{"id":42069,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/alliance-and-co-marketing-agreement-corio-inc-and-ernst.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"alliance-and-co-marketing-agreement-corio-inc-and-ernst","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/alliance-and-co-marketing-agreement-corio-inc-and-ernst.html","title":{"rendered":"Alliance and Co-Marketing Agreement – Corio Inc. and Ernst & Young LLP"},"content":{"rendered":" ALLIANCE AND CO-MARKETING AGREEMENT\n\n\n This Alliance and Co-Marketing Agreement (\"AGREEMENT\") is entered\ninto as of April 20, 2000, (the \"EFFECTIVE DATE\") by and between Corio Inc., a\nDelaware corporation with offices at 959 Skyway Road, Suite 100, San Carlos,\nCalifornia 94070 (\"CORIO\"), and the consulting services division of Ernst & Young LLP, as the same may hereafter be constituted as an entity separate from\nErnst & Young LLP, with offices at 750 Seventh Avenue, New York, New York 10019\n(\"EYC\").\n\n BACKGROUND\n\n A. Corio is engaged in the business of sublicensing and hosting\nproprietary computer software products;\n\n B. EYC is engaged in the business of providing implementation and\nconsulting solutions and services;\n\n C. EYC is a division of Ernst & Young LLP (\"EY\") which is engaged in the\nbusiness of providing tax, audit and consulting solutions and services;\n\n D. The parties believe that the joint marketing and sales of the services\nand solutions of Corio and EYC would benefit such parties; and\n\n E. The parties wish to enter into this Agreement for the purposes of\nfacilitating the provision of implementation services and solutions involving\nCorio-licensed and hosted software products to current and future customers of\nthe parties.\n\n NOW, THEREFORE, in consideration of the mutual covenants and agreements\nset forth herein, the parties agree as follows:\n\n 1. DEFINITIONS.\n\n The following terms, for all purposes of this Agreement, shall have the\nmeanings set forth below:\n\n 1.1 \"ASP HOSTING SERVICES\" means the execution and management of,\nand providing certain levels of support (i.e., help desk) for, software\napplications on behalf of third party customers over the Internet, via a\ndedicated telecommunications link, or other similar broadband offering.\n\n 1.2 \"CONFIDENTIAL INFORMATION\" means information or data in any\nform or media including, without limitation, computer programs, code,\nalgorithms, names and expertise of employees and consultants, know-how,\nformulas, processes, ideas, inventions (whether patentable or not), schematics\nand other technical, business, financial and product development plans,\nforecasts, strategies and other similar information marked confidential or\nidentified as confidential if disclosed orally.\n\n\n\n 2\n 1.3 \"CORIO ASP HOSTING SERVICES\" has the meaning set forth in\nSection 4.1(b).\n\n 1.4 \"CORIO HOSTING IMPLEMENTATION SERVICES\" means the services\nprovided by Corio to a Customer that properly prepares the Customer and the\nCustomer's requested Products, so the Customer can utilize those Products on a\nhosted basis.\n\n 1.5 \"CORIO METHODOLOGY\" means the processes and practices required\nby Corio to properly implement and utilize the Products on a hosted basis some\nof which may be proprietary, as set forth in Section 5.4 below.\n\n 1.6 \"CORIO FOCUS\" means a dedicated group of EYC personnel\nallocated to: (i) facilitate EYC referrals of Corio Services and coordination\nbetween Corio and EYC, (ii) develop marketing and account strategies to increase\nreferrals of Corio Services, and (iii) provide implementation consulting\nservices for Corio Services.\n\n 1.7 \"CORIO SERVICES\" means (i) Corio ASP Hosting Services (as\ndefined in Section 4.1(b); and (ii) the Corio Technical Support Services (as\ndefined in Section 1.8 below). The hosting and support services that comprise\nthe Corio Services offered to future Customers may be changed or abandoned\n(subject to ongoing contractual relationships with third parties) or added to by\nCorio, in its sole discretion upon 30 days' prior written notice to EYC;\nprovided, however, Corio shall not add any services that are set forth on\nEXHIBIT G without EYC's prior written consent.\n\n 1.8 \"CORIO TECHNICAL SUPPORT SERVICES\" means the following types of\nservices offered by Corio to its customers: (i) network management and\nconnectivity; (ii) monitoring; (iii) back-up connection; (iv) data center and\napplication management and administration; (v) managing interfaces: file\ntransfers from\/to systems; (vi) rolling out Product patches and updates; (vii)\nperforming back-up and recovery; (viii) performance tuning, measurement and\nreporting; (ix) storage and security and (x) customer support.\n\n 1.9 \"CUSTOMER\" means a third-party customer of Corio that obtains\nunder sublicense the right to use all or any of the Products and also obtains\nEYC Services as part of the Value Added Solution, provided such Customer has no\nright to further distribute or sublicense such Products or EYC Services.\n\n 1.10 \"DERIVATIVE WORK(s)\" means a revision, modification,\ntranslation, abridgment, condensation or expansion of a Product or Product\nDocumentation or any form in which a Product or Product Documentation may be\nrecast, transformed, or adapted, which, if prepared without the consent of Corio\nor its licensors, would be a copyright infringement.\n\n 1.11 \"EYC METHODOLOGY\" means the processes and practices required\nby EYC to properly implement the Value Added Solution some of which may be\nproprietary, as set forth in Section 5.4 below.\n\n 1.12 \"EYC SERVICES\" means those products and services listed in\nEXHIBIT B. EYC Services may be changed, abandoned (subject to ongoing \ncontractual relationships with\n\n\n\n -2-\n 3\nthird parties), or added by EYC, in its sole discretion, upon 30 days'\nprior written notice to Corio.\n\n 1.13 \"HIGH GROWTH MIDDLE MARKET (HGMM )\" means potential Customers\nin the Territory that have less than One Billion Dollars (U.S. $1,000,000,000)\nof annual net revenues.\n\n 1.14 \"MARKS\" has the meaning set forth in Section 9.1 below.\n\n 1.15 \"PARTY\" means Corio or EYC (but not EY); \"PARTIES\" means Corio\nand EYC (but not EY).\n\n 1.16 \"PREFERRED ASP PARTNER\" has the meaning set forth in Section\n4.1 below.\n\n 1.17 \"PRODUCT DOCUMENTATION\" means standard user manuals, reference\nmanuals and\/or installation guides, or portions thereof, which a third party\nsoftware vendor provides with the Products either in hard copy or electronic\ncopy, as updated by that vendor from time to time.\n\n 1.18 \"PRODUCTS\" means the computer executable version (but not the\nsource code version) of a third party software vendor's proprietary software\nprograms set forth in EXHIBIT A (hereinafter references to Exhibit A shall\ninclude collectively all sequentially numbered Exhibits- A (i.e., A-1, A-2, and\nA-3)) attached hereto and such additional products as may be added to EXHIBIT A\npursuant to Section 4.1(b) or otherwise by Corio, in its sole discretion upon 30\ndays' prior written notice to EYC, but subject to ongoing contractual\nrelationships with third parties; provided, however, at no time may Corio add to\nEXHIBIT A any of the third party applications set forth on EXHIBIT G.\n\n 1.19 \"RULES\" means the Corio-EYC Rules of Engagement that describe\nthe framework and procedures by which EYC will provide the Value Added Solution,\nwhich is attached hereto as EXHIBIT E, which may be amended from time to time by\nthe parties.\n\n 1.20 \"SOLUTION\" of a party means the Corio Services, or the EYC\nServices, as the context requires.\n\n 1.21 \"TEMPLATE\" means an application software specific model\nindustrialized to accelerate and\/or ease the installation of the Products,\nincluding without limitation, industry, reference, business and\/or configuration\nmodels.\n\n 1.22 \"TERRITORY\" means the geographic areas of North and South\nAmerica.\n\n 1.23 \"VALUE ADDED SOLUTION\" means the services and\/or products\noffered by EYC and set forth on EXHIBIT B that, when the Products are\nimplemented therewith, add substantial value to the Products such that the\nprimary reason for a Customer to acquire the Value Added Solution is other than\nthe right to receive a sublicense to use the Products in connection with the\nCorio Services. Additional Value Added Solutions that meet the foregoing\n\n\n\n -3-\n 4\nrequirements may be added to EXHIBIT B upon written agreement of the parties.\nThe parties agree to refine and modify the scope of the Value Added Solution\nduring the term of this Agreement, including, without limitation, the products,\nservices and support each party shall provide hereunder.\n\n 2. SCOPE. This Agreement serves to formalize the arrangement between the\nparties with respect to the designation of Corio as EYC's exclusive provider of\nCorio ASP Hosting Services (as defined in Section 4.1(b)) for HGMM as well as\nthe appointment of EYC as a non-exclusive referral representative of the\nSolution to current and future customers of EYC. To this end, this Agreement\naddresses the terms and conditions under which EYC shall be appointed as Corio's\nreferral representative as well as the terms and conditions for the joint\nmarketing and promotion of the Solutions, the provision of the Value Added\nSolution and terms and conditions for other areas in which the parties may\ndesire to work together. Corio understands and agrees that the arrangement set\nforth in this Agreement applies only to EYC and does not apply to EY as a whole\nor to any of the other divisions, subsidiaries or affiliates of EY.\n\n 3. APPOINTMENT AND LICENSES.\n\n 3.1 APPOINTMENT. Subject to the terms and conditions herein, Corio\nhereby appoints EYC as Corio's non-exclusive (i) referral representative for the\nCorio Services, and (ii) systems integrator to market, promote and provide the\nValue Added Solution for the Products, and EYC hereby accepts such appointment.\nEYC's sole authority will be to solicit orders for the Corio Services and\ncontract with that third party for the provision of EYC Services in accordance\nwith the terms of this Agreement.\n\n 3.2 DOCUMENTATION LICENSE. Subject to the terms and conditions of\nthis Agreement and where permitted by Corio licensors, Corio hereby grants, and\nEYC hereby accepts, a nonexclusive and nontransferable right and license to\nintegrate the Product Documentation or any portion thereof into the\ndocumentation for the Value Added Solution for purposes of facilitating\nefficient implementation and to distribute copies of such integrated versions\nprepared by EYC to customers in conjunction with the permitted use of the\nProducts as set forth in this Agreement.