Strategic Alliance Agreement

EXHIBIT 10.8


STRATEGIC ALLIANCE AGREEMENT


This Strategic Alliance Agreement ("Strategic Alliance" or "Agreement") is made and entered into as of the 20th day of April, 2000, by and between Click Commerce, Inc., a Delaware corporation ("Click") and Andersen Consulting, LLP, an Illinois Limited Liability Partnership ("Andersen Consulting") on behalf of and for the benefit of all entities throughout the world comprising the Andersen Consulting worldwide organization (i.e., any Andersen Consulting entity having a Member Firm Interfirm Agreement with Andersen Worldwide or any successor entity to Andersen Worldwide, or any other entity controlling, controlled by or under common control with such an entity or a partner of Andersen Worldwide or any successor entity) (the "AC Affiliates").


RECITALS:
---------


WHEREAS, Andersen Consulting has developed a substantial reputation and goodwill in the field of providing consulting services under the ANDERSEN CONSULTING service mark (together with its logos and other intellectual property relating thereto, the "Andersen Consulting Mark");


WHEREAS, Click has developed a substantial reputation and goodwill in the field of computer software solutions and related consulting services under the CLICK, CLICK COMMERCE and CLICK INTERACTIVE trademarks and service marks and is pursuing protection of the trademark ENTERPRISE CHANNEL MANAGEMENT (together with its logos and other intellectual property relating thereto, the "Click Marks").


WHEREAS, Andersen Consulting and Click believe that by working together to jointly enhance their products and services offering in the e-commerce area they will be able to achieve mutual and independent success in the marketplace as a result of promoting Click's products and services and Andersen Consulting's services to their respective clients. It is therefore the desire of Andersen Consulting and Click to work together in a strategic alliance to jointly market Click's products and services and Andersen Consulting's services.


Now, therefore, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Click and Andersen Consulting hereby agree as follows:


ARTICLE I - PURPOSE
-------------------


1.1 Strategic Alliance Business Goals. The purpose of this Strategic
--------------------------------- Alliance is to achieve mutual and independent success in the marketplace through the promotion of Click products and services and Andersen Consulting services. In this regard, it is the intention of Andersen Consulting and Click to work together to achieve the following joint business goals: (i) market and sell Click products and services to Designated Customers (as defined herein), (ii) market and sell Andersen Consulting services to Designated Customers and Click accounts; and


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(iii) design and develop mutually agreeable marketing materials, such as white papers, industry and product analyses and other similar collateral materials, and develop and implement mutually agreeable marketing strategies tailored to the needs of the Designated Customers. It is the intention of the parties hereto that with respect to any third party that is determined to be a Designated Customer pursuant to the terms of this Agreement, all Click software, products and services provided to such Designated Customer, by either of Andersen Consulting or Click, either independently or in conjunction with another party, shall be provided pursuant to this Agreement (except as otherwise specified in this Agreement).


1.2 Designated Customers. "Designated Customer" means an AC Entity (as
-------------------- defined below) or any other third party that (A) is introduced to Click by Andersen Consulting, AC Affiliates or other parties reasonably agreed to by Andersen Consulting and Click (Andersen Consulting together with such AC Affiliates and other entities, the "AC Entities") or (B) is introduced to Andersen Consulting by Click, and, in either case, as to which personnel of the AC Entities play a material role, and the AC Entities provide a reasonable level of assistance, in the marketing efforts related to such party's decision to purchase or license software, goods or services from Click. Andersen Consulting shall notify Click that the introduced party would constitute a Designated Customer if a sale or license shall be consummated. If Click disagrees with such designation, Click shall notify Andersen Consulting within ten (10) days after delivery of the designation notice by Andersen Consulting. Click may indicate its disagreement with such designation only if Click or any other party with which Click has engaged in joint marketing activities (a "Click Marketing Partner") has had material contact with the prospect which is the subject of the designation in the 180 days prior to receipt of the designation notice and begun material marketing activities. The parties shall diligently pursue the consummation of a Qualifying Order with each Designated Customer, and Click shall negotiate in good faith a Qualifying Order with such Designated Customer. The parties agree to negotiate in good faith to resolve any disputes with respect to the designation of Designated Customers in a manner that reflects the relative contribution of the parties..


