{"id":42729,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/relationship-agreement-usweb-corp-and-intel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"relationship-agreement-usweb-corp-and-intel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/relationship-agreement-usweb-corp-and-intel-corp.html","title":{"rendered":"Relationship Agreement &#8211; USWeb Corp. and Intel Corp."},"content":{"rendered":"<pre>\n                          Intel - USWeb Relationship\n                                   Agreement\n\nThis Agreement (\"Agreement\") is entered into effective as of November 7, 1997\n(\"Effective Date\") by and between USWeb Corporation (\"USWeb\"), a Delaware\ncorporation, having an office at 2880 Lakeside Drive, Santa Clara, CA  95054,\n(\"USWeb\") and Intel Corporation, a Delaware corporation, having an office at\n2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. (\"Intel\").\n\nIntel and USWeb hereby agree as follows:\n\n1.   Intel\/USWeb Advisory Committee:  The purpose of this Agreement is to\n     ------------------------------                                      \ninitiate and foster an effective, collaborative, working relationship between\nIntel and USWeb under the terms hereinafter set forth.  In furtherance of this\nobjective, the parties agree to immediately establish a joint advisory committee\n(\"Advisory Committee\").  The Advisory Committee will consist of six members,\nwith each party designating three representatives.  The purpose of the Advisory\nCommittee will be to oversee the development and implementation of the\ninitiatives contemplated under this Agreement and, correspondingly, the\nexpenditure of budgetary items in an amount of $2,500,000, of which $2,000,000\nshall be funded by USWeb and $500,000 shall be funded by Intel.  The expenditure\nof such budgetary items shall be allocated as set forth in a letter from Intel\nto USWeb (the \"Intel Letter\") that Intel will deliver to USWeb on or before 35\ndays after the Effective Date, provided that Intel may extend the deadline for\ndelivery of the Intel Letter for a reasonable period of time.\n\nThe parties recognize that, periodically, adjustments to the planned\ninitiatives, consistent with their mutual interests, may be appropriate.\nAccordingly, the parties agree that the Advisory Committee shall meet on a\nregular basis, as circumstances warrant, but no less than quarterly, and that at\nleast two representatives of each of the parties will attend the meetings in\nperson or by conference call.  Any changes to matters set forth in the Intel\nLetter subsequent to the date it is delivered to USWeb must be approved by the\nAdvisory Committee.\n\n2.   Dedicated Intel Program Manager:  Intel will assign a dedicated program\n     -------------------------------                                        \nmanager to the USWeb account to ensure that all agreed-upon activities outlined\nin this Agreement are fully implemented to the reasonable satisfaction of both\nparties.\n\n3.   Business Solutions.  Intel is seeking to promote, in collaboration with\n     ------------------                                                     \nUSWeb, the development and deployment of web-enabled, end-to-end Business\nSolutions (\"Business Solutions\") that utilize high-end Intel Architecture\n(\"IA\"). The type, character and number of these Business Solutions will be as\ndetermined by the Advisory Committee from time to time but including the\n\n                                       1\n                              Intel Confidential\n\n\n \nBusiness Solutions set forth in the Intel Letter.\n\n     3.1.      In order to achieve these Business Solutions objectives, the\n               Advisory Committee will seek to identify Business Solutions that\n               run on high-end IA as the Advisory Committee deems appropriate\n               but including the Business Solutions designated in the Intel\n               Letter to be completed by the dates set forth therein. The Intel\n               Letter shall specify the schedule for developing and deploying\n               the Business Solutions and actions to be taken by the parties to\n               facilitate the development and deployment of the Business\n               Solutions.\n\n     3.2.      USWeb agrees to incur costs in an aggregate amount set forth in\n               the Intel Letter, such amounts to be incurred in developing and\n               deploying all of the Business Solutions, including business,\n               sales and marketing plans for the Business Solutions. USWeb shall\n               incur approximately the same amount for each Business Solution.\n\n     3.3.      All deadlines under this Agreement shall be extended to\n               compensate for any delays approved or caused by the Advisory\n               Committee or by Intel. USWeb and Intel will mutually determine\n               those ISVs and other vendors, including, but not limited to,\n               hardware and software vendors, that will provide products and\/or\n               services in connection with the development and deployment of the\n               Business Solutions. The structure and terms of these\n               relationships with third-party vendors will be determined by\n               mutual agreement of the parties.\n\n     3.4.      