\n\n 3.3 LICENSE RESTRICTIONS. EYC agrees not to (and agrees not to\nknowingly permit or authorize anyone else to): (i) use, copy or distribute the\nProducts provided to it by Corio hereunder (except as expressly permitted\nherein), (ii) make the Products provided to it by Corio hereunder available to\nunauthorized third parties, (iii) use the Products provided to it by Corio\nhereunder for the processing of internal administrative data or customer data,\n(iv) rent, electronically distribute or timeshare the Products provided to it by\nCorio hereunder, (v) market the Products provided to it by Corio hereunder by\ninteractive cable or remote processing services, (vi) create any Derivative\nWorks or otherwise modify or translate the Products or Product Documentation\nprovided to it by Corio hereunder (except for implementation with the Value\nAdded Solution as contemplated by this Section; provided that EYC understands\nthat no source code rights are granted herein; and except as the parties may\nexpressly agree in a separate written agreement entered into between the parties\nafter the Effective Date), or (vii) reverse\n\n\n\n\n -4-\n 5\nengineer, disassemble or otherwise determine or attempt to determine source code\nfrom the Products provided to it by Corio hereunder. For avoidance of doubt,\nnothing in this Section 3.3 shall be construed to restrict EYC's use or resale\nof Products obtained from the licensor or other third parties.\n\n 3.4 RESERVATION OF RIGHTS. Subject to its exclusivity obligations\nset forth in Section 4 below, each of Corio and EYC reserves the right to\nlicense, support, install and service its products, including, without\nlimitation, the Products and Value Added Solution (as applicable), in the\nTerritory, either directly to Customers and other third parties or indirectly\nthrough other systems integrators, resellers, distributors and other third\nparties or distribution channels. Further, each party reserves the right to (i)\nsolicit orders directly from and sell directly to any third party, including\nCustomers, and all distributors or other intermediaries, and (ii) appoint other\nsales representatives on a non-exclusive basis to sell its Solution.\n\n 4. EXCLUSIVITY.\n\n 4.1 By EYC. \n\n (a) For two (2) years following the Effective Date of this\nAgreement (the \"EXCLUSIVITY TERM\"), EYC shall designate and use Corio as its\nexclusive provider of Corio ASP Hosting Services for HGMM in the Territory. EYC\nagrees that EYC is included in this exclusivity restriction such that EYC itself\nshall not offer Corio ASP Hosting Services to HGMM in the Territory.\n\n (b) EYC further agrees that, during the Exclusivity Term, EYC shall\nnot enter into any agreement with any third party to provide Corio ASP Hosting\nServices for HGMM in the Territory or provide referrals to any third party for\nCorio ASP Hosting Services for HGMM in the Territory, except as otherwise\npermitted herein. For purposes of this exclusivity provision, \"CORIO ASP HOSTING\nSERVICES\" means ASP Hosting Services for the Products listed in EXHIBIT A, Corio\nTechnical Support Services related to such Products as well as those ASP Hosting\nServices for other third party vendor proprietary software programs (\"OTHER\nPRODUCTS\") that Corio intends to offer within six (6) months after receipt by\nCorio of a request by EYC for ASP Hosting Services for such Other Products;\nprovided, Corio provides EYC with a letter of intent within five (5) business\ndays of receipt of EYC's request stating that it intends to and will be able to\nprovide such ASP Hosting Services for such Other Products within six (6) months.\nFor purposes of clarification, if EYC requests any Other Product, or refers a\nCustomer to Corio and that Customer requires ASP Hosting Services for any Other\nProduct, if, within five (5) days, Corio elects to state its intent to offer the\nASP Hosting Services for such Other Product within six (6) months of such notice\nby EYC, such ASP Hosting Service will be deemed included as a \"Corio ASP Hosting\nService\" and the Other Product will be added to EXHIBIT A-1 as a Product.\nHowever, if (i) Corio does not state its intent to offer the ASP Hosting Service\nfor such Other Product within six (6) months in accordance with the immediately\npreceding sentence or (ii) Corio does state its intent to offer the ASP Hosting\nService for such Other Product within six (6) months and does not offer such ASP\nHosting Services within the six (6) month period, such ASP Hosting Service will\nnot be deemed \"Corio ASP Hosting Services\" and EYC may provide or\n\n\n\n -5-\n 6\nenter into any agreement with a third party to provide such ASP Hosting Services\nfor such Other Product for the remaining term of this Agreement. With respect to\nOther Products for which Corio does not currently offer but, in accordance with\nthis Section 4.1(b), Corio states its intention to offer ASP Hosting Services\npursuant to this Section 4.1(b), EYC may respond to market conditions through\nany means necessary until such time as Corio provides ASP Hosting Services for\nsuch Other Product. EYC and Corio may also mutually agree to identify other\nproprietary software programs and specific services for specific market\nsegments, and territories that Corio is not currently offering and exclude these\nproprietary software programs and specific services from \"Corio ASP Hosting\nServices\" and EYC may respond to market conditions through any means necessary\nto provide these specific services for specific market segments in specific\nterritories during the remaining term of this Agreement.\n\n (c) Corio hereby acknowledges and agrees that the third party\nvendor proprietary software programs listed on EXHIBIT G and any and all related\nservices, including, without limitation, ASP Hosting Services (the \"EXCLUDED\nPRODUCTS AND SERVICES\"), shall not, without the prior written consent of EYC, in\nits sole discretion, be subject to the exclusivity or Preferred ASP Partner\nprovisions of this Agreement and EYC shall have no referral obligations with\nrespect to the Excluded Products and Services.\n\n (d) Corio acknowledges that as of the Effective Date, EYC has\ncertain agreements in place with third parties for ASP Hosting Services. Corio\nagrees that EYC shall not be deemed to be in breach of the terms of this Section\n4.1 with respect to those agreements listed on EXHIBIT H hereto.\n\n (e) During the term of this Agreement, following the conclusion of\nthe Exclusivity Term, EYC agrees to designate Corio as its \"Preferred ASP\nPartner\" for the remainder of the term of this Agreement. As a \"PREFERRED ASP\nPARTNER,\" EYC agrees that, so long as Corio has performed at or above the\nservice level agreements with its Customers and provides market-competitive\nrates to EYC customers, (i) the majority of EYC's leads for Corio ASP Hosting\nServices that Corio offers in the Territory for HGMM shall be passed through to\nCorio and (ii) EYC shall refer to Corio as a \"Preferred ASP Partner\" in all\npublic announcements regarding the relationship established by this Agreement.\n\n (f) The obligations of EYC under this Section 4 are subject to the\nother terms and conditions herein, including, without limitation, Section 4.2(b)\n\n 4.2 By Corio. Corio hereby agrees that, during the Exclusivity Term:\n \n (a) It shall ensure that any Customer referred to Corio by EYC is\nreferred back to EYC for the provision of the Value Added Solution; and\n\n (b) If, for any reason, (i) it is unable to meet the requirements\nof a potential Customer referred to Corio by EYC or (ii) if the potential\nCustomer is unwilling to engage Corio to provide the ASP Hosting Services the\npotential Customer requires or is unwilling to wait until such services are\navailable from Corio, then Corio shall so notify EYC with respect to that\npotential Customer within four (4) business days thereof. In either case, EYC\n\n\n\n -6-\n 7\nmay either provide the requested ASP Hosting Services to that customer or may\nrefer that particular customer to an alternative provider. The parties agree\nthat these determinations shall be handled on a case by case basis; and\n\n (c) It shall not enter into an agreement substantially similar to\nthis Agreement with KPMG, Deloitte and Touche, Arthur Andersen, Andersen\nConsulting or PricewaterhouseCoopers or their respective successors; provided,\nhowever, notwithstanding the foregoing, Corio shall be free to utilize such and\nother consulting partners for implementation and consulting services for\npotential and existing Corio customers that are not referred to Corio by EYC.\n\n (d) For twenty-five percent (25%) of the potential customers\ngenerated by EYC hereunder that request software applications or combinations of\napplications during a calendar quarter which do not include an application on\nEXHIBIT A-1, Corio will either (i) offer that referral to EYT (as defined in\nSection 6.3(a) below), so that EYT may contract directly with that referral for\nASP Hosting Services or (ii) offer EYT the opportunity to act as Corio's\nsubcontractor in providing the ASP Hosting Services to that referral. For\npurposes of clarification, if a customer requests an application that is not on\nany of EXHIBIT A, EXHIBIT G or EXHIBIT I, EYC shall provide Corio with the\nreferral in accordance with Section 4.1 above.\n\n (e) For potential customers that request a combination of EXHIBIT\nA-3 and EXHIBIT I applications only, EYC may offer all such referrals directly\nto EYT; however, such referrals from EYC to EYT shall count as EYC referrals to\nCorio and Corio referrals to EYT solely for the purposes of calculating Corio's\nobligation to offer EYT twenty-five percent (25%) of the potential customers\ngenerated by EYC and referred to Corio in connection with this section. Such\nreferrals shall be referred to EYT as \"DIRECT EYT REFERRALS.\" In the case of\nsuch Direct EYT Referrals, EYC shall inform Corio of the referral but not the\nidentity of the customer that is being referred. If Corio reasonably believes\nthat a disproportionate number of Direct EYT Referrals are being provided by EYC\nto EYT, upon notification by Corio to EYC of such belief, the parties shall\nconfer and, upon inquiry by Corio, EYC shall inform Corio with respect to each\nsuch Direct EYT Referral of the efforts, if any, that were made by EYC to\npresent Corio ASP Hosting Services or, if applicable, the reasons why it was\ninappropriate to present Corio ASP Hosting Services to the customer. With\nrespect to Direct EYT Referrals where EYC did not present Corio ASP Hosting\nServices to the customer and fails to provide Corio with a bona fide reason why\nit did not present Corio ASP Hosting Services to that customer, EYC shall, upon\nCorio's request, provide Corio with the name and address of the customer that is\nthe subject to such EYT Direct Referral and Corio may contact that customer for\nthe purpose of attempting to establish a business relationship, but shall not\nidentify itself as having been referred by EYC.\n\n (f) With respect to the referral obligations under Section 4.2(d)\nabove: (i) the selection of EYC referrals to offer to EYT shall be made by Corio\nusing bona fide business objectives and shall not be based solely on the amount\nof revenue to be generated by the potential customer; (ii) Corio's obligation in\nSection 4.2(d) above is contingent upon execution of an agreement by EYT and\nCorio on the applicable terms and conditions; and (iii) referrals to EYT in\nconnection with Section 4.2(d) above may exceed 25%. Corio agrees it shall use\ngood\n\n\n\n\n -7-\n 8\nfaith negotiating such agreement and that such agreement shall not unreasonably\ndeviate from generally accepted industry standards.\n\n\n 4.3 BINDING EFFECT. The parties expressly agree that the\nexclusivity provisions contained in this Section 4 shall be binding on any\nsuccessor or successors to the businesses of EYC or Corio.