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USWeb / Intel - Relationship Agreement
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Intel - USWeb Relationship
This Agreement ("Agreement") is entered into effective as of November 7, 1997 ("Effective Date") by and between USWeb Corporation ("USWeb"), a Delaware corporation, having an office at 2880 Lakeside Drive, Santa Clara, CA 95054, ("USWeb") and Intel Corporation, a Delaware corporation, having an office at 2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. ("Intel").
Intel and USWeb hereby agree as follows:
1. Intel/USWeb Advisory Committee: The purpose of this Agreement is to
------------------------------ initiate and foster an effective, collaborative, working relationship between Intel and USWeb under the terms hereinafter set forth. In furtherance of this objective, the parties agree to immediately establish a joint advisory committee ("Advisory Committee"). The Advisory Committee will consist of six members, with each party designating three representatives. The purpose of the Advisory Committee will be to oversee the development and implementation of the initiatives contemplated under this Agreement and, correspondingly, the expenditure of budgetary items in an amount of $2,500,000, of which $2,000,000 shall be funded by USWeb and $500,000 shall be funded by Intel. The expenditure of such budgetary items shall be allocated as set forth in a letter from Intel to USWeb (the "Intel Letter") that Intel will deliver to USWeb on or before 35 days after the Effective Date, provided that Intel may extend the deadline for delivery of the Intel Letter for a reasonable period of time.
The parties recognize that, periodically, adjustments to the planned initiatives, consistent with their mutual interests, may be appropriate. Accordingly, the parties agree that the Advisory Committee shall meet on a regular basis, as circumstances warrant, but no less than quarterly, and that at least two representatives of each of the parties will attend the meetings in person or by conference call. Any changes to matters set forth in the Intel Letter subsequent to the date it is delivered to USWeb must be approved by the Advisory Committee.
2. Dedicated Intel Program Manager: Intel will assign a dedicated program
------------------------------- manager to the USWeb account to ensure that all agreed-upon activities outlined in this Agreement are fully implemented to the reasonable satisfaction of both parties.
3. Business Solutions. Intel is seeking to promote, in collaboration with
------------------ USWeb, the development and deployment of web-enabled, end-to-end Business Solutions ("Business Solutions") that utilize high-end Intel Architecture ("IA"). The type, character and number of these Business Solutions will be as determined by the Advisory Committee from time to time but including the
Intel Confidential Business Solutions set forth in the Intel Letter.
3.1. In order to achieve these Business Solutions objectives, the
Advisory Committee will seek to identify Business Solutions that
run on high-end IA as the Advisory Committee deems appropriate
but including the Business Solutions designated in the Intel
Letter to be completed by the dates set forth therein. The Intel
Letter shall specify the schedule for developing and deploying
the Business Solutions and actions to be taken by the parties to
facilitate the development and deployment of the Business
3.2. USWeb agrees to incur costs in an aggregate amount set forth in
the Intel Letter, such amounts to be incurred in developing and
deploying all of the Business Solutions, including business,
sales and marketing plans for the Business Solutions. USWeb shall
incur approximately the same amount for each Business Solution.
3.3. All deadlines under this Agreement shall be extended to
compensate for any delays approved or caused by the Advisory
Committee or by Intel. USWeb and Intel will mutually determine
those ISVs and other vendors, including, but not limited to,
hardware and software vendors, that will provide products and/or
services in connection with the development and deployment of the
Business Solutions. The structure and terms of these
relationships with third-party vendors will be determined by
mutual agreement of the parties.
3.4. The Advisory Committee will analyze the success of each Business
Solution and determine appropriate adjustments to the program on
all levels (e.g. corporate, field offices and vendor relations).
3.5. Intel will designate a representative who will participate in
USWeb's Business Solutions Group practice on an ongoing basis to
work with USWeb and the Advisory Committee in an effort to define
and identify those solutions which shall comprise the Business
Solutions and to provide input during the implementation of those
Business Solutions that are selected.
3.6. USWeb grants to Intel, during the term of this agreement, for
marketing purposes only, a royalty-free license to display
publicly all Business Solutions developed by USWeb, and to
display and distribute publicly screen shots and other digital
images of the Business Solutions. USWeb will cooperate with Intel
in providing, developing and supporting demos.
