Exhibit 10.22
March 7, 1997
Xxxxxxx XxXxxxx
President
Streamline, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxx,
We're very excited about working with you as your technology partner to help
create an array of capabilities to support Streamline's multi-channel strategy.
This letter will serve to confirm our mutual understanding of the services Elm
Square Technologies, Inc. (hereafter "Elm Square") will provide Streamline, Inc.
(hereafter "Streamline").
The parties to this agreement are Elm Square Technologies, Inc. with a primary
business address of Three Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 and
Streamline, Inc. with a primary business address of 00 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxxxx 00000.
SCOPE AND DELIVERABLES
Elm Square will create a World Wide Web-based customer support system for
Streamline, Inc. that will perform the following basic functions:
- customer order processing
- customer service
- interactive marketing
The system will be designed to capitalize on the unique capabilities of WebTV
and it will be able to operate in any HTML environment including traditional
browsers. The system project will be organized in five consecutive releases.
Although each release will feature an array of capabilities, they will broadly
represent the following levels of functionality:
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RELEASE 1 - BASIC ORDER PROCESSING
The goal of Release 1 is to provide Web-based ordering that clearly exceeds the
capabilities offered by competing services.
WEB SITE
- Personalized market page
- Creation and modification of orders covering all products and services
- Creation and modification of personal lists
- Product browsing including category drill down
- Product search using free-form text and fielded text
- Current order status display
- Limited account information and maintenance
- Offline customer service & FAQ
SYSTEM INFRASTRUCTURE
- Web server
- Database server
- Customer database
- Extended UPC database
RELEASE 2 - ADVANCED ORDER PROCESSING
This release extends the order processing and account management capabilities.
WEB SITE
- Auto-replenishment
- Review and update customer profile
- Customer preferences
- Complete account information and maintenance
- Automated customer service triage and responses
RELEASE 3 - INTERACTIVE MARKETING
This release introduces the ability to perform certain marketing activities
(incl. sampling and other promotions) based on customers' unique demographic
attributes and prior purchase activity.
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WEB SITE
- Actionable billboards (web banners that support direct purchasing)
- Personalized opportunities (customer specific sales propositions)
- Web-presence site (core marketing page, etc.)
- Realtime customer service
RELEASE 4 - AUTOMATED INVENTORY AND ORDER PROCESSING SUPPORT
This release automates the manual interfaces with other Streamline systems,
including the systems used to manage the CRC and the enterprise financial
reporting.
SYSTEM INFRASTRUCTURE
- Integration of the inventory management system
- Integration of the enterprise management system
RELEASE 5 - FULL CHANNEL ADVERTISING SUPPORT
Based on the availability of functional capability within the WebTV device
(Sony), this release will support limited full motion video promotions.
WEB SITE
- WebTV Full Motion Video
Each release will be customer-ready and with the intent of installation in some
or all of the test market homes. In the first three releases described above,
communication with inventory management / order fulfillment activities will be
accomplished through a printed order summary sheet. The final design of each
release will be determined by the joint design team.
The associated file management system (database) will contain customer profiles,
personal shopping information & lists, and complete transactional history
including all support service interactions. To the extent that it is
economically viable, the system will also maintain full UPC coded product
information, including descriptions, prices, brand and product images,
nutritional information and product ingredients.
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SERVICES TO BE PROVIDED
Elm Square will provide the following services:
- strategic technical leadership,
- systems integration,
- project management,
- software design and development,
- platform selection,
- network design and supervision, and
- external supplier management.
FEES, EXPENSES AND TERM
This agreement shall be in force for ten months commencing March 1, 1997 and
ending December 31, 1997. A monthly fee of $125,000.00 shall be received from
Streamline at Elm Square on or prior to the last regular business day of each
month. These fees will cover the following items for the term of this agreement:
- Elm Square personnel associated with the development activity
- travel expenses for Elm Square personnel
- network support hardware for the development activity
- all telecommunications to and from Elm Square
- all licenses and fees for software and information used in this
application
CONFIDENTIALITY
Elm Square shall render undivided loyalty and allegiance to Streamline in
relations to its obligations under this agreement. Elm Square shall not, at any
time, without prior written consent of Streamline, disclose to any third party
any Confidential Information. Elm Square shall keep such information secret and
confidential and shall take reasonable precautions to prevent any unauthorized
use or disclosure of the Confidential Information.
For the purposes of this agreement, "Confidential Information" means any of
Streamline's information, whether of a technical, business or other nature,
including but not limited to, information which relates to Streamline's trade
secrets, products, promotional materials, developments, proprietary rights or
business affairs. Confidential Information does not include any information
that:
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(a.) was in the public domain at the time of Streamline's communication thereof
to Elm Square, or was entered into the public domain through no fault of Elm
Square subsequent to the time of Streamline's communication thereof to Elm
Square;
(b.) was developed by employees or agents of Elm Square independently of and
without reference to any of Streamline's information or other information that
Streamline has disclosed in confidence to any third party; or
(c.) is subject to disclosure pursuant to an order, decree, subpoena or other
validly issued judicial or administrative proce-
OWNERSHIP
All systems specifically designed and developed for Streamline shall remain the
property of Streamline. This shall include, but not be limited to, all
externally purchased creative designs and proprietary information contained
within the associated file management systems. Elm Square will retain ownership
rights to any and all hardware systems utilized on Elm Square's premises.
CANCELLATION
Streamline may terminate the contract at any time by providing two months
written notice to Elm Square. The actual date of termination will be the same
day of the month two months later that written notice was given, and the final
month's payment will be prorated based on that date. For example, notice given
on May 20, 1997 would result in a termination as of July 20, 1997 and the July
payment would be 20/31 of $125,000.00.
NOTICES
All notices, communications and payments which are required under this agreement
or which the parties agree to provide each other shall be in writing to the
respective individuals and addresses below unless notified in writing of an
alternate address.
GOVERNING
This agreement, and all rights of the parties thereunder, shall be governed by
the laws of the Commonwealth of Massachusetts.
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If you are in agreement with the terms and conditions as outlines above, please
sign one copy of the letter in the space provided and return it to us.
Sincerely,
/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
President
Elm Square Technologies
Three Dundee Park
Andover, MA 01810
The foregoing is hereby accepted by Streamline, Inc.
Xxxxxxx XxXxxxx
President
Streamline, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Signature: /s/ Xxxxxxx X. Xxxxxxx
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Date:
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