content;
(iii) all Content in screen outputs from the websites or
software applications (but not the software itself) and
the overall structure, sequence, organization, display
and arrangement (the "look and feel") of all Content and
of all application user interfaces and of all Internet
user interfaces provided under this Agreement;
(iv) all Interactive Marketing Plans developed for DC Corp by
Organic under the Statement of Work and any and all
other DC Corp or brand marketing plans, including all
related documents, reports, meeting notes or other
related information;
(v) the compilation copyright in any DC Corp web site,
subject to Organic's ongoing ownership of any Organic
Property;
(vi) all names, slogans, marks, logos, domain names and
vanity names except for those owned by third parties
and/or Organic prior to their use under this Agreement;
(vii) any software (including all literary and graphical
components owned by DC Corp as of the date that software
is provided to Organic under this Agreement, including
all modifications, enhancements or other derivatives of
that software developed by Organic;
(viii) all server usage data and statistics related to any web
site created or maintained under this Agreement.
All of the items in this Section 4.A are referred to collectively in
this Agreement as "DC CORP PROPERTY."
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Organic assigns to DC Corp, its successors and assigns, all right, title
and interest, including but not limited to all copyrights, patents,
trade secrets, trademarks, trade dress rights, and any other proprietary
rights in any DC Corp Property that Organic provides under this
Agreement, whether provided directly or through any of Organic's
subcontractors. Organic is responsible for securing from each of its
subcontractors all rights necessary for Organic to meet its obligations
under this section. To the extent that any DC Corp Property is computer
software, Organic must deliver the object code and fully commented
source code to DC Corp for each such Deliverable provided under the
Agreement.
B. ORGANIC PROPERTY.
(i) Organic owns all right, title and interest, including
but not limited to all copyrights, patents, trade
secrets, trademarks, trade dress right, and any other
proprietary rights in any of Organic's preexisting
original works of authorship or inventions or designs,
methodologies, processes, tools, concepts or know-how
created or owned by Organic prior to Organic performing
any Services or delivering any Deliverables under this
Agreement, including but not limited to any preexisting
web-based software (e.g. internet publishing, authoring
or search engine software) or any preexisting
application software ("ORGANIC PREEXISTING WORKS");
(ii) Subject to section 4.A above and Organic's obligations
regarding DC Corp's Confidential Information, Organic
owns all right, title and interest, including but not
limited to all copyrights, patents, trade secrets,
trademarks, trade dress right, and any other proprietary
rights in the following items:
1. all modifications or enhancements to Organic
Preexisting Works that Organic develops or
otherwise provides under the Agreement; and
2. all custom developed web based or application
software that Organic develops or otherwise
provides under the Agreement.
All of the items in this Section 4.B are referred to collectively in
this Agreement as "ORGANIC PROPERTY."
C. LICENSE TO ORGANIC PROPERTY.
To the extent that any Organic Property is incorporated into any
Deliverable, Organic grants to DC Corp, its parent and each of
their
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respective affiliates or subsidiaries worldwide ("DC
ENTERPRISE"), a worldwide, perpetual, fully paid, noncancellable
license to use, copy, distribute and make derivatives or
improvements of the Organic Property. Organic must deliver the
object code and fully commented source code form to DC Corp for
each software Deliverable provided under the Agreement. The DC
Enterprise users may not distribute any portion of the Organic
Property on a "standalone" basis or otherwise distribute all or
any part of the Organic Property separate and apart from the
Deliverables or derivatives or improvements of those
Deliverables.
D. LICENSE TO ORGANIC OF CERTAIN DC CORP PROPERTY. To the extent
that DC Corp provides any software, content or other materials
of any kind or nature to Organic in connection with Organic's
performance of the Services or production of the Deliverables,
DC Corp grants to Organic, and each of its affiliates or
subsidiaries worldwide, a non-exclusive, worldwide, fully paid,
license to use, copy, distribute and make derivatives or
improvements of such materials, solely in connection with the
performance of Organic's obligations under this Agreement.
E. SUPPORTING DOCUMENTS. Each party agrees to execute any
additional documents reasonably necessary to effect and evidence
the other party's rights with respect to the elements set forth
above.
F. PROPRIETARY NOTICES. All copies of the Organic Property used by
any DC Corp must retain any copyright or other proprietary
notices displayed by Organic. DC Corp agrees not to remove,
cover or obliterate any copyright notice, trademark or other
proprietary rights notices placed by Organic on Organic
Property.
5. PRIOR APPROVAL OF CONTENT.
Organic must obtain prior written approval from DC Corp of any material
or other Content prior to its dissemination or publication in any
medium, all in accordance with the substance of DC Corp's Corporate
Process Guideline GEN 007 attached hereto as EXHIBIT C (the "198
PROCEDURES") and any other procedures that DC Corp designates and
provides to Organic with written notice, except if otherwise directed to
proceed by a DC Corp Sales & Marketing Vice President or higher level DC
Corp officer.
6. CONFIDENTIAL INFORMATION
A. "DC CORP CONFIDENTIAL INFORMATION" means information relating to
the research, development, products, trade secrets, business
plans, sales or marketing plans, customers, finances, and
personnel data related to the business or affairs of DC Corp,
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including but not limited to DC Corp's materials relating to the
DC Corp Property. DC Corp Confidential Information does not
include any information (i) which Organic knew before DC Corp or
one of DC Corp's other agencies or supplier, rightfully
disclosed it to Organic; (ii) which has become publicly known
through no wrongful act of Organic; or (iii) which Organic
developed independently, as evidenced by appropriate
documentation.
B. "Organic Confidential Information" means any Organic financial
information including but not limited to Organic's financial
statements, Organic's books and records with respect to its
performance under this Agreement and Organic's client list to
the extent that such information is shared with DC Corp.
C. In the course of performing this Agreement, Organic and DC Corp
will have access to each other's Confidential Information.
D. Each party agrees not to disclose any of the other party's
Confidential Information and to take all reasonable precautions
to prevent its unauthorized dissemination, both during and after
the Term. Without limiting the scope of this duty, each party
agrees to limit its internal distribution of the other party's
Confidential Information to its employees or contractors, if
any, who have a need to know, and to take steps to ensure that
the dissemination is so limited. Each party agrees not to use
the other party's Confidential Information for its own or for
the benefit of anyone other than the party owning the
Confidential Information, except to the extent necessary to
fulfill its obligations or exercise its rights under this
Agreement. Without limiting the scope of this duty, Organic
agrees not to design, develop or manufacture any products, which
incorporate any DC Corp Confidential Information.
E. All Confidential Information remains the property of the owning
party as defined above. Each party agrees to return the other
party's Confidential Information at the other party's request,
including all copies of that Confidential Information in any
medium.
F. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL CONFIDENTIAL
INFORMATION PROVIDED BY DC CORP IS PROVIDED "AS IS" AND WITHOUT
ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING ITS
ACCURACY OR PERFORMANCE.
7. LOYALTY.
A. During the Term plus 1 year, Organic and its affiliates may not
perform services for or on behalf of, or negotiate, or otherwise
do
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business with, another automotive or truck manufacturer or
automotive or truck parts manufacturer or any of their
subsidiaries, or any automotive or truck dealer or distributor
(domestic or foreign) without DC Corp's prior written consent.
C. DC Corp may work with other companies on Internet related
projects.
D. DC Corp recognizes and understands that Organic has previously
contracted to provide services to the companies listed below,
and that Organic may be required, as part of those contract
obligations, to provide the following services to those
companies in connection only with software provided prior to the
Effective Date of this Agreement: (i) training for use of that
software and (ii) repair of that software so that it conforms to
the relevant contract ("SUPPORT SERVICES"):
Autoconnect
BMW (from Organic's Sao Paulo, Brazil office only)
Organic warrants and represents that it will only provide
Support Services to those companies, and nothing else.
8. WARRANTIES AND REPRESENTATIONS. The warranties and representations in
this Section are applicable to the Services and Deliverables in their
form as delivered by Organic under this Agreement and as used in
accordance with the terms of this Agreement.