The Advisory Committee will analyze the success of each Business\n               Solution and determine appropriate adjustments to the program on\n               all levels (e.g. corporate, field offices and vendor relations).\n\n     3.5.      Intel will designate a representative who will participate in\n               USWeb's Business Solutions Group practice on an ongoing basis to\n               work with USWeb and the Advisory Committee in an effort to define\n               and identify those solutions which shall comprise the Business\n               Solutions and to provide input during the implementation of those\n               Business Solutions that are selected.\n\n     3.6.      USWeb grants to Intel, during the term of this agreement, for\n               marketing purposes only, a royalty-free license to display\n               publicly all Business Solutions developed by USWeb, and to\n               display and distribute publicly screen shots and other digital\n               images of the Business Solutions. USWeb will cooperate with Intel\n               in providing, developing and supporting demos.\n\n                                       2\n                              Intel Confidential\n\n\n \n     3.7.      Except for the licenses granted in this Section, USWeb shall own\n               all title to, and interest in, the Business Solutions, including,\n               without limitation, all patents, copyrights, trademarks and trade\n               dress.\n\n4.   Technology Showcase. USWeb will showcase the Business Solutions in USWeb's\n     -------------------                                                       \nInternet Strategy &amp; Solutions Center (\"Center\"), and shall otherwise establish\nIA as an internet\/intranet\/extranet platform for delivering business solutions\nto corporate customers in the Center in accordance with guidelines to be set\nforth in the Intel Letter.\n\n     4.1.      USWeb agrees to exercise substantial efforts to promote Intel at\n               the Center. To this end, USWeb agrees to expend such amounts\n               within such timeframes as shall be set forth in the Intel Letter\n               in connection with marketing efforts related to the Center and\n               specifically designed to promote Intel and the Intel brand,\n               including signage and displays of Intel logos, joint press\n               activities, and distribution of Intel material. The Intel Letter\n               shall also address the types of demos that will be demonstrated\n               on the Advanced Internet Technology Showcase of the Center.\n\n     4.2.      Intel shall have the right to participate in the Center's web\n               site. Participation will include, but not be limited to, links to\n               the Intel home page and specific columns, as determined by the\n               Advisory Committee.\n\n     4.3.      Intel shall have a right of first offer whereby Intel may sponsor\n               the SiteCast production studio.\n\n5.   ISV Networking.  USWeb will evaluate and use, unless prevented by non-\n     --------------                                                       \nsuitability, software solutions from ISV's who are optimizing their products for\nIA.\n\n     5.1.      USWeb and Intel, under the guidance of the Advisory Committee,\n               will develop a plan to jointly introduce ISV's at venues and\n               tradeshows such as Internet World and other selected forums.\n\n     5.2.      Each party will evaluate and use, where appropriate, software\n               solutions from strategic ISVs identified by the other party.\n\n     5.3.      Each party agrees to highlight and market the advantages of ISV's\n               recommended by the other party and selected for solutions.\n\n                                       3\n                              Intel Confidential\n\n\n \n6.   SiteCast Program, Joint Marketing Program and Other Activities.Through a\n     --------------------------------------------------------------          \ncollaborative effort, USWeb and Intel will pursue joint marketing goals.  In\norder to identify and achieve these goals, within forty five (45) days following\nthe Effective Date, USWeb and Intel, under the guidance of the Advisory\nCommittee, will develop a detailed joint marketing plan (\"Marketing Plan\").  The\nMarketing Plan, subject to the terms of the Intel Letter, will delineate\nspecific initiatives and objectives on a quarterly basis and will address, among\nother things, two major programs, namely, the SiteCast Program and the Joint\nMarketing Program, both of which are described below.  The Advisory Committee\nshall review the Marketing Plan at its regular meetings, and as circumstances\nwarrant, will adjust the Marketing Plan, periodically, as the Advisory Committee\ndeems appropriate, and the Marketing Plan will include such specific budget\nallocations of the parties as shall be set forth in the Intel Letter.\n\n     6.1.      SiteCast Program\n\n               6.1.1.    