Exhibit 10.14
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. (S)(S) 200.80(b)(4),
200.83 and 230.406
Strategic Partnership Agreement
Between
SkyCache, Inc. & bCandid
Whereas SkyCache is building a satellite based Global Broadcast Overlay Network
for the Internet that facilitates the distribution of Usenet Newsfeeds, and
bCandid provides high performance news routing and server software and related
services to Internet Service and Access Providers, and both parties agree that
the combination of their products and services provide a unique opportunity to
provide a unique service to their mutual markets, the Parties agree as follows:
1.0 Turnkey ISP News Solution
The Parties will collaborate to develop a service offering that integrates the
bCandid software and the SkyCache Satellite based Newsfeed. Both parties will
offer this service through their mutual sales teams to new customer prospects.
Initially these services will be targeted to prospects who would provide news
services utilizing a single server to support their subscriber base. This
service will include but not necessarily be limited to the following:
This service will be developed as a turn key package to customers who wish to
operate their own news server and will include the SkyCache News Feed provided
via satellite in an NNTP compliant news format, software from bCandid for the
customers news server, and a recommendation to the customer as to the
appropriate platform for the provision of news service to its customers. A
feature of the service will be access to a terrestrial news feed from a server
which will have archived a number of aged articles. This service will be
provided by bCandid. The objective of this component of the service will be to
minimize the size of the news server required by the customer to support its
customers. The parties will package and price the services which provide for
both a direct purchase option for the hardware and bCandid software or a third
party lease program for same.
As a feature of the service the parties agree to provide an integrated support
plan and pricing for same whereby a hotlink will be implemented between the
parties mutual Network Operations Centers for problem resolution via a single
phone call. SkyCache will be responsible for the maintenance of the hardware
selected by the customer. A service implementation option to be considered will
be to provide for diversion of an ISP's customers to a backup server provided by
bCandid should a hardware failure occur, such diversion to be for a limited
period of time.
2.0 News Server Enhanced Offering.
For current customers of each Party and new prospects who are currently
operating their own news server with a non SkyCache news feed or a non bCandid
solution the parties will offer each
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others service through their mutual sales forces. Each party agrees to provide a
mutual training session (location and duration to be specified) which will be
sufficient to allow their sales forces to introduce each other's services. Each
party further agrees to assign a sales support resource to assist in securing a
contract for services.
3.0 Pricing
Pricing for the above services will be developed so as to encourage the customer
to purchase the turnkey package as the total as the cost will reflect a discount
from the then current retail prices for the individual components of the service
which could be acquired separately.
4.0 Mutual Services
As a testimony to the value of the integration of each Parties services, each
party agrees to utilize the others service in their respective operations.
Further, each Party agrees to provide the other the services described below and
associated support at no cost and to proceed promptly with the implementation of
these services. Both parties agree to utilize their reasonable best efforts to
implement these services within 60 days following the Effective Date of this
agreement. SkyCache will implement Cyclone on its news server and on a service
adapter (initially stand-alone but analysis will be conducted to determine
feasibility of integration within the SkyCache service adapter) providing Usenet
News feed. bCandid will provide a bCandid news feed to SkyCache terminated at
the SkyCache facility in Laurel MD. BCandid will receive a monthly support and
updates fee of $50 per service adapter if the end customer is using a Cyclone
Powered service adapter. In addition SkyCache will locate a dish at bCandid's
facility in Herndon VA, permission for the installation of this facility having
been obtained by bCandid and no cost to SkyCache for roof rights or other costs
associated with locating the dish at this location.
5.0 Cost of Sales
Marketing Materials. The parties will develop a set of marketing materials for
the above activities and will split the associated costs for the design of the
materials and the initial production run. A targeted advertising program will
also be developed and costs will also be split equally.
Cost of sales support will be the responsibility of each organization.
6.0 Timing
Both parties agree to assign the resources essential to diligently pursue the
formulation of the above offerings within a 30 day period, such period beginning
on the Effective Date of the Agreement. This may be extended upon mutual
agreement of the parties.
7.0 Contracting for Services
The Parties will develop a contract package whereby a customer will execute both
a SkyCache and bCandid agreement (a "Standard Services Agreement"). A package
will be developed which facilitates the contracting process such that each Party
will be an agent for the sales of the
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others Party's services. A single bill will be issued to the customer from the
Party securing the contract and the Party's will reconcile revenue due the other
Party each quarter.
8.0 [ *** ]
9.0 WARRANTY
Each Party represents and warrants that the services and software to be provided
to each other and to third parties under this Agreement and such Party's
Standard Services Agreement (as defined in Section 7.0) do not and will not
infringe any copyright, patent, trademark, trade secret or any other
intellectual property rights of any third party.
10.0 Effective Date and Term.
This Agreement will become effective on July 21, 1999. (Effective Date) Both
parties reserve the right to modify this Agreement between now and the Effective
Date. Modifications must be in writing and mutually agreed upon. If the Parties
do not make any modifications then the Agreement takes effect on the Effective
Date. If the parties are unable to reach Agreement on any proposed
modifications, the Agreement is null and void. The term of this Agreement shall
be for a minimum period of one year and may be extended upon mutual agreement of
the Parties and revenue sharing will continue until the termination of the
contracts entered into by Customers expire or are cancelled.
Executed and agreed by:
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Executive Vice President President & Chief Executive Officer
SkyCache, Inc. bCandid
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*** Confidential Treatment Requested
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