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Sample Business Contracts

Strategic Alliance Agreement - Science Applications International Corp. and Carreker Group Inc.

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                           STRATEGIC ALLIANCE AGREEMENT

     THIS STRATEGIC ALLIANCE AGREEMENT ("AGREEMENT"), is made effective as of
October 1996, by and between SCIENCE APPLICATIONS INTERNATIONAL CORPORATION,
a Delaware corporation ("SAIC"), and THE CARREKER GROUP, INC., a Texas
corporation ("CARREKER"), who agree as follows:
     1.   RECITALS.  This Agreement is entered into in contemplation of the
following facts and circumstances:

          1.1    OBJECTIVES.  Carreker and SAIC desire to establish an
     arrangement whereby they can in the future jointly offer such services,
     products and technology as they may possess to prospective users of the
     services, products and/or technology the parties may offer with particular
     emphasis on commercial financial institutions and federal government
     agencies ("CUSTOMERS") pursuant to terms, conditions and prices mutually
     agreed upon by the parties in advance of entering any contract with a
     Customer.  The parties also anticipate that each may identify opportunities
     which they do not pursue jointly, but with respect to which the services,
     products and/or technology of the other party may be marketed and sold to a
     Customer.  This Agreement pertains only to the SAIC Financial Services
     Practice within SAIC's Technology Solutions Sector (the "SAIC FINANCIAL
     SERVICES PRACTICE").

          1.2    PURPOSE.  This Agreement (a) sets forth (i) the provisions and
     conditions pursuant to which either party may identify and advise the other
     party of a mutually beneficial business opportunity and (ii) the
     circumstances under which parties may pursue the opportunity jointly, and
     (b) establishes the basis of payments to a party that introduces an
     opportunity which is not pursued jointly but with respect to which the
     other party successfully markets and sells its services, products and/or
     technology.

     2.   SCOPE OF AGREEMENT.  The parties specifically acknowledge and agree
that this Agreement shall not apply to any work or contracts that commenced
prior to the date of this Agreement, unless the parties otherwise agree in
writing.  This Agreement is not an exclusive dealings agreement and each party
is free to do business with others with respect to Customers or otherwise;
PROVIDED, HOWEVER, during the first three (3) years of this Agreement, Carreker
shall provide SAIC with a preferential opportunity to provide services, products
and/or technology to each prospective Customer that Carreker solicits in those
instances where it appears to Carreker that a teaming relationship is necessary
and that SAIC could provide the services, products and/or technology that is the
subject matter of the solicitation.

     3.   MUTUAL BUSINESS OPPORTUNITIES.

          3.1    REPRESENTATIVES.  Each party shall designate one or more
     authorized representatives to interact with the other for purposes hereof
     ("REPRESENTATIVE") until such time as either party notifies the other of
     its decision to designate a new Representative.

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          3.2    REVIEW OF OPPORTUNITIES.  The parties' Representatives may
     select and submit to the other for its consideration such business
     opportunities identified by a party that the party believes may be of
     mutual interest and the Representatives shall jointly determine whether to
     pursue such business opportunity together.  If the parties determine to
     pursue an opportunity jointly, they also shall determine the terms,
     conditions and prices that will be offered to the prospective Customer and
     the strategy by which the parties will attempt to acquire the business
     (including, without limitation, designation of the party which shall serve
     as the prime contractor, the party which will perform the necessary
     services and provide the appropriate products and/or technology, and the
     party which will assume responsibility for presentation of the parties'
     proposal).  The Representatives shall meet and confer, either in person or
     by teleconference, at least once monthly, to discuss prospective business
     opportunities and performance with respect to existing accounts.

          3.3    COOPERATION.  If the parties pursue a business opportunity
     jointly, each party shall utilize commercially reasonable efforts to market
     and obtain the targeted business; PROVIDED, HOWEVER, that the parties shall
     coordinate their activities so as to provide a unified presentation to the
     prospective Customer.

