Sample Business Contracts

Alliance Agreement - PricewaterhouseCoopers LLP and BackWeb Technologies Inc.

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                               ALLIANCE AGREEMENT

        THIS AGREEMENT (the "Agreement") is made by and between
PricewaterhouseCoopers LLP ("PwC"), a registered limited liability partnership
formed under an agreement governed by the laws of the State of Delaware with its
National Office located at 1177 Avenue of the Americas, New York, NY 10036 and
BackWeb Technologies, Inc., ("BackWeb"), a Delaware corporation with a principal
place of business at 2077 Gateway Place, Suite 500, San Jose, CA 95110. This
Agreement is effective as of July 19, 2001 (the "Effective Date").


        WHEREAS, BackWeb is in the business, among other things, of developing,
licensing, installing, implementing, enhancing and supporting its proprietary
BackWeb(R) software and related services (collectively, the "BackWeb Products");

        WHEREAS, PwC is in the business, among other things, of providing
computer software implementation services using its proprietary system
management methodology tools, including the design and installation of computer
software and systems for specific uses (the "Implementation Services") and of
using proprietary knowledge in engineering computer software configurations and
related products and services (the "PwC Point of View"), in reducing the level
of effort in implementing and training personnel on computer software packages
and other related services;

        WHEREAS, PwC desires to increase its Implementation Services and use of
the PwC Point of View involving BackWeb Products, in particular, in the
marketing and delivering of a business to enterprise ("B2E") solution set ("B2E
Solution Set") for global enterprise customers; and

        WHEREAS, BackWeb desires to provide business solutions to its customers
and to market the success of engagements involving its products, and in
particular, in being the component of the B2E solution set that provides online
and offline access to and delivery of business critical information, including
content monitoring, broadcast/narrowcast, activity reporting and attention
management, to any size population regardless of device with interaction and

        NOW, THEREFORE, in consideration of these premises and the mutual
covenants herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.     Territory. The territory covered by this Agreement is Global.

        2.     Steering Committee. Upon execution of this Agreement, each party
        shall appoint two (2) liaisons, who shall co-ordinate communications
        among the parties and act for their respective organisations as required
        under this Agreement. Each party shall have one "Alliance Liaison", who
        shall foster day-to-day co-operation among the parties and perform tasks
        as mutually agreed, including the development of business plans,
        marketing plans, training plans, and knowledge transfer plans. Each
        party shall also have one "Executive Liaison", whose responsibilities
        include setting the overall business direction, reviewing alliance
        performance, and resolving problems. A party's liaison(s) may be changed
        upon written notice to the other party. The four liaisons shall jointly
        constitute a steering committee (the "Steering Committee"), which shall
        be responsible for co-ordinating and fulfilling the parties' joint
        obligations under this Agreement. Initially, those persons are:


               PwC                                            BackWeb

               Alliance Liaison:                              Alliance Liaison:
               Name: James B Alvilhiera                       Name: David Buckland
               Address: 404 Northridge Road, Suite 1000       Address: 2077 Gateway Place, Suite 500
                        Atlanta, Georgia 30350                         San Jose, CA 95110
               Phone: 678-419-5852                            Phone (408) 933-1751
               email:     email:

               Executive Liaison:                             Executive Liaison:
               Name: Robin Lissak                             Name: Erez Lorber
               Address: 11 Madison Avenue                     Address: 2077 Gateway Place, Suite 500
                        New York, New York10010                        San Jose, CA 95110
               Phone: 646-598-4460                            Phone: 408-623-3986

        3.     General Cooperation Activities. In furtherance of their
respective commitments under this Agreement, the parties shall undertake the
following cooperative activities, with respect to identifying and bringing to
each other's attention opportunities to render Implementation Services or
license BackWeb Products:

               3.1.   Work together to develop a plan (the "Marketing Plan" that
is further described in Section 4.2 (12)) covering mutually agreeable marketing
activities, including emphasizing BackWeb's participation in the B2E Solution
Set, which may include press releases, user groups, seminar events, tradeshows,
advertising, collateral development and press and analyst tours;

               3.2.   Furnish each other with appropriate information for
support and planning purposes; provided, however, that each party reserves the
right, in its sole discretion, to determine the content and availability of such

               3.3.   Inform appropriate personnel in their respective
organizations of the existence of this Agreement;

               3.4.   Assist each other in developing appropriate marketing
materials that each party may use for the purposes of this Agreement;

               3.5.   In cases where joint demonstrations or similar cooperative
efforts are anticipated, coordinate calls to current or prospective customers;

               3.6.   Provide appropriate support to each other for
demonstrations and mutually agreed upon general sales promotion, as well as for
agreed upon marketing events and promotional seminars;

               3.7.   Participate in regular periodic meetings to monitor the
results of each party's efforts and to review (and modify, if necessary) the
Marketing Plan to enhance successful marketing;

               3.8.   Undertake efforts to ensure that each party's personnel
involved in providing products and services hereunder are up-to-date and
knowledgeable about the other's products and services, including training as
contemplated in Section 4.2(5) of this Agreement.