A. WARRANTIES AND REPRESENTATIONS. Organic warrants and represents
to DC Corp that, at all times relevant, Organic is not
encumbered by any third party, (via agreement, employment or
other legal relationship, past or present) or otherwise in a
manner that would prevent Organic from providing all Services
and Deliverables required under this Agreement or from licensing
or assigning, as applicable, the rights in all Services and
Deliverables as set forth in this Agreement. Organic further
warrants and represents to DC Corp that all Services performed
and Deliverables provided under this Agreement do not infringe
any U.S. or foreign patents in existence as of the Effective
Date, or copyrights, mask work rights, trade secret rights,
trademark or trade dress rights, or any other proprietary rights
of any third party (including but not limited to moral rights or
rights of privacy or publicity).
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Organic further warrants that it has not previously granted and
will not grant any rights to any third party that are
inconsistent with the rights granted under this Agreement; that
each of Organic's employees, consultants, contractors, partners
or agents who have been or will be involved in providing
Services or in developing Deliverables will have signed an
agreement with Organic conveying to Organic all rights necessary
to enable Organic to meet its obligations under this Agreement
and agreeing to maintain in confidence all DC Corp Confidential
Information.
B. PERFORMANCE WARRANTY. Organic warrants that all Services and
Deliverables will be performed in a professional and workmanlike
manner and that Organic's personnel or subcontractors have
sufficient skill, knowledge and training to perform the
Services. Organic further warrants that all Services and
Deliverables will conform to the parties' agreed upon
specifications (as set forth in the Statement of Work or any
project description agreed upon pursuant to the Statement of
Work) for a period of one (1) year from completion and delivery
of the relevant Deliverable or performance of the relevant
Service.
C. YEAR 2000 WARRANTY. Organic warrants that each Service or
Deliverable provided to DC Corp by Organic will be YEAR 2000
COMPLIANT, as defined below, from its delivery date through
January 1, 2001. This warranty is in addition to any and all
other applicable warranties provided by Organic to DC Corp. YEAR
2000 COMPLIANT means that Service or Deliverable correctly
performs every date-related or date-dependent operation: (a)
without human intervention, other than original data entry of
any date; and (b) without regard to whether any date involved in
an operation is on, before or after January 1, 2000.
D. EXCEPTIONS FOR MODIFICATIONS. To the extent that a breach of
warranty would not have existed but for DC Corp's or a third
party's modification of a Service or Deliverable, then Organic
is excused from the applicable warranty obligation to the extent
caused by such modification.
E. EXCEPTIONS TO YEAR 2000 WARRANTY. Organic is excused from the
Year 2000 warranty to the extent that failure of any deliverable
provided under this Agreement to meet the warranty is caused
solely by: (1) non-Year 2000 Compliant third party hardware,
software, systems, data or equipment; or (2) non-Year 2000
Compliant DC Corp pre-existing software, systems, data or
equipment.
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F. REMEDY FOR BREACH OF WARRANTY. For any breach of the warranties
specified in Section 8.A, 8.B or 8.C above, Organic must
promptly repair or replace any nonconforming Service or
Deliverable upon written notice of such condition. Organic will
replace promptly all defective media returned to it. This remedy
as it applies to the Warranty in Section 8.A is non-exclusive,
and DC Corp is not precluded from exercising any other remedy
available to it at law or in equity. With regard to the
warranties specified in Sections 8.B or 8.C, the remedies set
forth in this Section 8.F are exclusive remedies unless Organic
fails to repair or replace as set forth in this Section 8.F. In
that event, DC Corp is not precluded from exercising any other
remedy available to it at law or in equity.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ORGANIC MAKES
NO OTHER REPRESENTATIONS OR WARRANTIES TO DC CORP OR ANY OTHER PERSON,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNIFICATION
A. INDEMNIFICATION BY ORGANIC. With regard to the Services and
Deliverables, in their form as delivered by Organic under this
Agreement and as used in accordance with the terms of this
Agreement, Organic will indemnify and hold DC Corp, its
directors, officers, employees, subsidiaries and affiliates
harmless from and against all third party claims, losses,
liabilities and damages (including reasonable attorneys' fees
and costs of suit) (collectively, "CLAIMS") that DC Corp may
suffer, pay or incur arising from or relating to any allegation
that any Deliverable developed or Service performed by Organic,
including without limitation any Content:
(i) is libelous, slanderous, defamatory, or disparaging of a
third party or product;
(ii) infringes any United States patent or foreign patent in
existence as of the Effective Date, copyright, trademark
or violates any third party's trade secret, trade dress
or other proprietary rights, except that Organic has no
obligation under this subsection (ii) to the extent that
a claim is caused by an infringement that would not have
occurred but for:
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(a) an unauthorized modification by or for DC Corp
after Organic has completed and delivered the
relevant Deliverable or performed the relevant
Service;
(b) DC Corp's failure to use corrections or
enhancements made available by Organic if those
corrections or enhancements are functionally and
technically within the requirements of the
Statement of Work and Organic offers in writing
to provide them to DC Corp and to make the
replacement into the relevant Deliverable at no
additional charge; or
(c) DC Corp's use of a Deliverable in combination
with any product or information not provided
under this Agreement.
(iii) constitutes an invasion of privacy or the unauthorized
use of a third party's name and likeness;
(iv) constitutes unfair competition, piracy or
misappropriation of ideas; or
(v) contains misrepresentations, misquotations, or
misstatements of fact.
B. INDEMNIFICATION BY DC CORP. Notwithstanding the provisions of
Section 9.A, DC Corp will indemnify and hold Organic, its
directors, officers, employees, subsidiaries and affiliates
harmless from and against all third party Claims that Organic
may suffer, pay or incur as the result of:
(i) a product liability lawsuit alleging personal injury
sustained in or as a result of the use of a DC Corp
product brought against Organic on the basis of
assertions made in the Content of a Deliverable
developed or of a Service performed by Organic; or
(ii) any Content or software provided by DC Corp that is used
in a Deliverable developed or Service performed by
Organic if DC Corp has informed Organic that DC Corp has
obtained the necessary releases, licenses, permits,
waivers, or other authorization for the use of the
applicable Content or software from all parties who have
or claim to have rights in those elements; or
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(iii) assertions made in the Content of a Deliverable
developed or Service performed by Organic, which
assertions are based on DC Corp product information as
supplied to Organic by DC Corp ;
provided that Organic has complied with section 5 and DC Corp
has given written approval as to the form, content and
presentation of the Deliverable developed or Service performed
by Organic in question, prior to its publication, broadcast,
posting to the Internet or other form of distribution to a third
party.
10. INDEMNIFICATION PROCEDURES. The indemnified party must (i)
promptly notify the indemnifying party in writing of any Claim
under Section 9, (ii) give the indemnifying party sole control
of the defense (in cooperation with the indemnified party) and
any related settlement negotiations, provided however, that any
such settlement which imposes injunctive or other equitable
relief binding upon the indemnified party requires the
indemnified party's prior written consent (which consent may be
granted or withheld in the sole discretion of the indemnified
party), and (iii) cooperate and, at indemnifying party's request
and expense, assisting in such defense.
11. INSURANCE
Organic will, at its own expense, procure and maintain from an after
October 19, 1999, from an insurance company reasonably acceptable to DC,
insurance coverage of the type and in the amounts set forth as follows:
a. General Liability insurance with a minimum limit of $5 million
per occurrence including coverage for contractual liability
under policies covering third party claims for property damage,
bodily injury, and personal injury and contractual liability,
coverage for oral or written publication of material that
slanders or libels a person or organization or disparages a
person's or organization's goods, products or services, that
violates a person's right of privacy, and misappropriation of
advertising ideas or style of doing business, and infringement
of title or slogan; and
b. Technology Errors and Omissions Insurance or other appropriate
insurance coverage providing limits of no less than $10 million
per occurrence under policies covering errors and omissions
committed in the course of its business.
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The coverage under Organic's insurance policies must be primary and not in
excess over or contributory with any other valid, applicable and collectible
insurance in force for DC Corp. Organic will provide to DC Corp appropriate
documentation demonstrating that DC Corp has been named as an "additional
insured" under each of the insurance policies described above, each of which
will provide for thirty (30) days prior written notice to DC Corp of
cancellation or modification thereof. Organic will deliver to DC Corp, an annual
renewal certificate of insurance. Failure to maintain such insurance will be an
event of default under this Agreement.