     4.   TRANSACTIONS.

          4.1    JOINT TRANSACTIONS.  Whenever a mutually satisfactory contract
     to perform or provide services, products and/or technology to a Customer
     has been obtained due to the active and substantial marketing and sales
     efforts of both parties, Carreker will have the right to provide services,
     products and/or technology having a value up to fifty percent (50%) of the
     estimated value of the contract and Carreker shall be entitled to its
     proportion of the revenue derived from the services, products and/or
     technology provided by Carreker.  SAIC shall provide or obtain all
     services, products and/or technology not provided by Carreker and shall
     receive the revenue represented by the proportion of the revenue derived
     from the services, products and/or technology provided by SAIC.

          4.2    SOLE EFFORTS TRANSACTIONS.  Whenever a mutually satisfactory
     contract to provide services, products and/or technology to a Customer has
     been obtained by the sole marketing and sales efforts of such party, the
     contracting party shall make a commercially reasonable good faith effort to
     enter into a subcontract or other arrangement to have the other party
     provide up to five percent (5%) of the services, products and/or technology
     required under the contract and the non-contracting party shall receive its
     share of revenues accordingly.

          4.3    FACILITATING TRANSACTIONS.  Whenever a mutually satisfactory
     contract to provide services, products and/or technology to a Customer has
     been obtained by a party and the other party has provided limited
     solicitation assistance, such as by way of introduction, endorsement,
     referral or similar facilitating activity ("FACILITATING EFFORT"), the
     contracting party shall make a commercially reasonable good faith effort to
     enter into


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     a subcontract or other arrangement to have the party providing the
     Facilitating Effort to provide up to five percent (5%) of the services,
     products and/or technology required under the contract and the party
     providing the Facilitating Effort shall receive its share of the revenues
     accordingly; PROVIDED, HOWEVER, that any contract under this Section 4.3
     entered into must have been entered into within one (1) year of the
     performance of the initial Facilitating Effort.

          4.4    LIMITATION.  Notwithstanding the foregoing, should it be
     discovered that any SAIC organization or affiliate other than the SAIC
     Financial Services Practice is marketing, performing or providing services,
     products and/or technology independently of the relationship described in
     this Agreement, no subcontracting shall be required by the other SAIC
     organization or affiliate with Carreker.

     5.   BUSINESS DEVELOPMENT COMMITMENT.

          5.1    During the first two (2) years of this Agreement, Carreker and
     SAIC agree to confer, develop, fund (either through the utilization of
     internal personnel, resources, facilities, equipment, products and/or other
     assets or by contributing cash) and implement mutually acceptable business
     development plans approved in advance in writing by Carreker's President
     and SAIC's Technology Solutions Sector Manager and which will consist of
     (a) a public relations promotional program (the "PR PROGRAM") and (b) the
     development of a joint marketing and sales plan such as, but not limited to
     an electronic commerce strategic plan.

          5.2    Each party shall equally contribute up to Twenty Thousand
     Dollars ($20,000) in value per year to fund the PR Program, subject to a
     maximum total contribution by each party of Forty Thousand Dollars
     ($40,000).

          5.3    Each party shall equally contribute up to One Hundred Thousand
     Dollars ($100,000) in value per year to fund the marketing and sales plan
     agreed mutually upon and referred to in Section 5.1 above, subject to a
     maximum total contribution by each party of Two Hundred Thousand Dollars
     ($200,000).

     6.   CONTRACTING.

          6.1    With respect to any undertaking proposed under this Agreement,
     the parties shall confer and determine which of them should be the party
     contracting with the Customer (the "PROJECT LEADER").

          6.2    Each party shall (i) provide appropriate information and
     personnel and use commercially reasonable good faith efforts to timely
     prepare and submit to the Project Leader such data as are required for use
     in preparation of that part of the proposal to be submitted to the Customer
     and the services, products and/or technology to be provided


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<PAGE>

     to the Customer and (ii) provide all other reasonable assistance to the
     Project Leader in preparation of a proposal.