\n\n 4.4 NO FORCE OR EFFECT. The parties understand and agree that if\nCorio shall not have completed its initial underwritten offering of securities\nto the public (a \"QUALIFIED IPO\") by December 31, 2000, then at any time during\nthe Exclusivity Term, EYC may elect, by written notice to Corio, to terminate\nthe continuing exclusivity and Preferred ASP Partner obligations of EYC pursuant\nto Section 4.1 above. If EYC elects to terminate such provisions, (i) EYC\nacknowledges that Corio shall thereupon have the right to repurchase a portion\nof the shares otherwise issuable under the warrants (or, if the warrants shall\nnot have been exercised, Corio shall have the right to cancel a portion of the\nwarrants), all as provided in the Warrant Rights Agreement and the Investors\nRights Agreement between the parties and of even date herewith, and (ii) any\nsuch failure by Corio to so close a Qualified IPO shall not be deemed a breach\nof this Agreement, and (iii) Corio's obligations under Section 4.2(d) shall\nterminate and (iv) other than the continuing exclusivity and Preferred ASP\nPartner obligations of EYC pursuant to Section 4.1 hereof, this Agreement will\ncontinue in full force and effect.\n\n 4.5 REMEDY. Notwithstanding the foregoing, if a party breaches its\nobligations under either Section 4.1 or 4.2 above, as applicable, the\nnon-breaching party shall give notice of such breach to the breaching party and\nif the breaching party has not cured such breach within thirty (30) days of\nreceipt of such notice, in addition to any other remedies available to the\nnon-breaching party hereunder, the exclusivity obligations of the non-breaching\nparty set forth in this Section 4 shall be deemed terminated and, in the event\nEYC is the non-breaching party, the status of Corio as a Preferred ASP Partner,\nand the related promotional and referral obligations of EYC, shall be deemed\nterminated and if Corio is the non-breaching party, Corio shall no longer be\nobligated to offer the additional discounts on Corio Services to referred\ncustomers as set forth on EXHIBIT C, provided that Corio shall be obligated to\ncontinue such discounts for Customer agreements then in effect.\n\n 4.6 LEADS. EYC and Corio shall work together to develop the\nnecessary criteria and processes for jointly reviewing and determining if a\nprospect is a potential customer of the Value Added Solution and\/or the\nProducts. During the Exclusivity Term, upon becoming aware of a potential\ncustomer of the Products, EYC shall promptly notify Corio so that Corio may\nbegin qualification of the sales opportunity and the parties may jointly scope\nthe Value Added Solution and the Corio Hosting Implementation Services needed by\nthat customer. The parties shall mutually agree upon a lead and sales generation\nprocess applicable for qualifying and scoping such customers. During the term of\nthis Agreement following the Exclusivity Term, the parties shall apply such\nprocedures to leads that are referred pursuant to Section 4.1(d).\n\n 4.7 ACCOUNT MANAGEMENT. Account management generally refers to\nhaving primary ownership for a customer relationship. Corio and EYC shall work\ntogether to determine \n\n\n\n -8-\n 9\n\nthe appropriate \"account management\" structure for a joint Corio-EYC account.\nThe structure of account management shall be influenced by the following: 1) the\nparty first identifying the opportunity, 2) the type of ongoing services to be\nprocured by the customer (e.g., ASP hosting, business process outsourcing,\nservices, etc.), and 3) the number of contracts signed by the customer for\nCorio-EYC services (e.g., a single contract for all services vs. several\ncontracts for different services). The parties understand and agree that neither\nparty intends to exclude the other from having appropriate relationships with\njoint customers. Therefore, unless otherwise agreed by the parties, (i) when EYC\nrefers a potential customer to Corio, EYC shall be assumed to be the primary\n\"account manager\" to that potential customer, such that EYC shall be responsible\nfor the overall management of each potential customer; and (ii) when Corio\nrefers a potential customer to EYC, Corio shall be assumed to be the primary\naccount manager to that potential customer, such that Corio shall be responsible\nfor the overall management of each potential customer. Upon mutual consent of\nthe parties, either party may elect to appoint the other party as the primary\naccount manager. The parties understand and agree that in all cases Corio shall\nhave a direct contractual relationship with the Customer with respect to the\nCorio Hosting Implementation Services and the Corio Services. In all contacts\nwith any potential customers, both EYC and Corio shall represent each other in a\npositive manner. EYC and Corio agree that they shall not seek the preferential\nfavor of any potential customer or make any prejudicial comments that would\ndetrimentally effect the other party's relationship with any potential customer.\n\n 5. VALUE ADDED SOLUTION.\n\n 5.1 CORIO FOCUS. EYC agrees to develop a business group dedicated\nto supporting the Corio ASP Hosting Services and whose purpose is to market and\npromote Corio Services to EYC customers, facilitate referrals from EYC,\ncoordinate EYC and Corio activities, and provide implementation services offered\nby EYC as part of the Value Added Solution.\n\n 5.2 SERVICES AND RULES OF ENGAGEMENT. This Section 5.2 sets forth\nthe terms and conditions under which Corio shall engage EYC to perform\nimplementation services, and does not cover any joint development activities\nthat the parties may choose to undertake pursuant to a separate written\nagreement entered into after the Effective Date. EYC agrees to coordinate with\nthe Corio Hosting Implementation Services team in connection with the provision\nof the Value Added Solution to any EYC referral that becomes a Customer.\nFurther, EYC agrees to use commercially reasonable efforts to perform or cause\nto be performed for Corio the EYC Services described in the Rules. The Rules\nshall, when executed by EYC and Corio, be attached to this Agreement as EXHIBIT\nE and be subject to the terms and conditions set forth herein. EYC and Corio\nshall develop appropriate procedures to facilitate timely and appropriate\ncoordination of efforts. Such appropriate procedures shall include, among other\nthings, detailed task level project plans (including appropriate milestones and\ndeliverables) accepted in writing by the parties, project management approach,\nstaffing, escalation policy and procedure, project status tracking and\nreporting, and acceptance and testing criteria. Corio shall provide such\ninformation and assistance as is reasonably required to permit EYC to complete\nthe Value Added Solution in accordance with the Rules.\n\n\n\n -9-\n 10\n 5.3 TEMPLATES. During the term of this Agreement the parties may,\nindependently or jointly, develop Templates to be used in conjunction with the\nValue Added Solution. At any such time, either Corio or EYC may request the\ninput or assistance of the other such party in developing Templates. Each such\nparty shall own all right, title, and interest in and to the Templates that it\ncreates. Without limiting the generality of the foregoing, each of Corio or EYC\nshall grant the other party a non-exclusive, non-transferable, perpetual right\nand license (with no right to sublicense) to freely use the Templates, whether\ndeveloped independently or jointly, in connection with that party's business.\nFurther, the parties shall attempt to determine in advance which Templates will\nbe jointly developed (the \"JOINT TEMPLATES\"), provided, however, if, by\nagreement of the parties, one party contributes a significant amount of\nassistance or input to a Template primarily created by the other party pursuant\nto this Agreement, that Template shall be deemed a Joint Template. The Joint\nTemplates shall be jointly owned by the parties, each of whom may exploit such\ntemplates without any duty to account to the other. Authorship, inventorship,\nand other indicia of which such party developed the Templates shall be\ndetermined in accordance with United States intellectual property laws in effect\nat the time of such development. In the event any Joint Template is patentable,\nthe parties shall each pay one half of the expenses of seeking and maintaining\npatent protection, provided that either such party may elect at its own expense\nto seek and maintain patent protection if the other party declines to pay its\nshare of the expenses. The parties may each license third parties to use Joint\nTemplates, applications filed thereon, and patents issuing therefore without\naccounting to the other.\n\n 5.4 METHODOLOGY.\n\n (a) Methodology. All implementation services provided by EYC to\nCustomers as part of the Value Added Solution shall be in accordance with the\nCorio Methodology and\/or EYC Methodology, as mutually determined by Corio and\nEYC.\n\n (b) Modifications to Methodology. During the term of this\nAgreement, EYC and Corio may work together to modify the Corio Methodology with\nbest practices from the EYC Methodology and the EYC Methodology with the best\npractices from the Corio Methodology. For purposes of this Section 5.4, the term\n\"Modifications\" means all inventions, improvements, works of authorship and\nother innovations of any kind, including, without limitation, any improvements\nor modifications to a party's Methodology or Rules, that one party, or personnel\nworking for or at the request of that party, may make, conceive, develop or\nreduce to practice, alone or jointly with others, in the course of this\nAgreement, whether or not they are eligible for patent, copyright, trademark,\ntrade secret or other legal protection. The parties may jointly \"brand\" the\nModifications to the Corio Methodology with the trademarks of both parties\n(collectively, the \"CORIO MODIFIED METHODOLOGY\"). The parties specifically agree\nthat the portion of the Corio Modified Methodology that is confidential or\notherwise not generally known in, or used by, the industry, as indicated by\nCorio, shall not be disclosed to third parties without the mutual consent of\nboth EYC and Corio, which consent shall not be unreasonably withheld or delayed,\nprovided that such authorized third party enters into an agreement that protects\nthe confidentiality of the Corio Modified Methodology. Further, the parties may\njointly \"brand\" the Modifications to the EYC Methodology with the trademarks of\nboth parties (collectively, the \"EYC MODIFIED METHODOLOGY\"). The parties\nspecifically agree that the portion of the EYC\n\n\n\n\n -10-\n 11\n\n\nModified Methodology that is confidential or otherwise not generally known in,\nor used by, the industry, as indicated by EYC, shall not be disclosed to third\nparties without the mutual consent of both EYC and Corio, which consent shall be\nnot be unreasonably withheld or delayed, provided that such authorized third\nparty enters into an agreement that protects the confidentiality of the EYC\nModified Methodology. Except as set forth in Section 5.4(c), nothing in this\nAgreement is intended, nor shall grant EYC ownership interests in and to the\nCorio Methodology or the Corio Modified Methodology, whether jointly branded or\notherwise and EYC shall not use the Corio Methodology for the benefit of third\nparties. Except as set forth in Section 5.4(c), nothing in this Agreement is\nintended, nor shall grant Corio ownership interests in and to the EYC\nMethodology or the EYC Modified Methodology, whether jointly branded or\notherwise and Corio shall not use the EYC Methodology for the benefit of third\nparties.