12. LIMITATIONS OF LIABILITY
EXCEPT FOR LIABILITY OR DAMAGE ARISING UNDER ANY VIOLATION OF SECTIONS
5, 6, 7 AND 8.A AND 9 OF THIS AGREEMENT, OR FOR ANY CLAIM OR ACTION
SOUNDING IN TORT CAUSED BY ANY TORTIOUS INTENTIONAL MISCONDUCT, GROSS
NEGLIGENCE OR WILLFUL OR WANTON CONDUCT BY OR ON BEHALF OF A PARTY,
INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE, THE FOLLOWING LIABILITY
LIMITS APPLY TO THIS AGREEMENT:
A. A PARTY WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, BUSINESS
OPPORTUNITY OR DATA) HOWEVER ARISING AND UNDER ANY THEORY OF
LIABILITY (INCLUDING BREACH OF CONTRACT BREACH OF WARRANTY AND
TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)), REGARDLESS OF
WHETHER THE PARTY KNEW, SHOULD HAVE KNOWN OR WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; AND
B. IN NO EVENT SHALL A PARTY'S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES FOR ALL CAUSES OF ACTION IN THE AGGREGATE EXCEED
THE GREATER OF TWO (2) TIMES THE FIXE FEE FOR THE THEN-CURRENT
CALENDAR YEAR STATEMENT OF WORK OR TWO (2) TIMES THE AMOUNT OF
FEES PAID UNDER THIS AGREEMENT.
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13. TERMINATION
A. MUTUAL OPTION TO TERMINATE. Either party may terminate at the
end of the 13th month (April 30, 2000) by giving the other
written notice before February 26, 2000. (As used hereafter, the
term, "NOTICE PERIOD" means the period from January 1, 2000
through April 30, 2000.
B. EFFECT OF TERMINATION.
(i) Work in process. If either party issues a termination
notice as described in Section 13.A above, Organic will
not commence work during the Notice Period on any
Services or Deliverables described in any Statement of
Work for the 2000 calendar year (unless otherwise
requested in writing by DC Corp and agreed to in writing
by Organic). Organic must complete all Services and
Deliverables described in the Statement of Work for the
first 9.5 month period unless otherwise directed by DC
Corp. The terms and conditions of this Agreement will
govern any Deliverable delivered or Service performed
after the issuance of a notice of termination.
(ii) Fees during Notice Period. If either party exercises its
right to terminate as described in Section 13.A above,
then DC Corp's payments described in Section 3.A will
cease with the payment made for month 9.5, and payment
for Services performed and Deliverables delivered during
the Notice Period will be determined as follows: the
parties will agree to a reasonable monthly fee during
the Notice Period commensurate with the work that DC
Corp requests Organic to perform, not to exceed the
monthly payments described in Section 3.A. There will be
no performance bonuses during the Notice Period, but any
previously earned performance bonus may be paid during
the Notice Period.
(iii) Fees if DC Corp terminates this Agreement for material
breach. If DC Corp terminates this Agreement for
Organic's material breach, including but not limited to
Organic's breach of loyalty or violation of ownership or
confidentiality provisions, then DC Corp reserves the
right to suspend all payments under Section 3.A until a
good faith negotiation of fees owed and/or refund due is
determined by both parties or ordered by a court of
competent jurisdiction. This remedy is nonexclusive and
in addition to all legal or equitable other rights or
remedies available to DC Corp.
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(iv) Survival. Unsatisfied payment obligations arising before
any termination or expiration of this Agreement, and
Sections 4, 6, 7, 8, 9, 12, 13, 14, 15 and 16, shall
survive any expiration or termination of this Agreement.
C. TRANSITIONAL SUPPORT. Organic recognizes that DC Corp's
interactive programs are vital to DC Corp and must be continued
without interruption. Upon any assignment of this Agreement by
Organic, or upon any termination of this Agreement by either
party, Organic or a successor agency of Organic will provide to
DC Corp services as follows ("TRANSITIONAL SUPPORT"):
(i) in the case of an assignment, Organic or its successor
must perform Services as required under this Agreement
for a period 180 days after the effective date of the
assignment; and
(ii) in the case of a termination, for the Notice Period plus
75 days, Organic will cooperate in an orderly and
efficient transition of Organic's obligations under this
Agreement to DC Corp or a successor agency of Organic.
Fees for Transitional Support during the 75 days following the
Notice Period will be the same as Fees for the Notice Period as
described in Section 13.B(ii) above. Fees for Transitional
Support following a termination by DC Corp for material breach
by Organic will be as described in Section 13.B.(iii) above.
Fees for Transitional Support following any other termination,
or for Transitional Support following an assignment will be
according to Organic's then-current hourly rate card at the time
immediately preceding the termination or assignment.
14. EXAMINATION OF AGENCY RECORDS
A. RIGHT TO AUDIT. During the Term of this Agreement and for 18
months thereafter, DC Corp will have the right, at DC Corp's
expense, to audit Organic's financial and operational books and
records that relate to Organic's performance under this
Agreement (the "RELEVANT RECORDS") on a semi-annual basis upon
no fewer than ten (10) business days' prior written notice to
Organic, for the purpose of evaluating the Organic's compliance
with this Agreement and for determining the level of Organic's
profitability on this transaction. Any such inspection must be
conducted in a manner that does not unreasonably interfere with
Organic's business operations and in a manner that protects any
Organic
16.
17
Confidential Information. DC Corp may, at DC Corp's expense,
employ a third party to conduct an audit, subject to appropriate
measures to protect against wrongful disclosure of Organic's
business and financial information. The results of any audit may
affect the payment terms in a subsequent term and it may affect
the outcome of a progress assessment within the term or in a
later term. The results of an audit may not, however, affect any
previously agreed upon payment terms under this Agreement.
B. ACCESS TO INFORMATION. Organic will cooperate fully in any DC
Corp audit, including but not limited to providing DC reasonable
access during normal business hours to Organic's personnel and
allowing DC Corp to inspect and photocopy all or any portion of
the Relevant Records, including electronic copies, if reasonably
available.
C. FREQUENCY. DC Corp may conduct an audit in accordance with this
Section not more than once every 6 months, unless a prior audit
or a pattern of invoice errors or material variances from
applicable specifications gives DC Corp reasonable cause for
concern over the accuracy of the xxxxxxxx and invoices, in which
event DC Corp may audit not more frequently than quarterly.
D. ACCOUNTING AND CERTIFICATION. Organic must maintain complete
records relating to all fees billed to DC Corp under this
Agreement. Organic will keep its books, records, and accounts in
accordance with generally accepted accounting principles, and
must have them audited annually by an independent certified
public accounting firm. At Organic's expense, Organic will
provide to DC Corp each year, within one hundred and twenty
(120) days following the end of Organic's fiscal year, a written
audit opinion by such accounting firm that Organic's books,
records, and accounts were kept in accordance with generally
accepted accounting principles during the immediately preceding
fiscal year.
E. RECORD RETENTION. Organic will retain all records relating to or
supporting any charges or xxxxxxxx to DC Corp for a period of 5
years from the date such charges or xxxxxxxx are submitted to DC
Corp for payment.
15. NO SOLICITATION. Unless otherwise approved in writing, for a period
equal to the Term plus 12 months, neither party will solicit for
employment any employee of the other party involved in the performance
of services under this Agreement. This restriction does not apply to:
unsolicited inquiries to a party made by an employee of the other party;
inquiries received from an employee of a party as the result of a
general notice or advertisement
17.
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placed by the other party; or inquiries resulting from an employment
search firm hired by the employee.
16. GENERAL
A. SUBCONTRACTORS. Except for subcontractors under the direct
control of Organic management, Organic may not subcontract the
performance of any Services or the development of any
Deliverables without DC Corp's prior written consent, which
consent will not be unreasonably withheld or, if DC Corp
requires that the services to be performed by such party are to
be performed within ten (10) days from DC Corp's notice to
Organic of the services to be performed, Organic has obtained
oral approval from DC Corp and Organic uses its best efforts to
secure written memorialization of the oral approval as soon as
possible thereafter. Organic will be responsible for the work
performed by permitted subcontractors. No subcontract or other
agreement between Organic and a third party will provide for any
indemnity, guarantee, assumption of liability, or other
obligation on the part of DC Corp, without DC Corp's prior
written consent. Organic will be solely responsible for making
all payments due each of its subcontractors; provided, however,
that DC Corp, in its sole discretion and upon notice to Organic,
may elect from time to time to make payments directly to any
such subcontractor that would have been due to such
subcontractor by Organic.