               3.9.   Endeavor to keep each other apprised about new products
and services and continue to use all commercially reasonable efforts to bring
them within the scope of this Agreement to the extent commercially


feasible; and

               3.10.  On a quarterly basis, provide to the other party a report
on activities under this Agreement.

        4.     Initiatives and Commitments.

               4.1.   Initiatives. When opportunities to jointly sell
Implementation Services and BackWeb Products are identified the parties will
mutually agree upon and set forth in writing their respective rights,
obligations and responsibilities in connection with such opportunity (an
"Initiative"). The parties intend Initiatives to be performed under a
"Reciprocal Framework Services Agreement". The Reciprocal Framework Services
Agreement will establish the standard terms and conditions for each Initiative
and will be incorporated by reference into and shall become a part of each
Initiative. The Reciprocal Framework Services Agreement may be revised by mutual
written agreement between PwC and BackWeb under "Service Agreements" to
appropriately address their respective concerns in dealing with, among other
things, international and government customers and relevant international and
federal, state and local government law. The parties also will consider, among
other things, the following matters in preparing an Initiative:

                      (1)    the parties' rights to use the BackWeb Products;

                      (2)    the nature and percentage of the Implementation

                      (3)    the specific configuration products to be produced
by the parties using the PwC Point of View and their respective rights and
responsibilities regarding use, ownership, costs, staffing and schedule for
producing and maintaining the configuration products;

                      (4)    the development of consulting packages which offer
Implementation Services to BackWeb customers for fees to be determined on a case
by case basis and the schedule for producing the consulting packages;

                      (5)    the nature of the parties' contractual
relationships in any engagement with a customer, including required terms; and

                      (6)    their respective rights and obligations regarding
the preparation of a proposal or a contract to be submitted to a customer.

               4.2    Commitments.

                      (1) BackWeb commits to paying PwC [*].

                      (2) [*]

                      (3) In furtherence of said efforts, BackWeb will make
available to PwC all components and modules, both existing and those to be
developed, of the OPN Software, pursuant to the following license terms:





                      (4)    BackWeb will provide appropriate engineering
resources as mutually agreed by the parties to assist PwC in the development of
the modules and connectors defined by the parties in a mutually executed
development agreement that includes a project plan approved by both parties.
BackWeb will host an initial review session between BackWeb's VP of Product
Strategy, Business Development Chief Architect and an R&D Architect with PwC's
senior technical and implementation teams for identification of desired modules
and connectors, configuration requirements and/or product enhancements of the
B2E Solution Sets and the responsible party. The parties will use the results of
this review session to develop a product plan for accomplishing the development
efforts identified in the review session. This plan and its implementation will
be periodically reviewed by the parties throughout the term of the Agreement.

                      (5)    Pursuant to a jointly developed training plan for
BackWeb Products covering the types and numbers of people to be trained and the
specific courses of study to be undertaken, BackWeb agrees to provide training
to personnel of PwC, upon terms and conditions to be mutually agreed upon, as
part of its contribution to the alliance established hereby, but not as a part
of specifically described contributions under the terms of this Agreement.
BackWeb hereby grants a perpetual, non-exclusive license to PwC to use, copy,
modify, adapt and make derivative works of such training materials and
documentation for its business use hereunder and to provide Implementation
Services pursuant to terms to be agreed upon in the training plan. The initial
training shall include technical training of [*].

                      (6)    During the term of this Agreement, BackWeb agrees
not to exclude or agree with third parties to exclude, either directly or
indirectly, PwC from any opportunity to provide Implementation Services or
related services in favor of any other services or implementation provider.
BackWeb further agrees to take all steps necessary to cause PwC to continuously
have a full and meaningful opportunity to compete for Implementation Services
and related services and obtain an award of business for the same.

                      (7)    During the term of this Agreement, BackWeb agrees
to continuously provide PwC opportunities to submit proposals and fully and
meaningfully compete for engagements to assist BackWeb in the development of new
technology, products, and services, irrespective of whether such new technology,
products and services relate to the BackWeb Products covered under this
agreement as of the Effective Date of this Agreement.

                      (8)    PwC will develop a go to market strategy
highlighting the BackWeb OPN Software as a critical enterprise portal component
of the B2E Solution Set. Additionally, PwC will establish and sponsor an
Executive Advisory Council which will provide a forum for executives from PwC,
BackWeb and other vendor with products in the B2E Solution Set to discuss
strategic, business, operational and technical issues.