\n\n (c) Ownership. The terms of this Section 5.4(c) shall apply unless\nthe parties expressly agree otherwise in the Rules that references this Section\n5.4(c). EYC agrees that all Modifications as they relate to the Corio\nMethodology and Corio Modified Methodology shall be the property of Corio\n(subject to EYC's underlying rights in and to any EYC-Created Modification) and\nEYC hereby assigns all of its rights in the Corio Methodology and Corio Modified\nMethodology (except with respect to any EYC Marks or any EYC-Created\nModification) and in all related patents, patent applications, copyrights, mask\nwork rights, trademarks, trade secrets, rights of priority and other proprietary\nrights to Corio. Notwithstanding the foregoing, any Modifications created by EYC\nprior to or during the term of this Agreement which have applicability beyond\nthe Corio Methodology (\"EYC-Created Modifications\") shall be owned by EYC.\nCorio, in its sole discretion, shall have the unrestricted right to license any\nModifications to the Corio Methodology (including EYC-Created Modifications),\nand\/or incorporate any Modifications to the Corio Methodology into the Corio\nMethodology or Corio Modified Methodology, for use by other licensees or\ncustomers of Corio. Without limiting the generality of the foregoing, Corio\nshall grant EYC a non-exclusive, non-transferable right and license (with no\nright to sublicense) to use the Corio Modified Methodology solely in connection\nwith EYC's provision of the Value Added Solution to Customers. Corio agrees that\nall Modifications as they relate to the EYC Methodology and EYC Modified\nMethodology shall be the property of EYC (subject to Corio's underlying rights\nin and to any Corio-Created Modification) and Corio hereby assigns all of its\nrights in the EYC Methodology and EYC Modified Methodology (except with respect\nto any Corio Marks or any Corio-Created Modification) and in all related\npatents, patent applications, copyrights, mask work rights, trademarks, trade\nsecrets, rights of priority and other proprietary rights to EYC. Notwithstanding\nthe foregoing, any Modifications created by Corio prior to, or during the term\nof this Agreement which have applicability beyond the EYC Methodology\n(\"Corio-Created Modifications\") shall be owned by Corio. EYC, in its sole\ndiscretion, shall have the unrestricted right to license any Modifications to\nthe EYC Methodology (including Corio-Created Modifications), and\/or incorporate\nany Modifications to the EYC Methodology into the EYC Methodology or EYC\nModified Methodology, for use by other licensees or customers of EYC. Without\nlimiting the generality of the foregoing, EYC shall grant Corio a non-exclusive,\nnon-transferable right and license (with no right to sublicense) to use the EYC\nModified Methodology solely in connection with Corio's provision of the Corio\nASP Hosting Services to Customers.\n\n\n\n -11-\n 12\n 5.5 FURTHER ASSURANCES. Each party shall, and shall cause its\nemployees and agents to sign, execute and acknowledge or cause to be signed,\nexecuted and acknowledged without costs, but at the expense of the other party,\nany and all documents and to perform any such acts as may be reasonably\nrequested by the other party for the purposes of perfecting any of the foregoing\nassignments and obtaining, enforcing, and defending intellectual property rights\nrelated thereto.\n\n 6. SALES, MARKETING, AND PROMOTIONAL ACTIVITIES.\n\n 6.1 CORIO FOCUS LEADERS. EYC shall appoint a dedicated employee in\nthe Territory where EYC and Corio are marketing and promoting the Value Added\nSolution to act as the Territory Corio Focus leader (\"FOCUS LEADER\"). This Focus\nLeader shall be responsible for managing and overseeing the success of sales,\nscoping and Customer IMPLEMENTATION. The Focus Leader may appoint dedicated\nemployees in each region of the Territory to act as the regional Focus Leader.\n\n 6.2 JOINT STRATEGIC ACTIVITIES.\n\n (a) Press Releases. Promptly following the Effective Date, the\nparties shall issue a mutually agreed joint press release regarding this\nAgreement and the relationship contemplated herein. Further, each party may use\nthe name of the other party in press releases, product brochures and financial\nreports indicating the relationships contemplated by this Agreement. Any use\nbeyond the foregoing shall be subject to the prior written approval of the other\nparty. Public relations and press releases regarding the Products shall be the\nsole and exclusive responsibility of Corio.\n\n (b) Joint Marketing Plan. The parties shall engage in the joint\nmarketing and promotion activities described in EXHIBIT D, which shall include\nwithout limitation, participation by relevant members of all parties during\nCorio's public presentations during the IPO process at Corio's discretion (\"ROAD\nSHOW\"). Each party agrees to provide the other with appropriate sales tools\n(e.g., slide presentations, marketing collateral, etc.) to better enable each\nfirms sales force to sell the Value Added Solution and Corio Services. Each\nparty agrees to designate a \"RELATIONSHIP MANAGER\" who shall be responsible for\nthe overall management and support of the alliance described in this Agreement.\nThe Relationship Managers shall be those parties set forth on EXHIBIT D. The\nRelationship Managers shall meet, either in person or by telephone, at mutually\nagreeable times and no less than once per quarter, to review and coordinate\nsales efforts, review customer response, and address other topics related to the\nsuccessful marketing and distribution of the Solutions.\n\n (c) Technical Support. The parties shall meet, either in person, or\nby teleconference, no less than a calendar quarterly basis (or otherwise as\nreasonably requested by a party) to ensure that each party receives adequate and\nnecessary technical support for its sales, marketing and promotional activities.\n\n (d) Additional Services. During the term of this Agreement, the\nparties agree to discuss in good faith the possibility of marketing, selling and\nimplementing other\n\n\n\n -12-\n 13\nenterprise application solutions to HGMM that may become available in the\nfuture, in addition to the initial Value Added Solution.\n\n (e) Executive Meetings. The parties shall participate in executive\nreview meetings as mutually agreed upon by the parties.\n\n (f) Facilities. Each party shall provide itself with, and be solely\nresponsible for, (i) such facilities, employees, and business organization, and\n(ii) such permits, licenses, and other forms of clearance from governmental or\nregulatory agencies, if any, as it deems necessary for the conduct of its\nbusiness operations in accordance with this Agreement.\n\n (g) Joint Development. From time to time the parties may present to\neach other possible joint development activities for product solutions to\ncustomer requirements, and the parties may enter into a separate agreement for\nsuch activities pursuant to such terms and conditions as they shall agree.\n\n 6.3 EYC OBLIGATIONS. During the term of this Agreement, EYC shall:\n\n (a) introduce Corio to personnel at E&Y Technologies, Inc. (\"EYT\")\nso that Corio can attempt to negotiate agreements with EYT that (i) will provide\nCorio with access to the catalog of software packages and offerings to which EYT\nhas reseller rights, including, but not limited to, the products of Oracle\nCorporation, JD Edwards, Baan, and I2 and (ii) will detail the subcontracting\nrelationship contemplated under Section 4.2(e) above. The parties understand,\nhowever, that any such agreements must be separately negotiated between Corio\nand EYT and that EYC can offer no assurances that EYT will be interested in\nentering into such agreements;\n\n (b) maintain staff and facilities which in the reasonable judgment\nof Corio are capable of achieving sales goals jointly agreed upon by Corio and\nEYC, which will be set forth in the Marketing Plan. Every six (6) months after\nthe Effective Date, the sales goals for the preceding six (6) months will be\nreviewed by the parties and the parties will mutually agree on the sales goals\nfor the following six (6) month period;\n\n (c) at its own cost and expense, exert commercially reasonable\nefforts to promote and otherwise create a market for the Value Added Solution\nfor HGMM within the Territory, which may include, without limitation, sales\ncalls, direct mail solicitation, advertising and participation in trade shows\nand exhibits and the purchase and display of Product demonstration units. All\nmarketing and promotional activities and materials used by EYC with respect to\nProducts and the Value Added Solution, other than those provided by Corio, that\nbear Corio Marks shall conform to Corio's written Mark guidelines and EYC shall\nprovide samples of any such materials to Corio upon Corio's request, in order to\nprotect Corio's rights in its Marks. EYC shall avoid deceptive, misleading,\nillegal and unethical practices in connection with marketing and promotion of\nthe Value Added Solution;\n\n (d) make no representations, guarantees or warranties (i) on behalf\nof Corio or any of its suppliers or (ii) regarding the performance or functional\ncharacteristics of the Products beyond those stated in Corio's then current\ncustomer hosting and subscription\n\n\n\n -13-\n 14\nagreements. EYC shall use commercially reasonable efforts to protect Corio's and\nits licensors' copyrights, shall notify Corio of any breach of a material\nobligation under any such agreement, and will cooperate with Corio in any legal\naction to prevent or stop unauthorized use, reproduction or distribution of the\nProducts;\n\n (e) use all commercially reasonable efforts to either attain, or\ntrain consultants with the skills necessary to meet EYC's obligations, as Corio\nadds new services to its offering of Corio ASP Hosting Services, and provided\nEYC does not have consultants skilled or trained to perform the Value Added\nSolution associated with these new services. If after a reasonable amount of\ntime EYC still does not have the necessary trained consultants, Corio may seek\nother suppliers for the Value Added Solution services and such action shall not\nbe deemed a breach of Corio's obligations under Section 4.2 above;\n\n (f) keep and maintain accurate books and records in connection with\nEYC's activities under this Agreement and as reasonably required for\nverification of amounts to be paid hereunder;\n\n (g) comply with all laws, regulations and other legal requirements\nthat apply to this Agreement, including tax and foreign exchange legislation,\nand laws, rules and regulations relating to the export of technical data,\nincluding, without limitation, any regulations of the United States Office of\nExport Administration and other applicable government agencies. EYC will provide\nCorio with the assurances and official documents (to the extent that such\ndocuments are in EYC's files) that Corio periodically may request to verify\nEYC's compliance with this subsection;\n\n (h) notify Corio promptly in writing of (i) any claim or proceeding\ninvolving the Products that comes to its attention, and (ii) any material change\nin control of EYC;\n\n (i) introduce Corio to EY personnel so that Corio can attempt to\nnegotiate and execute a complementary operating agreement between EY and Corio;\nprovided, however, that EYC can offer no assurances that EY will be interested\nin entering into such an agreement;\n\n (j) develop the capabilities to market and sell Corio Services and\nEYC Services and implement the Value Added Solution effectively with Corio\nHosting Implementation Services, including, without limitation, having the EYC\nCorio Focus Group receive training from Corio, having EYC and EYC personnel\nattend any training provided by the EYC Corio Focus Group or by Corio, learning\nhow to use the sales tools that Corio provides and having EYC engagement\nmanagers attend training to learn the requirements Corio has to host effectively\nthe Corio Services.