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EXHIBIT 10.8
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.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT ("Agreement") entered into as of April 13, 2000
("Effective Date"), between Peregrine Systems ("Partner"), with its principal
place of business at 12670 High Bluff Dr., San Diego, CA and Motive
Communications, Inc. known as ("Motive"), with its principal place of business
at 9211 Waterford Centre Blvd, Austin, TX 78758.
WITNESSETH:
WHEREAS, Motive is in the business of developing, marketing and supporting
certain computer software products, including the Product (as hereinafter
defined);
WHEREAS, Partner wishes to integrate the Product into its own product offering
("Partner System") and distribute the Product with the Partner System in the
Territory (as hereinafter defined); and
WHEREAS, Partner wishes to obtain, and Motive is willing to grant Partner, a
limited right to sublicense and distribute the Product (as hereinafter defined),
to such Customers.
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
representations and agreements set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Motive
and Partner, intending to be legally bound, hereby agree as follows:
Section 1 - DEFINITIONS
For purposes of this Agreement, the following terms shall have the respective
meanings indicated below:
1.1 "Confidential Information." Any data or information, oral or written,
treated as confidential that relates to either party's (or, if either party is
bound to protect the confidentiality of any other person's information, such
other person's) past, present, or future research, development or business
activities, software, systems, pricing, or related product information,
including any unannounced product(s) and service(s), or any other information
marked as proprietary and/or confidential shall be deemed Confidential
Information. Confidential Information shall also include the terms of this
Agreement. Notwithstanding the foregoing, Confidential Information shall not be
deemed to include information that (1) is publicly available or in the public
domain at the time disclosed; (2) is or becomes publicly available or enters the
public domain through no fault of the party receiving such information; (3) is
rightfully communicated to the recipient by persons not bound by confidentiality
obligations with respect thereto; (4) is already in the recipient's possession
free of any confidentiality obligations with respect thereto at the time of
disclosure; (5) is independently developed by the recipient; or (6) is approved
for release or disclosure by the disclosing party without restriction.
1.2 "Customer." Any entity that licenses the Partner System for its own use
and not for further distribution or sublicense and for which Motive has received
the appropriate Royalty Fee.
1.3 "Product." The Motive software programs, as set forth in Schedule No. 1,
which Partner wishes to integrate into and distribute with the Partner System.
1.4 "Documentation." The user guides, reference manuals, and other materials
developed by Motive for distribution and use in combination with the Product.
1.5 "Partner System." The Partner solution offering of software and/or services
that Partner licenses to its Customers.
1.5 "Territory." Unless otherwise agreed to in writing by both parties, the
"Territory" granted in this Agreement is worldwide.
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Section 2 - GRANT OF DISTRIBUTION RIGHT
2.1 License. Motive hereby grants to Partner, and Partner hereby accepts from
Motive, a nontransferable, nonexclusive right and license to sublicense and
otherwise distribute the Product and Documentation to [*].
2.2 Reserved Rights. All rights not specifically granted to Partner herein are
reserved by Motive. Furthermore, all rights and title to the Product or any
portion thereof including but not limited to derivative works created by either
party are reserved by and remain with Motive. Motive does not convey any
intellectual property rights to Partner herein.
Section 3 - PARTNER MARKETING RIGHTS AND OBLIGATIONS
3.1 Marketing and Distribution to Customers. The Product shall be distributed
under and used in accordance with a Partner License Agreement that contains
substantially the same protections and restrictions contained in Motive's
standard license agreement, a copy of which will be provided to Partner (a copy
of which is attached as Attachment A).
3.2 Promotional Efforts. Partner shall use its reasonable efforts to promote
the marketing and distribution of the Product to Customers in the Territory.
Partner may customize/modify the Motive marketing collateral and documentation
for purposes of marketing and distributing the Product.
3.3 Product Packaging. The Product shall be packaged as a Partner product
offering and shall be subject to the branding requirements, if any, set forth in
Schedule No. 1.
3.4 Reports. A report shall accompany any Royalty Payment made by Partner to
Motive under this Agreement. The report shall serve to provide sufficient
details such as quantities, prices, etc. to explain the Royalty Payment.
3.5 Publicity. Upon execution of this Agreement Partner may issue press
releases announcing the Product that will be available to Customers upon prior
written consent of Motive which shall not be unreasonably withheld.
Section 4 - FEES & PAYMENT
4.1 Royalty Payments. The partner shall use its best efforts to sell the
product on [*] however may also [*]. All fees for the Product, including
renewals thereafter, shall be paid by Customers directly to Partner who will in
turn pay a portion of those fees ("Royalty Payments") to Motive. For [*]
licenses, royalty Payments shall be remitted no less than [*] days from the [*]
in which the order for the Product is placed by the Customer. Royalty Payments
for both [*] shall be calculated as specified in Schedule 1. For [*] licenses,
royalties will be paid [*] of the [*] contract. In the event a customer [*]
contract, Partner shall pay Motive a royalty on any cancellation fee charged to
the customer.
