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EXHIBIT 10.1
@PLAN. INC.
and
THE GALLUP ORGANIZATION, INC.
Letter of Agreement
The Gallup Organization, Inc. ("Gallup") agrees to provide @PLAN, INC., a
Tennessee corporation ("@PLAN.") with survey research data as specified herein,
The basic services to be provided by Gallup are:
1. In cooperation with @PLAN. executives, Gallup will prepare a system of
survey research designed to provide @PLAN. with statistically reliable
data for profiling the United States population of adults who use
World Wide Web applications other than e-mail. Such survey research
will be conducted substantially as outlined in the Working Proposal
dated August 1996 delivered by Gallup to @PLAN. (the "Working
Proposal") as modified from time to time with the approval of @PLAN.
and Gallup (taking into account timeline changes and executional
changes necessitated by the results of our pilot test). The provisions
of the Working Proposal, as so amended, are hereby incorporated herein
by reference.
2. Gallup shall provide the services contemplated by the Working Proposal
for a term of one year from the date hereof, which term shall
automatically be renewed for nine successive one-year periods unless
@PLAN. shall have given written notice to Gallup 90 days prior to the
commencement of any such renewal period to the contrary.
3. All information provided to Gallup pursuant to this agreement shall be
subject to the provisions of the Confidentiality Agreement dated July
9, 1996 by Gallup in favor of @PLAN. and all of the terms and
conditions thereof are incorporated herein by reference.
4. @PLAN. shall pay to Gallup for its services rendered hereunder $75,000
(the parties agree that Gallup shall have no obligation to initiate
the pretest phase under this agreement until the $75,000 for this
pretest has been received) for the pretesting of research system
components, and an amount for the baseline study and successive
tracking surveys and any other services provided as shall be mutually
agreed to by Gallup and @PLAN. consistent with the estimates for such
study and surveys set forth in the Working Proposal. Gallup's cost to
@PLAN. for providing tracking surveys during the term of this
Agreement shall not increase by more than annual percentage increase
during the immediately preceding year in the Consumer Price Index--All
Consumers (All Items)--United States City Average, as compiled by the
United States Department of Labor. One-half of the cost for the base
wave survey phase, in this case $410,000 shall be paid by @PLAN. prior
to the commencement of this phase. Upon completion of the first half
of the base wave survey phase (n=20,00 completed interviews), the
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balance of the amount due ($410,000) shall be due and payable by
@PLAN. within 30 days of the initiation of the second half of the base
wave survey phase. For each successive quarterly tracking survey
phase, one-half of the cost shall be due and payable by @PLAN. prior
to the commencement of that quarter's survey phase. Upon completion of
the first half of that quarterly tracking survey phase (n=50% of the
total number of interviews to be completed for that quarter), the
balance of the amount due shall be due and payable by @PLAN. before
the letters to the recruited respondents are sent.
5. The parties agree that the Gallup name may not be used in any
advertising or promotional materials in support of a particular
product, service, or point of view other than for the sole purpose of
informing the recipient that Gallup conducted the survey research
portion of the @PLAN. database. Public reference to Gallup research
findings that support a particular product, service or point of view
are similar prohibited. Both parties agree that @PLAN. INC. may put
the following statement in advertising and promotional materials. "The
survey research component of this database was generated by The Gallup
Organization."
6. Any notice sent hereunder shall be sent to the following addresses:
Gallup: The Gallup Organization
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Attention: ▇▇▇ ▇▇▇▇▇▇
@PLAN: @PLAN. INC.
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
The foregoing sets forth the terms and conditions of the Agreement between
Gallup and @PLAN. This Agreement shall be in effect immediately upon signing by
both parties.
@PLAN. INC. THE GALLUP ORGANIZATION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Title: Chairman Title: Sr. VP
Date: 9/6/96 Date: 9/6/96
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Place
Senior Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
December 19, 1997
Mr. ▇▇▇▇ ▇▇▇▇▇▇
@▇▇▇▇.▇▇▇
Three ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
Below find the cost figures for continuing the current quarterly survey and for
starting the U.S. population survey on April 1, 1998. The latter will continue
for the three remaining quarters of 1998. We will continue to provide 10,000
Internet completes per quarter and the U.S. population survey will provide 2,000
completes each quarter.
