Joint Marketing And Development Agreement

EXHIBIT 10.18


CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. OMMISSIONS ARE DESIGNATED AS ***


JOINT MARKETING AND DEVELOPMENT AGREEMENT


This Joint Marketing and Development Agreement (the "Agreement") is made and entered into as of June 29, 2000 (the "Effective Date") by and between Aristotle International, Inc., a Delaware corporation with its principal place of business at 50 E Street, S.E., Suite 300, Washington, D.C. 20003 ("Aristotle") and VeriSign, Inc., a Delaware corporation with its principal place of business at 1350 Charleston Road, Mountain View, CA 94043 ("VeriSign").


Recitals
--------


WHEREAS:


A. Aristotle is one of the leading political technology companies in
the nation, and has compiled an extensive database of information from
the voter roles and Department of Motor Vehicle Records in the United
States ("Aristotle Database");


B. VeriSign is the leading provider of Internet trust services,
including authentication, validation and payment, needed by Web sites,
enterprises and e-commerce service providers to conduct trusted and
secure electronic commerce and communications over IP networks;


C. VeriSign is developing Internet-based personal authentication
services ("Authentication Service Bureau" or "ASB") to enable
enterprises and their trading partners to accept payments for products
and services online and to outsource the authentication of individuals
to VeriSign through the validation of personal credentials, so that
those individuals may conduct trusted transactions over the Internet,
extranets and business-to-business exchanges ("Trust Services");


D. VeriSign and Aristotle believe that the ASB can be significantly
enhanced by use of the Aristotle Database (defined below) to assist in
the validation of personal credentials; and


E. Pursuant to that certain Letter of Intent, dated May 12, 2000
between the parties, the parties wish to develop a structure for
enabling the marketing, sales and support of ASB solutions using the
Aristotle Database to authenticate VeriSign prospects and customers on
the terms and conditions set forth in this Agreement.


NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


1. License.
--------


1.1 Provision of Services.
----------------------


During the Term of this Agreement, and subject to the provisions hereof, Aristotle shall provide to VeriSign the Services. For purposes of this Agreement, "Services" shall mean access


to the Aristotle Database through the Internet to assist VeriSign in authenticating personal information or personal credentials of its or its clients' prospects or customers by reference to one or more of the fields set forth in Exhibit A, attached hereto.
---------


1.2 Grant of License.
-----------------


Subject to the terms, conditions and limitations of this Agreement, Aristotle hereby grants to VeriSign a non-exclusive license for the Term (defined below) to use the Aristotle Database , where legally available solely for the purposes described in this Agreement. The nature, content, and timeliness of the Aristotle Database is described in Exhibit A, attached hereto
--------- and incorporated herein by this reference. Notwithstanding any other provision of this Agreement, Aristotle and VeriSign hereby agree and acknowledge that Aristotle retains all rights to, title in and ownership of the Aristotle Database, and that upon the expiration or termination of this Agreement for any reason the Aristotle Database and all copies, reproductions or Derivative Works (defined below) thereof in the possession or control of VeriSign (except information contained in Certificate Applications and Certificates, as defined in the VeriSign CPS at http://www.verisign.com/cps) shall thereafter be returned to Aristotle or destroyed, at the option of Aristotle, within ten (10) days of
--- -- such expiration or termination.


1.3 Joint Development.
------------------


Subject to the provisions of Exhibit B, attached hereto, the parties will
--------- work together to arrive at interface specifications that facilitate the transmission of authentication information between the parties. The parties shall use commercially reasonable effort to complete such specification within 30 days of executing this Agreement. Aristotle will maintain a highly available, on-line source for the Aristotle Database, and will assist VeriSign in the integration of the ASB with the Aristotle Database. The specifications developed by the parties will be formalized in a Statement of Work ("SOW") that, upon completion, will be incorporated into this agreement as Exhibit C, attached
--------- hereto and incorporated herein by this reference.


1.4 Grant of Trademark Use.
-----------------------


Aristotle and VeriSign hereby grant to each other a non-exclusive, non- transferable license for the Term to use the other's trademarks, trade names and logos in connection with marketing and distributing the Aristotle Database, ASB and Trust Services; provided, however, that such license shall be limited to use solely in connection with the use of the Services. Each party's usual trademark guidelines, including any third party licensed programs shall apply to the use of the marks. A copy of VeriSign's Trademark Guidelines can be found at http://www.verisign.com/about/branding.html. Each party will use commercially ------------------------------------------- reasonable efforts to avoid any action that diminishes the value of such marks.