Intel Confidential
3.7. Except for the licenses granted in this Section, USWeb shall own
all title to, and interest in, the Business Solutions, including,
without limitation, all patents, copyrights, trademarks and trade
4. Technology Showcase. USWeb will showcase the Business Solutions in USWeb's
------------------- Internet Strategy & Solutions Center ("Center"), and shall otherwise establish IA as an internet/intranet/extranet platform for delivering business solutions to corporate customers in the Center in accordance with guidelines to be set forth in the Intel Letter.
4.1. USWeb agrees to exercise substantial efforts to promote Intel at
the Center. To this end, USWeb agrees to expend such amounts
within such timeframes as shall be set forth in the Intel Letter
in connection with marketing efforts related to the Center and
specifically designed to promote Intel and the Intel brand,
including signage and displays of Intel logos, joint press
activities, and distribution of Intel material. The Intel Letter
shall also address the types of demos that will be demonstrated
on the Advanced Internet Technology Showcase of the Center.
4.2. Intel shall have the right to participate in the Center's web
site. Participation will include, but not be limited to, links to
the Intel home page and specific columns, as determined by the
Advisory Committee.
4.3. Intel shall have a right of first offer whereby Intel may sponsor
the SiteCast production studio.
5. ISV Networking. USWeb will evaluate and use, unless prevented by non-
-------------- suitability, software solutions from ISV's who are optimizing their products for IA.
5.1. USWeb and Intel, under the guidance of the Advisory Committee,
will develop a plan to jointly introduce ISV's at venues and
tradeshows such as Internet World and other selected forums.
5.2. Each party will evaluate and use, where appropriate, software
solutions from strategic ISVs identified by the other party.
5.3. Each party agrees to highlight and market the advantages of ISV's
recommended by the other party and selected for solutions.
Intel Confidential 6. SiteCast Program, Joint Marketing Program and Other Activities.Through a
-------------------------------------------------------------- collaborative effort, USWeb and Intel will pursue joint marketing goals. In order to identify and achieve these goals, within forty five (45) days following the Effective Date, USWeb and Intel, under the guidance of the Advisory Committee, will develop a detailed joint marketing plan ("Marketing Plan"). The Marketing Plan, subject to the terms of the Intel Letter, will delineate specific initiatives and objectives on a quarterly basis and will address, among other things, two major programs, namely, the SiteCast Program and the Joint Marketing Program, both of which are described below. The Advisory Committee shall review the Marketing Plan at its regular meetings, and as circumstances warrant, will adjust the Marketing Plan, periodically, as the Advisory Committee deems appropriate, and the Marketing Plan will include such specific budget allocations of the parties as shall be set forth in the Intel Letter.
6.1. SiteCast Program
6.1.1. Intel will be granted sponsorship of certain of the
next 12 SiteCast episodes produced by USWeb. The Intel
sponsored SiteCast episodes will be developed and
produced by USWeb using funds from the Marketing Plan
which are earmarked for this purpose in accordance with
the Intel Letter. As to each of these episodes, Intel's
sponsorship shall include the display of distinct Intel
images. The number of SiteCast episodes sponsored by
Intel and the number, type and character of the images
displayed shall be as set forth in the Intel Letter.
These images will be the appropriate Intel logo(s), as
selected by Intel. The Advisory Committee shall be
responsible for evaluating the success of the SiteCast
episodes, and commitments shall be adjusted by
agreement of the Advisory Committee. Sponsorship shall
include the display of the Intel images, under the
terms described in this Section, as well as the
associated SiteCast Flash Presentations.
6.1.2. Intel shall receive co-branded positioning (as defined
above) on all episode promotions on the SiteCast Web
site. This includes all web pages related to the
promotion of the SiteCast episode, including prominent
home page promotion.
6.1.3. The Intel sponsored SiteCast episodes will be broadcast
on future dates within a time frame set forth in the
Intel Letter;
Intel Confidential
provided, however, that the period may be extended by
the Advisory Committee should USWeb require additional
time to fully implement the SiteCast program.
Notwithstanding the foregoing, a minimum number and
deadline with respect to the Intel sponsored SiteCasts
may be designated by Intel in the Intel Letter.
6.1.4. Intel will be allowed to have a guest speaker on two
SiteCast episodes from January 1998 to December 1998,
which episodes may be in addition to those sponsored by
6.1.5. The parties will jointly engage in press activity and
press introduction of the SiteCast Program. Th...
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