Exhibit 10.26
FORM OF
1998 STREAMLINE CONSUMER LEARNING CENTER
MEMBERSHIP AGREEMENT
1.0 DEFINITION OF THE CONSUMER LEARNING CENTER (CLC)
The Consumer Learning Center is a "live" research center designed to
bring together and further develop the best thinking on consumer
behavior in the emerging Consumer Direct industry. Streamline, Inc.,
sponsor of the CLC, has invited approximately six manufacturers along
with other industry and academic experts to participate in the Center's
research and development activities.
1.1 STRUCTURE
The CLC will select several major areas of emphasis and organize itself
accordingly. Members will align themselves with one to two key
sub-teams according to their specific interests. All output of the CLC
will be shared by the full membership in accordance with the
confidentiality terms described below.
1.2 DURATION
CLC activities will formally begin in March 1998 and continue through
November 1998. Five full sessions of the CLC will be conducted
throughout this period: March, May, July, September, and November.
In addition, sub-teams of the CLC will conduct more frequent working
sessions according to their individual project schedules. Streamline is
pleased to host all sessions of the CLC at its headquarters in
Westwood, Massachusetts.
2.0 MEMBERSHIP REQUIREMENTS
Membership requirements are designed both to ensure adequate resources
and support for initiatives, and to protect each member's investment in
the intellectual capital created as part of the Consumer Learning
Center.
2.1 EXECUTIVE SPONSORSHIP AND STAFFING
Each member will be asked to identify an executive sponsor provide
input into the formal CLC research agenda, review pi
sessions of the CLC according to their availability.
In addition, members will identify up to three representatives
initiatives. Member representatives will contribute to CLC s sessions,
research activities, and analyses), as determined by s attend both full
and sub-team working sessions at Streamline.
2.2 CONFIDENTIALITY
All members agree that none of the CLC activities will be designed to
restrict competition in any fashion, and no information about prices,
promotions, or other elements of competition will be exchanged by
competitors, nor will any agreements be reached that may tend to
inhibit competition, or otherwise violate any federal or state
antitrust law. As part of the fees paid hereunder, Streamline, Inc.
will retain antitrust counsel (acceptable to member representatives)
who will review all proposed activities prior to member involvement to
ensure antitrust compliance. Antitrust counsel will review all agendas
of meetings, and be present at meetings where appropriate.
Three areas of confidentiality have been identified: member-specific
data and information, Streamline-specific data and information, and the
collective findings and products of the CLC.
We do not foresee the need for extensive member-specific data and
information. However, in the event that members are asked to or opt to
provide proprietary data or information to the CLC, such materials will
be considered confidential and will not be shared outside the CLC
without the express written consent of the member in question, as
described in the Mutual Non-Disclosure Agreement.
In order to ensure that the activities of the CLC are valuable for
practical, hands-on learning, it will be necessary for Streamline, Inc.
to share much of its business operations with member organizations. In
the spirit of innovation and thought capital development, Streamline is
willing to make specific data and information available with the
understanding that all such information is proprietary and confidential
to Streamline and will not under any circumstances, be shared with any
individual or organization outside the CLC, as described in the Mutual
Non-Disclosure Agreement.
All members agree that the intellectual and other property developed by
the Consumer Learning Center is proprietary and confidential to members
of the Consumer Learning Center for a period of three months following
the conclusion of CLC activities in November 1998.
3.0 FEES AND PAYMENT TERMS
Membership fees for the 1998 Consumer Learning Center total $180,000.
Payments may be made in two installments. The first installment for
$90,000 will be invoiced upon issuance of the Membership Agreement. The
final installment of $90,000 will be invoiced in June 1998 for receipt
by July 15, 1998.