\n\n 6.4 CORIO OBLIGATIONS. During the term of this Agreement, Corio shall:\n\n\n (a) use commercially reasonable efforts to promptly pursue leads\ngenerated by EYC for Corio ASP Hosting Services and to provide such Corio ASP\nHosting Services to all EYC customers;\n\n\n\n -14-\n 15\n (b) conduct training sessions from time to time at its California\nlocation, or at another location with EYC paying for reasonable travel, lodging\nand meal expenses, for the Products in a manner sufficient for EYC to satisfy\nits implementation and Solution obligations under this Agreement;\n\n (c) provide support to EYC as set forth in EXHIBIT F attached\nhereto. Corio and EYC agree to work together to ensure the quality of the Value\nAdded Solution, if applicable. The foregoing does not constitute a warranty from\nCorio to EYC or Customers;\n\n (d) market, sell and manage the Corio Services on a\npost-implementation basis. These management responsibilities include, without\nlimitation, hardware\/software\/network provisioning, application support,\ndatabase administration, hosting, upgrades, training, customer services and\nother services related to the day to day management and support of the Products;\n\n (e) keep and maintain accurate books and records in connection with\nCorio's activities under this Agreement and as reasonably required for\nverification of amounts to be paid hereunder;\n\n (f) maintain reasonable staff and facilities capable of providing\nthe Corio Services based on the sales goals jointly agreed upon by Corio and\nEYC, which will be set forth in the Marketing Plan. Every six (6) months after\nthe Effective Date, the sales goals for the preceding six (6) months will be\nreviewed by the parties and the parties will mutually agree on the sales goals\nfor the following six (6) month period;\n\n (g) at its own cost and expense, exert commercially reasonable\nefforts to promote and otherwise create a market for the Corio Services for HGMM\nwithin the Territory, which may include, without limitation, sales calls, direct\nmail solicitation, advertising and participation in trade shows and exhibits and\nthe purchase and display of Product demonstration units. All marketing and\npromotional activities and materials used by Corio with respect to Products and\nthe Value Added Solution, other than those provided by EYC, that bear EYC Marks\nshall conform to EYC's written Mark guidelines and Corio shall provide samples\nof any such materials to EYC upon EYC request, in order to protect EYC's rights\nin its Marks. Corio shall avoid deceptive, misleading, illegal and unethical\npractices in connection with marketing and promotion of Corio Services;\n\n (h) comply with all laws, regulations and other legal requirements\nthat apply to this Agreement, including tax and foreign exchange legislation,\nand laws, rules and regulations relating to the export of technical data,\nincluding, without limitation, any regulations of the United States Office of\nExport Administration and other applicable government agencies. Corio will\nprovide EYC with the assurances and official documents that EYC may periodically\nmay request to verify Corio's compliance with this subsection;\n\n (i) notify EYC promptly in writing of any material change in\ncontrol of Corio;\n\n\n\n -15-\n 16\n (j) assist EYC to develop the capabilities to market and sell Corio\nServices and EYC Services and implement the Value Added Solution effectively\nwith Corio Hosting Implementation Services, including training the EYC Corio\nFocus Group, assisting the EYC Corio Focus Group as they train EYC personnel,\nproviding sales tools, and providing training at market rates to EYC engagement\nmanagers so they can learn the requirements Corio has to host effectively the\nCorio Services; and\n\n (k) make no representations, guarantees or warranties on behalf of\nEYC or any of its suppliers. Corio shall use commercially reasonable efforts to\nprotect EYC's and its licensors' copyrights, shall notify EYC of any breach of a\nmaterial obligation under any such agreement, and will cooperate with EYC in any\nlegal action to prevent or stop unauthorized use, reproduction or distribution\nof the Value Added Solution.\n\n 7. COMPENSATION AND INCENTIVES.\n\n 7.1 COMPENSATION. EYC's sole compensation for the performance of\nits obligations under this Agreement with respect to Corio shall be the\nprovision of a discount to EYC's customers that enter into agreements with Corio\nfor the Corio Services, or some equivalent value, unless otherwise mutually\nagreed. The discounts for such customers are set forth on EXHIBIT C. These\ncustomer discounts shall be provided only as long as EYC or EYC personnel are\nprecluded from receiving direct payments from Corio.\n\n 7.2 INCENTIVES. EYC agrees that it shall, within forty-five (45)\ndays of the Effective Date, establish the internal organization and incentive\nplans to provide significant incentives to the applicable EYC senior executives\nto market and promote Corio's Services. The parties agree to mutually agree to\nsuch plans and to attach such plans to this Agreement as sequentially numbered\nattachments to EXHIBIT C when complete (i.e. C-1, C-2, C-3 etc.). EYC agrees\nthat these plans shall include, without limitation, EYC's establishment of\nincentives for such executives so that the Corio preferred pricing will impact\ncompensation measurements, which in turn directly affects compensation of the\nrelevant executives. If and when such EYC executives are not precluded from\nreceiving direct payments, the incentive compensation plans for such executives\nshall include the necessary provisions to permit Corio sales to directly affect\nsuch compensation. EYC agrees that it shall not provide any such or similar\nincentive arrangements or referrals for any other third party providing Corio\nASP Hosting Services during the term of this Agreement. As used herein, the term\n\"senior executives\" means personnel who are currently EY partners or principals.\n\n 7.3 CUSTOMER PAYMENTS. Each party will be solely responsible for\nentering into the appropriate agreements with a customer for provision of the\nCorio Services or the Value Added Solution, as applicable and such party shall\nalso be solely responsible for billing and collecting any amounts payable by\nsuch customer to either Corio or EYC, as applicable. Further, neither party\nshall be obligated to share any such revenue received from a customer with\nrespect to its provision of the Solution, with the other party.\n\n 8. TERM AND TERMINATION\n\n\n\n -16-\n 17\n 8.1 TERM. The Agreement will commence in force and effect on the\nEffective Date and continue for a period of seven (7) years and the exclusivity\nset forth in Section 4 above shall continue in full force and effect for the\nExclusivity Term, unless terminated earlier in accordance with the terms of this\nSection 8. The term of this Agreement may be renewed upon the mutual agreement\nof the parties.\n\n 8.2 TERMINATION.\n\n (a) Mutual Consent\/Voluntary Termination. This Agreement may\nbe terminated at any time upon mutual consent of the parties, evidenced by a\nwritten agreement signed by an authorized officer or representative of EYC and\nby an officer of Corio.\n\n (b) For Cause. If a party defaults in the performance of any\nmaterial provision of this Agreement, then the non-defaulting party may give\nwritten notice to the defaulting party that if the default is not cured within\n30 days the Agreement will be terminated. If the non-defaulting party gives such\nnotice and the default is not cured during the 30-day period, then the Agreement\nshall automatically terminate at the end of that period.\n\n (c) Bankruptcy. Any party shall have the right to terminate\nthis Agreement if either of the other parties ceases to do business in the\nnormal course, becomes or is declared insolvent or bankrupt, is the subject of\nany proceeding relating to its liquidation or insolvency which is not dismissed\nwithin ninety (90) calendar days, or makes an assignment for the benefit of its\ncreditors.\n\n 8.3 EFFECT ON RIGHTS. Termination of this Agreement by a party\nshall not act as a waiver of any breach of this Agreement and shall not act as a\nrelease of any party from any liability for breach of such party's obligations\nunder this Agreement. Except where otherwise specified, the rights and remedies\ngranted to a party under this Agreement are cumulative and in addition to, and\nnot in lieu of, any other rights or remedies which the party may possess at law\nor in equity, including, without limitation, rights or remedies under applicable\npatent, copyright, trade secrets, or proprietary rights laws, rules or\nregulations.\n\n 8.4 EFFECT OF TERMINATION. Upon termination or expiration of this\nAgreement, all licenses set forth and granted in Section 3 above shall\nterminate. Within thirty (30) calendar days after any termination of this\nAgreement, EYC shall either deliver to Corio or destroy all copies of the\nProducts and other Corio Confidential Information and any other materials\nprovided by Corio to EYC hereunder in its possession or under its control, and\nshall furnish to Corio an affidavit signed by an officer of EYC certifying that,\nto the best of its knowledge, such delivery or destruction has been fully\neffected. Notwithstanding the foregoing, the obligations of EYC to return Corio\nConfidential Information shall not be applicable to any Corio Confidential\nInformation that has been incorporated into EYC Modified Methodology. Within\nthirty (30) calendar days after any termination of this Agreement, Corio shall\neither deliver to EYC or destroy all copies of the EYC Confidential Information\nand any other materials provided by EYC to Corio hereunder in its possession or\nunder its control, and shall furnish to EYC an affidavit signed by an officer of\nCorio certifying that, to the best of its knowledge, such delivery or\ndestruction has been fully effected. Notwithstanding the foregoing, the\nobligations of Corio to\n\n\n\n\n\n -17-\n 18\nreturn EYC Confidential Information shall not be applicable to any EYC\nConfidential Information that has been incorporated into Corio Modified\nMethodology. Within thirty (30) calendar days of termination of this Agreement,\neach party shall pay to the other party, as applicable, all sums then due and\nowing. The covenants contained in this Agreement which, by their terms, require\nor contemplate performance by the parties after the expiration or termination of\nthis Agreement shall be enforceable notwithstanding said expiration or\ntermination.