1.5 Ownership of Intellectual Property.
-----------------------------------


Except for the licenses granted in this Section 1 of this Agreement, as
--------- between Aristotle and VeriSign: (a) Aristotle shall have full and exclusive rights in, title to and ownership of the Aristotle Database and the Intellectual Property Rights therein; and (b) VeriSign shall have full and exclusive rights in, title to and ownership of the ASB and Trust Services and the Intellectual Property Rights therein. For purposes of this Agreement, the term "Intellectual Property


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Rights" shall mean all patents, copyrights, trade secrets and all other rights in the products and services and any Derivative Works created thereof, owned by or licensed to either party whether or not such rights are protected under patent or copyright laws. Except as expressly provided herein, no other right or license with respect to any copyrights, patent rights, trademark rights or other Intellectual Property Rights is granted under this Agreement. Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that all modifications to or Derivative Works of the Aristotle Database or the Intellectual Property Rights associated therewith shall remain the property of Aristotle and Verisign shall have no rights to such modifications or Derivative Works. For purposes of this Agreement, the term Derivative Works shall have the meaning ascribed to such term in the Copyright Law of the United States, Title 17 U.S.C. (S) 101 et. seq.; provided, however, that digital certificates and associated public key infrastructure systems created through the use of the Aristotle Database shall not be considered Derivative Works.


2. Joint Sales, Promotion and Marketing.
-------------------------------------


2.1 General.
--------


Aristotle and VeriSign wish to cooperate in the development, sales and marketing of Age, Citizenship, and Registered Voter Digital Credentials. These are digital credentials offered through the combination of digital credential management services (e.g., Public Key Infrastructure-based services) and end-
---- user authentication via the use of sworn-to data sources, such as the public voter records.


Aristotle and VeriSign each agree to provide training to one another's sales and marketing personnel regarding the products and services contemplated by this Agreement. This Agreement shall not limit either party's present and future business activities of any nature, including business activities which could be competitive with the other party, except to the extent such activities would involve a breach of (a) the confidentiality restrictions contained in Section 8; or (b) any other express provision of this Agreement. ---------


2.2 Responsibilities of Aristotle.
------------------------------


(a) Assignment of project manager. Aristotle will assign a project manager to manage its activities and to ensure that the parties make rapid progress in achieving their obligations under the Agreement.


(b) Training and Sales Support for Aristotle Database. Aristotle shall provide: (i) training at Aristotle's San Francisco facilities for a reasonable number of VeriSign employees as to be further agreed upon in writing between the parties, (ii) during normal business hours, reasonable telephone support services for VeriSign employees that have questions related to the Aristotle Database, in accordance with Aristotle's then current support and response policies and (iii) availability and support for the Aristotle Database in accordance with Exhibit B and the work product created as a result of the SOW.


(c) Customer Support. Aristotle will provide VeriSign with customer support documentation with respect to the Aristotle Database for use at VeriSign's discretion, in supporting customers with the use of the Aristotle Database. In addition to the telephone support


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services described in Section 2.2(b) above, and subject to VeriSign's obligation to provide first level customer support set forth in Section 2.3(b) below, Aristotle will provide a customer support line, available from 6:00 a.m. to 6:00 p.m. Pacific Standard Time, Monday through Friday for use by VeriSign's prospects and customers that are unable to obtain assistance from VeriSign's first level customer support services described in Section 2.3(b) below. Aristotle will also provide an appropriate path for escalating severe problems during non-business hours. These escalation procedures will be further defined in the SOW.


(d) Aristotle will designate VeriSign as its Preferred Provider of Trust Services.


(e) Joint Marketing and Sales Activities. Aristotle will work with VeriSign in good faith to deliver the following:


(1) A joint press release describing the relationship;


(2) Collateral documentation explaining the nature of the Aristotle Database and its use within the context of the ASB and Trust Services;


(3) Opportunities to jointly propose the ASB offering to particular identified prospects. Both parties will work together in good faith to present this joint offering to at least three (3) major prospects in the
- ninety (90) days following execution of this Agreement; and ------ --


(4) Assistance in creating standard language around the nature and reliability of the Aristotle Database for VeriSign agreements with end-use customers.


2.3 Responsibilities of VeriSign.
-----------------------------


(a) Assignment of project manager. VeriSign will assign a project manager to manage its activities and to ensure that the parties make rapid progress in achieving their obligations under this Agreement.


(b) Primary Sales Role. VeriSign will assume the primary sales role in most joint customer interactions. VeriSign will be responsible for delivery of services to customers, first level customer support, including telephone support, and billing customers.