B. INTEGRATION. This Agreement including all exhibits attached and
incorporated by reference into this Agreement contain the entire
agreement between DC Corp and Organic. This Agreement supersedes
all prior or contemporaneous communications, representations or
agreements, whether oral or written, with respect to the subject
matter hereof. No representations, statements or agreements were
made or relied upon by either party, other than those expressly
set forth herein.
C. MODIFICATION. Any attempted modification or amendment of this
Agreement will be without force and effect unless reduced to a
writing signed by an authorized representative of the party
against whom such modification or amendment is sought to be
enforced. For DC Corp, this is an authorized representative of
Procurement and Supply.
D. GOVERNING LAW AND JURISDICTION. The interpretation and
enforcement of this Agreement will be governed by the laws of
the State of Michigan (excluding the choice of law rules thereof
and excluding the United Nations Convention on Contracts for the
International Sale of Goods and any legislation implementing
such
18.
19
Convention) without regard to its conflict of laws rules. The
parties irrevocably consent to the jurisdiction of the courts of
the State of Michigan located in Oakland County, and/or the
United States District Court for the Eastern District of
Michigan with respect to the adjudication of any matters arising
under or in connection with this Agreement.
E. WAIVER. The failure of a party in any instance to object to or
to take affirmative action with respect to an act or omission of
the other which violates the terms of this Agreement shall not
be construed as a waiver of that or any future violation.
F. NOTICES. All notices pertaining to this Agreement must be in
writing and will be transmitted either by registered or
certified mail, return receipt requested, to the respective
parties at the following addresses or to such other addresses as
either party may designate in writing to the other party:
If to DC Corp: DaimlerChrysler Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000-0000
Attention: Vice President, Marketing Operations, with a copy to
The Office of the General Counsel
DaimlerChrysler Corporation
0000 Xxxxxxxx Xxxxx
CIMS 000-00-00
Xxxxxx Xxxxx, Xxxxxxxx 00000-0000
If to Organic: Organic, Inc.
000 Xxxxx Xxxxxx, Xxxxx. 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: President
with a copy to: Organic, Inc
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Legal Officer
G. SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and will not affect in
any way the meaning or interpretation of this Agreement.
H. ASSIGNMENT. Neither party may assign its rights or delegate its
obligations under this Agreement without the other party's prior
19.
20
written consent. Notwithstanding the foregoing, in the event of
a merger or acquisition, either party may, upon written
notification to the other party, assign its rights and delegate
its obligations under this Agreement to an entity that acquires
51% or more of its assets or 51% of its voting securities,
provided that the resulting entity agrees to assume the rights
and obligations of the assigning party under this Agreement.
I. SEVERABILITY. Whenever possible, each part of this Agreement
must be interpreted as enforceable under applicable law. If part
of this Agreement is unenforceable under applicable law, it is
unenforceable only to the extent required by applicable law, and
the remainder of this Agreement is otherwise fully enforceable.
J. FORCE MAJEURE. To the extent that a party is not able to perform
an obligation under this Agreement due to fire, flood, a strike
or other labor interruption, war, riot, an act of God, an act of
government, insurrection, civil disturbance, or other cause
beyond that party's reasonable control, that party may not be
liable for failing to perform that obligation, except that this
Section may not excuse any party from the obligation to pay
money that is owed.
K. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which is to be treated as an original, and
all of which is one and the same instrument.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed and delivered by its duly authorized representative on the date
first written above.
ORGANIC, INC. DAIMLERCHRYSLER CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------- -----------------------------
Its: VP, Managing Director Its:
------------------------ ----------------------------
Date: Jan. 12, 2000 Date:
------------------------ ---------------------------
20.
21
EXHIBIT A
STATEMENT OF WORK
(FOR INITIAL 9.5 MONTH PERIOD)
21.
22
Project Description Amount
------- ----------- ------
Section 1 and 2 A. Interactive Marketing Assist DC Corp in developing short term and long $ 500,000
Plan, Strategy and term (3year) interactive marketing strategies and
timeline plans, including a development-to-launch timeline
for interactive infrastructure, applications, sites
or other developments matching vehicle product
launch timelines.
B. Benchmarking On a quarterly basis analyze and benchmark selected
interactive marketing media, technologies, trends
and best practices worldwide, and recommend those
which are most suitable for use by DC Corp,
consistent with its Interactive Marketing Strategy
and Plan.
C. Update Interactive Update Interactive Marketing Strategy and Plan on a $ -
Marketing Strategy/ quarterly basis to include new media and
Propose Enhancements technologies trends and best practices. As a result
of this, create and propose, on a quarterly basis,
technical and content enhancements to web sites,
applications and interfaces that result in the
number of return visits, degree of repeated use,
amount of vehicle customer feedback or other
applicable measure of market response. The
implementation of these proposed enhancements are
not included in this scope of work. Cost included
in section 1A.
D. Agency/supplier Coordinate all efforts which are covered by this
coordination scope of work. Coordinate efforts with DC Corp and
its other advertising agencies and suppliers to
ensure that, on the whole, the interactive work
performed under this scope of work for each
Stakeholder, including revisions over the model
year, the "look and feel" the navigational design
and the content message is consistent with DC
Corp's Interactive Marketing Strategy and Plan.
E. Advertising advice Provide interactive advertising advice and $ 20,000
direction to DC Corp.
F. Propose Enhancements Included in Section 1C
H. DC Corp Meetings Participate in all DC Corp meetings involving
Organic interactive projects, both internal or
external (for example with DC Corp's other
advertising agencies or other suppliers), or
otherwise relating to the business groups of the
Stakeholders, as needed to accomplish Organic
project deliverables. Participate in interactive
project status meetings, as needed to accomplish
Organic project deliverables. Document each meeting
attended with a written report that identifies the
issues and resolutions discussed and remaining open
issues.
I. Site Standards Propose for approve by Stakeholders, DC Corp Sales $ 15,000
& Marketing and DC Corp Information Technology
Management ("ITM") web standards for all sites and
applications provided under this Agreement,
including site "look and feel" (e.g.,pixel size)
navigational strategy, user interfaces, application
functionality and infrastructure (e.g., N-tier
architecture) and creative content.
J. Hosting Advice/Hosting Cost removed from contract. Organic to provide at $ -
Operations no cost.
K. Shows and Exhibits Provide strategies for shows and exhibits and $ 5,000
delivery mediums (e.g. web site, kiosk, etc.)
featuring DC Corp interactive marketing
technologies. This does not include any
implementation, delivery or out of pocket costs,
including travel.
Combined
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L. Dealer meeting Assist in DC Corp, dealer council, and dealer
presentations meeting presentations regarding interactive
marketing, as needed or as requested by a
Stakeholder. This does not include any out of
pocket costs including travel.
Section 3 Sites and Applications: Design/Navigation-Define functionality for each web
site and application; design "look and feel" of
site or application user interface and design
navigational strategy for web users; develop
technical specifications for each web site and
application.
Build/Test/Pilot/Launch-Create each web site or
application, perform standard Organic testing to
ensure compliance with its specifications, conduct
a pilot test when appropriate and funded by the
stakeholder, and migrate the web site or
application into production in the timeframe agreed
upon with the applicable Stakeholder
Create Proof of Concepts as required by specific
project scope.
Ensure that each web site and application provided
under the Agreement facilitates accurate,
efficient, and effective measurement by DC Corp's
web measurement tool (for example standardized file
names that clearly identify components that should
be counted vs. components that should not be
counted as page views). The DC standard measurement
tool is Andromedia. If DC changes this measurement
tool, costs to modify sites/applications' hooks,
code, and/or naming conventions are outside the
scope of this agreement.
Ensure that each web site and application provided
under the Agreement is compatible with and can be
deployed on DC Corp's Intranet as needed or as
requested by a Stakeholder. Stakeholder must notify
Organic of its intention to place the site or
application within the DC Intranet environment, and
Organic must be provided with full hosting and
software specifications for the Intranet
environment by DCIT.
Ensure that each web site and application provided
under the Agreement can be integrated with the
World Class Customer Support ("WCCS") call center
once Organic is provided with full hosting and
software specifications to the WCCS environment.
Costs for integration of applications and sites
into WCCS that are in existence at the time
standards are finalized and provided to Organic are
outside the scope of this agreement.
