Exhibit 10.6
DIALOGIC/INTERACTIVE INTELLIGENCE
STRATEGIC RELATIONSHIP AGREEMENT
The following Strategic Relationship Agreement will serve as an agreement
between Dialogic Corporation (Dialogic), with its principal offices at ▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Interactive Intelligence, Inc. (Interactive
Intelligence), with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. This agreement will commence on March 1,
1999.
PRELIMINARY
1. The purpose of this document is to set out the business terms and the
mutual understandings of the parties as a result of their discussions to date.
2. The parties agree that this Strategic Relationship Agreement (the "SRA")
represents the intent of both parties as of the date of this SRA, and may be
modified over the course of time.
3. It is understood and agreed that the terms and conditions contained in
the Strategic Relationship Agreement are incomplete and subject to negotiation,
and that in the course of such negotiations, terms contained in the Strategic
Relationship Agreement SRA may be modified.
OVERVIEW
Under the terms of this agreement, Dialogic will provide to Interactive
Intelligence a series of board level computer telephony components and selected
technology upon which Interactive Intelligence will build and market its
applications. In addition, Dialogic will provide special rebate incentives,
marketing and sales support, technical support, and other incentives such that
Interactive Intelligence will be a preferred customer of Dialogic and Dialogic
will be the preferred provider to Interactive Intelligence.
Interactive Intelligence acknowledges that each of these products sold to
Interactive Intelligence will be part of Dialogic's product line and that,
except as specifically provided in this agreement and the final definitive
agreement, Dialogic will be free to market any of these boards to any other
customer. Dialogic will exclusively own all intellectual property contained in
each of the boards and associated software.
While Interactive Intelligence will give Dialogic notice and a reasonable
opportunity to meet its current and future product needs, Dialogic acknowledges
that Interactive Intelligence will be free to purchase products in a manner most
effective for its business interests. Interactive Intelligence will exclusively
own all applications software and the intellectual property contained in it.
PARTNERING
Dialogic and Interactive Intelligence will enter into a Volume Purchase
Agreement covering sales of products from Dialogic to Interactive Intelligence,
and providing Dialogic's standard terms and conditions of sale, including
warranty.
Dialogic and Interactive Intelligence will have ongoing strategic planning
meetings to optimize the sale of Interactive Intelligence products containing
Dialogic boards, and to ensure that Interactive Intelligence has an opportunity
for input into ongoing Dialogic product evolution.
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Dialogic and Interactive Intelligence will engage in coordinated marketing
activities including Interactive Intelligence's visibility as a Dialogic partner
at industry trade shows.
Dialogic will extend to Interactive Intelligence a credit line to be used
exclusively for inventory related to internal developmental and testing
purposes. The conditions of the credit line are:
1. The credit line will not exceed $100,000.
2. The price of the inventory will be determined based upon the 30,000
port discount level. Should Dialogic change its pricing policies,
this price is subject to change.
3. Interactive Intelligence is forbidden from reselling this inventory
without written permission from Dialogic.
4. The term of this arrangement is three (3) years from the date of this
signed agreement.
5. After the completion of three (3) years, Interactive Intelligence owns
the inventory outright and is not obligated to Dialogic.
6. Dialogic's inventory obligations shall terminate if Interactive
Intelligence begins to purchase a substantial portion of product from
other vendors, where such products compete directly with Dialogic
product.
Dialogic will provide Interactive Intelligence with the Valued Support Plan at
no charge for a period of one year. After that time, this arrangement will be
revisited. The formal Support Services Agreement is documented under a separate
agreement. The exact terms, conditions and deliverables for both parties are
spelled out in Exhibit A "Statement of Work - Valued Support Plan".
In an effort to maximize the usefulness and value of the Value Support Plan
(VSP), Interactive Intelligence and Dialogic agree that the services provided
under the VSP will be reviewed after the first six (6) months, with a follow-up
review after nine (9) months.
Interactive Intelligence will provide feedback in writing to Dialogic, during
both review periods, with the objective of determining the ongoing value of
renewing the VSP.
This agreement does not obligate either party to continue the VSP past the
initial twelve (12) month timeframe.
Interactive Intelligence will provide an advisory board seat for a designated
Dialogic representative (which Dialogic may change from time to time).