The Internet survey will use the same design as 1.2. I am recommending that you
add two enhancements to this survey. Both will be more cost-effective (than
adding more RDD numbers to call) in producing RDD Internet completes.
Based on the data from 1.2 and earlier surveys, I recommend that we offer the
$5.00 incentive to all RDD qualified respondents. I estimate this will add an
additional 50 Internet completes in Stratum 2 and 60 Internet completes in
Stratum 3 each quarter.
Second, I recommend we institute a call back reminder procedure to all qualified
telephone respondents that agree to complete the Internet survey, take our
incentive, and yet never log onto our site to complete the survey. Based on a
study we embedded in 1.2, I estimate that we will increase RDD completes by 128,
81 and 74 in Stratum 1, 2, 3, respectively each quarter.
The U.S. population survey will use the same stratified RDD design as used for
2.0. The interview is expected to take 18 minutes on average. Gallup will
provide to @▇▇▇▇.▇▇▇ 2,000 completes per quarter for three quarters. We will use
the same procedures currently in place to pass the data to @▇▇▇▇.▇▇▇.
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Below find the annual cost to @▇▇▇▇.▇▇▇ for 1998 by expenditure category:
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ITEM COST
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1. Internet survey - 40,000 completes $1,148,000.00
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2. Incentives - Billed at cost. Not to exceed: $ 228,240.00
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3. Call back reminder to RDD respondents: $ 91,800.00
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4. Sample costs
- For all RDD samples $ 6,340.00
- For list samples $ 54,600.00
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5. U.S. population surveys $ 321,360.00
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TOTAL 1998 COST $1,850,340.00
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I would like us to use this letter as an amendment to our Letter of Agreement
dated September 6, 1996, The Gallup Organization agrees that, except as
specifically amended hereby, all of the terms and conditions of the Letter of
Agreement shall remain in full force and effect. If you have any questions,
please call me as soon as possible. Otherwise, you can simply sign and date this
letter and return it to me in the enclosed envelope.
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President CEO
The Gallup Organization @▇▇▇▇.▇▇▇
1-5-98 1-5-98
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Date Date
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@▇▇▇▇.▇▇▇
and
THE GALLUP ORGANIZATION, INC.
Addendum to Letter of Agreement
WHEREAS, @▇▇▇▇.▇▇▇., a Tennessee corporation ("@Plan.") and The Gallup
Organization, Inc. ("Gallup") have entered into a Letter of Agreement dated
September 6, 1996, as first amended on January 5, 1998 (the "Original
Agreement");
WHEREAS, Gallup desires to provide @Plan. with survey research data as
specified herein; and
WHEREAS, @Plan. and Gallup intend for this Addendum to add to, modify
or otherwise amend the Original Agreement, as amended.
NOW, THEREFORE, in consideration of the mutual agreements and
undertakings contained herein, the parties hereto agree as follows:
1. Additional Services. Gallup agrees to add the following information
to the services set forth on "Exhibit A" to the Original Agreement: The study
will move to an all RDD sample with the implementation of Wave 7, beginning
September 1, 1998.
2. Pricing. The additional services shall cost $200,000 per year,
payable in $50,000 quarterly installments. This amount is in addition to amounts
due under the Original Agreement.
3. Ownership. Gallup shall prepare the system of survey research solely
on @Plan.'s behalf and for @Plan.'s use and benefit. The parties agree that all
research and any other work Gallup performs in connection with the services
contemplated herein shall be the exclusive property of @Plan.
4. Entire Agreement. Except as expressly stated in this Addendum, all
other terms and provisions of the Original Agreement shall remain unchanged and
are in full force and effect.
5. Amendments, Etc.. No amendment, modification, termination or waiver
of any provision of this Addendum shall be effective unless that same shall be
in writing and signed on behalf of the nonrequesting party , and then such
consent shall be effective only in the specific instance and for the specific
purpose for which it is given.