                      (9)    BackWeb agrees that in its relevant publications or
advertising and at marketing events and trade shows, PwC shall be identified by
BackWeb as a preferred provider of Implementation Services or any similar
services for each BackWeb product or service subject to or as later may be
subject to this Agreement. Without limiting the foregoing, BackWeb during the
term of this Agreement agrees to keep PwC at the highest level of alliance
categorization within its organization.

                      (10)   BackWeb will invite PwC to join each of its
software beta programs, will designate PwC as a Preferred Development Partner
and will provide advance notice of future releases and new developments of the
BackWeb Products.

                      (11)   BackWeb shall invite PwC to become a BackWeb Design
Partner, and as such, will be entitled to a preview of BackWeb's product design
and code and the ability to provide timely input to required product features. A
description of the BackWeb Design Partner Program is attached as Schedule B




                      (12)   (i) BackWeb and PwC will create a marketing plan
(the "Marketing Plan") that will be created, reviewed and approved in a
reasonably timely manner in writing by both parties.

                             (ii)  [*]

                             (iii) [*]

                             (iv)  [*]

                             (v)   [*]

                      (13)   BackWeb will participate in a proof of concept
development effort to give reasonable assurance of the suitability of the
BackWeb Foundation Server for inclusion in the B2E Solution Set (the "Proof of
Concept"). The parties shall timely agree to a work plan that describes the
parameters of said Proof of Concept ( the "Proof of Concept Plan"). [*]

                      (14)   PwC agrees to designate BackWeb as a Chairman level
alliance member, with subsequent rights and obligations of the Chairman level as
described in the document titled "Vendor Benefits and Requirements" attached as
Schedule C hereto.

                      (15)   PwC will participate in the launch of the BackWeb
portal component product announcement on June 26th, 2001, including designating
a PwC employee to attend the launch and participate by discussing how PwC will
market the B2E solution set with BackWeb.

                      (16)   PwC will also:

                             (i)    develop an appropriate strategy for defining
                             the requirements of an enterprise class B2E portal;

                             (ii)   will make diligent efforts to enter into
                             appropriate relationships with a variety of
                             BackWeb's customers to be able to provide
                             complementary parts of said B2E Solution Set as a
                             bundled solution, provide feedback to research and
                             development efforts, and encourage cooperation
                             among BackWeb's customers with products included in
                             the B2E Solution Set;

                             (iii)  dedicate alliance, business, engineering and
                             architect resources to its B2E Solution Set;

                             (iv)   make commercially reasonable efforts to
                             market the B2E solution set and

                             (v)    train and maintain an appropriate number of
                             employees to deliver the B2E solution.




                      (17)   PwC will participate in other BackWeb partner
                             events, as mutually agreed upon .

                      (18)   BackWeb will provide PwC with an opportunity to
                             propose a business alliance to enable PwC to
                             negotiate for the right to become BackWeb's
                             professional services organization and/or sole
                             distributor in Latin America and the Asia Pacific
                             theatre at a later date.

        5.     Relationship of the Parties.

               5.1    Each party acknowledges and agrees that each is an
independent contractor in performing its obligations under this Agreement and
that its employees are not employees or agents of the other party for any
purpose, including, but not limited to, federal, state or local unemployment
insurance laws, old age benefits, social security law, workmen's compensation
law, tax laws or any other industrial law, and are not eligible for any benefits
to which employees of the other party are eligible for any benefits to which
employees of the other party are eligible. Each party is solely and exclusively
liable for the payment of all required federal, state and local income,
employment and unemployment taxes and associated contributions in connection
with its employees' services.

               5.2    Neither party nor its employees have any authority,
express or implied, to assume or create any obligations on behalf of the other
party and shall not use or display the other party's name or any other
trademark, logo, trade name or service mark owned or claimed by the other party
without the other party's prior written consent. Nothing contained in this
Agreement is intended to constitute or create a joint venture or partnership
between PwC and BackWeb. During the term of this Agreement, should the terms
"joint venturer," "co-venturer," "partner," "marketing partner," "partnership"
or similar terms be used to describe the relationship of the parties under this
Agreement, the parties shall make clear that those terms refer to the spirit of
cooperation between PwC and BackWeb, and do not describe or expressly or
impliedly create a legal partnership or joint venture, or responsibility by one
party for the actions of the other. Each party is responsible for its own costs
and expenses associated with its performance of this Agreement. Execution of
this Agreement does not, and shall not be construed to be, an endorsement by
either party of the products or services of the other party.

               5.3.   Except as may be set forth in an Initiative, this
Agreement is non-exclusive and either party is free to enter into and continue
cooperative marketing arrangements with other parties, to provide products and
services to any client or prospective client and to develop, use or market
products, services or materials similar to or competitive with the products and
services which are the subject of this Agreement provided such arrangements and
efforts do not violate the provisions of or interfere with the obligations of
the parties under this Agreement.