1.3 Exclusions from the Strategic Alliance. The parties specifically
-------------------------------------- intend to exclude from the parties' efforts hereunder all marketing efforts made by Click pursuant to strategic alliance or system integration agreements between Click and third parties identified by Click to Andersen Consulting in writing which is acknowledged by Andersen Consulting prior to the date hereof and one additional Click Preferred Systems Integrator.


1.4 Non-United States Matters. In some cases, specific implementation
------------------------- of this relationship in countries other than the United States will need to be reflected in local country addendum added to this Agreement from time to time, executed by the AC Affiliate in the country and an entity representing Click.


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ARTICLE II - OPERATION OF THE STRATEGIC ALLIANCE
------------------------------------------------


2.1 Management of the Relationship. The parties will each designate an
------------------------------ executive sponsor to participate on a Management Committee who will be responsible for the coordination of all activities between Click and Andersen Consulting, the facilitation of information flow between the two companies and the coordination of joint marketing and sales opportunities. The responsibilities of each party in this Strategic Alliance will be determined by this Agreement and the Management Committee. All decisions by the Management Committee with respect to Designated Customers and otherwise with respect to the operation of the Strategic Alliance must be unanimously approved by both members of the Management Committee. Andersen Consulting hereby designates Roy Phelan as its executive sponsor and Click hereby designates Randy A. Gray as its executive sponsor. Either party may replace its executive sponsor, provided that such successor shall be reasonably acceptable to the other party and at a similar level of responsibility within such party's organization.


2.2 Meetings of the Management Committee. Meetings of the Management
------------------------------------ Committee may be conducted in person or by teleconferencing and shall be with such frequency as the parties may agree upon. The location of meetings conducted in person shall be as nearly evenly distributed as is practicable between the home offices of Andersen Consulting and Click. Each party shall be responsible for its own travel expenses in attending meetings of the Management Committee.


2.3 Development of Business Plans and Budgets. The Management
----------------------------------------- Committee may review any written business plans and financial budgets that are prepared by either party with respect to any marketing project which the parties agree to undertake or develop jointly. Each party will use its diligent and reasonable efforts to develop or implement each project in accordance with the agreed upon business plan and budget.


2.4 Pricing and Payment Terms to Designated Customers. Each party
------------------------------------------------- shall have the right to designate pricing and payment terms in accordance with its own business practices to all of its own accounts and the pricing and terms of each party's products and services directly sold by that party to Designated Customers. On a case-by-case basis, the Management Committee will have the ability to request that the parties modify their pricing to Designated Customers when appropriate in light of the competition for similar products and services and taking into account the value received by the Designated Customer associated with the products and services provided by this Strategic Alliance.


2.5 Independent Contractors. Nothing contained in this Agreement shall
----------------------- be construed as creating a relationship between Andersen Consulting and Click other than that of independent contractors. The parties are independent contractors and neither party shall have any liability for the acts or omissions of the other party or the other party's clients or employees. Each party shall not be deemed an employee or agent of the other party or of any other company affiliated with the other party. Accordingly, each party shall have no right, power or authority to act, and shall not act, in any way in the name of the other party or its affiliated companies. As


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independent contractors, each party shall pay its own taxes and maintain its own requisite insurance. The parties shall cooperate in good faith to minimize such tax liabilities to the extent legally permissible and to incorporate provisions to recover such taxes into underlying contracts with Designated Customers. Neither party is responsible to any end user (including, but not limited to, Designated Customers) for the quality of services or products provided by the other party. Nothing contained herein is intended to constitute or create a joint venture or partnership relationship between Click and Andersen Consulting. Each party is solely responsible for establishing the prices for its own products and services. Except as otherwise provided in this Agreement or the agreements contemplated herein, each party shall be responsible for its own costs and expenses associated with its performance of this Agreement. The parties shall not, during the term of this Agreement, use the terms "joint venturer," "co-venturer," "partner," "marketing partner," "partnership," "affiliate," or similar terms to describe the relationship between the parties under this Agreement. Any inadvertent use of such terms is not intended by the parties either to describe in any manner the relationship of the parties under this Agreement, or expressly or impliedly to create a legal partnership or joint venture, or any responsibility by one party for the actions of the other.