\n\n 8.5 LIMITATION OF LIABILITY UPON TERMINATION. IT IS FURTHER AGREED\nAND UNDERSTOOD THAT NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY IN THE EVENT OF\nTERMINATION, EXPIRATION OR FAILURE TO AGREE UPON AN EXTENSION OF THE TERM OF\nTHIS AGREEMENT, FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE\nLOSS OF PROSPECTIVE PROFITS, OR ANTICIPATED SALES, OR ON ACCOUNT OF\nEXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS IN CONNECTION WITH THE BUSINESS\nOR GOODWILL OF ANY OTHER PARTY.\n\n 8.6 RETURN OF MATERIALS. All Marks, patents, copyrights, designs,\ndrawings, formulas or other data, photographs, demonstrators, literature, and\nsales aids of every kind shall remain the property of their respective owner.\nWithin 30 days after the termination of this Agreement, each party shall prepare\nall such tangible items of the other party in its possession for shipment and\nshall promptly deliver such material to the other party; provided, however, each\nparty may retain one (1) copy of any such Confidential Information for the sole\npurpose of evidence of ownership and disclosure or for use in the case of a\ndispute related to this Agreement. Effective upon the termination of this\nAgreement, each party shall cease to use all trademarks, marks, and trade names\nof the other parties.\n\n 8.7 SURVIVAL OF CERTAIN TERMS. The provisions of Sections 1, 3.3,\n3.4, 5.3, 5.4(c), 5.5, 6.3(f), 6.4(e), 8.3, 8.4, 8.5, 8.6, 8.7,9.3, 9.4, 10, 12,\n13, 14 and 15 will survive the expiration or termination of this Agreement for\nany reason. All other rights and obligations of the parties will cease upon\ntermination of this Agreement.\n\n 9. TRADEMARK LICENSES\n\n 9.1 TRADEMARK LICENSE. Each party (\"LICENSOR\") grants to the other\nparty (each a \"LICENSEE\") a non-exclusive, non-transferable, royalty-free right\nto display, the trademarks, trade names, service marks and logos adopted by\nLicensor from time to time (\"MARKS\"), solely to perform Licensee's obligations\nunder this Agreement.\n\n 9.2 REVIEW. All representations of a Licensor's Marks that the\nLicensee intends to use shall be exact copies of those used by Licensor or shall\nfirst be submitted to Licensor for approval (which shall not be unreasonably\nwithheld) of design, color, quality, presentation and other details. Once\nLicensor grants its approval, Licensor shall not unreasonably withdraw its\napproval, and Licensee will not be obligated to seek further approval for\nsubstantially similar uses of the Mark. In addition, Licensee shall fully comply\nwith all reasonable guidelines, if any, communicated by Licensor concerning the\nuse of Licensor's Marks and Licensee will not use the Marks in any manner that\nis misleading.\n\n\n\n -18-\n 19\n 9.3 RESTRICTIONS. Licensee shall not alter or remove any of\nLicensor's Marks affixed to any material provided by Licensor. Except as set\nforth in this Section 9, nothing contained in this Agreement shall grant or\nshall be deemed to grant to Licensee any right, title or interest in or to\nLicensor's Marks. Each party hereby reserves all intellectual property rights\nnot explicitly granted in this Agreement\n\n 9.4 ASSIGNMENT OF GOODWILL. If Licensee, in the course of\nperforming its services hereunder, acquires any goodwill or reputation in any of\nthe Marks, all such goodwill or reputation will automatically vest in Licensor\nwhen and as, on an on-going basis, such acquisition of goodwill or reputation\noccurs, as well as at the expiration or termination of this Agreement, without\nany separate payment or other consideration of any kind to Licensee, and\nLicensee agrees to take all such actions necessary to effect such vesting.\nLicensee shall not, nor shall assist others to contest the validity of any of\nthe Marks or Licensor's exclusive ownership of them. During the term of this\nAgreement, Licensee shall not adopt, use, or register, whether as a corporate\nname, trademark, service mark or other indication of origin, any of the Marks,\nor any word or mark confusingly similar to them in any jurisdiction.\n\n 10. WARRANTIES.\n\n 10.1 PRODUCT WARRANTY. With respect to any Customer, any warranty\nfor the Solutions will run directly from the applicable party to such Customer.\nCorio's licensors make no representations or warranties to EYC and neither Corio\nnor its licensors makes any warranty to any Customer pursuant to this Agreement.\n\n 10.2 LIMITED WARRANTY. EYC hereby represents and warrants to Corio\nthat the Value Added Solution will be performed in a good and workmanlike manner\nby EYC employees and, that such services shall materially conform to the Corio\nhosting requirements set forth in Exhibit E. Corio hereby represents and\nwarrants to EYC that the Corio Services and the Corio Hosting Implementation\nServices will be performed in a good and workmanlike manner.\n\n 10.3 DISCLAIMER. THE PARTIES AGREE THAT EXCEPT FOR THE EXPRESS\nWARRANTIES CONTAINED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER WARRANTY,\nWHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE PARTIES EXPRESSLY\nDISCLAIM THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,\nNON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.\n\n 11. LIMITATION ON LIABILITY. EACH PARTY'S AGGREGATE LIABILITY\nARISING OUT OF THIS AGREEMENT OR THE SALE, LICENSE OR OTHER DISTRIBUTION OF ITS\nSOLUTION WILL BE LIMITED TO ONE MILLION DOLLARS ($1,000,000). IN NO EVENT WILL\nANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS, LOSS OF BUSINESS, OR\nANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS. IN NO EVENT WILL ANY PARTY BE\nLIABLE TO ANY OTHER PARTY OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL,\nPUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED ON ANY THEORY OF\n\n\n\n -19-\n 20\nLIABILITY. THESE LIMITS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL\nPURPOSE OF ANY LIMITED REMEDY.\n\n 12. CONFIDENTIALITY.\n\n 12.1 OBLIGATION. Each party shall treat as confidential all\nConfidential Information received from any other party, shall not use such\nConfidential Information except as expressly permitted under this Agreement, and\nshall not disclose such Confidential Information to any third party without the\nother party's prior written consent. Each party shall protect the Confidential\nInformation of the other party using the same degree of care it uses for its own\ntrade secret information, but in no event less than reasonable measures to\nprevent the disclosure and unauthorized use of Confidential Information of the\nother parties.\n\n 12.2 EXCEPTIONS. Notwithstanding the above, the restrictions of\nthis Section shall not apply to information that: (a) was independently\ndeveloped by the receiving party without any use of the Confidential Information\nof the other party and by employees or other agents of (or independent\ncontractors hired by) the receiving party who have not been exposed to the\nConfidential Information; (b) becomes known to the receiving party, without\nrestriction, from a third party without breach of an obligation of\nconfidentiality and who had a right to disclose it; (c) was in the public domain\nat the time it was disclosed or becomes in the public domain through no act or\nomission of the receiving party; (d) was rightfully known to the receiving\nparty, without restriction, at the time of disclosure, as evidenced by the\nreceiving party's records; or (e) is disclosed pursuant to the order or\nrequirement of a court, administrative agency, or other governmental body;\nprovided, however, that the receiving party shall provide notice as soon as is\nreasonably practicable to the disclosing party and shall provide reasonable\nassistance to the disclosing party to obtain a protective order or otherwise\nprevent public disclosure of such Confidential Information and such Confidential\nInformation shall only lose its confidentiality protection for purposes of such\nlegal disclosure.\n\n 13. INDEMNIFICATION. Each party shall indemnify, defend and hold the\nother party, its officers, directors, employees, and licensees harmless from and\nagainst any and all liability, damage, loss, or expense, including reasonable\nattorneys' fees) arising from any third party claim, demand, action or\nproceeding based upon (i) the provision of the Corio ASP Hosting Services or the\nValue Added Solution, as applicable, or (ii) the actual or alleged breach of any\nterm of this Agreement or (iii) any false or misleading sales or advertising\nmethods used by such party; or (iv) the actual or alleged infringement of any\ncopyright or trademark right of a third party in connection with the Corio\nMethodology, or any Corio Modified Methodology, in the case of Corio, or the EYC\nMethodology or any EYC Modified Methodology, in the case of EYC; provided,\nhowever, that any party seeking indemnification under this Section 13 (the\n\"Indemnitee\") shall (i) promptly notify the indemnifying party (the\n\"Indemnitor\") in writing of the claim, (ii) provide the Indemnitor sole control\nover the defense and\/or settlement of such claim, at Indemnitor's expense and\nwith Indemnitor's choice of counsel, and (iii) at the Indemnitor's request and\nexpense, provide full information and reasonable assistance to Indemnitor with\nrespect to such claim. Indemnitee may join in defense of a claim with counsel of\nits choice, however, such counsel shall (1) be at the expense of Indemnitee, (2)\nnot be enabled \n\n\n\n\n\n -20-\n 21\nto make any representations, decisions, or binding agreements\nrelated to the action, and (3) not hinder the actions of or contradict\nIndemnitor's counsel.\n \n 14. DISPUTE RESOLUTION.\n\n 14.1 GENERAL. The following procedures shall be used to resolve any\ncontroversy or claim (\"DISPUTE\") as provided in this Agreement and shall be the\nexclusive means for settling disputes, if any. If any of these provisions are\ndetermined to be invalid or unenforceable, the remaining provisions shall remain\nin effect and binding on the parties to the fullest extent permitted by law.\n\n 14.2 ARBITRATION\n\n (a) If a dispute has not been resolved by the parties within 10\nbusiness days after each party becomes aware of the potential dispute (or a\nlonger period, as agreed to by the parties), the dispute may be settled by\narbitration. The arbitration will be conducted in accordance with the procedures\nin this document and the Arbitration Rules for Professional Accounting and\nRelated Services Disputes of the AAA (\"AAA RULES\"). In the event of a conflict,\nthe provisions of this document will control.\n\n (b) The arbitration will be conducted before a panel of three\narbitrators, regardless of the size of the dispute, to be selected as provided\nin the AAA Rules. Any issue concerning the extent to which any dispute is\nsubject to arbitration, or concerning the applicability, interpretation, or\nenforceability of these procedures, including any contention that all or part of\nthese procedures are invalid or unenforceable, shall be governed by the Federal\nArbitration Act and resolved by the arbitrators. No potential arbitrator may\nserve on the panel unless he or she has agreed in writing to abide and be bound\nby these procedures.\n\n (c) Unless provided otherwise in the Agreement, the arbitrators may\nnot award non-monetary or equitable relief of any sort. They shall have no power\nto award (i) damages inconsistent with the Agreement or (ii) punitive damages or\nany other damages not measured by the prevailing party's actual damages, and the\nparties expressly waive their right to obtain such damages in arbitration or in\nany other forum. In no event, even if any other portion of these provisions is\nheld to be invalid or unenforceable, shall the arbitrators have power to make an\naward or impose a remedy that could not be made or imposed by a court deciding\nthe matter in the same jurisdiction.