        6.     Indemnity.

               Each party shall indemnify, defend and hold the other party and
its partners, principals, employees and officers harmless (including paying
reasonable attorney's fees) against any claims that its products (the BackWeb
Products in the case of BackWeb and the PwC Point of View in the case of PwC) or
information conveyed by it under this Agreement infringe any United States
patent or copyright or any trade secret or other proprietary right of a third
party. This indemnity is contingent upon the indemnified party: (1) promptly
notifying the indemnifying party of any claim; (2) allowing the indemnifying
party an opportunity to control the defense and settlement of any claim; and (3)
cooperating with all reasonable requests of the indemnifying party that are the
subject of the alleged infringement. This indemnity does not cover claims of
infringement resulting from either party's modification of the other party's

        7.     Warranties.

               7.1.   Each party warrants to the other that:


                      (1)    it has full right and power to enter into this

                      (2)    entering into this Agreement does not violate the
terms and conditions of any other agreement or contract, including but not
limited to any other agreement providing for cooperative marketing of another
party's products or services, or any legal obligation; and

                      (3)    the information which may be disclosed by it, the
process of disclosure or the use of information as contemplated by this
Agreement will not infringe a trade secret right, trademark, patent, copyright
or other proprietary right of a third party.

               7.2.   BackWeb warrants to PwC that: (1) it is exclusive owner of
or has the right to grant a license to the BackWeb Products; and (2) the BackWeb
Products do not infringe any trade secret, trademark, patent, copyright or other
proprietary right of a third party.


        8.     Ownership; Trademarks.

               8.1    Other than the right to use information exchanged under
this Agreement for the express purposes set forth herein, and to BackWeb
Products under an Initiative to use the PwC Point of View, no license to either
party, express or implied, by estoppel or otherwise, under any trade secret
right, trademark, patent or copyright or applications which are now or may
hereafter be owned by either party, is granted by the conveying of information
under this Agreement.

               8.2    The parties agree to use their best efforts to reach
mutual agreement as to their rights and obligations in connection with the
commercial exploitation of any joint invention, work of authorship or
proprietary technical data. Failing agreement, the matter shall be a dispute and
resolved as set forth in the Dispute Resolution clause of this Agreement.

               8.3    Each party agrees to cause their employees to produce only
"works made for hire" hereunder and will hold the other party harmless from
their failure to do so. Each party agrees to use its best efforts to require its
employees, and if appropriate, other persons under contract to it, to provide
reasonable assistance in the procurement and protection of rights conferred by
this paragraph and to execute all lawful documents in conjunction therewith.
Expenses incurred in conjunction with the preparation of patent applications,
applications for copyright registrations and in enforcing proprietary rights
therein shall be borne by the party owning such rights or, if jointly owned, by
the parties in proportion to their respective interests.

               8.4    To the extent that any co-development undertaken by the
parties results in technology and/or intellectual property of one party being
included in a product or component that the other party wishes to offer for
license to third parties, PwC and BackWeb will reasonably consider the payment
of an appropriate royalty or license fee to the party providing the technology
and/or intellectual property.

               8.5    In connection with the performance of its obligations
under this Agreement, each party grants to the other a license to use the other
party's name and certain other trademarks (the "Alliance Marks"): (i) on each
other's website to identify the other party as an authorized alliance member and
briefly describe their business; (ii) on trade show and marketing event signage
and presentation decks; and (iii) as otherwise authorized in writing by a party
from time to time. Each party agrees to submit to the other party, in advance of
any proposed use of the other party's Alliance Marks, samples of its use of the
Alliance Marks for review. If, in the sole determination of either party, any
use or proposed use is unacceptable, the requesting party shall be prohibited
from using the Alliance


Marks as proposed.

        9.     Dispute Resolution. Any dispute, disagreement, claim or
controversy between the parties arising out of or relating to this Agreement
(the "Disputed Matter") which cannot be settled by mutual agreement shall be
resolved by binding arbitration, according to the Commercial Arbitration Rules
of the American Arbitration Association, before a panel of three arbitrators.
One of the arbitrators will be selected by each party, and the third arbitrator
will be selected by the two party-appointed arbitrators. Any such arbitration
will be held in the New York metropolitan area. The parties will share the costs
of the arbitration equally subject to final apportionment by the arbitrators.
The arbitrators will apply the law chosen by the parties in Section 12.9 to
govern the interpretation of this Agreement. The decision of the arbitrators
will be final and conclusive on PwC and BackWeb. Judgement upon an award
rendered by the arbitrators may be entered in any court of competent
jurisdiction. Neither PwC or BackWeb will institute any action or proceeding
against the other party in any court concerning any Disputed Matter that is or
could be the subject of a claim or proceeding under this Section, except as set
forth in Section 12.11. Pending the resolution of any Disputed Matter, both
BackWeb and PwC shall continue their performance to the extent that such
performance is feasible.