Ensure that all web sites and applications provided
under the Agreement can be used internationally
(for example, double-byte enabled). All new
software applications will be developed for
compatibility with double-byte character
databases/data to be provided by DC. International
web sites to be developed in dual language where
identified in scope agreements/statements of work.
Web sites undergoing re-architecture/new
navigational design to be evaluated for multiple
language capability/layout, and recommendations
will be made as to best options for each site to
develop most comprehensive/consistent layout for
international usage. Assumes stakeholder acceptance
of layout recommendations.
Combined
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Ensure that all web sites and applications provided
under the Agreement have overall page layout design
of "top-left anchor" where appropriate and approved
by Stakeholder to adhere to the DC Corp corporate
standard for MY 2001.
For all web sites and applications provided under
this Agreement, adhere to DC Corp then-current
published Web Standards, including as modified from
time to time by DC Corp or otherwise upon
recommendations from Organic under this Agreement.
(The 1998 Web Standards have been made available to
Organic).
Section 4 Infrastructure: Design-Define how DC Corp's internal operations
systems and databases will integrate with
Stakeholder web sites, applications or databases;
and develop technical specifications as necessary.
Build/Test/Pilot/Launch-Create each infrastructure
component, perform standard Organic testing to
ensure compliance with its specifications, conduct
a pilot test when appropriate and funded by the
stakeholder, and migrate into production in the
timeframe agreed upon with the applicable
Stakeholder
Ensure that all infrastructure components provided
under the Agreement can be used internationally
(for example, double-byte enabled). All new
software applications will be developed for
compatibility with double-byte character
databases/data to be provided by DC. International
web sites to be developed in dual language where
identified in scope agreements/statements of work.
Web sites undergoing re-architecture/new
navigational design to be evaluated for multiple
language capability/layout, and recommendations
will be made as to best options for each site to
develop most comprehensive/consistent layout for
international usage. Assumes stakeholder acceptance
of layout recommendations.
Create Proof of Concepts as required by specific
project scope.
For each infrastructure component provided under this
Agreement, adhere to DCCorp' then-current published Web
Standards, including as modified from time to time by DC
Corp or otherwise upon recommendations from Organic under
this Agreement. (The 1998 Web Standards have been made
available to Organic).
Section 5 Database: Design-Define the database structure,
relationships, rules or other constraints; develop
technical specifications as necessary that
integrate with all present and future onsite and
offsite database functions
Build/Test/Load/Pilot/Launch-Create the database
and components necessary for data access, conduct
standard Organic testing to ensure compliance with
specifications, load the database, conduct a pilot
test when appropriate and funded by the
Stakeholder, and migrate the database into
production in the timeframe agreed upon with the
Stakeholder(s).
Coordinate Stakeholder requests regarding database
use, enhancement or potential need for a new
database with DC Corp's Web connect Integration
Manager for final approval.
Combined
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If DC Corp's Web Connect Integration Manager
approves a new database, ensure that each new
database is integrated with all present and future
onsite and offsite database functions. Costs for
integration of new databases into existing systems
is outside the scope of this agreement.
Create Proof of Concepts as required by specific
project scope.
For each database development or enhancement
provided under this Agreement, adhere to DC Corp's
then-current published Web Standards, including as
modified from time to time by DC Corp or otherwise
upon recommendations from Organic under this
Agreement. (The 1998 Web Standards have been made
available to Organic).
Section 6 Support/Maintenance - Design, build, test, pilot and launch ongoing
Software: repair and/or bug fixes after the initial
production rollout of each web site, application,
infrastructure component, universal application
("universals"), database, or other developments, as
needed to adhere to the original agreed-upon
project specifications within a reasonable amount
of time following notification of issue.
Section 7 Data Maintenance - Content Create-Create data or other content as requested by
Stakeholders. (Data is usually created by DC Corp
and its other advertising agencies.)
Maintenance- Update, maintain and refresh data and
other content within the confines of the specific
projects outlined in Category 9.
Section 8 Creative: Create-Create data or other content as requested by
Stakeholders. (Data is usually created by DC Corp and its
other advertising agencies.)
Create Proof of Concepts as required by specific
project scope.
Section 9 Stakeholders and their
Anticipated Services and
Deliverables:
Universals Accelerated Enhanced Develop Enhanced Consumer Experience on the Dodge, $ 950,000
Consumer Experience Chrysler, Plymouth and Jeep web sites that will
(Includes Dealer Locator, more seamlessly integrate the following universal
Comp/Comps, Incentives and applications in a single user session: Dealer
P&E re-architecture) Locator, Competitive Comparisons, Incentives and
P&E.
Fulfillment Maint Perform routine maintenance of Fulfillment $ 95,000
application limited to minor template modification
and necessary application repair to application as
needed. Excludes new functionality.
Fulfillment Migration Migrate fulfillment application from Oracle $ 53,000
platform to IBM UDB. $50,000 Dealer Locator Maint
Perform routine maintenance of current RR-developed
Dealer Locator application limited to minor
template modification and necessary application
repair to application as needed. Excludes new
functionality.
P/E Maint Perform routine maintenance of Price and Equip $ 115,000
application limited to minor template modification
and necessary application repair to application as
needed. Includes functionality modification to
display both 1999 model and 2000 model pricing.
Combined
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26
Incentives maint Perform routine maintenance of Incentives $ 75,000
application limited to minor template modification
and necessary application repair to application as
needed. Excludes new functionality.
Links/Disclaimer Perform routine maintenance of Links/Disclaimer $ 17,500
application limited to minor template modification
and necessary application repair to application as
needed. Excludes new functionality.
Competitive Comparison Perform routine maintenance of Competitive $ 28,000
Maintenance Comparison application limited to minor template
modification and necessary application repair to
application as needed. Excludes new functionality.
Dealer Locator New User Develop customer user interface for web use. DCIT $ 30,000
Interface to provide engineering of Dealer Locator
application, to work in conjunction with Map Info.
Oracle to UDB Conversion See Detailed Statement of Work, Oracle Migration to $ 335,000
DB2 December 15, 1999
UAMS User Access See Detailed Statement of Work, User Access Management $ 255,000
Management System System for Daimler Chrysler July 7, 1999
(Generic Sign-up)
Car Colors Car Colors 00MY and Car Perform additions and/or modification to Brand $ 153,248
Colors Maintenance vehicle images relative to car color availability
as needed. Images to be placed into a central
repository for use by all appropriate venues.
Excludes all placement of images into specific
sites, which would be covered under the appropriate
site maintenance project.
BATS Maintenance Perform routine maintenance of BATS application $ 20,000
limited to minor template modification and
necessary application repair to application as
needed. Excludes new functionality.
BATS Upgrade Modification to BATS to integrate with Andromedia $ 25,000
banner measurement
Evaluate Alternatives to Included in Interactive Marketing Strategy
BATS
Corporate Site Corporate Site Three Page Design and develop static page refresh of three $ 270,000
Refresh and New Site Design core template pages. Discovery and Planning for
Discovery/Planning Corporate Site Redesign.
Corporate site search Discovery and evaluation of a Yahoo-type advanced $ 25,000
engine discovery/evaluation search engine that integrates information from all
of DC Corp's sites.
Corporate Site, Intranet Refresh creative of Corporate Intranet to support $ 45,365
Day 366 (One Year Anniversary.)
Mall of America Mall of America Banner Ads Banner ad development for Mall of America. $ 12,500
Automobility Automobility Site Update Perform routine maintenance to the site, up to and $ 35,429
(Includes Automobility including creation of the Automobility Adaptive
Conversion Locator and Equipment Locator, minor content replacement or
Automobility Maint) repair, graphic image replacement or repair,
technical repair, or limited enhancements
considered by Organic to be routine maintenance.
Automobility 2000 Discovery Discovery into 2000 upgrade/updates to Automobility $ 15,000
site.
BYDV Build Your Dream Vehicle See Detailed Statement of Work, Build Your Dream $ 70,000
Vehicle Website July 6, 1999
Combined
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27
College Grad College Grad Site Update Redesign of the College Grad Site to increase $ 130,000
and Maintenance general awareness of the College Grad program.
Brandize College Grad Incentive Program within the
brand sites through implementation of new College
Grad/Brand pages. Perform routine maintenance to
the site, up to and including minor content
replacement or repair, graphic image replacement or
repair, technical repair, or limited enhancements
considered by Organic to be routing maintenance.
