Greenfield Online, Inc. & Greenfield Consulting
Group, Inc. Agreement
This Agreement is effective as of the 20th day of April, 1999 (Effective Date)
by and between Greenfield Online, Inc. (GFO), having a place of business at:
Greenfield Online, Inc.
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And Greenfield Consulting Group, Inc. (GCG), having a place of business at:
Greenfield Consulting Group, Inc.
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NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, it is agreed as follows:
DEFINITIONS
Unless the context requires otherwise, as used herein.
Services:
Services mean those items listed in "Agreement" to be services provided by GFO
for GCG and services provided by GCG to GFO.
Confidential Information:
Confidential Information means any proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, customers, customer lists, markets, marketing,
finances or other business information disclosed by either party (GFO OR GCG)
either directly or indirectly in writing, or orally. Confidential Information
shall also include any information that should reasonably be understood by the
receiving party to be confidential.
Confidentiality: As per currently signed Confidential Non-disclosure Agreement
and attached hereto and made a part of this Agreement.
Non-Competition:
Neither party will utilize any aspect of this relationship to directly aid a
competitor of the other party, nor solicit the employees of the other party for
employment.
AGREEMENT:
Terms of Agreement
o GFO and GCG agree to enter into a strategic partnership that will
enable GFO and GCG to develop and market joint products/services for
sales to new and existing clients of GFO and GCG.
o GFO agrees to give GCG rights to MindStorm and Focus Chat as well as
future technological developments related to these products. In
addition, GCG agrees to work with GFO to brand these products.
o GFO recruits and maintains a database for online marketing research
purposes, and solely owns the complete database. The database is
defined as the people/households and related information such as name,
address, demographic profile, etc. in the GFO database.
o This agreement shall be interpreted under the laws of the State of
Connecticut. Any dispute shall be settled by arbitration in Fairfield
County, Connecticut.
o This agreement cannot be amended except by written agreement of both
parties.
Responsibility of Parties
GFO and GCG will:
o Use each other as exclusive providers for any new projects and/or
services that require offline qualitative research, GCG's expertise,
and online research, Greenfield Online's expertise.
o Use each other as the exclusive recipient of referrals for offline
qualitative (GCG) and online quantitative (GFO), respectively, to new
and existing clients.
o Get each other's agreement and sign-off to any and all references to
each other's products, services and capabilities cited within sales
presentations and printed marketing materials, and, appropriately
reference all trademarks and copyrights of each other.
o Identify the other as a Strategic Partner in all press releases and
media interviews relating to this partnership or any other projects
that are jointly developed in the future.
New Product/New Service Addendum's
For each specific new product and new service identified, a jointly written and
agreed upon addendum to this contract will be developed specifying and including
each company's respective responsibilities, rights, service description and
compensation.
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TERM OF CONTRACT AND TERMINATION
Term. The term of this agreement shall be three years beginning upon date
of the execution of the final agreement.
Notice of Termination. At the end the three year period, either party may notify
the other of termination. Termination shall be deemed given upon delivery if
personally delivered, or forty-eight (48) hours after deposited in the United
States mail, postage prepaid, registered or certified mail, return receipt
requested.
Effect of Termination. Upon such termination, all rights and duties of the
parties toward each other shall cease except: that each party shall be obliged
to pay, within sixty (60) days of the effective date of termination, all
collected amounts owing to the other party for unreimbursed expenses and unpaid
services.
Notices. All notices required or permitted under this Agreement shall be in
writing, reference this Agreement and be deemed given: (a) when delivered
personally to an authorized representative of the receiving party; (b) when
delivered by e-mail where the sending party requests confirmation of receipt of
e-mail; one (1) day after deposit with a commercial overnight carrier for
overnight delivery, with written verification of receipt.
All communications will be sent to the following addresses:
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President & CEO
Greenfield Online, Inc.
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President & CEO
Greenfield Consulting Group, Inc.
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Attorney Fees
Should any litigation or any other formal type of dispute resolution commence
between the parties hereto concerning this Agreement or the rights and duties in
relation thereto, the party presiding in such litigation or dispute resolution
shall be entitled, in addition to other relief as may be granted, to its
reasonable attorneys' fees and court costs for such litigation or dispute
resolution.
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GCG and GFO agree to first attempt to settle any disputes through the use of
mediation and arbitration, and agree to submit to the rules of the American
Arbitration Association when and if arbitration is necessary.
IN WITNESS HEREOF, the parties have executed this Agreement as of the date set
forth under their names.
Greenfield Online, Inc. Greenfield Consulting Group, Inc.
By: ▇▇▇▇ ▇▇▇▇▇▇, Pres + CEO By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: /s/ Name: /s/
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Date: 5/14/99 Date: May 14, 1999
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