        10.    Confidentiality.

               10.1.  Each party acknowledges that during the term of this
Agreement it will receive information from the other that the other party
regards as confidential and proprietary ("Confidential Information").
Confidential Information includes the PwC Point of View, the BackWeb Products
and other information disclosed by either party to the other in writing and
marked "confidential" or "proprietary" or with a similar legend. No other
information is confidential within the meaning of this Agreement, except for
information that a party knows, or has reason to know, is confidential or
proprietary based upon its treatment by the disclosing party.

               10.2.  PwC and BackWeb shall use and copy Confidential
Information only for the purposes of this Agreement and shall not disclose
Confidential Information to any third party, including but not limited to
prospective customers, without the other party's prior written consent.
Disclosure to employees shall only be made on a need-to-know basis. Both parties
will ensure that all copies, in whole or in part, contain the appropriate
copyright or other proprietary legend. PwC and BackWeb agree to take all
appropriate action and to utilize the same effort to safeguard Confidential
Information as each utilizes to protect its own trade secrets or proprietary
information but, at a minimum, PwC and BackWeb shall take reasonable steps to
advise their employees of the confidential nature of the Confidential
Information, to ensure by agreement or otherwise that they are prohibited from
copying or revealing such Confidential Information, except to the extent
required by such employee to carry out PwC's or BackWeb's obligations under this
Agreement, and to require that such Confidential Information be kept in a secure
location. Each party will promptly notify the other if it believes that
Confidential Information has lost its status as such and before using such
information without restriction.

               10.3.  PwC and BackWeb also agree to treat as confidential and
proprietary any information of a third party that PwC or BackWeb is obligated to
treat as proprietary and confidential, provided that sufficient notice of the
obligation is given by either party in writing.

               10.4.  Notwithstanding anything to the contrary contained in this
Section, PwC and BackWeb shall not be obligated to treat as confidential any
information disclosed by the other party ("the Disclosing Party") which: (1) is
rightfully known to the recipient prior to negotiations leading to this
Agreement, other than information obtained in confidence under prior
engagements; (2) is generally known or easily ascertainable by non-parties of
ordinary skill in computer design, computer application software consulting and
computer programming; (3) is released by the Disclosing Party to any other
person, firm or entity (including governmental agencies or bureaus) without
restriction; (4) is independently developed by the recipient without any
reliance on Confidential Information; (5) is or later becomes part of the public
domain without breach of this party without restriction from any non-party; or
(6) is released by the receiving party into the public domain in response to
lawful legal process, provided the Disclosing Party is notified and given an
opportunity to intervene prior to release.


               10.5.  With respect to Confidential Information as referred to in
this Section, BackWeb and PwC shall exercise the same level of protection and
care that each party customarily uses in preserving and safeguarding its own
proprietary and confidential information.

        11.    Term and Termination.

               11.1.  This Agreement will have an initial term of [*] and may be
renewed for successive [*] terms, upon terms and conditions to be mutually
agreed upon during negotiations that will commence no later than ninety (90)
days from the end of the initial term.

               11.2   Either party may terminate this Agreement upon thirty (30)
days prior written notice in the event of a material breach of this Agreement by
the other party that is not cured within the thirty (30) day notice period.

               11.3   BackWeb and PwC each shall be excused from performance for
any period to the extent that it is prevented from performing any obligation, in
whole or in part, as a result of causes beyond its reasonable control and
without its fault or negligence, including without limitation, acts of God,
natural disaster, war, civil disturbance, court order or labor dispute. Such
nonperformance shall not be a default or a ground for termination. In the event
such nonperformance continues for a period of sixty (60) days or more, either
BackWeb or PwC may terminate this Agreement without cause by giving fifteen (15)
days written notice to the other party.

               11.4   In the event PwC concludes the existence of this Agreement
constitutes actual, or the appearance of, impairment of independence with
respect to any PwC audit client, this Agreement shall be subject to termination
by PwC upon fifteen (15) days prior written notice to BackWeb.

               11.5   Upon any termination of this Agreement:

                      (1)    each party shall promptly return to the other
party, or dispose of as mutually agreed, all property and materials, including
confidential materials and Confidential Information, furnished to it by the
other party pursuant to this Agreement; and

                      (2)    both parties shall cease acting in a manner that
would imply a continuing relationship between the parties and shall cease all
marketing and advertising activities contemplated under this Agreement,
including ceasing to use each other's Alliance Marks.