\n\n (d) No discovery will be permitted in connection with the\narbitration unless it is expressly authorized by the arbitration panel upon a\nshowing of substantial need by the party seeking discovery.\n\n (e) All aspects of the arbitration shall be treated as\nconfidential. Neither the parties nor the arbitrators may disclose the\nexistence, content or results of the arbitration, except as necessary to comply\nwith legal or regulatory requirements. Before making any such disclosure, a\nparty shall give written notice to all other parties and shall afford such\nparties a reasonable opportunity to protect their interests.\n\n\n\n -21-\n 22\n (f) The result of the arbitration will be binding on the parties,\nand judgment on the arbitrators' award may be entered in any court having\njurisdiction.\n\n\n 15. GENERAL PROVISIONS.\n\n 15.1 GOVERNING LAW AND JURISDICTION. This Agreement will be\ngoverned by and construed under the laws of the State of California, without\nreference to conflict of law principles. The parties hereby expressly consent to\nthe exclusive jurisdiction and venue of the federal and state courts within the\nState of California to adjudicate any dispute arising out of this Agreement.\n\n 15.2 INDEPENDENT CONTRACTORS. The relationship of the parties\nestablished by this Agreement is that of independent contractors, and nothing\ncontained in this Agreement should be construed to give any party the power to\ndirect and control the day-to-day activities of any of the other parties. All\nfinancial and other obligations associated with each party's business are the\nsole responsibility of such party.\n\n 15.3 PARTNERSHIP. During the term of this Agreement, should the\nterm \"partnership,\" \"Partner\" or \"EYC\" be used to describe the cooperative\nmarketing and sales relationship, each party agrees to make it clear to third\nparties that these terms refer only to the spirit of cooperation between the\nparties and do not describe or create the legal status of partners or joint\nventurers.\n\n 15.4 NOTICES. All notices, demands or consents required or\npermitted under this Agreement shall be in writing. Notice shall be considered\ndelivered and effective when (a) personally delivered; (b) the day following\ntransmission if sent by telex, telegram or facsimile followed by written\nconfirmation by registered overnight carrier or certified United States mail; or\n(c) one (1) day after posting when sent by registered private overnight carrier\n(e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent\nby certified United States mail. Notice shall be sent to the parties at the\naddresses set forth on the first page of this Agreement or at such other address\nas shall be given by a party to any other in writing.\n\n 15.5 FORCE MAJEURE. Nonperformance of either party will be excused\nto the extent that performance is rendered impossible by strike, fire, flood,\ngovernmental acts, orders or restrictions, or any other reason where failure to\nperform is beyond the control and not caused by the negligence of the\nnon-performing party.\n\n 15.6 ASSIGNMENT. Neither party may assign this Agreement or assign\nany of its rights or delegate any of its obligations under this Agreement,\nwhether by operation of law or otherwise, without the prior express written\nconsent of the other party. Notwithstanding the foregoing, it is expressly\nunderstood that (i) Corio may assign this Agreement without consent to a\nsuccessor to all or substantially all of its business assets to which this\nAgreement relates, provided that such successor agrees to be bound by all of the\nprovisions of this Agreement; and (ii) (a) this Agreement is being entered into\nby the consulting services division of EY, as the same may hereafter be\nconstituted as an entity separate from EY, (b) EY may transfer its consulting\nservices division into a limited liability company, corporation or other entity\nseparate \n\n\n\n\n\n -22-\n 23\nfrom EY, (c) EY may thereafter sell, transfer or otherwise assign its interest\nin such entity to Cap Gemini, and (d) this Agreement may be assigned to any of\nthe foregoing specified entities as a successor to the business and assets of\nthe consulting services division of EY upon written notice to Corio, but without\nany required consent of Corio, provided that the successor (including, in the\ncase of any sale, transfer or assignment to Cap Gemini, Cap Gemini and all of\nits affiliated companies) agrees to be bound by all of the provisions of this\nAgreement, the Investors Rights Agreement, and the Warrant Rights Agreement. Any\nattempted assignment in violation of this Section 15.6 is null and void. Subject\nto the foregoing, this Agreement will bind and inure to the benefit of the\nparties, their respective successors and permitted assigns.\n\n 15.7 COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original.\n\n 15.8 SEVERABILITY. If any provision or part of this Agreement is\nfound to be invalid, unlawful or unenforceable, such provision or part will be\nsevered from this Agreement and the remainder of the provisions, terms and\nconditions of this Agreement will continue to be valid and enforceable. The\nparties shall make reasonable and good faith efforts to amend any severed\nprovision or part of this Agreement so as to preserve the intentions of the\nAgreement as much as possible.\n\n 15.9 WAIVER AND AMENDMENT. No modification, amendment, or waiver of\nany provision of this Agreement shall be effective unless in writing and signed\nby the party to be charged. No failure or delay by either party in exercising\nany right, power or remedy under this Agreement, unless specifically provided\nherein, shall operate as a waiver of any such right, power or remedy.\n\n 15.10 ENTIRE AGREEMENT. Each of the parties acknowledges that it\nhas read this Agreement, understands it, and agrees to be bound by its terms.\nThis Agreement (including the attached Exhibits) is the complete agreement\nbetween the parties with respect to the subject matter hereof and supersedes all\nprior or contemporaneous agreements or representations, written, or oral,\nconcerning the subject matter of this Agreement.\n\n\n \n -23-\n 24\n IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement as of the day and year first above written.\n\n<\/pre>\n
\n\n“CORIO” “EYC”
\n
\nBy: By:
\n —————————– ——————————<\/p>\nName: Name:
\n ————————— —————————-<\/p>\n
Title: Title:
\n ————————– —————————<\/p>\n
Date: Date:
\n ————————— —————————-
\n<\/c><\/s><\/caption>\n<\/table>\n
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\n 25
\n EXHIBIT A-1<\/p>\n
CORIO SERVICES AND THE PRDUCTS<\/p>\n
– Products: <\/p>\n
– Catalyst<\/p>\n
– Changepoint Application Software<\/p>\n
– Clear Commerce<\/p>\n
– Cognos<\/p>\n
– CommerceOne (including MarketSite)<\/p>\n
– CyberSource<\/p>\n
– E.piphany<\/p>\n
– MOAI Technologies<\/p>\n
– Peoplesoft HR, Financials, Distribution, and Manufacturing<\/p>\n
– Portal<\/p>\n
– Requisite<\/p>\n
– SAP applications<\/p>\n
– Selectica<\/p>\n
– Siebel CRM, SFA, Call Center<\/p>\n
– StarOffice<\/p>\n
– Yantra<\/p>\n
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\n 26
\n EXHIBIT A-2<\/p>\n
ECOMMERCE AND OTHER REFERRALS<\/p>\n
APPLICATIONS:<\/p>\n
Broadvision<\/p>\n
Clarify<\/p>\n
Microsoft Site Server Commerce Edition<\/p>\n
Microsoft TransPoint e-Bills<\/p>\n
Microsoft BizTalk<\/p>\n
Microsoft Exchange<\/p>\n
Microsoft Office<\/p>\n
Niku<\/p>\n
-26-
\n 27
\n EXHIBIT A-3<\/p>\n
CRM REFERRAL APPLICATIONS<\/p>\n
APPLICATIONS:<\/p>\n
Siebel Workgroups<\/p>\n
-27-
\n 28
\n EXHIBIT B<\/p>\n
EYC SERVICES AND THE VALUE ADDED SOLUTION<\/p>\n
EYC Services and the Value Added Solutions include, but are not
\nlimited to the following:<\/p>\n
– Software implementation services for Products<\/p>\n
– Business process outsourcing services in the areas of
\n accounting, human resources, order management, and procurement<\/p>\n
– eCommerce strategy and related consulting services<\/p>\n
– Custom systems development<\/p>\n
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\n 29
\n EXHIBIT C<\/p>\n
COMPENSATION, DISCOUNTS AND INCENTIVES<\/p>\n
EYC agrees that its sole compensation for the performance of its
\nmarketing and promotion obligations established under this Agreement shall be
\nthe requirement of Corio to provide the following discounts or equivalent value
\nto all EYC referred customers or to EYC, as mutually determined by the parties.
\nEYC referrals will be counted towards the discounts provided they meet the
\nfollowing requirements: (i) EYC and Corio mutually agree that EYC personnel have
\nhad substantial involvement in the Customer acquisition process; or (ii) the
\nCustomer is already an existing audit, tax, consulting or other client for whom
\nEYC, EY or any of its affiliates has performed services in the prior twelve (12)
\nmonths and where EYC and Corio mutually agree that the EYC relationship and\/or
\nEYC’s employees’ involvement has substantially influenced the sale of the Corio
\nServices.<\/p>\n
– When Corio contracts directly with the customer:<\/p>\n
– If the initial net price Corio and EYC negotiate with the customer
\n is between eighty (80) and ninety (90) percent of Corio’s
\n then-current list price (excluding any offerings of Corio that are
\n “Express” or are in any other aspect the subject of another
\n discount of any other form) for the Corio Services, the customer
\n shall be entitled to an additional discount of three percent (3%)
\n off that applicable list price, unless otherwise mutually agreed by
\n the parties that Corio will provide the equivalent value in a
\n payment to EYC.<\/p>\n
– If the initial net price EYC negotiates with the customer is
\n greater than ninety (90) percent of Corio’s then-current list price
\n (excluding any offerings of Corio that are “Express” or are in any
\n other aspect the subject of another discount of any other form) for
\n the Corio Services, the customer shall be entitled to an additional
\n discount of five percent (5%) off that applicable list price,
\n unless otherwise mutually agreed by the parties that Corio will
\n provide the equivalent value in a payment to EYC.<\/p>\n
– Regardless of the scenario, the parties shall mutually agree upon
\n such other terms as payment frequency and amounts, as necessary.<\/p>\n
-29-
\n 30
\n EXHIBIT D<\/p>\n
JOINT MARKETING AND PROMOTIONAL ACTIVITIES<\/p>\n
A. MARKETING PLAN. Within thirty (30) days of the Effective
\n Date the parties shall mutually develop and agree upon a
\n joint marketing and sales plan that will include, at a
\n minimum, proposed activities, resources and budgets (the
\n “Marketing Plan”). Quarterly, Corio, the EYC Corio Focus
\n leader, and the leaders of each EYC business unit will
\n meet to review the EYC account, the opportunities for
\n Corio Services, and the account plans to realize
\n opportunities.<\/p>\n
B. ACTIVITIES. The parties shall participate in joint
\n marketing and promotion activities as set forth in the
\n Marketing Plan. Both parties agree to provide the other
\n with appropriate sales tools (e.g., slide presentations,
\n marketing collateral, etc.) to better enable each firms’