Dialogic's representative shall be provided with notice of all Board of
Directors meetings and access to information and materials in the same manner as
a Board member, except where such access is inappropriate due to conflicts of
interest. Dialogic's representative shall not be entitled to vote on any
matters before the Board. Any designated representative for this observer Board
seat shall sign a confidentiality and non-disclosure agreement. This provision
for an observer for the Interactive Intelligence Board of Directors' meetings
shall terminate upon the effective date of an initial public offering, currently
anticipated during the second quarter of 1999.
REBATE PROGRAM:
ASSUMPTIONS
1. Interactive Intelligence prefers to keep out of the hardware assembly
business in order to keep the costs associated with hardware out of your
revenue and profit streams. At the same time, Interactive Intelligence
would like some compensation for the use of Dialogic's hardware that is
sold as a result of their efforts.
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2. In North America, Interactive Intelligence VARs will only purchase boards
or integrated systems through a Dialogic Authorized System Integrator or
Distributor.
3. On occasion there may be instances where Interactive Intelligence is
engaged in the direct assembly of Dialogic's hardware with their software.
This will be for either large Fortune 500 customers, which will purchase
Interactive Intelligence's systems direct from Interactive Intelligence, or
large reseller accounts where cost becomes a dominating factor. In those
instances, Interactive Intelligence would like the ability to purchase
Dialogic components directly from Dialogic.
4. Interactive Intelligence would like a worldwide agreement that would cover
all markets, including EMEA/Asia/Pacific.
5. Interactive Intelligence may choose to utilize Dialogic Professional
Services and onsite Technical Support personnel for support at selected
end-user locations or in conjunction with selected installations. Dialogic
and Interactive Intelligence will work to agree on the simplest and most
cost effective billing mechanism so that these resources are available to
Interactive Intelligence.
REBATE PROGRAM MECHANICS
Dialogic will offer the following model to meet all of the items above, and
whose principal goal is that Interactive Intelligence receives EFFECTIVE OEM
discount levels based on the worldwide volumes of Dialogic hardware driven by
Interactive Intelligence software. The following are the elements of that
proposal:
1. For instances where Interactive Intelligence is required to purchase
Dialogic hardware directly from Dialogic, a 45% discount off of Dialogic's
current OEM list price will be extended.
2. For hardware that Interactive Intelligence selects that will move through
an authorized Interactive Intelligence/Dialogic Systems Integrator,
Dialogic will offer a rebate program that will pay Interactive
Intelligence, on a quarterly basis, the difference between the above quoted
45% discount, and the volume discount negotiated by Dialogic with the
authorized system integrator and/or distributor. Interactive Intelligence
and Dialogic will develop a process, that will allow for the correct
reporting process where rebates are appropriate.
3. Dialogic will work with Interactive Intelligence to identify other system
integrators where Interactive Intelligence VARs can purchase Dialogic
hardware or complete systems. There is no obligation by either party to
conclude a relationship with any system integrator. As of February 1999,
three (3) integrators have been identified: Alliance Systems Technologies;
I-BUS and Intelligent Response.
4. Based upon Interactive Intelligence's request, Dialogic will work towards
signing both a systems integrator and distributor agreement with
Intelligent Response. These agreements will contain separate terms and
conditions, along with the appropriate pricing schedules. The pricing
provided to Interactive Response will be based upon our published pricing
for the respective Dialogic category mentioned above. It is Dialogic's
understanding that Interactive Response will only resell equipment to
Interactive Intelligence VARs and end users. Interactive Response will be
treated as any other Dialogic systems integrator and/or distributor, and as
such, will be subject to audit by Dialogic. Additionally, Interactive
Intelligence will receive the quoted rebate offered in Item 2 above for all
appropriate Intelligent Response sales as outlined in the SRA.
5. In addition, it is agreed that Interactive Response, or other approved
systems integrators and distributors, will be able to provide and sell to
Interactive Intelligence's approved VARs and/or end users Dialogic
board-level product for the express purpose of offering to the end user
and/or VAR spares or upgrades to existing Interactive Intelligence
systems. Interactive Intelligence agrees that this will be offered as a
convenience to its customers and resellers and will not compete with
existing
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Dialogic distributors of board-only product. For such instances, the
pricing that Dialogic will sell to the integrator will be at Dialogic's
existing distributor pricing. The rebate Interactive Intelligence will
receive will be consistent per the terms of Item 2 above.
6. Dialogic will make available to Interactive Intelligence direct,
Interactive Intelligence's system integrators, Interactive Intelligence's
VARs, and Interactive Intelligence's end users our Professional Services.