               11.6   The obligations of the parties in Sections 5 through 10
and 11.6, Sections 12.1 through 12.12 and payment obligations under Section 4 to
the extent that any such obligations are due and payable at the time of the
termination or expiration survive any termination or expiration of this

               11.7   [*]

        12.    General Provisions.

               12.1.  Binding Nature and Assignment. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted successors and assigns. Neither party may, nor shall have the power
to, assign or transfer this Agreement or any rights or obligations hereunder,
without the prior written consent of the other party, except that either may,
without consent, assign or transfer this Agreement or its rights or obligations
hereunder to a successor to the business of either to which this Agreement
relates. Any attempt to assign or transfer this Agreement in violation of this
subsection shall be void and of no force and effect.




               12.2.  Notices. Wherever BackWeb or PwC is required or permitted
to give notice to the other, such notice shall be deemed given when delivered by
hand or when mailed by United States mail, registered or certified mail, return
receipt requested, postage prepaid or by express mail with package tracking
capability, and addressed as follows:

In the case of PwC:                  In the case of BackWeb:

Robin Lissak                         BackWeb Technologies, Inc.
11 Madison Avenue                    2077 Gateway Place
New York, New York 10010             San Jose, CA 95110
                                     Attn: Vice president - Business Development
With a copy to:
Michael Dooley, Esq.
PricewaterhouseCoopers LLP
6500 Rock Spring Drive, Suite 500
Bethesda, Maryland 20817

BackWeb and PwC may change their address for notification purposes from time to
time by giving the other party prior written notice of the new address and the
date upon which it will become effective.

               12.3.  Approvals and Similar Actions. Where agreement, approval,
acceptance, consent or similar action by BackWeb or PwC is required, such action
shall not be unreasonably delayed. Each party agrees to take such action and to
execute and deliver such other documents as may be necessary or desirable to
effectuate the purposes of this Agreement.

               12.4.  Severability. If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, then both parties shall
be relieved of all obligations arising under such provisions, but if the
remainder of this Agreement shall not be affected by such declaration or finding
and is capable of substantial performance, then each provision not so affected
shall be enforced to the extent permitted by law.

               12.5.  Waiver. No delay or omission in exercising any right or
power shall impair such right or power or be construed to be a waiver. A waiver
by BackWeb or PwC of any of the covenants to be performed by the other or any
breach shall not be construed to be waiver of any succeeding breach or of any
other covenant. To be effective, waivers must be in writing and signed by a duly
authorized representative of the party alleged to have waived or consented.

               12.6.  Remedies. All remedies shall be cumulative and in addition
to and not in lieu of any other remedies available to BackWeb or PwC at law, in
equity or otherwise.

               12.7.  Entire Agreement. BackWeb and PwC expressly agree that,
upon execution of this Agreement, all prior agreements and understandings
relating to the subject matter hereof are superseded in their entirety and shall
be of no further force or effect.

               12.8.  Amendments. No amendment shall be valid unless in writing
and signed by authorized representatives of the parties.

               12.9.  Governing Law. This Agreement will be governed by the laws
of the State of New York, without giving effect to its laws on conflicts of law.


               12.10. Hiring of Employees. During the term of this Agreement and
for one (1) year thereafter, neither BackWeb or PwC, nor any of their respective
affiliates, shall solicit for employment any person employed then or within the
preceding twelve (12) months by the other or any affiliate of the other, that
has supplied services under this Agreement, without the prior approval of the
other party.

               12.11. Injunctive Relief. The parties agree that in the event of
a breach of Sections 5, 8 and 10, money damages are not an adequate remedy. In
such an event, the aggrieved party may, in addition to such other equitable and
legal relief which may be available, seek the entry of injunctive relief by a
court of competent jurisdiction.

               12.12. Limitation of Liability. In no event shall either party be
liable to the other for any lost profits or any claim based upon any third party
claim (except as provided for in Section 6 ) for any reason whatsoever, whether
in contract, tort, statute, including negligence, or otherwise, OR ANY INDIRECT,

               12.13  Publicity. All news releases, public announcements,
advertisements, public comments, web site references and any other publicity of
any kind to be released by either party or both parties jointly concerning this
Agreement, its terms or the efforts of the parties hereunder must be approved in
writing by both parties prior to release.

               12.14  International Framework. This Agreement is the overall
framework for the alliance between PwC and BackWeb; however, it is understood
that specific implementation of this relationship internationally may require
that local country addenda be added to this Agreement from time to time,
executed by the PwC Entity in the country and an entity representing BackWeb;
the intent is that such addendum will not modify the terms of this Agreement,
except to the extent necessary to reflect international and local business
conditions and legal requirements.