Intel will be granted sponsorship of certain of the\n                         next 12 SiteCast episodes produced by USWeb. The Intel\n                         sponsored SiteCast episodes will be developed and\n                         produced by USWeb using funds from the Marketing Plan\n                         which are earmarked for this purpose in accordance with\n                         the Intel Letter. As to each of these episodes, Intel's\n                         sponsorship shall include the display of distinct Intel\n                         images. The number of SiteCast episodes sponsored by\n                         Intel and the number, type and character of the images\n                         displayed shall be as set forth in the Intel Letter.\n                         These images will be the appropriate Intel logo(s), as\n                         selected by Intel. The Advisory Committee shall be\n                         responsible for evaluating the success of the SiteCast\n                         episodes, and commitments shall be adjusted by\n                         agreement of the Advisory Committee. Sponsorship shall\n                         include the display of the Intel images, under the\n                         terms described in this Section, as well as the\n                         associated SiteCast Flash Presentations.\n\n               6.1.2.    Intel shall receive co-branded positioning (as defined\n                         above) on all episode promotions on the SiteCast Web\n                         site. This includes all web pages related to the\n                         promotion of the SiteCast episode, including prominent\n                         home page promotion.\n\n               6.1.3.    The Intel sponsored SiteCast episodes will be broadcast\n                         on future dates within a time frame set forth in the\n                         Intel Letter;\n\n                                       4\n                              Intel Confidential\n\n\n \n                         provided, however, that the period may be extended by\n                         the Advisory Committee should USWeb require additional\n                         time to fully implement the SiteCast program.\n                         Notwithstanding the foregoing, a minimum number and\n                         deadline with respect to the Intel sponsored SiteCasts\n                         may be designated by Intel in the Intel Letter.\n\n               6.1.4.    Intel will be allowed to have a guest speaker on two\n                         SiteCast episodes from January 1998 to December 1998,\n                         which episodes may be in addition to those sponsored by\n                         Intel.\n\n               6.1.5.    The parties will jointly engage in press activity and\n                         press introduction of the SiteCast Program. This\n                         includes, but is not limited to, joint press releases\n                         and press one-on-ones. Intel shall have access to\n                         limited registration data from all SiteCast episodes in\n                         accordance with guidelines to be set forth in the Intel\n                         Letter.\n\n     6.2.      Joint Marketing Program\n\n               6.2.1.    As will be described more specifically in the Marketing\n                         Plan, Intel and USWeb will design and implement a\n                         campaign which, among other things, will seek to\n                         promote co-branding, as well as the selected Business\n                         Solutions. The campaign will include the production and\n                         media placement of advertisements which will run in\n                         trade and business media, subject to the approval of\n                         the Advisory Committee. In all ads, subject to written\n                         approval of both Intel and USWeb, the Intel logo(s)\n                         will be featured, and IA will be prominently mentioned.\n                         The campaign will be funded under the Marketing Plan.\n                         Intel shall have access to limited data generated from\n                         the campaign in accordance with guidelines to be set\n                         forth in the Intel Letter.\n\n     6.3.      Other Activities\n\n               6.3.1.    The Intel Letter shall specify the means of Intel's\n                         participation in the USWeb Certification Program.\n\n               6.3.2.    USWeb will give Intel specific feedback on all lost\n                         projects.\n\n               6.3.3.    USWeb will prominently position IA and IA-based\n                         business solutions in marketing and similar materials\n                         in accordance with the guidelines set forth in the\n                         Intel Letter.\n\n                                       5\n                              Intel Confidential\n\n\n \n               6.3.4.    Intel shall have the right to designate one person who\n                         will be invited, with reasonable notice, to attend, and\n                         participate in, USWeb Board of Directors meetings.\n                         Intel acknowledges that the designee will not have\n                         voting rights and may not be invited to participate in\n                         every Board function.\n\n               6.3.5.    