ARTICLE III - RESPONSIBILITIES OF THE PARTIES


3.1 Responsibilities of Click. Click shall have primary
-------------------------
responsibility for the following matters:


(a) Evaluating its existing customers and prospects to determine
which may provide marketing opportunities for Andersen
Consulting's services.


(b) Identifying highly qualified accounts as potential Andersen
Consulting customers. Click's first proposed customer shall be
disclosed to Andersen Consulting upon execution of this
Agreement, but shall not be considered a Designated Customer.


(c) Providing Andersen Consulting with reasonably sufficient
marketing materials for Click's products and services so that
Andersen Consulting may effectively perform its obligations
under this Agreement.


(d) Providing Andersen Consulting with a commercially reasonable
level of marketing and sales assistance consistent with
standard software industry practices, including but not
limited to: responding to phone calls from prospective
clients, providing proposal assistance, and providing tutorial
assistance.


(e) Providing Andersen Consulting with a commercially reasonable
level of support similar to that provided to Click personnel
in connection with Click's marketing efforts, including
answering technical questions, and where mutually agreed by
the joint project team leaders, supplying experts to support
detailed technical presentations and meetings.


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(f) Providing Andersen Consulting with a commercially reasonable
level of support similar to that provided to Click personnel
in connection with Click's system integration efforts,
including supplying, at no cost to Andersen Consulting,
documentation and dedicated telephone technical support
sufficient for Andersen Consulting to perform its role as a
system integrator.


(g) In the event Andersen Consulting elects to execute an
engagement to provide a Designated Customer with front-line
client support, Click shall treat Andersen Consulting
personnel in the same manner, and provide to them the same
commercially reasonable level of support, that Click would be
obligated to provide to employees of such Designated Customer
under the support and maintenance agreement between Click and
such Designated Customer (which may include telephone
technical support) during normal Click's business hours and
shall not impose an additional cost on Andersen Consulting
related to such services.


(h) Providing software maintenance, technical support, software
warranty and training services, to Designated Customers at
fees not to exceed Click's standard fees. Click agrees to
extend to each Designated Customer the same basic warranties
and indemnifications with respect to Click's software, goods
and services that Click generally extends to its clients;
provided, however, that Click shall not provide any warranties
or indemnifications with respect to any other software, goods
or services provided by Andersen Consulting or any other
entity. The terms of Click's warranties shall commence upon
delivery of the applicable product(s) to the Designated
Customer; provided, however, that upon Andersen Consulting's
prior written request, warranty coverage shall be extended for
a further period (not to exceed 90 days following installation
of the Click software, unless otherwise agreed by the parties)
as if the warranty commencement date did not occur until
installation and acceptance of the applicable product by the
Designated Customer. In such cases, Andersen Consulting shall
advise Click when the imputed warranty commencement date
commences.


(i) Other responsibilities as determined by the Management
Committee, from time to time.


3.2 Responsibilities of Andersen Consulting. Andersen Consulting
---------------------------------------
shall have primary responsibility for the following matters:


(a) Forming a dedicated team of Andersen Consulting consultants
whose objective will be to develop new business for Click
products and services based on the concept of an Enterprise
Channel Management offering.


(b) Evaluating its existing customers and prospects to determine
which may provide marketing opportunities for Click's products
and services.


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(c) Identifying highly qualified accounts as Designated Customers.
Andersen Consulting's first proposed Designated Customer shall
be disclosed to Click upon execution of this Agreement.


(d) Designing and developing non-customer specific marketing
materials, such as white papers, industry and products
analyses and other similar collateral materials to support the
joint marketing of Click products and services and Andersen
Consulting services under this Strategic Alliance Agreement.


(e) Providing Click with reasonably sufficient marketing materials
for Andersen Consulting's services so that Click may
effectively perform its obligations under this Agreement.


(f) Providing Designated Customers access to Andersen Consulting's
solution centers or other facilities as jointly agreed by the
account team leaders to be necessary or desirable to best
fulfill the functions and effectuate the purposes and goals of
this Strategic Alliance and subject to Andersen Consulting's
then-current policies regarding access to such solution
centers and facilities.