               12.15  PwC Entity. PwC Entity shall mean (i) any entity that has
executed or during the term of the Agreement executes a written participation
agreement with PricewaterhouseCoopers International Ltd.; or (ii) any entity
that was a participating entity in the Price Waterhouse World Firm or in Coopers
& Lybrand International or had executed a membership agreement with Coopers &
Lybrand International or was an associated firm of Coopers & Lybrand
International and, in each case, is expected to become a participating entity in
PricewaterhouseCoopers International Ltd.; (iii) a subsidiary or affiliate of an
entity in items (i) or (ii) above; or (iv) a successor to any entity contained
in (i), (ii) or (iii).

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their authorized representatives as of the date first set forth


By:  /s/ CATHY NEUMANN                  By:  /s/ GWEN SPERTELL
    ----------------------------            -------------------------------

Title:                                  Title:  COO
       -------------------------               ----------------------------

Date:                                   Date:
      --------------------------              -----------------------------


                                  SCHEDULE A-1

              SLSA and Order Form for OPN Software attached hereto



                                   ORDER FORM


BILLING CONTACT:                              BILLING ADDRESS:
                   -----------------------                      ----------------
                   -----------------------                      ----------------
                   -----------------------                      ----------------
                   -----------------------                      ----------------

TECHNICAL CONTACT:                            SHIPPING ADDRESS: same as above
                   -----------------------                      ----------------
                   -----------------------                      ----------------
                   -----------------------                      ----------------
                   -----------------------                      ----------------





    Product                            License Level            License Type
    -------                            -------------            ------------
    BackWeb (R) Offline Portal    Unlimited B to E Users    Application Specific
    & Notification Bundle
    - Offline Portal
            Includes Content Monitoring,
            Broadcast/Narrowcast and
            Activity Reporting
    - Attention Management
    - Video & Media
    - Survey/Publisher(*)
    - Escalation(*)

2.  FEES:
         Total Net License Fees Due:
         Initial year annual Technical Support Level:  Silver
         Total Technical Support Fees Due(*):
         TOTAL FEES DUE, excluding VAT(**):
         (*)Technical Support is effective upon shipment (or upon Order Form
         Effective Date for products not requiring shipment) and shall continue
         until 12 months from the Effective Date.
         (**) All fees are specified in U.S. dollars and are due and payable as
         set forth in Section B.4. The fees set forth above do not include
         applicable taxes, including value added tax, which shall be charged to


1.  Definitions Specific to Order Form.
    a.  License Type     -  "Application Specific": shall mean Programs that may
                         only be used for the designated Uses set forth in the
                         Alliance Agreement between the parties, dated July 13

    b.  License Level    -  "B to E User": is defined as any individual who is
                         an employee of Customer and who is authorized by
                         Customer to use the Programs for Customer's business


    c.   Territory      -  "Territory": for use and installation of the Programs
                        shall be worldwide, subject to U.S. export laws.

2.  Scope of License. The Program licenses acquired under this Order Form are

3.  Any services acquired are and will be bid by BackWeb separately from the
    Program licenses acquired pursuant to this Order Form. Customer understands
    that it has the right to acquire the Program licenses without acquiring the
    services, and that Customer has the right to acquire the Program licenses
    and the services separately.


Customer and BackWeb agree that the terms and pricing of this Order Form shall
not be disclosed without the prior written consent of the other party. This
Order Form is valid through July 30, 2001 and shall become binding upon
execution by Customer and acceptance by BackWeb.

The Effective Date of this Order Form shall be _____________________________ .


By: _________________________               By: __________________________

Name: _______________________               Name: ________________________

Title: ______________________               Title: _______________________

This Order Form and the products and services acquired under this Order Form
shall be governed by the terms of the standard BackWeb Software License and
Services Agreement in effect on the Effective Date of this Order Form (the
"Agreement"), as amended by the Alliance Agreement between the parties, dated
July __ 2001.





     This Software License and Services Agreement ("Agreement") is between
     ______________________________ ("Customer") and BackWeb Technologies, Inc.
     ("BackWeb"). The terms of this Agreement shall apply to each Program
     license granted and to all services provided by BackWeb under this
     Agreement, which will be identified on one or more Order Forms.


1.1  "PROGRAM" means the software in object code form distributed by BackWeb for
     which Customer is granted a license pursuant to this Agreement, and the
     media, Documentation and Updates therefor.

1.2  "DOCUMENTATION" means the standard user guides and
     manuals for installation and use of the Program software
     which is provided by BackWeb with the delivery of the
     applicable Programs.