          6.3    The Project Leader shall prepare the proposal, integrate the
     information and data provided by the parties, submit the proposal to the
     other party for advance review and written approval and submit the
     resulting proposal to the Customer.

          6.4    The Project Leader shall propose and promote the other party
     as the subcontractor for the services, products and/or technology to be
     provided under the contract with the Customer by such party.

          6.5    The parties shall perform such additional effort subsequent to
     submittal of the proposal to the Customer as appears reasonable to obtain
     the contract with the Customer.

          6.6    Each party shall perform its respective obligations described
     in the contract with the Customer in a proper and workmanlike manner and in
     accordance with the specifications, terms and conditions of the contract
     with the Customer.

          6.7    Any and all costs, expense or liability of either party caused
     by or arising out of this Agreement, its implementation, amendment, or
     expansion, shall be borne by each party separately and individually and
     neither party shall be liable or obligated to the other for any such cost,
     expense or liability except to the extent that such costs, expense, or
     liabilities are reimbursed, paid or provided for, under a written agreement
     entered into between the parties.

     7.   COMPLIANCE WITH LAW.  Each Party agrees that in carrying out its
duties and responsibilities under this Agreement, it will neither undertake, nor
cause nor permit to be undertaken any activity which either (a) is illegal under
any laws, decrees, rules or regulations in effect in the United States, any
state or territory or in any other applicable jurisdiction, or (b) would have
the effect of causing the other party to be in violation of any laws, decrees,
rules or regulations in effect in the United States, any state or territory or
in any other applicable jurisdiction.  Each party further acknowledges and
agrees that if either party breaches this Paragraph 7: (i) the non-breaching
party shall have the immediate right to terminate this Agreement; and (ii) the
breaching party shall indemnify the non-breaching party for any penalty, loss or
expenses incurred by the non-breaching party as a result of any such breach.

     8.   OWNERSHIP OF PRODUCTS AND WORK PRODUCT.  Any patent, trademark,
copyright or intellectual property right in any software, software enhancements,
products, services, technology, inventions, proprietary information or work
product ("PRODUCTS") produced or created solely by one party as a result of the
activities contemplated by this Agreement shall be the sole and exclusive
property of such party.  With respect to Products that are created directly as a
result of the combined work efforts of both parties (and not merely because the


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contract with the Customer was jointly solicited), unless otherwise agreed in
advance in a document signed by Carreker's President and SAIC's Technology
Solutions Sector Manager, each party shall have a one-half (1/2) undivided
interest in the Products without a duty to account to the other, provided
that the Products are created or developed solely by the combined work
efforts of the parties and not merely because the contract was jointly
solicited.

     9.   CONFIDENTIAL AND/OR PROPRIETARY INFORMATION.

          9.1    The parties anticipate that under this Agreement it may be
     necessary for either to transfer to the other information of a confidential
     and/or proprietary nature ("CONFIDENTIAL INFORMATION").  Confidential
     Information shall be clearly identified by the disclosing party at the time
     of disclosure either by being marked with a legend clearly indicating that
     it is confidential or proprietary and all oral information that is reduced
     to writing and is identified as being confidential or proprietary and such
     writing is given to the recipient within fifteen (15) days of the date of
     the oral disclosure.  Any information otherwise provided shall be deemed to
     not be confidential or proprietary.

          9.2    Each of the parties agree that it will use the same efforts to
     protect such Confidential Information as are used to protect its own
     Confidential Information.  Disclosures of such Confidential Information
     shall be restricted to those individuals who are directly participating in
     the proposal and contracting efforts hereunder.

          9.3    Neither party shall make any reproductions, disclosure or use
     of such Confidential Information except in performing its obligations under
     this Agreement and as are set forth in the proposal to the Customer, with
     appropriate restrictive legends to the extent that either party
     specifically requests, and such legends as are permitted by the Customer's
     regulations.