(g) Other responsibilities as determined by the Management
Committee, from time to time.


3.3 Joint Responsibilities of Click and Andersen Consulting. Click
------------------------------------------------------- and Andersen Consulting shall have joint responsibility for the following matters:


(a) Develop specific objectives, targets and plans for business
development for the benefit of both parties, including joint
support for marketing, investments, target segments and
specific Designated Customers or other accounts.


(b) To jointly develop an account strategy and plan with respect
to each of the Designated Customers, including the manner of
handling marketing to, and the management of, each Designated
Customer.


(c) To develop an appropriate strategy for maintaining, upgrading,
updating and supporting all of the software, goods and
services provided to Designated Customers.


(d) To prepare mutually acceptable written budgets estimating the
cost of implementing any agreed upon marketing effort to an
identified Designated Customer.


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(e) To provide training to marketing personnel for each of
Andersen Consulting and Click to enable each party to
effectively promote each other's products and services to
Designated Customers and other accounts.


(f) Andersen Consulting and Click will coordinate marketing
activity related to this Agreement on a regular basis. Such
marketing coordination may include:


- An initial joint marketing planning meeting
- Follow-up planning meetings every 3 months
- Monthly opportunity status reporting


(g) To create mutually acceptable website links on terms and
conditions agreed to by the parties.


3.4 Andersen Consulting's Appointment as "Click Preferred Systems
------------------------------------------------------------- Integrator". During the term of this Agreement, Andersen Consulting shall be ---------- designated by Click as a "Click Preferred Systems Integrator" on a global basis and shall promote Andersen Consulting as such where appropriate. Click shall specify Andersen Consulting as a Click Preferred Systems Integrator on all Click marketing materials which contain a listing of multiple systems integrators recommended or preferred by Click. Andersen Consulting may also use this term on any promotional or marketing materials it creates to market its services. During the term of this Agreement, Click shall not designate more than one other "Click Preferred Systems Integrator" or other equivalent designation (other than those preferred systems integrators identified by Click to Andersen Consulting in writing and acknowledged and agreed to by the Company prior to the date hereof) and shall not appoint any systems integrator a status superior to that granted to Andersen Consulting under this Agreement. This Agreement shall not preclude Click from working or contracting with any other systems integrator.


3.5 Project-Based Consulting Services Arrangements. During the
---------------------------------------------- three year term of the Consulting Agreement (as defined below), Andersen Consulting and Click shall mutually agree to Andersen Consulting separately providing consulting services to Click under additional arrangement letters to be attached from time to time to a consulting agreement agreed to by the parties (the "Consulting Agreement").


3.6 Use or Recommendation of Competitors. Neither party will be
------------------------------------ restricted from: (i) recommending and marketing services or products which may be competitive with the services or products of the other party if the recommending or marketing party reasonably determines that such services or products will better meet the needs of an entity; or (ii) subject to the terms of this Agreement, entering into alliance or marketing arrangements with any third party.


3.7 Compensation for Sales. Click does not have, and will not
---------------------- establish, an incentive compensation system for its sales personnel that reduces the basis on which incentives are paid


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for sales of Click products and services to Designated Customers as compared to sales to other Click customers.


3.8 Training of Andersen Consulting Personnel. Click will provide, at
----------------------------------------- no cost to Andersen Consulting, up to sixteen (16) (i.e., four (4) per calendar quarter) day-long training sessions on the use, installation and integration of Click products for up to 10 Andersen Consulting personnel. If requested by Andersen Consulting, and subject to available Click resources, Click shall provide, and Andersen Consulting shall pay at 75% of Click's then current standard rates for, additional requested training sessions. Andersen Consulting shall be responsible for all costs of its personnel attending such sessions (including any travel, lodging or similar expenses). Time spent by Andersen Consulting personnel in such training sessions shall not be credited towards any Andersen Consulting obligations under this Agreement or otherwise be chargeable to Click as consulting services.


ARTICLE IV - COSTS AND PURSUING DESIGNATED CUSTOMERS
----------------------------------------------------


4.1 Costs. In consideration of the mutual benefits anticipate ...