1.3  "UPDATE" means a subsequent release of the Program made generally available
     to BackWeb's supported customers for the applicable level of Technical
     Support services. Customer shall receive the Updates available under the
     applicable level of Technical Support services provided Customer has
     ordered the applicable level of Technical Support for the applicable
     Program license for the relevant time period. Update shall not include any
     release, option or future product which BackWeb licenses separately or
     which is not included under the applicable level of Technical Support

1.4  "ORDER FORM" means the document by which Customer orders Program licenses
     and services, and which is agreed to by the parties. The Order Form shall
     reference the Effective Date of this Agreement.

1.5  "PLATFORM" means the computer hardware and operating system designated on
     the relevant Order Form.

1.6  "TECHNICAL SUPPORT" means Program support provided under BackWeb's policies
     in effect on the date Technical Support is ordered.

1.7  "COMMENCEMENT DATE" means the date on which the Program licenses specified
     on an Order Form are delivered by BackWeb to Customer, or if no delivery is
     necessary, the Effective Date set forth on the relevant Order Form.


2.1  RIGHTS GRANT. BackWeb grants to Customer a nonexclusive license to use the
     Programs specified on an Order Form under this Agreement, as follows:

     A.   to install the Programs on the appropriate number of computers of
     the Platforms required to use the Programs, as licensed, and to use the
     Programs for Customer's operations, consistent with the use limitations
     specified or referenced in this Agreement, an Order Form, or the
     Documentation ("Use Levels");

     B.   to use the Documentation provided with the Programs in support of
     Customer's authorized use of the Programs;

     C.   to modify the Programs consistent with the Documentation and combine
     them with other software products; and

     D.   to allow third parties to use the Programs for Customer's operations
     so long as Customer ensures that use of the Programs is in accordance with
     the terms of this Agreement and the applicable Use levels for the Program
     license. Customer may be required to obtain an activation key or code to
     initiate or continue use of the Program.

     Unless otherwise specified in the applicable Order Form, the territory for
     use and installation of the Programs shall be the United States. Also,
     BackWeb shall deliver to the Customer location specified in such Order Form
     one (1) copy of the software media and Documentation ("Master Copy") for
     each Program currently available in production release as of the effective
     date of the Order Form for the applicable Platforms. Customer shall have
     the right to use the Master Copy (i) to make the number of copies as
     necessary to allow Customer to use the Programs as licensed under this
     Agreement consistent with the applicable Use Levels for such Program
     license; and (ii) to make a reasonable number of copies of the Program for
     backup and archival purposes only. All titles, trademarks, and copyright
     and restricted rights notices shall be reproduced in such copies. Customer
     shall not copy or use the Programs (including the Documentation) except as
     specified in this Agreement or an Order Form.

2.2  LIMITATIONS ON USE. Customer may not relicense, rent or lease the Programs
     or use the Programs for third-party training, commercial time-sharing,
     rental or service bureau use, or outsourcing for third parties. Customer
     agrees not to cause or permit the reverse engineering, disassembly or
     decompilation of the Programs, except to the extent required to obtain
     interoperability with other independently created software or as specified
     by law.

2.3  TITLE. BackWeb shall retain all title, copyright and other proprietary
     rights in the Programs and any modifications made to the Programs. Customer
     does not acquire any rights, express or implied, in the Programs or
     modifications thereto, other than those specified in this Agreement.

2.4  VERIFICATION. BackWeb may audit Customer's use of the Programs. Any such
     audit shall be conducted during regular business hours at Customer's
     facilities and shall not unreasonably interfere with Customer's business
     activities. If an audit reveals that Customer has underpaid fees to
     BackWeb, Customer shall be invoiced for such underpaid fees. If the
     underpaid fees are in excess of five


3.1  TECHNICAL SUPPORT SERVICES. Technical Support services ordered by Customer
     will be provided under BackWeb's Technical Support policies in effect on
     the date Technical Support is ordered.


                                  SCHEDULE A-2

                              BACKWEB OPN SOFTWARE

- Offline Portal

        Includes Content Monitoring, Broadcast/Narrowcast and Activity Reporting

- Attention Management
- Video & Media
- Survey/Publisher*
- Escalation*

* Requires BackWeb Proactive Attention Management Server


                                   SCHEDULE B

                         BACKWEB DESIGN PARTNER PROGRAM

Under the BackWeb Design Partner Program, BackWeb will share with Program
participants future product development plans and product designs within a
reasonable time after BackWeb develops such plans and designs. BackWeb expects
to meet at agreed-upon times with each Program participant to discuss new plans,
development activities and product issues. BackWeb will solicit and review feed
back from Program participants concerning its plans and will demonstrate
work-in-progress to the extent such work can be demonstrated at participant
facilities. BackWeb expects Program participants to participate in the Beta
process for relevant products.

BackWeb Design Partners will be invited to participate in the following:





                                   SCHEDULE C

                                 VENDOR BENEFITS

                                 CHAIRMAN LEVEL