AGREED AND ACCEPTED BY:
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Member Organization
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Executive Sponsor Signature
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Executive Sponsor Print Name
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Title
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Date
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Streamline, Inc. By: ------------------------
Title
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Date
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FORM OF
1998 STREAMLINE CONSUMER LEARNING CENTER
MUTUAL NON-DISCLOSURE AGREEMENT
During the course of discussions between Streamline, Inc. ("Streamline") and the
companies participating in the Consumer Learning Center ("CLC") all of which,
including Streamline, are hereby designated as "Members," each member may
disclose to the other certain information it considers as proprietary and
confidential which (a) relates to specific business and/or pre-existing
proprietary materials and information of each member, and (b) has been
identified as confidential ("Confidential Information"). As used herein, the
Member disclosing Confidential Information is the "Disclosing Member" and the
member(s) receiving the Confidential Information is the "Recipient(s)." In
connection therewith, the Members agree as follows:
1. Confidential Information of the Disclosing Member may be used by the
Recipient(s) only in connection with the CLC and may not be disclosed
by the Recipient(s) to any other member, except upon the written
authorization of the Disclosing Member.
2. The Recipient(s) will not, at any time, use the Confidential
Information of the Disclosing Member in any fashion, form, or manner,
except in the furtherance of the goals of the CLC.
3. Each Member will protect the confidentiality of the other's
Confidential Information in the same manner it protects the
confidentiality of its own proprietary and confidential information of
like kind. Access to the Confidential Information shall be restricted
to those of each Member's personnel engaged in a use permitted hereby.
4. Confidential Information disclosed hereunder shall at all times remain
as between the Member(s), the property of the Disclosing Member. No
license under any trade secrets, copyrights, or other rights is granted
by this Agreement or any disclosure of Confidential Information
hereunder.
5. Confidential Information of the Disclosing Member may not be copied or
reproduced or incorporated into other materials by the Recipient(s)
without the Disclosing Member's prior written consent.
6. All Confidential Information made available hereunder, including copies
thereof, shall be returned to the Disclosing Member upon the first to
occur of (a) completion of the CLC or (b) request by the Disclosing
Member.
7. Nothing in this Agreement shall prohibit or limit any Member's use of
information (including but not limited to ideas, concepts, know-how,
techniques, and methodologies) (i) previously known to it, (ii)
independently developed by it, (iii) acquired by it from a third party
which was not, to the Recipient's knowledge, under an obligation to the
Disclosing Member not to disclose such information, or (iv) which is or
becomes publicly available through no breech by the Members of this
Agreement.
8. In the event any Recipient receives a subpoena or other validly issued
administrative or judicial process demanding Confidential Information
of a Disclosing Member, the Recipient shall promptly notify the
Disclosing Member and tender to it the defense of such demand. Unless
the demand shall have been timely limited, quashed or extended, the
Recipient shall thereafter be entitled to comply with such demand to
the extent permitted by law. If requested by the Disclosing Member to
whom the defense has been tendered, the Recipient shall cooperate (at
the expense of the requesting Disclosing Member) in the defense of a
demand.
9. Subject only to its confidentiality and non-disclosure obligations as
set forth in this Agreement, each Member's right to develop, use, and
market products and services similar to or competitive with the
Confidential Information of the other Members shall remain unimpaired.
Each Member acknowledges that the other Member(s) may already possess
or have developed products or services similar to or competitive with
those of the other Member(s) disclosed in the Confidential Information.
10. None of the Members may use the name of the other Member(s) in
connection with any advertising or publicity materials or activities
without the prior written consent of the other Member(s).
11. This Agreement shall become effective as of the date when it has been
executed by every Member and executed copies are delivered to every
member and Confidential Information is first made available to the
other hereunder.
12. All obligations of the parties to this Mutual Non-Disclosure Agreement
shall terminate five (5) years from the date the CLC project is
completed. This Agreement shall remain in full force and effect
notwithstanding the termination of any party's membership in the CLC.
13. Nothing in this Agreement shall require any Member to disclose any
Confidential Information to any other Member.
AGREED AND ACCEPTED:
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Member Organization
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Executive Sponsor Signature
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Executive Sponsor Print Name
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Title ----------------------------
Date ----------------------------
Streamline, Inc.
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Title
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Date
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