6. Severability. The parties agree that in the event any provision in
this Addendum should be held to be prohibited or unenforceable, such prohibition
or unenforceability shall be ineffective only to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of this
Addendum.
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The foregoing sets forth the terms and conditions of the Addendum
between Gallup and @Plan. This Addendum shall be in effect immediately upon
signing by both parties.
@▇▇▇▇.▇▇▇ THE GALLUP ORGANIZATION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Title: CEO Title: Sr V.P.
Date: 8/18/98 Date: 8/20/98
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@▇▇▇▇.▇▇▇
and
THE GALLUP ORGANIZATION, INC.
Addendum to Letter of Agreement
WHEREAS, @▇▇▇▇.▇▇▇., a Tennessee corporation ("@PLAN"), and The Gallup
Organization, Inc. ("Gallup") have entered into a Letter of Agreement dated
September 6, 1996, as amended on January 5, 1998 and August 18, 1998 (the
"Original Agreement");
WHEREAS, @PLAN and Gallup intend for this Addendum to add to, modify or
otherwise amend the Original Agreement (as so amended hereby, the "Agreement").
NOW, THEREFORE, in consideration of the mutual agreements and
undertakings contained herein, the parties hereto agree as follows:
1. Exclusivity. During the term of this Agreement, Gallup shall conduct
Research Services (as hereinafter defined) for the Internet and online
population for use in syndicated marketing research products exclusively on
behalf of and for the benefit of @PLAN.
For purposes of this section, Research Services shall be defined as any
and all services including and related to the telephone recruitment of a survey
population of internet users and the collection of data from such population in
any form, including by means of an online survey, for use in syndicated
marketing research or database products. Research Services shall not include
online or internet research for clients who do not incorporate the research in a
syndicated database product which is marketed to subscribers for a fee.
The Research Services provided by Gallup pursuant to this Agreement are
provided for use in @PLAN's "omnibus" syndicated marketing research products
("Omnibus Products"). It is contemplated that @PLAN may contract with Gallup to
provide Research Services for use in @PLAN's specialized "vertical" syndicated
marketing research products ("Vertical Products"). In the event payments
received by Gallup from @PLAN for Research Services pursuant to this Agreement
for Omnibus Products in any calendar year are less than 90% of the payments
received in the prior calender year pursuant to this Agreement for Omnibus
Products, the exclusivity provisions of this paragraph 1 shall terminate with
respect to such Omnibus Products. In the event @PLAN contracts with Gallup to
provide Research Services for a Vertical Product and the payments received by
Gallup from @PLAN for Research Services pursuant to the agreement for such
Vertical Product in any calendar year is less than 90% of the payments received
in the prior calendar year pursuant to the agreement for such Vertical Product,
the exclusivity provisions of this paragraph 1 shall terminate with respect to
such Vertical Product.
2. Amendments, Etc.. No amendment, modification, termination or waiver
of any provision of the Agreement shall be effective unless that same shall be
in writing and signed on behalf of the nonrequesting party , and then such
consent shall be effective only in the specific instance and for the specific
purpose for which it is given.
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3. Ownership. Gallup agrees that all research and any other work Gallup
has performed or may perform, and any and all resulting work product and data,
in connection with the Research Services provided pursuant to the Agreement
shall be the exclusive property of @PLAN.
4. Severability. The parties agree that in the event any provision in
the Agreement should be held to be prohibited or unenforceable, such prohibition
or unenforceability shall be ineffective only to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of the
Agreement.
5. Governing Law. The Agreement shall be governed by, and construed in
accordance with, the laws of the State of Connecticut.
6. Entire Agreement. Except as expressly stated in this Addendum, all
other terms and provisions of the Original Agreement shall remain unchanged and
are in full force and effect.
The foregoing sets forth the terms and conditions of the Addendum
between Gallup and @PLAN. This Addendum shall be in effect immediately upon
signing by both parties.
@▇▇▇▇.▇▇▇ THE GALLUP ORGANIZATION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Title: CEO Title: Sr V.P.
Date: 2/22/99 Date: 2-19-99