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JOINT MARKETING AGREEMENT
Between
NEWGEN RESULTS CORPORATION ("Newgen"), a Delaware Corporation
And
PERCEPTA LLC ("Percepta"), a Delaware Limited Liability Corporation
WHEREAS Percepta has the mandate to provide Customer Relationship Management
(CRM) services to consumers and dealers of all the Ford Motor Company brands;
and
WHEREAS Newgen has a range of CRM and e-CRM products and services which have
proven to provide substantial benefits to consumers, dealers and Ford Motor
Company brands, including:
- "RESULTS" owner loyalty system - This system combines the use
of a sophisticated "activity engine" with digital printing,
e-mail and call center activity to create a "closed loop"
customer retention process.
- "Connections" - Newgen provides the capability to survey
dealership customers through a cost-effective combination
of an Internet enabled dealership kiosk, e-mail and telephone.
- "Carabunga.com" - Carabunga.com is a browser based portal
enabling data access drill down analysis, mapping and
promotions fulfillment utilizing digital printing, e-mail and
the telephone for Tier 1,2 or 3 marketing and other consumer
contact programs.
- "Service Reservations" - Newgen has developed custom software
and is operating the only inbound service reservation center
in the world. This center handles customer service requests,
merchandises needed scheduled maintenance and loads the
dealer's shop and schedules its service advisors. The
resulting reservation is electronically entered into the
dealers in-house computer system.
(All of the above products and services individually and collectively known
as the "Services")
NOW THEREFORE, the parties hereto agree as follows:
1. PERCEPTA OBLIGATIONS
i) Percepta agrees to use its best efforts to jointly market the
Services so that they are utilized to fulfill its mandate to
provide CRM services to the Ford brands (including other auto
manufacturers in which Ford has a majority interest) and its
dealers. To that end, it will endorse and recommend the
Services to Ford brand dealers, and use its best efforts to
ensure that Ford brand dealers utilize the Services to the
greatest extent possible. During the term of this agreement,
Percepta agrees not to endorse, market or distribute any product
or service that competes with the Services in the Dealer Channel
unless otherwise mutually agreed.
ii) Percepta agrees to participate actively in the process of
educating the senior management and field organizations of the
Ford brands in order to gain their support for a rapid and
comprehensive roll-out of these products and services to its
dealers.
2. NEWGEN OBLIGATIONS
i) Newgen agrees to enroll dealers in conjunction with the Ford
brand field organizations
ii) Newgen agrees to provide the Services to Ford brand dealers
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3. OTHER TERMS
i) Newgen agrees to pay Percepta a marketing fee ("Fee") which
would be equal to a share of the revenue stream generated from
the Services which is incremental to Newgen's October 2000
revenue from the Services for Ford brand dealerships.
ii) Prior to November 30, 2000, Newgen will provide Percepta with
a statement outlining October 2000 revenue from the Services
(excluding Carabunga), and revenue from Carabunga. The October
revenue from the Services and Carabunga will be the "Baseline
Revenue".
iii) The Fee will equal to the difference between revenue
generated each month from the Services (excluding Carabunga)
provided to Ford brand dealers, and the Baseline Revenue,
multiplied by 5%. In the case of Carabunga, the Fee will equal
the difference between revenue generated each month from
Carabunga services provided to Ford brand dealers, and the
Baseline Revenue for Carabunga, multiplied by 2%.
iv) Newgen will provide an accounting of fees due, and remit
payment to Percepta on a quarterly basis within 30 days
following the end of each fiscal quarter. The first payment to
Percepta will be prior to January 31, 2000.
4. AGREEMENT COMMENCEMENT AND TERM:
This agreement will commence on November 1, 2000, and remain in full
force and effect for a period of three (3) years. Upon the expiration of the
term, no further fee will be payable by Newgen, and Percepta will have no
further obligations to provide marketing services.
Agreed to the 24th day of October, 2000.
NEWGEN RESULTS CORPORATION PERCEPTA LLC
/s/ Les Silver /s/ Donald Sparkman
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Signature Signature
Les Silver Donald Sparkman
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Name Name
Executive Vice President Vice President Sales and Marketing
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Title Title
October 24, 2000 October 24, 2000
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Date Date
