Relationship Agreement - USWeb Corp. and Intel Corp.
Intel - USWeb Relationship
This Agreement ("Agreement") is entered into effective as of November 7, 1997
("Effective Date") by and between USWeb Corporation ("USWeb"), a Delaware
corporation, having an office at 2880 Lakeside Drive, Santa Clara, CA 95054,
("USWeb") and Intel Corporation, a Delaware corporation, having an office at
2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. ("Intel").
Intel and USWeb hereby agree as follows:
1. Intel/USWeb Advisory Committee: The purpose of this Agreement is to
initiate and foster an effective, collaborative, working relationship between
Intel and USWeb under the terms hereinafter set forth. In furtherance of this
objective, the parties agree to immediately establish a joint advisory committee
("Advisory Committee"). The Advisory Committee will consist of six members,
with each party designating three representatives. The purpose of the Advisory
Committee will be to oversee the development and implementation of the
initiatives contemplated under this Agreement and, correspondingly, the
expenditure of budgetary items in an amount of $2,500,000, of which $2,000,000
shall be funded by USWeb and $500,000 shall be funded by Intel. The expenditure
of such budgetary items shall be allocated as set forth in a letter from Intel
to USWeb (the "Intel Letter") that Intel will deliver to USWeb on or before 35
days after the Effective Date, provided that Intel may extend the deadline for
delivery of the Intel Letter for a reasonable period of time.
The parties recognize that, periodically, adjustments to the planned
initiatives, consistent with their mutual interests, may be appropriate.
Accordingly, the parties agree that the Advisory Committee shall meet on a
regular basis, as circumstances warrant, but no less than quarterly, and that at
least two representatives of each of the parties will attend the meetings in
person or by conference call. Any changes to matters set forth in the Intel
Letter subsequent to the date it is delivered to USWeb must be approved by the
2. Dedicated Intel Program Manager: Intel will assign a dedicated program
manager to the USWeb account to ensure that all agreed-upon activities outlined
in this Agreement are fully implemented to the reasonable satisfaction of both
3. Business Solutions. Intel is seeking to promote, in collaboration with
USWeb, the development and deployment of web-enabled, end-to-end Business
Solutions ("Business Solutions") that utilize high-end Intel Architecture
("IA"). The type, character and number of these Business Solutions will be as
determined by the Advisory Committee from time to time but including the
Business Solutions set forth in the Intel Letter.
3.1. In order to achieve these Business Solutions objectives, the
Advisory Committee will seek to identify Business Solutions that
run on high-end IA as the Advisory Committee deems appropriate
but including the Business Solutions designated in the Intel
Letter to be completed by the dates set forth therein. The Intel
Letter shall specify the schedule for developing and deploying
the Business Solutions and actions to be taken by the parties to
facilitate the development and deployment of the Business
3.2. USWeb agrees to incur costs in an aggregate amount set forth in
the Intel Letter, such amounts to be incurred in developing and
deploying all of the Business Solutions, including business,
sales and marketing plans for the Business Solutions. USWeb shall
incur approximately the same amount for each Business Solution.
3.3. All deadlines under this Agreement shall be extended to
compensate for any delays approved or caused by the Advisory
Committee or by Intel. USWeb and Intel will mutually determine
those ISVs and other vendors, including, but not limited to,
hardware and software vendors, that will provide products and/or
services in connection with the development and deployment of the
Business Solutions. The structure and terms of these
relationships with third-party vendors will be determined by
mutual agreement of the parties.
3.4. The Advisory Committee will analyze the success of each Business
Solution and determine appropriate adjustments to the program on
all levels (e.g. corporate, field offices and vendor relations).
3.5. Intel will designate a representative who will participate in
USWeb's Business Solutions Group practice on an ongoing basis to
work with USWeb and the Advisory Committee in an effort to define
and identify those solutions which shall comprise the Business
Solutions and to provide input during the implementation of those
Business Solutions that are selected.
3.6. USWeb grants to Intel, during the term of this agreement, for
marketing purposes only, a royalty-free license to display
publicly all Business Solutions developed by USWeb, and to
display and distribute publicly screen shots and other digital
images of the Business Solutions. USWeb will cooperate with Intel
in providing, developing and supporting demos.
3.7. Except for the licenses granted in this Section, USWeb shall own
all title to, and interest in, the Business Solutions, including,
without limitation, all patents, copyrights, trademarks and trade
4. Technology Showcase. USWeb will showcase the Business Solutions in USWeb's
Internet Strategy & Solutions Center ("Center"), and shall otherwise establish
IA as an internet/intranet/extranet platform for delivering business solutions
to corporate customers in the Center in accordance with guidelines to be set
forth in the Intel Letter.
4.1. USWeb agrees to exercise substantial efforts to promote Intel at
the Center. To this end, USWeb agrees to expend such amounts
within such timeframes as shall be set forth in the Intel Letter
in connection with marketing efforts related to the Center and
specifically designed to promote Intel and the Intel brand,
including signage and displays of Intel logos, joint press
activities, and distribution of Intel material. The Intel Letter
shall also address the types of demos that will be demonstrated
on the Advanced Internet Technology Showcase of the Center.