Intel and USWeb will target trade shows and will work\n                         together to deliver demonstrations, presentations, and\n                         speakers at these shows on a timeframe set forth in the\n                         Intel Letter. These trade shows and the attendant\n                         collateral will be funded under the Marketing Program.\n\n7.   Intel Deliverables.  Intel will dedicate resources from its Content Group\n     -------------------                                                      \nto jointly define and develop the activities in this Agreement in accordance\nwith the guidelines set forth in the Intel Letter.\n\n8.   Term, Termination, Other.\n     ------------------------ \n\n     8.1.  Term.  This Agreement's term commences as of the Effective Date, and\n           ----                                                                \n           terminates on the date set forth in the Intel Letter, unless earlier\n           terminated or unless extended by agreement of the parties; provided,\n           however, upon agreement of the Advisory Committee, the term will be\n           extended for a reasonable time and for the limited purpose to\n           accommodate the development and broadcast of the Intel sponsored\n           SiteCast episodes.\n\n     8.2.  Termination.  Either party may terminate this Agreement by written\n           -----------   \n           notice if the other party is in material breach of any of its terms\n           and fails to cure such breach within thirty days of written notice of\n           such breach.\n\n     8.3.  Survival.  Sections 3.7, 8.4, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.8\n           --------        \n           shall survive any termination of this Agreement.\n\n     8.4.  Equitable Relief. In the event USWeb is in actual or anticipatory\n           ----------------   \n           breach of Section 10.1 of this Agreement, Intel shall be entitled to\n           injunctive and other equitable relief to prevent and\/or redress such\n           breach. In the event Intel is in actual or anticipatory breach of\n           Section 3.6 or 3.7 of this Agreement, USWeb shall be entitled to\n           injunctive and other equitable relief to prevent and\/or redress such\n           breach. The parties agree that the breach of these covenants shall\n           cause irreparable harm for which there is no adequate legal remedy\n           and that the grant of an equitable relief in such circumstances is\n           consistent with public policy. The parties shall be entitled to such\n           other remedies as may be set forth in the Intel\n\n                                       6\n                              Intel Confidential\n\n\n \n           Letter.\n\n9.   Additional Provisions.The Intel Letter, to be provided and prescribed by\n     ---------------------                                                   \nIntel acting at its discretion and in good faith, will contain such other\nprovisions describing the relationship of the parties as may be necessary or\ndesirable to accomplish the goals of the strategic relationship between the\nparties contemplated in this Agreement.\n\n10.  General Provisions\n     ------------------\n\n     10.1.     No Licenses.  Except for the licenses expressly provided here, no\n               -----------                                                      \n               licenses are granted by either party, either expressly or by\n               implication, to any intellectual property of the other. Intel\n               shall grant licenses to USWeb to any and all Intel trademarks\n               used in connection with the performance of this Agreement under\n               separate, standard Intel license agreements. An example of an\n               Intel trademark license is attached as \"Exhibit A.\"\n\n     10.2.     Rights. USWeb warrants and represents that it has or shall obtain\n               ------  \n               all rights necessary to undertake the activities described in\n               this Agreement and to grant the licenses described herein. USWeb\n               shall promptly notify Intel of any charge or claim of\n               infringement of any third party's right relating to development,\n               distribution, or display of the Business Solutions, SiteCast\n               programming, or any other joint activity conducted under this\n               Agreement.\n\n     10.3.     Indemnification.  USWeb will indemnify, defend and hold Intel\n               ---------------                                          \n               harmless from any and all damages, liabilities, costs, and\n               expenses incurred by Intel or any of its subsidiaries as a result\n               of any claims, judgments, or adjudications against Intel\n               concerning the Business Solutions, the Center, and the SiteCast\n               programming. However, this indemnity shall not apply to any\n               trademarks or other material provided by Intel in the course of\n               its performance of this Agreement.\n\n     10.4.     