Interactive Intelligence and Dialogic will agree on a formal escalation
process to provide these services. The goal of this procedure will be to
first and foremost solve a service affecting problem, and put a check and
balance system in place to be sure that the services are duly required when
requested. These services can be selected by Interactive Intelligence at
their option on a Time/Materials/Travel cost basis, and are available on a
global basis.
MISCELLANEOUS
GOVERNING LAW AND DISPUTES
(New York law will govern the interpretation and enforcement of this
Agreement, except that the Federal Arbitration Act, 9 U.S.C. Sections 1 to
15, will govern the arbitrability of all claims.
Dialogic and Interactive Intelligence will seek to resolve between
them, or their employees, agents, or affiliated businesses, any controversy
or dispute, whether based on contract, statute, tort, fraud,
misrepresentation, or other legal theory, related directly or indirectly to
the subject matter of this Agreement, whenever brought, first by
negotiating with each other in good faith. If such negotiations are
unsuccessful, the parties agree to enter arbitration in accordance with the
terms of this paragraph. Both parties reserve the right to obtain an
injunction to prevent the use of either party's products in violation of
this Agreement. The arbitration will be conducted by a single arbitrator
under the then-current rules and supervision of the American Arbitration
Association (AAA). The parties will mutually select the arbitrator from a
panel of persons knowledgeable in business information, electronic data
processing systems, and the nature of the electronic data processing issue
being disputed. The decision and award of the arbitrator will be final and
binding, and may be entered in any court having jurisdiction. The
arbitration will be held, and the award will be made in ▇▇▇▇▇▇ County, New
Jersey, if commenced by Interactive Intelligence, and in Indiana, if
commenced by Dialogic. The arbitrator will not have authority to award
punitive, exemplary, or other non-compensatory damages to either party.
Dialogic and Interactive Intelligence will each bear its own attorney's
fees associated with the arbitration. Dialogic and Interactive
Intelligence will pay all other costs and expenses of the arbitration as
the rules of the AAA provide. If one party files a court action alleging
claims subject to arbitration under this paragraph, and the other party
successfully stays the court action and/or compels arbitration of the
claims, the party filing the court action will pay the other party's costs
and expense, including attorney fees. Neither Interactive Intelligence or
Dialogic may bring a claim or action, regardless of form, arising out of or
related to this Agreement, including any claim of fraud or
misrepresentation, more than two years after the cause of action accrues,
except that either party may bring a later claim, if either party fails to
timely pay the other part or the injured party cannot reasonably discover
the basic facts supporting the claim within two years.
RELATIONSHIP
The only relationship between Interactive Intelligence and Dialogic that is
intended to be created by this Agreement is that of independent contractor,
and neither party shall be nor represent itself to be an agent, employee,
partner, or joint venture of the other, nor shall either party transact any
business in the name of the other, nor on the other's behalf, nor in any
manner or form make
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promises, representations or warranties, or incur any liability, direct or
indirect, contingent or fixed, for or on behalf of the opposite party.
PARTIES AND ASSIGNMENT
All rights of Dialogic granted under this Agreement may be
exercised by any wholly owned subsidiary of Dialogic agreeing to be bound
by the terms of this Agreement. The provisions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto, their
successors and assignees; provided, however (except as stated in the first
sentence of this paragraph) neither party may assign this Agreement without
the express written consent of the opposite party, that consent shall not
be unreasonably withheld; and provided further that no assignment of this
Agreement shall operate as a release of either of the parties hereto. This
agreement may be terminated by Dialogic in the event of a change in control
of Interactive Intelligence other than as a result of an underwritten
initial public offering.
ENTIRE AGREEMENT
Each party acknowledges that it has read this Agreement and
agrees to be bound by its terms and that it is the complete and exclusive
agreement and understanding between the parties, which supersedes all
previous understandings, negotiations, and proposals, whether oral or
written, except for the existing Volume Purchase Agreement, Nondisclosure
Agreement, and the Subscription Agreement for Common Stock between the
Interactive Intelligence and Dialogic Investment Corporation, each of which
shall remain in full force and effect. No modification, amendment, waiver,
consent or discharge in connection with this Agreement or any of its
provisions shall be binding upon either party unless in writing and signed
by the party sought to be charged with the same.
PUBLICITY RELEASES
No advertising, publicity release, or similar public information
concerning this Agreement shall be published by either party without prior
written consent of the other, which approval shall not be unreasonably
withheld.
DIALOGIC CORPORATION INTERACTIVE INTELLIGENCE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President Sales & Services
The Americas Title: Executive Vice President
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Date: February 19, 1999 Date: February 24, 1999
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