College Grad 2000 Discovery Discovery into 2000 upgrade/updates to College Grad $ 16,750
site.
Aviation Aviation New Look and Feel, See Statement of Work. Perform routine maintenance $ 38,600
Content to the site, up to and including graphic image
repair and technical repair. Does not include
additional content or content modifications after
planned launch of 11/1/99.
Canada Canada Content Maintenance Perform routine maintenance to the site, up to and $ 100,000
(10/1/99 - 12/31/99) including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Canada PT Cruiser Modify domestic PT Cruiser static content for use $ 30,000
in Canadian site.
Canada Content Promotion/ Assemble, provide technical QA, and promote content $ 55,000
Assembly (of XX Xxxxxxx revisions/maintenance of content created by RR
Content 3/15/99 - 9/30/99) Windsor/Cyberplex through 9/30/99
Canada Financial Discovery Modification of domestic Estimator for Canadian $ 17,500
use, Modification of domestic Credit Application
for Canadian use, Creation of database table to
manage e-mail addresses, Modification of e-mail
template with new e-mail address, Porting of vendor
content to DEV environment for integration with
engineering components, Establishing site
structures on DEV, QA, STATUS and PRODUCTION
environments, Integration of design/html components
with engineering components, Porting integrated
content to DCIT for launch, Quality Assurance
Testing. Discovery Phase Only
Canada General Discovery Conduct discovery phase for major stakeholders, $ 192,500
including brands, Mopar, Service and Parts, Fleet,
and Universal applications
Canada Price & Equip See Detailed Statement of Work, Daimler Chrysler $ 70,588
(2 tier launch) Canada Price and Equipment October 3, 1999
Canada Dealer Locator New Develop customer user interface for web use. DCIT $ 18,500
User Interface to provide engineering of Dealer Locator
application, to work in conjunction with Map Info.
Canada GAQ Develop GAQ application utilizing business rules $ 132,000
specific to Canadian market, leveraging concurrent
development with domestic GAQ, utilizing three tier
architecture.
CFC CFC Integration Modify P&E user interface on all brand sites to $ 60,000
more prominently display link to CFC web site.
CFC I-Quote output See Detailed Statement of Work, DaimlerChrylser $ 53,000
Financial Services I-Quote "Account Payoff" module
July 7, 1999
Combined
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CFC 00MY Update Discovery Discovery and Planning Only -- Changing name and $ 80,000
and Planning logo throughout site, consolidate copy into a more
concise layout, partially restructure navigation to
provide ease of use/increased usage of key areas.
CFC Credit Application See Detailed Statement of Work, DaimlerChrysler $ 225,000
Financial Services "I-Credit" Online Credit
Application module October 18, 1999
CFC Maintenance Perform routine maintenance to the site, up to and $ 143,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Chrysler/Plymouth Chrysler Brand 00MY Update See Detailed Statement of Work, DaimlerChrysler $ 450,000
2000 MY Chrysler Brand Web Site June 24, 1999
Chrysler Brand Maintenance Perform routine maintenance to the site, up to and $ 240,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Chrysler
Maintenance includes proposed enhancements to the
PT Cruiser site, coordinate Webspot promotions, and
develop required electronic advertising banners.
Enhance PT Crusiser site Included in Chrysler Maintenance.
Autoshow support sites Perform modifications and updates to the Chrysler $ 60,000
(new launches) and Plymouth web sites for auto show support (2001
MY Vehicle Launch).
Coordinate Webspot Included in Chrysler Maintenance.
promotions
Develop Banner Ads Included in Chrysler Maintenance.
Chrysler Brand 01MY Update Site refreshment and update of content for 2001MY. $ 460,000
(Partial)
Plymouth Plymouth 00MY Update See Detailed Statement of Work, DaimlerChrysler $ 445,000
2000 MY Plymouth Brand Web Site June 24, 1999
Plymouth Maintenance Perform routine maintenance to the site, up to and $ 205,000
(3-15-99 thru 12/31/99) including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Plymouth
Maintenance includes coordination of Webspot
promotions, and development of required electronic
advertising banners.
Coordinate Webspot Included in Plymouth Maintenance.
promotions
Develop Banner Ads Included in Plymouth Maintenance.
DCA DCA Phase I See Detailed Statement of Work, DaimlerChrysler $ 265,000
Academy (DCA) Web Site Programming for
DaimlerChrysler April 14, 1999
DCA Phase II Included in DCA Phase 1 $ 66,000
Dodge Dodge 00MY Update See Detailed Statement of Work, DaimlerChrysler $ 65,000
2000 MY Dodge Brand Web Site July 19, 1999
Dodge Business Link- See Detailed Statement of Work, BusinessLink $ 80,000
Consumer Electronic Communications Plan for Dodge May 17,
1999
Combined
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Dodge Maintenance Perform routine maintenance to the site, up to and $ 295,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Dodge
Maintenance includes Dodge Islands of Adventure,
Dodge Animal Xxxxx.xxx, Dodge online links, Dodge
Concept Vehicles, coordination of Webspot
promotions, and development of required electronic
advertising banners.
Dodge Quad Cab See Quad Cab Customer Contact Plan $ 180,000
Dodge Banner Ads Included in Dodge Maintenance.
Dodge Islands of Adventure Included in Dodge Maintenance.
Dodge Animal xxxxx.xxx Included in Dodge Maintenance.
Dodge online links Included in Dodge Maintenance.
Dodge Car Colors Included in Car Colors.
An 84 Screen Saver Included in Quad Cab.
Dodge Concept Vehicles Included in Dodge Maintenance.
Dodge email Design and develop up to twelve outbound e-mail $ 45,000
communications to distribution list provided by DC
CRM systems.
Dodge catalog strategy Develop a strategy for an online eCatalog system. $ 30,000
Dodge Ecommerce Develop customer user interface for e-commerce $ 60,000
application for Dodge based upon existing DC/IBM
back end solution.
Dodge Webcast See Detailed Statement of Work, Dodge Different $ 49,688
Webcast for Dodge September 23, 1999
Dodge NHL Auction See Detailed Statement of Work, XxxxxXXXXxxxxxx.xxx $ 244,500
December 23, 1999
Five Star Five Star Maintenance Perform routine maintenance to the site, up to and $ 15,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Five Star Training Tracker Perform routine maintenance to the site, up to and $ 30,000
Maint/Enhancements including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Five Star Consumer See Detailed Statement of Work, Five Star Consumer $ 20,000
Enhancements Web Site June 30, 1999
Five Star Dealer Enhance the dealer site by adding expanded $ 60,000
Enhancements requirements section and integrating performance
tracking, forms download, training analysis and
workshop status, rewards and recognition,
advertising, e-mail, and link to Get a Quote.
Fleet Fleet Strategic Direction/ See Detailed Statement of Work, Fleet Statement of $ 30,000
Discovery Work - Discovery Phase July 8, 1999
Fleet Operations Included in Fleet Strategic Direction/Discovery $ 170,000
Enhancements
International International Coordination Development of international guidelines and $ 250,000
and Communication standards to include U.S. Maint. Of communication
plan. Creation of international markets metasite
and coordination tool. Excludes any outside costs
for legal or other consulting services relative to
privacy statement and/or data ownership/transport
issues.
Combined
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30
International AMESA AMESA Phase II Site Launch Build market specific web content expanding vehicle $ 130,000
content for seven major markets.
AMESA Maintenance Perform routine maintenance to the site, up to and $ 30,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Includes monthly
update of in-market Dealer lists; electronic dealer
data to be supplied by market.
AMESA Neon 2000 Launch See Detailed Statement of Work, DaimlerChrysler $ 71,500
AMESA Regions Chrysler PL2000 Neon Update June 27,
1999
AMESA WJ Launch Develop WJ vehicle content for seven major markets $ 66,000
following existing Phase II template design.
International APO APO Phase II Site Build market specific web content expanding vehicle $ 100,000
Launch/Database content for four major markets.
APO Maintenance Perform routine maintenance to the site, up to and $ 30,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Includes monthly
update of in-market Dealer lists; electronic dealer
data to be supplied by market.
APO Neon 2000 Launch See Detailed Statement of Work, DaimlerChrysler APO $ 27,500
Regions Chrysler PL2000 Neon Update June 27, 1999
APO WJ Launch Develop WJ vehicle content for four major markets $ 38,500
following existing Phase II template design.