Confidential Terms. Except as otherwise provided herein, each\n               -------------------  \n               party shall maintain the other party's confidential disclosures\n               in confidence pursuant to CNDA #66688. Neither party may disclose\n               the existence or terms of this Agreement without the prior\n               written consent of the other party. Notwithstanding any other\n               provision of this Agreement, USWeb may file this Agreement with\n               the U.S. Securities and Exchange Commission in connection with a\n               public offering or any obligation of USWeb pursuant to the\n               Securities Exchange Act of 1934, as amended.\n\n                                       7\n                              Intel Confidential\n\n\n \n     10.5.     Relationship of Parties. The parties are not partners or joint\n               -----------------------                                       \n               venturers, or liable for the obligations, acts, or activities of\n               the other.\n\n     10.6.     Amendments and Assignments. Any change, modification or waiver to\n               --------------------------                                    \n               this Agreement must be in writing and signed by an authorized\n               representative of each party. Neither party may assign this\n               Agreement or any portion of this Agreement to any other party\n               without the other's prior written consent.\n\n     10.7.     Merger and Waiver. This Agreement is the entire agreement between\n               -----------------                                             \n               the parties with respect to the subject matter hereof, and it\n               supersedes any prior or contemporaneous agreements and\n               negotiations relating thereto. No waiver of any breach or default\n               shall constitute a waiver of any subsequent breach or default.\n\n     10.8.     Limited Liability. Neither party shall be liable to the other for\n               -----------------  \n               lost profits, expected revenues, or development or support costs\n               arising from any termination of this Agreement. IN NO EVENT SHALL\n               EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, DATA, OR\n               USE OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER\n               CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE\n               PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL\n               LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION\n               UNDER THIS AGREEMENT.\n\n     10.9.     Export.  In performing obligations under this Agreement, neither\n               ------                                                      \n               party shall export anything in violation of US or other\n               applicable law.\n\n     10.10.    Choice of Law. Any claim based on this Agreement shall be\n               ------------- \n               governed by the laws of Delaware, and shall be subject to the\n               exclusive jurisdiction of the state and federal courts located in\n               the State of California.\n\n     10.11.    Force Majeure. No liability or loss of rights hereunder shall\n               -------------                                                 \n               result to either party from delay or failure in performance\n               caused by force majeure, that is, circumstances beyond the\n               reasonable control of the party affected thereby, including,\n               without limitation, acts of God, fire, flood, war, government\n               action, compliance with laws or regulations, strikes, lockouts or\n               other serious labor disputes, or shortage of or inability to\n               obtain material or equipment.\n\n     10.12.    Advisory Committee.  An agreement, approval or action of the\n               ------------------                                          \n\n                                       8\n                              Intel Confidential\n\n\n \n               Advisory Committee shall require the consent of at least two\n               representatives of both Intel and USWeb.\n\n                           (Signature page follows)\n\n                                       9\n                              Intel Confidential\n\n\n \nIn witness of their agreement, the parties have caused the Agreement to be\nexercised below by their authorized representatives.\n\nIntel Corporation                            USWeb Corporation\n \nBy:__________________________                By:____________________________\n \nName:                                        Name:\n \nTitle:                                       Title:\n\n                                      10\n                              Intel Confidential\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7875,9202],"corporate_contracts_industries":[9510,9512],"corporate_contracts_types":[9613,9617],"class_list":["post-42729","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intel-corp","corporate_contracts_companies-usweb-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__semiconductors","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\/42729","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=42729"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42729"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42729"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42729"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}