          9.4    The limitations on reproduction, disclosure or use of
     Confidential Information shall not apply to, and neither party shall be
     liable for reproduction, disclosure or use of Confidential Information with
     respect to which any of the following conditions exist:

                 (a)     If, prior to the receipt thereof under this Agreement,
          it has been developed independently by the party receiving it, or was
          lawfully known to the party receiving it, or has been lawfully
          received from other sources, including the Customer, provided such
          other source did not receive it due to a breach of this Agreement;

                 (b)     If, subsequent to the receipt thereof under this
          Agreement, (i) it is published by the party furnishing it or is
          disclosed by the party furnishing it to others, including the
          Customer, without restriction, or (ii) it has been lawfully obtained
          by the party receiving it from other sources, including the Customer,


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<PAGE>

          provided such other source did not receive it due to a breach of this
          Agreement, or (iii) if such information otherwise comes within the
          public knowledge or becomes generally known to the public; or

                 (c)     If any part of the Confidential Information has been or
          hereafter shall be disclosed in a United States patent issued to the
          party furnishing the Confidential Information hereunder, then, after
          the issuance of said patent, the limitations on such Confidential
          Information as disclosed in the patent shall be only that afforded by
          the United States Patent Laws.

          9.5    Neither the execution and delivery of this Agreement, nor the
     furnishing of any Confidential Information by either party shall be
     construed as granting to the other party either expressly, by implication,
     estoppel, or otherwise, any license under any invention, patent, trademark,
     or copyright now or hereafter owned or controlled by the party furnishing
     same.

          9.6    Notwithstanding the expiration of the other portions of this
     Agreement, the obligations and provisions of this Article 9 shall continue
     until terminated by either party upon five (5) days written notice to the
     other; PROVIDED, HOWEVER, that the terms and conditions of this Article
     shall continue to apply to all Confidential Information disclosed prior to
     the effective date of such termination.

          9.7    Each of the parties shall identify a person responsible for
     receipt of Confidential Information subject to this Article.

     10.  RELATIONSHIP OF PARTIES.

          10.1   INDEPENDENT CONTRACTORS.  The parties hereto intend that the
     relationship between them created by this Agreement shall be that of
     independent contractors and that the relationship shall continue as such as
     long as this Agreement remains in effect.  Nothing contained in this
     Agreement shall be construed to constitute either party as a partner,
     employee or agent of the other, and no employee or agent of either party
     shall be or be deemed to be the employee or agent of the other.

          10.2   SCOPE OF AGREEMENT.  Neither party shall have the authority to
     make any agreement or commitment, or incur any liability on behalf of the
     other party, nor shall either party be liable for any acts, omissions to
     act, contracts, commitments, promises or representations made by the other,
     except as specifically authorized in this Agreement or as the parties
     hereafter may agree in writing.

     11.  INDEMNIFICATION.  Each party shall be solely responsible for the
performances of its acts, duties and responsibilities under this Agreement and
for the acts, duties and responsibilities of its officers, employees and agents;
and each party agrees to indemnify the


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other, its officers, employees and agents, and to hold harmless the other,
its officers, employees and agents, and, at the indemnifying party's sole
expense, to defend the indemnified party, its officers, employees and agents,
from and against any claims, demands, causes of action, loss, cost and
expense, arising from, in connection with or based upon the actions or
omissions of the indemnifying party, its officers, employees or agents
pursuant to or in contravention of the provisions of this Agreement.

     12.  TERMINATION.  This Agreement shall have an initial term of three (3)
years.  Thereafter, except as to any contracts entered into with Customers
hereunder, either party shall have the right to terminate this Agreement at any
time, with or without cause, effective upon thirty (30) day's written notice to
the other party.  Any amounts earned by either party as of the date of notice of
termination shall survive termination and shall continue to be payable, but
neither party shall be entitled to receive or obligated to pay any damages in
connection with such termination.