International In Market Strategy and Research and create integrated, market-based plans $ 100,000
Europe Research that include, but are not limited to, short-term
and long-term strategies, technical imperatives,
and business imperatives.
Europe e-mail Fulfillment Capture handraiser names/email/ and CRM questions $ 12,500
in exchange for catalogs and/or incentives and/or
additional information. A French and English
version will be offered.
Europe PT Cruiser Leverage the 1999 domestic PT Cruiser site and $ 6,500
develop a PT Cruiser gateway for Germany, France,
Austria, Belgium, Netherlands, Italy, U.K., Spain,
Norway, Sweden, and Switzerland.
Combined
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31
International Mopar International Mopar Sites This project will introduce the International $ 27,800
Jeep/Chrysler/Dodge community to the
Mopar brand.
Asia Pacific
a. Australia - English(*)
b. Taiwan - Simplified Chinese(*)
c. Japan - Japanese
AMESA
a. Argentina - Spanish
b. Brazil - Portuguese(*)
c. Venezuela - Spanish
e. South Africa.
Jeep Jeep Camp Jeep (Phase 1) Develop Jeep web site content promoting the Camp $ 80,000
Jeep event.
Camp Jeep Phase 2 Develop Jeep web site content highlighting a $ 60,000
retrospective of the 1999 Camp Jeep event.
Jeep Site Maintenance Perform routine maintenance to the site, up to and $ 305,000
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Jeep Maintenance
includes upgrade to multi-media showcase section,
upgrade to heritage section, update to peak driving
section, upgrade to Jeep 101, coordination of
Webspot promotions, and development of required
electronic advertising banners.
Jeep 00MY Update Develop and implement 2000MY Jeep Brand Web Site $ 630,000
refresh and changes.
Jeep Ecommerce Develop customer user interface for e-commerce $ 60,000
application for Jeep Provisions. Includes updating
of product information for 00MY line.
Jeep Jamboree Extend the Jeep Jamboree section within About Jeep $ 118,400
and provide additional functionality for Jeep
enthusiasts. Build new Jeep Jamboree site/section.
Jeep Brand 01MY Update Site refreshment and update of content for 2001MY. $ 750,000
(Partial)
Mopar Mopar Accessories Maint Perform routine maintenance to the site, up to and $ 41,800
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Mopar Maintenance Products Develop new section of Mopar site to include $ 100,000
display of maintenance products, national
promotions, maintenance schedule, vehicle care
products, and tips on how to maintain vehicle
integrity.
Mopar Accessories 00MY Design and develop new Mopar Accessories templates $ 235,000
consistent with the 00MY brand sites, one time data
pull of approx. 500 accessories.
Mopar Accessories Modifications to the Mopar Accessories site which $ 350,000
Re-architecture will be necessitated by the re-architecture of
applications to a three tier format.
Mopar Retail Service Develop and implement new segment (point of sale $ 50,000
Marketing coupon program)
Combined
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32
Mopar Wholesale Marketing Discovery only - completed. Planning/Prod/Launch $ 32,000
postponed to 2000. Develop and implement new
segment (point of sale coupon program)
Mopar "Get-An-Accessory" Discovery and preliminary planning for development $ 70,000
discovery and planning of an application that will allow consumers to
configure accessory purchase in conjunction with
GAQ process.
Mopar Collision Repair Develop a new site segment and update Collision $ 55,000
Repair content to coincide with new marketing
strategy.
PSE PSE Site Maint Perform routine maintenance to the site, up to and $ 27,500
including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance. Includes
quarterly update of product and pricing info.
Retail Strategies GAQ Maintenance Perform ongoing maintenance, updates, reporting and $ 425,000
GAQ planning. Integrate self editing drop boxes on Step
1 - vehicle config. Add questions to become CRM
compliant. Begin to plan/develop links to P&E,
DCFS, etc.. Assist in development of Best Practices
training with DCA. Co-develop/deliver measurement
tool with DCIT and MSX, Plan next generation Dealer
Interface. Coordinate with PentaCom for GAQ media
plan, and Data integration into IMC/COIN format.
GAQ Re Architect See Detailed Statement of Work DaimlerChrsyler $ 675,000
GetaQuote Rearchitecture Project July 29, 1999
GAQ Phase II Enhancements Investigate, define and prioritize Phase II $ 247,500
enhancements for 4th quarter cy99.
Dealer Leads Develop web based dealer lead application to work $ 324,500
in conjunction with Siebel and IMCC databases.
Dealer Dealer Web Network Vendor Evaluation and discovery activities $ 120,000
Discovery
Owner Owner Discovery Discovery of ownership requirements and processes, $ 550,000
features, functions and applications; Benchmarking
competitive and other sites; Identify portal or
channel partners for test sites; Focus groups with
owners, customers and dealers; Budget, schedule and
SOW development for pilot site development.
Base Pages Dealer Base Pages Perform routine maintenance to the site, up to and $ 35,000
Maintenance including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Dealer Base Pages Enhance dealer pages. Integrate new dealer $ 25,888
Enhancements/Map Info locator/map info into process, and Work Dealer Sites
into Ownership Process/Corporate - Brand Sites.
Service Contracts Service Contracts Perform routine maintenance to the site, up to and $ 12,500
Maintenance including minor content replacement or repair,
graphic image replacement or repair, technical
repair, or limited enhancements considered by
Organic to be routine maintenance.
Service Contracts Discovery See Detailed Statement of Work, Service Contracts $ 24,000
Statement of Work - Discovery Phase June 7, 1999
Service Contracts Site Redesign and enhance existing Service Contracts $ 136,000
Redesign and Enhancements site as defined through discovery phase outlined
above.
Combined
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33
Tech Authority Tech Authority Ecommerce Modify the internally created site to use the DC $ 97,000
Corp Ecommerce backbone.
Vendor Selection and Web Includes participation in the vendor selection $ 400,000
Self-Service, Web Mail and process and the development and launch of the Web
Base Infrastructure. Self-Service web site. Discovery and planning for
the Web Mail and Base Infrastructure pieces are
included in this amount. The balance of this work
will need to be completed as a part of next year's
budget.
Kiosk Kiosk Next Gen and April See Detailed Statement of Work, Kiosk Next Gen and $ 226,000
April
Kiosk July Update See Detailed Statement of Work, Multi-Purpose Kiosk $ 260,000
Program (MPK) 1999 Calendar Year Maintenance and
Support July Release for DaimlerChrysler June 2,
1999
Kiosk 2000MY Creative Provide creative/assets for 2000MY Kiosk $ 200,000
EPIC EPIC Interface See Detailed Statement of Work, Electronic Product $ 28,250
Information Center (EPIC) Creative Design for
DaimlerChrysler June 17, 1999
TOTAL $ 16,484,306
Combined
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34
EXHIBIT B
(PERFORMANCE CRITERIA)
22.
35
EXHIBIT C
(198 PROCEDURES)
23.
36
GEN007: Advertising Legal Review Requirements
CPG GEN007 - Advertising Legal Review Requirements - Formerly CP #198
Revision Date: 06/08/95 Issue Date:
Compliance with the requirement to review and assure the accuracy of all
statements and representations used in advertising.
1.0 PURPOSE
This procedure sets forth the methods to be used to review the Corporation's
advertising in order to assure that any statements and representations made in
advertising are accurate and properly substantiated.
2.0 ORGANIZATIONS AFFECTED
This procedure applies to all activities with the Corporation that are
involved with the development and review of advertising. It also applies to
the advertising agencies employed by the Corporation to develop, create and
implement advertising.
Specific organizations affected include:
Controller's Office
Engineering
Environmental & Energy Affairs
Fleet Operations
Marketing and Communications
MOPAR Parts
Office of General Counsel
Product Design Office
Product Planning
Vehicle Compliance & Safety Affairs
Warranty
3.0 DEFINITION - Advertising
Advertising is defined as a commercial message of any kind whether in print
(e.g. newspaper, magazine, leaflet), broadcast (e.g. television, radio or public
address systems), or electronic media, and sales promotion and merchandising
materials (e.g. direct mail, catalog or interior or exterior dealership signage
or display), which are shown to or otherwise made available to a consumer.
The definition of advertising does not include press releases, and speeches.
