NEWSEDGE - ELOGIC ENTERPRISE BUSINESS PARTNERSHIP TERM SHEET ------------------------------------------------------------ A. NEWSEDGE RECEIVES: ---------------------- 1.) Perpetual non-exclusive license (the "License") to Elogic Enterprise Technology (the "Elogic Enterprise Technology") for use in NewsEdge's business product offerings which shall be products utilizing Elogic Enterprise Technology and NewsEdge's content (the "Products"). This shall include the right to sublicense in accordance with A(5) below. 2.) License shall include the right to enhancements to Elogic Enterprise Technology as developed over time in connection with changes to the Products during the two (2) year term of the development agreement as contemplated in Section A(3) below. In addition, if Elogic makes any enhancements to the Elogic Enterprise Technology during any Renewal Period (as defined in A(3) below) or Maintenance Period (as defined in B(7) below), then Elogic will provide such enhancements at no additional cost to NewsEdge, and within a reasonable time frame. 3.) Two (2) year (the "Initial Term") product development agreement that utilizes the Elogic Enterprise Technology and Elogic's engineering resources as part of development project managed by NewsEdge to develop and continually enhance the Product. Development agreement will specify a minimum commitment of five (5) Elogic full-time equivalent employees to the joint development project, including a full-time project manager. Thereafter, NewsEdge has the right to commit to the minimum payment of $1.5 million as described in Section B(1) below (a "Renewal") for annual renewals (each year being a "Renewal Period"). If NewsEdge Corporation makes said commitment it will receive the same five (5) people equivalent Elogic employee resource commitment specified above. NewsEdge reserves the right to approve the assigned Elogic employees to ensure that the employees have the proper skill sets and training for the development of the Product, such approval to not be unreasonably withheld. NewsEdge understands that Elogic will need to rotate staff to enhance the continued well-being of Elogic. At no time, shall more than 20% of the staff be a junior, rookie, or probationary employee. In addition, the Project Manager shall be a fully qualified veteran of Elogic development efforts, and capable of managing the entire engagement. 4.) Escrow agreement during the Initial Term and any Renewal Period to Elogic Enterprise Technology in the event of (i) bankruptcy or (ii) acquisition of Elogic by Factiva, Lexis/Nexis, Dialog, ______, and ______, and only in such events. 5.) Two (2) year sales and marketing agreement that gives NewsEdge the right to sublicense Elogic Enterprise Technology with the Products. The sales and marketing agreement shall provide that NewsEdge has the right to sublicense Elogic Enterprise Technology in connections with distribution of the Products which generate Covered Revenue (as defined in Section B(2) below). However, NewsEdge shall not have the right to sublicense any portion or all of the Elogic Enterprise Technology separate from the Product or in connection with distribution of the Product which does not generate Covered Revenue. The sales and marketing agreement will provide for a royalty payment to Elogic for the use of the Elogic technology as part of the license and product development agreements on a percentage of revenue basis as contemplated in Section B(2) below. NewsEdge shall have the right to annual optional renewals of the right to sublicense the Elogic Enterprise Technology for which (i) it will not be obligated to pay the minimum royalty described in B(1) below, but (ii) it will be obligated to pay the royalty described in B(2) below for each subsequent year that it renews the right to sublicense Elogic Enterprise Technology. 6.) All necessary training and any required documentation of the Elogic Enterprise Technology to be provided by Elogic to NewsEdge. B. ELOGIC RECEIVES: -------------------- 1.) Guaranteed minimum annual (calendar year) royalty payments of $1.5 million to be applied against future earned royalties for the two (2) years of the development term, payable in $125,000 monthly installments. This $1.5 million per year minimum royalty payment will be counted as an advance against the seven and one half percent (7.5%) annual royalty rate described in Section B(2) below. However, the previous year's minimum royalty payment shall not count towards any subsequent year. In the event of any Renewal under paragraph A(3) above, the annual guaranteed minimum annual royalty payments of $1.5 million will be applied against royalties during that Renewal Term according to the same mechanism as described in the above paragraph. 2.) A royalty of seven and one half percent (7.5%) of Royalty Generating Revenue. "Royalty Generating Revenue" is all Covered Revenue in excess of eighty percent (80%) of the prior year's Covered Revenue (the "Revenue Floor"). "Covered Revenue" is all Enterprise Revenue excluding professional services and installation revenue (which for purposes of deductions from Enterprise Revenue, shall not be deemed to exceed 5% of Enterprise Revenue). "Enterprise Revenue" is all NewsEdge revenue other than NewsEdge's segmented Individual.com revenue. All earned royalties will be first paid with the advance royalties described in Section B(1) above. Any excess royalties during the two (2) year development term shall be paid within forty-five (45) days after each calendar year end; upon exercise by NewsEdge of any optional extension pursuant to Section A(5) above, royalties shall be determined quarterly rather than on an annual comparative basis and shall be paid within thirty (30) days after the end of each of NewsEdge's fiscal quarters. For an illustration of how the royalties are computed, see below: In Millions of Dollars:
Business Partnership Term Sheet - NewsEdge Corp. and Elogic Corp.
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