4.2. Intel shall have the right to participate in the Center's web
site. Participation will include, but not be limited to, links to
the Intel home page and specific columns, as determined by the
4.3. Intel shall have a right of first offer whereby Intel may sponsor
the SiteCast production studio.
5. ISV Networking. USWeb will evaluate and use, unless prevented by non-
suitability, software solutions from ISV's who are optimizing their products for
5.1. USWeb and Intel, under the guidance of the Advisory Committee,
will develop a plan to jointly introduce ISV's at venues and
tradeshows such as Internet World and other selected forums.
5.2. Each party will evaluate and use, where appropriate, software
solutions from strategic ISVs identified by the other party.
5.3. Each party agrees to highlight and market the advantages of ISV's
recommended by the other party and selected for solutions.
6. SiteCast Program, Joint Marketing Program and Other Activities.Through a
collaborative effort, USWeb and Intel will pursue joint marketing goals. In
order to identify and achieve these goals, within forty five (45) days following
the Effective Date, USWeb and Intel, under the guidance of the Advisory
Committee, will develop a detailed joint marketing plan ("Marketing Plan"). The
Marketing Plan, subject to the terms of the Intel Letter, will delineate
specific initiatives and objectives on a quarterly basis and will address, among
other things, two major programs, namely, the SiteCast Program and the Joint
Marketing Program, both of which are described below. The Advisory Committee
shall review the Marketing Plan at its regular meetings, and as circumstances
warrant, will adjust the Marketing Plan, periodically, as the Advisory Committee
deems appropriate, and the Marketing Plan will include such specific budget
allocations of the parties as shall be set forth in the Intel Letter.
6.1. SiteCast Program
6.1.1. Intel will be granted sponsorship of certain of the
next 12 SiteCast episodes produced by USWeb. The Intel
sponsored SiteCast episodes will be developed and
produced by USWeb using funds from the Marketing Plan
which are earmarked for this purpose in accordance with
the Intel Letter. As to each of these episodes, Intel's
sponsorship shall include the display of distinct Intel
images. The number of SiteCast episodes sponsored by
Intel and the number, type and character of the images
displayed shall be as set forth in the Intel Letter.
These images will be the appropriate Intel logo(s), as
selected by Intel. The Advisory Committee shall be
responsible for evaluating the success of the SiteCast
episodes, and commitments shall be adjusted by
agreement of the Advisory Committee. Sponsorship shall
include the display of the Intel images, under the
terms described in this Section, as well as the
associated SiteCast Flash Presentations.
6.1.2. Intel shall receive co-branded positioning (as defined
above) on all episode promotions on the SiteCast Web
site. This includes all web pages related to the
promotion of the SiteCast episode, including prominent
home page promotion.
6.1.3. The Intel sponsored SiteCast episodes will be broadcast
on future dates within a time frame set forth in the
provided, however, that the period may be extended by
the Advisory Committee should USWeb require additional
time to fully implement the SiteCast program.
Notwithstanding the foregoing, a minimum number and
deadline with respect to the Intel sponsored SiteCasts
may be designated by Intel in the Intel Letter.
6.1.4. Intel will be allowed to have a guest speaker on two
SiteCast episodes from January 1998 to December 1998,
which episodes may be in addition to those sponsored by
6.1.5. The parties will jointly engage in press activity and
press introduction of the SiteCast Program. This
includes, but is not limited to, joint press releases
and press one-on-ones. Intel shall have access to
limited registration data from all SiteCast episodes in
accordance with guidelines to be set forth in the Intel
6.2. Joint Marketing Program
6.2.1. As will be described more specifically in the Marketing
Plan, Intel and USWeb will design and implement a
campaign which, among other things, will seek to
promote co-branding, as well as the selected Business
Solutions. The campaign will include the production and
media placement of advertisements which will run in
trade and business media, subject to the approval of
the Advisory Committee. In all ads, subject to written
approval of both Intel and USWeb, the Intel logo(s)
will be featured, and IA will be prominently mentioned.
The campaign will be funded under the Marketing Plan.
Intel shall have access to limited data generated from
the campaign in accordance with guidelines to be set
forth in the Intel Letter.
6.3. Other Activities
6.3.1. The Intel Letter shall specify the means of Intel's
participation in the USWeb Certification Program.
6.3.2. USWeb will give Intel specific feedback on all lost
6.3.3. USWeb will prominently position IA and IA-based
business solutions in marketing and similar materials
in accordance with the guidelines set forth in the
6.3.4. Intel shall have the right to designate one person who
will be invited, with reasonable notice, to attend, and
participate in, USWeb Board of Directors meetings.
Intel acknowledges that the designee will not have
voting rights and may not be invited to participate in
every Board function.
6.3.5. Intel and USWeb will target trade shows and will work
together to deliver demonstrations, presentations, and
speakers at these shows on a timeframe set forth in the
Intel Letter. These trade shows and the attendant
collateral will be funded under the Marketing Program.