However, any material that is intended to convey a product message apart from
its main purpose must be reviewed as though it were advertising.
For purposes of this procedure, the term advertising does not include any legal
notices.
4.0 GENERAL INFORMATION
4.1 General Information
The law requires that advertising materials be based only upon information
37
that is true and that any statements or representations be substantiated prior
to being made.
Responsibility for the review of the advertising of the various corporate
activities to assure compliance with the foregoing is listed on Exhibit 6.1,
except for personnel advertising for employment purposes.
4.2 Providing Information to Advertising Agencies
The responsible advertising or merchandising manager arranges for the agency to
obtain from various corporate sources information that may be of value in
creating advertising copy. The advertising agency may also obtain information
from independent sources, including data on competitive product and performance
results.
4.3 Compilation of Supporting Data
Certain claims that are to be used may require a great deal of data and
analysis. The advertising agency will coordinate the compilation of the
supporting documents for such claims, and will advise the advertising or
merchandising manager which claims have been cleared for use.
5.0 INSTRUCTIONS
5.1 Circulating Advertising Material for Review
5.1.1 Prior to and during each model year, the advertising agencies will request
corporate information sources to provide the kinds of information that can be
utilized as references in the development of advertising copy and claims. The
advertising agencies will circulate the copy and/or claims developed for use
among the affected activities, including those areas which provided the initial
source of information being utilized; the advertising agencies will include a
form entitled "Request for Clearance of Advertising Claims" to obtain the
signatures verifying that the source of the information has the data to support
the claim (i.e. that the source of the information has a reasonable basis,
including test data, upon which to verify that the claim is true).
5.1.2 Prior to submitting advertising material to the appropriate department for
review, the advertising agency will cross-reference each claim with the source
of material upon which it is based. A "Request for Clearance of Advertising
Claims" form will be addressed to each of the areas that provided the
information on which the claims are based. The text containing the claims, which
are of concern to each reviewer, will be circled upon his/her copy of the
advertisement and reproduced copies of documents from which the claim is derived
will be attached. (The copy submitted to the Office of the General Counsel will
have all claims circled.) The request for clearance form will list the page
numbers of the copy that contain claims or concerns to the particular reviewer.
In addition to specific claims review, information copies of the advertisements
are also to be provided to the Engineering Office, Product Design Office and
Product Planning Office and Vehicle Compliance & Safety Affairs.
5.1.3 The approval of a claim at one point in time during the model year
38
will not require the claim to be resubmitted for approval at a later date, if
the advertising department has a reasonable basis to determine that the
substantiation for the prior approval remains. However, the claim must be
resubmitted to the Office of General Counsel (preferably directed to the
attorney who initially cleared the claim for use) indicating the desire to reuse
the claim as well as any new circumstances that might affect the claim.
The standard of review may vary according to the intended use of the
advertisement. A statement made in a salesperson training film may be acceptable
for salespersons, but not for consumers. Thus, approval of an advertisement
claim in one instance may not mean that the claim is approved for all purposes -
this review procedure must be conducted again.
5.1.4 Advertising agencies will use no claim, comparison, or other statement of
fact that is not based upon documented information, unless they have made
arrangements in advance to have the supporting data developed before the
advertisement is circulated for clearance.
5.1.5 The advertising agency will establish a "reply required date" and note it
upon the "Request for Clearance of Advertising" forms. The "reply required date"
will be no less than 5 business days, unless the advertising or merchandising
manager submits a special request for a shorter review period.
5.1.6 Any information that is preliminary in nature, including any engineering
preview books, must be so identified and can not be used as the basis of any
advertising claims.
5.2 Review of Proposed Advertising Material
5.2.1 Each area that reviews proposed advertising material (as set forth Exhibit
6.2) will verify it has sufficient information in its files to substantiate the
documents the agency used as a basis for the claim. The reviewer's signature
opposite the page number and the "Request for Clearance of Advertising" form
signifies that the person signing will be able to provide data to support a
claim if requested. When reviewers are not able to support a claim because of
its content or context, this should be so noted on the Request for Clearance
Form.
For all Automotive Advertising
5.2.1.1 The Engineering Office reviews any claim or statement of fact which is
based upon documents provided by or information obtained from that office. This
information may include but is not limited to the following:
AAMA specifications
Design information
Engineering feature books
Engineering standards
Licensing data
Test data
5.2.1.2 The Product Planning Office reviews all claims to assure the model
applicability of styling and engineering features, the appropriateness of
product content and merchandising emphasis, and the proper use of the
39
terminology used to describe product concepts (other than engineering
nomenclature).
5.2.1.3 The Product Design Office reviews advertising material for accurate
graphic or verbal description of styling features, accents or other styling
characteristics.
5.2.1.4 The Vehicle Compliance and Safety Affairs Office reviews in the case
of any statements related to vehicle safety or emissions production or other
regulatory compliance requirements.
5.2.1.5 The Engineering Office reviews in the case of any statements related
to manufacturing operations or vehicle safety compliance as well as claims
related to quality practices or experiences.
5.2.1.6 Subsidiary operations (e.g. Chrysler Canada Ltd.) reviews in the
case of any statements related to subsidiary operations.
5.2.1.7 Controller's Office Product and Cost Analysis reviews for approval and
provides documentation for all claims related to price implications and
validates these claims for accuracy indicating any restrictions as to timing
for a particular ad.
5.2.1.8 The Service Division reviews for approval of all service-oriented
advertising claims or advertising claims related to warranty practices.
5.2.1.9 The Parts Division reviews for approval of any MOPAR parts claims.
For All Automotive and Non-Automotive Advertising
5.2.1.10 Advertising material containing references of a general nature not
related directly to any of the above or to any specific corporate activity is
reviewed by the responsible advertising manager. He/she is responsible for the
clearance of all claims involving comparisons with competitive products when
the competitive data is obtained from a non-corporate source.
5.2.1.11 Office of General Counsel reviews all advertising for apparent legal
flaws and provides opinions as to whether all of the material that might be
considered a claim is identified and whether the substantiation is acceptable.
They also comment upon the nature and degree of risk involved in each
advertisement.
5.2.2 Immediately upon receiving a "Request for Clearance of Advertising"
form, reviewers should determine if they will be able to meet the "reply
required date." If the date indicated cannot be met, the advertising or
merchandising manager should be contacted so that suitable alternate
arrangements can be made.
5.2.3 Upon completion of the reviews described above, the responsible
advertising or merchandising manager reviews the comments with the agency and
provides guidance relative to the resolution of the comments.
Each advertising agency is responsible for maintaining in numerical order a
copy of each approved advertisement along with all signed Request for
Clearance forms. Each of the reviewers of the advertising material must
maintain files of the data used to support their signed Request for
40
Clearance forms.
5.3 Final Review
Upon obtaining final approval from all affected activities, the advertising
agency reviews the complete file with the advertising or merchandising
manager. A Summary of Claim Reviews sheet is used for this purpose. Prior to
authorizing the use of the ad, the advertising or merchandising department
determines that signed clearances have been obtained from all the activities
referenced above and that signed Request for Clearance forms are available in
the advertising agency office files; this is accomplished by reviewing a
Summary of Claim Reviews sheet cross-referenced to the proof of the
advertisement. The advertising or merchandising manager authorizes in writing
the use of the advertising material based upon the final review.
5.4 Non-Automotive Advertising
All other advertising must be subject to reviews similar to car and truck
advertising. Activity heads responsible for such advertising must assure that
adequate evidence is available to support all claims, comparisons, and other
statements of fact. Local procedures must be developed that achieve results
comparable to the method described here. This is particularly important in the
case of advertising which is for the purpose of seeking new dealers or
distributors for our various products.
5.5 Retention Requirements
Each of the reviewers of advertising material must maintain files of Request
for Clearance forms in advertisement number order (internal agency number).
Each advertising agency is responsible for maintaining in numerical order a
copy of each approved advertisement along with all signed Request for
Clearance forms.
5.6 Conflicts or Change of Procedures
Any changes to the requirements contained in this procedure must be reviewed
with the Office of the General Counsel prior to its implementation or use. Any
other concerns involving this procedure should also be reviewed with the
Office of the General Counsel.
6.0 Exhibits
6.1 Advertising and Merchandising Departments Having Responsibility for
Compliance
6.2 Chart of Responsibilities for the Content of Automotive Product
Advertising Claims