(c) Preferred Provider. VeriSign will designate Aristotle as its Preferred Provider of United States domestic registered voter data. During the Term of this Agreement, VeriSign will use the Aristotle Database as its sole source of United States domestic registered voter data, unless: (a) the Aristotle Database does not reasonably meet a particular customer's demands as determined by VeriSign following consultation with Aristotle; or (b) use of another data source is specifically required by the customer. Aristotle understands that this provision does not apply to situations in which a customer purchases managed digital Certificate offerings from VeriSign, and the customer chooses to authenticate records themselves via the use of voter files not provided by the ASB.


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(d) Joint Marketing and Sales Activities. VeriSign will work with Aristotle in good faith to deliver the following:


(1) A joint press release describing the relationship;


(2) Collateral documentation explaining the nature of the Aristotle Database and its use within the context of the ASB and Trust Services;


(3) Opportunities to jointly propose the ASB offering to particular identified prospects. Both parties will work together in good faith to present this joint offering to at least three (3) major prospects in the
- ninety (90) days following execution of this Agreement; and
--


(4) Assistance in creating standard language around the nature and reliability of the Aristotle Database for VeriSign agreements with end-use customers.


3. Fees.
-----


The parties have agreed to the fee and pricing schedule as contained in Exhibit B attached hereto and incorporated herein by this reference.


4. Representations, Covenants, Warranties and Limitations of Liability.
--------------------------------------------------------------------


4.1 Authority.
----------


Each party represents and warrants that such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.


4.2 No Infringement.
----------------


(a) Aristotle represents and warrants that no portion of the Aristotle Database: (i) will infringe on or violate any copyright, United States patent, trademark, trade secret or third-party right; or (ii) will contain any content that, when used in accordance with the terms of this Agreement, would violate any applicable law or regulation. In the event that VeriSign becomes aware of any such infringement (or alleged infringement) or violation, VeriSign will promptly notify Aristotle and shall provide all information relating to such matters as Aristotle may reasonably request. Without limiting the generality of the foregoing, Aristotle represents that it has the right to provide access to the information contained in the Aristotle Database to VeriSign to provide the Services hereunder.


(b) VeriSign represents and warrants that no portion of the ASB or Trust Services will: (i) infringe on or violate any copyright, United States patent, trademark, trade secret or third-party right; or (ii) will contain any content which violates any applicable law or


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regulation. In the event that Aristotle becomes aware of any such infringement (or alleged infringement) or violation, Aristotle will promptly notify VeriSign and shall provide all information relating to such matters as VeriSign may reasonably request.


(c) Each of the parties will (i) conduct business in a manner that reflects favorably at all times on the other party; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other party, its products and services or the public; (iii) make no false or misleading representations with regard to the other party or its products or services; and (iv) comply with all applicable laws and regulations in performing its duties under this Agreement and in any of its dealings with respect to the other party's products and services.


4.3 Accuracy of Database.
---------------------


Aristotle represents and warrants that the Aristotle Database represents a true, accurate, and timely reflection of the data obtained by Aristotle from the various public sources as defined in Exhibit A, attached hereto. Aristotle will
--------- ensure that the Aristotle Database presented to VeriSign will be as up-to-date as the data provided to any other Aristotle customer. While Aristotle cannot represent or warrant that the data that Aristotle receives from public sources is accurate or timely, Aristotle will further represent and warrant that it has introduced no discrepancies or errors into the data, and that the Aristotle Database is in material conformance to Exhibit A, attached hereto.
---------


4.4 No Additional Warranties.
-------------------------


EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, THE PARTIES MAKE NO, AND
HEREBY SPECIFICALLY DISCLAIM ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THEIR SERVICES, DATA, OR ANY OTHER MATTER UNDER THIS
AGREEMENT AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
PURPOSE AND NONINFRINGEMENT.


4.5 Limited Liability.
------------------


To the fullest extent permitted by applicable law and except in the event of a breach of Section 8 below, the total aggregate liability of a party to the other party, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, under this Agreement shall be limited to the greater of (i) Five hundred thousand dollars or (ii) the amount paid by VeriSign to Aristotle under this Agreement over the then most recent three (3) month period.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES OR LOSS OF PROFITS, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.


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4.6 Reliance on Disclaimers and Indemnification Obligations. Each
-------------------------------------------------------- party acknowledges that the other party has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties and damages and such party's indemnity obligations set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if other provisions of this Agreement are found to have failed of their essential purpose.


5. Indemnification.
----------------


5.1 Aristotle Indemnification Obligations.
--------------------------------------


Aristotle, at its own expense, shall defend, or at its option settle, any third-party claim, suit or proceeding against VeriSign and pay any final judgment entered or settlement against VeriSign in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon the infringement or misappropriation of any U.S. patent, copyright, trademark, or trade secret by the Aristotle Services or any claim that Aristotle does not have sufficient rights to license the Aristotle Database.


