<PAGE>
EXHIBIT 10.21
Docent & SmartForce Confidential
SMARTFORCE/DOCENT
Term Sheet
August 7, 2000
This term sheet summarizes the principal terms to be set forth in a
definitive strategic partnership agreement between SmartForce and Docent, Inc.
("Docent").
1. Strategic Relationship. SmartForce and Docent will enter into a
----------------------
strategic relationship through which 1) SmartForce will offer to its customers
an Intranet learning management solution based on the Docent Enterprise Software
platform; 2) Docent will enhance the Docent Enterprise Software platform by
closely integrating it with SmartForce's e-Learning environment; 3) SmartForce
will enhance its mySmartForce solution by licensing Docent technology and
purchasing Docent consulting services; 4) SmartForce will make any equity
investment in Docent; and 5) SmartForce and Docent will create a framework for
collaborative sales and marketing.
2. SmartForce/Docent Intranet Learning Management Solution. The parties
-------------------------------------------------------
will enter into an OEM/Reseller Agreement under which SmartForce will OEM Docent
Enterprise as its next generation Intranet learning management solution. The
solution will incorporate the full functionality of Docent Enterprise, including
competency management and ILT management. The pricing model and reseller
discounts applicable to sales of the solution by SmartForce are set forth on
Exhibit A. SmartForce will provide first and second level support of the OEM
solution.
3. Marketing and Sales Agreement. The parties will enter into a joint
-----------------------------
marketing agreement as part of the strategic relationship. Under the agreement,
SmartForce will commit to a significant co-marketing effort, including: 1)
participation in jointly developed marketing and communications programs for
customers and industry analysts; 2) allocation of budget for marketing and sales
collateral; 3) delivery of sales training and tools; 4) delivery of technical
support training and tools; and 5) participation in trade shows. In addition,
the marketing agreement will provide for a referral program under which the
parties will offer each other a ***** on referred sales.
4. Initial Docent/SmartForce Integration. Docent and SmartForce will work
-------------------------------------
together to closely integrate Docent Enterprise with SmartForce e-Learning. The
level of integration will be defined in a joint product requirements document.
The parties intend to create an Intranet solution that provides the most
comprehensive integration with SmartForce content and differentiates the Docent
platform in the marketplace.
5. Consulting Arrangement; License. Docent will provide SmartForce with
-------------------------------
technical assistance in incorporating competency management and ILT management
functionalities into its Internet-based MySmartForce learning management system
(as enhanced by such additional functionalities, the "MySmartForce System"). As
part of this arrangement, SmartForce will purchase consulting services from
Docent in an amount to be determined by the parties. Docent will agree to
indemnify SmartForce against any claim that SmartForce's use of information
conveyed by Docent under this arrangement
__________
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
1
<PAGE>
Docent & SmartForce Confidential
violates any Docent intellectual property right, it being understood that Docent
will have no obligation, in providing such technical assistance, to disclose any
source code to SmartForce.
6. Further Docent/SmartForce Integration. The parties will hold a
-------------------------------------
technical review meeting, no later than January 1, 2001, to mutually identify 1)
***** technologies (such as ***** and *****) that could be incorporated into the
*****, and 2) additional ***** technologies that could be incorporated into the
*****. To the extent that such technologies are identified in the review
meeting, the parties will negotiate a ***** arrangement, including a *****,
based on the ***** the parties.
7. Investment. As part of the relationship, and subject to the final due
----------
diligence, SmartForce will make an equity investment in Docent in connection
with Docent's Series F Preferred Stock financing. The amount of the equity
investment will be determined by the parties.
8. Term. The partnership will have a three-year term. After one year,
----
either party may terminate the agreement with 90 days written notice. All
technology licenses will survive termination of the partnership agreement.
9. Assignment. Neither this term sheet nor the definitive agreements may
----------
be assigned or transferred by either party, by acquisition, operation of law or
otherwise.
10. Publicity Press Release. The parties will prepare a joint press
-----------------------
release regarding the strategic relationship and will mutually agree on the
timing of such release. Except as agreed by the parties, the existence of the
strategic relationship, and the terms thereof, will remain confidential.
__________
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
2
<PAGE>
Docent & SmartForce Confidential
The terms and conditions of this Term Sheet are agreed to and accepted by the
parties hereto and are binding on the parties, their successors and assigns.
The parties hereto shall promptly prepare all agreements and other documents
required, and negotiate in good faith, to implement the agreements described
herein.
SMARTFORCE DOCENT, INC.
By: ***** By: /s/ David Ellett
___________________________
Name: ***** Name: David Ellett
_________________________
Title: ***** Title: Chief Executive Officer
________________________
__________
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
3
<PAGE>
Docent & SmartForce Confidential
EXHIBIT A
Audience This pricing model is based on a *****
--------
<TABLE>
<CAPTION>
-------------------------------------------------------------------
***** ***** ***** ***** ***** ***** *****
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
***** ***** ***** $***** $***** $***** $*****
-------------------------------------------------------------------
</TABLE>
***** are charged at a ***** % ***** from above.
* ***** for ***** and ***** for a *****.
***** is included in the rental charge
Annual maintenance and Support for Perpetual licenses *****%
***** on all charges *****%
***** is achieved *****%
***** if sold through SmartForce reseller *****%
__________
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
4