     13.  ARBITRATION OF DISPUTES.  The parties agree that any controversy or
claim (whether such controversy or claim is based upon or sounds in statute,
contract, tort or otherwise) arising out of or relating to this Agreement, any
performance or dealings between the parties, or any dispute arising out of the
interpretation or application of this Agreement, which the parties are not able
to resolve, shall be settled exclusively by arbitration in Dallas, Texas by a
single arbitrator pursuant to the American Arbitration Association's Commercial
Arbitration Rules then obtaining and judgment upon the award rendered by the
arbitrator shall be entered in any court having Jurisdiction thereof and such
arbitrator shall have the authority to grant injunctive relief in a form similar
to that which a court of law would otherwise grant.  The arbitrator shall be
chosen from a panel of licensed attorneys familiar with the subject matter of
this Agreement and shall be appointed within thirty (30) days of the date the
demand for arbitration was sent to the other party.  Discovery shall be
permitted in accordance with the Federal Rules of Civil Procedure.  If an
arbitration proceeding is brought pursuant to this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, costs and
necessary disbursements incurred in addition to any other relief to which such
party may be entitled.

     14.  CHOICE OF LAW.  The Agreement and the performance or breach thereof
shall be governed by and interpreted as to substantive matters in accordance
with the applicable laws of the State of Texas (excluding its choice of law
rules).

     15.  ASSIGNMENT.  No portion of this Agreement or any right or obligation
hereunder can be assigned, in whole or in part, by either party hereto without
the prior written consent of the other party.

     16.  ENTIRE AGREEMENT.  This Agreement contains the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof and
supersedes all previous verbal and written agreements.  This Agreement cannot be
amended, in whole or in part, without a written instrument signed by both of the
parties hereto.


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<PAGE>

     17.  WAIVER.  No waiver of, no delay in the exercise of, and no omission to
exercise any rights or remedies by either party shall be construed as a waiver
by such party of any other rights or remedies that such party may have under
this Agreement.

     18.  NOTICE.  Unless otherwise specified herein, any notice required or
permitted to be given under this Agreement shall be sufficient, if in writing,
and shall be deemed to be fully given if personally delivered, if sent by
registered mail, by facsimile with an original copy by regular mail, or by telex
with receipt acknowledged, to the following addresses:

          (a)    If to SAIC, to:

                 Kevin E. Murphy
                 Science Applications International Corporation
                 1299 Prospect St., Suite 303
                 La Jolla CA 92037

                 With a copy to:

                 Kevin A. Werner, Esq.
                 Corporate Counsel
                 Science Applications International Corporation
                 10260 Campus Point Drive, M/S F3
                 San Diego CA 92121

          (b)    If to Carreker, to:

                 Douglas Eubanks
                 Executive Vice President
                 The Carreker Group, Inc.
                 14001 North Dallas Parkway, Suite 1100
                 Dallas TX 75240

The foregoing addresses and individuals may be changed by either party by giving
to the other party prior written notice of any such change.

     19.  COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     20.  THIRD PARTIES.  Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.


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     21.  FURTHER ASSURANCES.  Each of the parties hereto agrees that from time
to time, at the request of any of the other parties hereto and without further
consideration, it will execute and deliver such other documents and take such
other action as such other party may reasonably request in order to consummate
more effectively the transactions contemplated hereby.

     IN WITNESS WHEREOF, as of the day first above written, the SAIC and
Carreker have caused this Agreement to be signed by their respective duly
authorized officer.


                                   SCIENCE APPLICATIONS
                                   INTERNATIONAL CORPORATION,
                                   a Delaware corporation


                                   By: /s/ Kevin Werner
                                      ---------------------------------------
                                   Name: Kevin Werner
                                        -------------------------------------
                                   Title: Corp. Vice President
                                         ------------------------------------


                                   THE CARREKER GROUP, INC.,
                                   a Texas corporation


                                   By: /s/ J.D. Carreker
                                      ---------------------------------------
                                   Name: J.D. Carreker
                                        -------------------------------------
                                   Title: President
                                         ------------------------------------










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