7. Intel Deliverables. Intel will dedicate resources from its Content Group
to jointly define and develop the activities in this Agreement in accordance
with the guidelines set forth in the Intel Letter.
8. Term, Termination, Other.
8.1. Term. This Agreement's term commences as of the Effective Date, and
terminates on the date set forth in the Intel Letter, unless earlier
terminated or unless extended by agreement of the parties; provided,
however, upon agreement of the Advisory Committee, the term will be
extended for a reasonable time and for the limited purpose to
accommodate the development and broadcast of the Intel sponsored
8.2. Termination. Either party may terminate this Agreement by written
notice if the other party is in material breach of any of its terms
and fails to cure such breach within thirty days of written notice of
8.3. Survival. Sections 3.7, 8.4, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.8
shall survive any termination of this Agreement.
8.4. Equitable Relief. In the event USWeb is in actual or anticipatory
breach of Section 10.1 of this Agreement, Intel shall be entitled to
injunctive and other equitable relief to prevent and/or redress such
breach. In the event Intel is in actual or anticipatory breach of
Section 3.6 or 3.7 of this Agreement, USWeb shall be entitled to
injunctive and other equitable relief to prevent and/or redress such
breach. The parties agree that the breach of these covenants shall
cause irreparable harm for which there is no adequate legal remedy
and that the grant of an equitable relief in such circumstances is
consistent with public policy. The parties shall be entitled to such
other remedies as may be set forth in the Intel
9. Additional Provisions.The Intel Letter, to be provided and prescribed by
Intel acting at its discretion and in good faith, will contain such other
provisions describing the relationship of the parties as may be necessary or
desirable to accomplish the goals of the strategic relationship between the
parties contemplated in this Agreement.
10. General Provisions
10.1. No Licenses. Except for the licenses expressly provided here, no
licenses are granted by either party, either expressly or by
implication, to any intellectual property of the other. Intel
shall grant licenses to USWeb to any and all Intel trademarks
used in connection with the performance of this Agreement under
separate, standard Intel license agreements. An example of an
Intel trademark license is attached as "Exhibit A."
10.2. Rights. USWeb warrants and represents that it has or shall obtain
all rights necessary to undertake the activities described in
this Agreement and to grant the licenses described herein. USWeb
shall promptly notify Intel of any charge or claim of
infringement of any third party's right relating to development,
distribution, or display of the Business Solutions, SiteCast
programming, or any other joint activity conducted under this
10.3. Indemnification. USWeb will indemnify, defend and hold Intel
harmless from any and all damages, liabilities, costs, and
expenses incurred by Intel or any of its subsidiaries as a result
of any claims, judgments, or adjudications against Intel
concerning the Business Solutions, the Center, and the SiteCast
programming. However, this indemnity shall not apply to any
trademarks or other material provided by Intel in the course of
its performance of this Agreement.
10.4. Confidential Terms. Except as otherwise provided herein, each
party shall maintain the other party's confidential disclosures
in confidence pursuant to CNDA #66688. Neither party may disclose
the existence or terms of this Agreement without the prior
written consent of the other party. Notwithstanding any other
provision of this Agreement, USWeb may file this Agreement with
the U.S. Securities and Exchange Commission in connection with a
public offering or any obligation of USWeb pursuant to the
Securities Exchange Act of 1934, as amended.
10.5. Relationship of Parties. The parties are not partners or joint
venturers, or liable for the obligations, acts, or activities of
10.6. Amendments and Assignments. Any change, modification or waiver to
this Agreement must be in writing and signed by an authorized
representative of each party. Neither party may assign this
Agreement or any portion of this Agreement to any other party
without the other's prior written consent.
10.7. Merger and Waiver. This Agreement is the entire agreement between
the parties with respect to the subject matter hereof, and it
supersedes any prior or contemporaneous agreements and
negotiations relating thereto. No waiver of any breach or default
shall constitute a waiver of any subsequent breach or default.
10.8. Limited Liability. Neither party shall be liable to the other for
lost profits, expected revenues, or development or support costs
arising from any termination of this Agreement. IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, DATA, OR
USE OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER
CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE
PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL
LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION
UNDER THIS AGREEMENT.
10.9. Export. In performing obligations under this Agreement, neither
party shall export anything in violation of US or other
10.10. Choice of Law. Any claim based on this Agreement shall be
governed by the laws of Delaware, and shall be subject to the
exclusive jurisdiction of the state and federal courts located in
the State of California.
10.11. Force Majeure. No liability or loss of rights hereunder shall
result to either party from delay or failure in performance
caused by force majeure, that is, circumstances beyond the
reasonable control of the party affected thereby, including,
without limitation, acts of God, fire, flood, war, government
action, compliance with laws or regulations, strikes, lockouts or
other serious labor disputes, or shortage of or inability to
obtain material or equipment.
10.12. Advisory Committee. An agreement, approval or action of the
Advisory Committee shall require the consent of at least two
representatives of both Intel and USWeb.
(Signature page follows)
In witness of their agreement, the parties have caused the Agreement to be
exercised below by their authorized representatives.
Intel Corporation USWeb Corporation