Aristotle shall have no obligation to VeriSign pursuant to this Section 5 unless: (a) VeriSign gives Aristotle prompt written notice (unless the failure to provide such notice does not prejudice materially Aristotle) of the claim, suit, or proceeding and cooperates reasonably with Aristotle; and (b) Aristotle is given the right to control and direct the investigation, preparation, defense and settlement of the claim, suit or proceeding. Notwithstanding the foregoing, the indemnity obligations of Aristotle described above shall not apply in the event of a claim based upon: (i) a modified version of the Services; or (ii) the use of the Services in connection with another product or service (other than the ASB and the Trust Services or such other product or service which is necessary for the use of the Services) if Aristotle did not approve of such use.


5.2 VeriSign Indemnification Obligations.
-------------------------------------


VeriSign, at its own expense, shall defend, or at its option settle, any third-party claim, suit or proceeding against Aristotle and pay any final judgment entered or settlement against Aristotle in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon the infringement or misappropriation of any U.S. patent, copyright, trademark, or trade secret by the ASB or Trust Services, any claim that VeriSign does not have sufficient rights to license the ASB or Trust Services. VeriSign shall have no obligation to Aristotle pursuant to this Section 5 unless: (a) Aristotle gives VeriSign prompt written notice (unless the failure to provide such notice does not prejudice materially VeriSign) of the claim, suit or proceeding and cooperates reasonably with VeriSign; and (b) VeriSign is given the right to control and direct the investigation, preparation, defense, and settlement of the claim, suit or proceeding. Notwithstanding the foregoing, the indemnity obligations of VeriSign described above shall not apply in the event of a claim based upon: (i) a modified version of the ASB or Trust Services; or (ii) the use of the ASB or Trust Services in connection with another product or service (other than Aristotle Database or such other product or service which is necessary for the use of the ASB or Trust Services) if VeriSign did not approve of such use.


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5.3 Notice and Right to Participate.
--------------------------------


If either party receives notice of an alleged infringement of its respective products or services, it shall have the right, at its sole option: (a) to obtain the right for the other party to continue use of the allegedly infringing product or service; (b) to replace or modify the allegedly infringing product or service, as applicable, so that it is no longer infringing but retains equivalent functionality and value; or (c) to require that the other party discontinue the use of the infringing product or service and refund a pro- rata portion of the total amounts paid for the use thereof. In no event shall Aristotle or VeriSign settle or otherwise dispose of a claim for which indemnity may be sought under this Agreement without a complete waiver and release with respect to the party for which indemnity could be sought under this Agreement.


6. Records; Audits.
----------------


Each party may, from time to time, but not more than twice every twelve (12) months, perform an audit upon reasonable notice to the other party to -- determine compliance with the terms of this Agreement. Any audit must be conducted during the hours of 8:00 a.m. and 5:00 p.m. Pacific Standard Time and all costs and expenses shall be the responsibility of the party conducting the audit.


7. Term; Termination.
------------------


7.1 Term.
-----


This Agreement shall commence on the Effective Date, and unless sooner terminated as provided in this Agreement, shall remain in full force and effect for a term of three (3) years (the "Initial Term"). Thereafter, this Agreement
- shall automatically renew for successive one (1) year terms (each, a "Renewal
- Term" and together with the Initial Term, the "Term"), provided, however, that a party may terminate this Agreement on the expiration of the Initial Term or any Renewal Term by delivering written notice of termination to the other party not less than sixty (60) days before the expiration of such Initial or Renewal Term.
--


7.2 Termination.
------------


Either party will have the right to terminate this Agreement if:


(a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after
-- receipt of written notice of such default;


(b) the other party becomes the subject of voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or


(c) upon the mutual agreement of the parties.


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7.3 Effect of Termination.
----------------------


Upon termination or expiration of this Agreement: (a) each party will immediately return to the other party all marketing, literature and other materials of the other party in its possession or shall destroy such items and certify their destruction to the other party, and (b) VeriSign will return or destroy all copies of the Aristotle Database and any Derivative Works in accordance with Section 1.2 above.


8. Confidential Information.
-------------------------


8.1 Confidentiality.
----------------


Neither party shall disclose Confidential Information (as hereinafter defined) of the other party. The receiving party shall use the same degree of care as it uses to protect its own Confidential Information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The foregoing obligations shall not apply to any information that: (a) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (b) is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party; (c) was known to the receiving party at the time of disclosure; (d) is generated independently by the re ...