\n sales force to sell the Solutions.<\/p>\n
C. INTEGRATION. From time to time, the parties may wish to
\n perform certain development activities to integrate their
\n respective Solutions. If so, the parties shall negotiate
\n in good faith the terms and conditions under which such
\n activities will be performed.<\/p>\n
D. PRESS RELEASE. Within two weeks of the date hereof, the
\n parties shall release a joint press release to describe
\n the relationship described in this Agreement. Neither
\n party shall make any press release or public statement
\n regarding this Agreement or the relationship described
\n herein without the prior written approval of the other
\n party. Further, each party may use the name of the other
\n party in product brochures and financial reports
\n indicating the relationships contemplated by this
\n Agreement. Any use beyond the foregoing shall be subject
\n to the prior written approval of the other party.<\/p>\n
E. WEB PAGE LINKS. Each party may display the Marks of the
\n other party on an appropriate area of such party’s Web
\n site indicating its business associates and strategic
\n alliances. Such display will be subject to the terms and
\n conditions mutually agreed upon by the parties.<\/p>\n
F. PROMOTIONAL MATERIALS. Each party shall, at its own
\n expense, promptly provide the other party with marketing
\n and technical information concerning its Solution as well
\n as reasonable quantities of brochures, instructional
\n material, advertising literature, and other product data.<\/p>\n
G. ASSISTANCE IN TECHNICAL PROBLEMS. Each party shall provide
\n a reasonable amount of technical support to the other
\n party and its customers regarding any technical problems
\n relating to the functioning and use of such party’s
\n Solution.<\/p>\n
H. RELATIONSHIP MANAGERS.
\n The EYC Corio Focus Manager shall be: Jim Musca<\/p>\n
The Corio EYC Alliance Manager shall be: Arthur Chiang<\/p>\n
The EYC Relationship Manager shall be: Brad Callahan<\/p>\n
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\n 31
\n EXHIBIT E
\n RULES<\/p>\n
A. OPPORTUNITY TO LEAD PROCESS<\/p>\n
A.1. Opportunity. EYC senior executives, salespersons and other
\n staff should be developing account plans and identifying
\n Migration and New ASP opportunities with customers. Corio
\n Marketing shall provide tools to EYC so that EYC can identify,
\n qualify, and sell opportunities. Once an EYC senior executive,
\n salesperson or other staff has identified an opportunity, that
\n person shall inform the EYC Corio Focus Leader who shall help in
\n qualifying the opportunity and who will also inform the Corio
\n EYC Alliance Manager of the opportunity. The Corio Alliance
\n Manager shall work with Corio Marketing and Sales to review the
\n opportunities Corio finds from each direct marketing efforts,
\n and review these opportunities with the EYC Corio Focus Leader
\n to see if these customer opportunities are EYC customers. On a
\n weekly basis, the EYC Corio Focus Leader and the Corio Alliance
\n Manager shall review the leads of each company, the leads EYC
\n and Corio are jointly pursuing, and the joint customers that are
\n being implemented or maintained.<\/p>\n
A.2. Qualify. After EYC has done a preliminary qualification of
\n an EYC opportunity, the EYC Corio Focus Leader shall contact the
\n Corio EYC Alliance Manager. The Corio EYC Alliance Manager will
\n contact the appropriate Corio Personnel to assist the EYC
\n Partner to qualify the opportunity. This qualification process
\n shall include a hosting requirements and feasibility assessment
\n by Corio Operations. Both Corio and EYC understand and agree
\n that as members of the two respective organizations begin to
\n develop relationships, Corio and EYC members will begin to
\n contact each other directly. It is the responsibility of the EYC
\n Corio Focus Leader and the Corio EYC Alliance Manager to build
\n the internal processes to manage communications with their
\n respective organizations and communicate the relevant activities
\n of their respective organizations to the other party.<\/p>\n
A.3. Selling Opportunities Found By Corio. After EYC makes Corio
\n aware that an opportunity found by Corio is a current EYC
\n customer, EYC shall use commercially reasonable efforts to
\n provide the necessary and appropriate EYC personnel to assist
\n the Corio Sales Team to close the opportunity. For opportunities
\n found by Corio before the sales process commences, Corio shall
\n decide with EYC whether EYC or Corio shall have the lead role in
\n the sales process and what EYC’s role will be post sales. In
\n these situations, Corio shall take into consideration EYC’s
\n experience with the customer, EYC’s value add, and other EYC
\n contributions. Corio shall have the final decision regarding
\n each party’s roles and responsibilities. Regardless of EYC’s
\n role, EYC shall use commercially reasonable efforts to assist
\n Corio in closing the opportunity.<\/p>\n
A.4. Selling Opportunities Found By EYC. Corio shall use its
\n commercially reasonable efforts to provide the necessary and
\n appropriate Corio personnel to assist EYC to close the
\n opportunity. The remainder of this exhibit refers to
\n Opportunities found by EYC and referred to Corio or when Corio
\n has decided to have EYC be the primary account manager.<\/p>\n
B. LEAD TO CLOSE PROCESS<\/p>\n
-31-
\n 32
\n B.1. Proposal. As EYC develops its proposals for its Value Added
\n Solution and Corio Services, EYC shall work with the Corio
\n Alliance Manager and the Corio Sales Representative to include
\n the appropriate Corio personnel to help scope and define
\n properly the project effort and shall include Corio personnel in
\n the proposal process. The proposal process shall include,
\n without limitation, sharing customer requirements and other
\n information, describing customizations, providing information to
\n determine the time and cost to set-up hosting, and providing
\n access to the relevant customers to gather necessary
\n information. Corio shall communicate these time and cost
\n estimates to EYC. Before submitting a proposal that includes
\n Corio Services to a customer, EYC shall first review the
\n proposal with the Corio EYC Alliance Manager and Corio
\n Operations and obtain their sign-off. EYC shall not submit any
\n proposal that includes Corio Services without the sign-off of
\n the Corio EYC Alliance Manager and Corio Operations.<\/p>\n
B.2. Contracts. While EYC shall have the primary account manager
\n relationship with the customer, the customer will contract
\n directly with Corio for Corio Services.<\/p>\n
C. CLOSE TO HOST<\/p>\n
C.1. Process and Application Implementation. Unless the parties
\n otherwise mutually agree, EYC shall have the primary account
\n manager relationship with the customer. Corio shall have
\n involvement during the application implementation to facilitate
\n the hostability of the Value Added Solution. This Corio
\n involvement shall include at least one full time person from
\n Corio operations who, on an ongoing basis, will provide input to
\n the EYC team and liaison to Corio. The billable hours per week
\n of involvement of the necessary Corio personnel shall be
\n determined during the proposal process so that EYC or Corio can
\n include them in the proposal to the customer. At Corio’s option,
\n the EYC engagement manager shall include the Corio hosting
\n manager in the EYC project team processes including, team
\n meetings, status reports, and customer meetings. The EYC
\n engagement manager and the Corio hosting manager shall meet
\n weekly to review project status. Corio shall also perform a
\n hostability audit when a project’s initial design document is
\n completed. EYC acknowledges that in every engagement using Corio
\n Services, Corio will require a hostability audit after the
\n initial design is complete. If the audit identifies hostability
\n issues, the EYC team shall use commercially reasonable efforts
\n to resolve the hostability issues, assist Corio to negotiate
\n with the customer for higher fees for Corio Services, or provide
\n EYC personnel to assist Corio’s customer service department
\n (“Corio Client Services”) in addressing the additional service
\n requirements that result from not being able to resolve the
\n hostability issues uncovered during the audit.<\/p>\n
C.2 Hosting. When the customer has signed off on final
\n integration\/acceptance, Corio shall perform another hostability
\n audit. EYC acknowledges that Corio will require a hostability
\n audit after final integration\/acceptance. If the audit
\n identifies hostability issues, the EYC team shall use
\n commercially reasonable efforts to resolve the hostability
\n issues, assist Corio to negotiate with the customer for higher
\n fees for Corio Services, or provide EYC personnel to assist
\n Corio Client Services in addressing the additional service
\n requirements that result from not being able to resolve the
\n hostability issues uncovered during the audit. After a
\n successful audit, Corio shall activate the customer.<\/p>\n
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\n 33
\n C.3. Stabilization to Production. EYC, the customer, and Corio
\n shall have a production acceptance meeting.<\/p>\n
D. MAINTAIN<\/p>\n
Corio shall provide application\/system support through Corio
\n Client Services as part of Corio Services. During the first
\n ninety days of the maintenance period, the EYC team shall
\n provide first level support to Corio Client Services including
\n issues involving configuration, business processes,
\n customizations, and reports and make themselves available to the
\n customer and Corio Client Services. After the ninety (90) day
\n period, EYC shall designate and make available at least one FTE
\n to assist Corio Client Services for the remainder of the hosting
\n contract. EYC and Corio may mutually determine to have EYC
\n designate and make available additional personnel depending upon
\n the number and complexity of the customizations. The specific
\n number of EYC personnel shall be determined during the proposal
\n process or during the hostability audits. Corio Client Services
\n shall provide a monthly report to the Corio EYC Alliance Manager
\n who shall review the customer information with the EYC Corio
\n Focus Leader. As Corio prepares a customer for an upgrade, Corio
\n shall notify EYC so that EYC can determine whether it shall
\n propose its Value Added Solution for the upgrade process.<\/p>\n
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\n 34
\n EXHIBIT F
\n SUPPORT<\/p>\n
Corio will offer support on a time and materials basis to EYC as
\nit implements the Value Added Solution for customers who will be using the Corio
\nServices. Corio’s objective is to assist EYC in implementing the Value Added
\nSolution and to ensure that Corio can effectively and efficiently host and
\nmaintain the Corio Services for the Customer.<\/p>\n
– Hostability Audit when the initial implementation design has
\n been developed. Corio will provide input on whether the design
\n is within Corio’s standard footprint and whether the system will
\n be hosted based on standard rates. At this time, Corio will also
\n identify potential areas that are considered out of the
\n footprint as well as identifying the uplift costs for hosting
\n and maintaining the customizations.<\/p>\n
– Hostability Audit when the customer has signed off on the final
\n integration\/user acceptance testing. Corio will confirm that the
\n system is within the original design and that Corio is prepared
\n to host the customer. If customizations were made and agreed to
\n by the customer, Corio and EYC, Corio will confirm the original
\n estimate to host the customer or the new estimates associated
\n with the change orders that occurred when the customer was
\n notified of the customizations necessary.<\/p>\n
– Customer activation will provide connectivity support. In
\n addition, Corio will interface with the customer for application
\n setup and maintenance (related to number of instances,
\n refreshes, updates, backups, patches and fixes, reference
\n builds).<\/p>\n
– At least one FTE from Corio Hosting Implementation Services Team
\n who will provide input to the EYC team and be a liaison to
\n Corio.<\/p>\n
– Corio customer support will field most of the calls from
\n partners and customers concerning implementation and system
\n issues not related to connectivity. This support will begin once
\n connectivity is complete. Any time prior to the production
\n “go-live” date with the customer, and for ninety (90) days
\n thereafter, Corio will refer all such calls to the EYC
\n implementation team for resolution by EYC.<\/p>\n
35
\n EXHIBIT G<\/p>\n
NON-EXCLUSIVE PRODUCTS AND SERVICES<\/p>\n
Products<\/p>\n
– Documentum<\/p>\n
– Extricity<\/p>\n
– FirstSource<\/p>\n
– Great Plains<\/p>\n
– Habama<\/p>\n
– IBM<\/p>\n
– I-Carian<\/p>\n
– IPNet<\/p>\n
– Lawson<\/p>\n
– Lotus Notes (Domino, Raven and related products)<\/p>\n
– Netscape <\/p>\n
– Network Associates<\/p>\n
– SalesLogix<\/p>\n
– ServiceSoft<\/p>\n
– Usentric<\/p>\n
36
\n EXHIBIT H<\/p>\n
EXISTING EYC AGREEMENTS<\/p>\n
37
\n EXHIBIT I
\n POTENTIAL COMBINATION APPLICATIONS<\/p>\n
APPLICATIONS<\/p>\n
Great Plains<\/p>\n
Lawson<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7212],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42069","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-corio-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42069","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42069"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42069"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42069"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42069"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}