4.2 Other Fees. Partner shall reimburse Motive for [*] authorized in advance by
Partner in accordance with the terms specified in Schedule 1. Partner shall
remit these fees within [*] days of receipt of a correct invoice from Motive.
4.3 Royalty Sales Verification. With [*] prior written notice, Partner will
Provide Motive access to all necessary records required to confirm compliance
with the terms and conditions set forth in this Agreement.
Section 5 - DELIVERY
5.1 Updates. Motive shall provide Partner product updates through the standard
Maintenance and Support terms provided Partner is under a current Maintenance
and Support Agreement. The Partner may distribute Product updates only to its
Customers under a current Maintenance and Support Agreement for the Product.
5.2 Delivery to Customers. The Product shall be delivered to Customers by
Partner. Any professional services required by the Customer shall be performed
by Partner or through its authorized channel partners.
5.3 Partner may distribute [*] copies of the Product at [*] Partner's sales and
support personnel as well as Partner's channel partners.
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* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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5.4 Partner may provide a [*] of the Product to Partner's customers [*]
provided such evaluation is done under a written agreement which is no less
protective than the form Partner uses to allow customers to evaluate Partners
other products.
Section 6 - SUPPORT SERVICES
6.1 Maintenance. Partner will provide [*] support to Customers for the Product
delivered under this Agreement. Motive agrees to provide [*] support to Partner
who in turn will work directly with the Customers to resolve any Product issues
and problems. For purposes of this Agreement Level I, II and II maintenance and
support are defined as follows:
Level I Support - Partner shall take initial Customer calls and work to
investigate, diagnose and repair the problem or error that the Customer is
experiencing based on a list of known issues.
Level II Support - Partner support personnel shall work with Customer to
provide a solution, fix, workaround, etc. to the reported problem or error
in a manner consistent with its then current support and maintenance
policies
Level III Support - If Partner is unable to repair or otherwise provide a
fix as specified in Level II Support, Partner shall contact a Motive
support analyst and provide them with all relevant information regarding
the Customer and their reported problem or error. Motive support personnel
shall work to provide a solution, fix, workaround, etc. to the reported
problem or error in a manner consistent with its then current support and
maintenance policies. If Motive's Level III Support can not rectify the
Customer problem in a reasonable timeframe, Motive shall involve their
product development team and personnel as necessary to provide a solution,
fix or acceptable workaround in a timeframe consistent with their then
current support and maintenance policies. Unless otherwise requested by
Partner, Motive shall provide all solutions, fixes, workarounds, etc. to
Partner who will provide them to the Customers.
Section 7 - PRODUCT WARRANTY & LIABILITY
7.1 Scope of Warranty. Subject to the terms and conditions of this Agreement,
Motive warrants that the Product will, when and as delivered to Partner, conform
to their specifications in all material respects, and is free from defects in
materials and workmanship.
7.2 Term of Warranty. Motive's warranty shall commence upon delivery of the
Product and [*] days after receipt of the said Product by Customer. If during
the term of the warranty the Product does not materially conform to its
specifications, Motive shall use commercially reasonable efforts to repair or
replace the defective Product in a timely manner.
7.4 Disclaimer. THE WARRANTY STATED IN THIS SECTION IS THE SOLE AND EXCLUSIVE
WARRANTY PERTAINING TO THE PRODUCT OR ANY PORTION THEREOF, AND MOTIVE HEREBY
DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.5 Limitation of Liability. EXCEPT AS SPECIFIED IN THE SECTION ENTITLED
"INDEMNIFICATION," MOTIVE SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN
THE AGGREGATE OF THE FEES PAID TO IT HEREUNDER WITH RESPECT TO THE APPLICABLE
SOFTWARE PROGRAM OR PROFESSIONAL SERVICES; (II) ANY COST OF PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES; (IV) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA;
OR (V) ANY MATTER BEYOND ITS REASONABLE CONTROL.
Section 8 - FREEDOM OF ACTION
8.1 Partner Pricing. Partner is free to determine its own prices for the
Product.
8.2 Relationship of the Parties. The relationship of Motive and Partner
established by this Agreement is of licensor and licensee, each to constitute an
independent contractor. Nothing in this Agreement shall be construed to give
either party the power to direct or control the daily activities of the other
party, or to make any agreement or commitment on behalf of the other.
3
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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Section 9. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
9.1 Trademark Use During Term of Agreement. During the term of this Agreement,
Partner is authorized by Motive to use its trademark in connection with
Partner's rights under this Agreement. Nothing contained in this Agreement
shall give Partner any interest in such trademark or the right to use the
trademark with any software other than the Product subject to this Agreement.
9.2 Confidential Information. During the course of performance of this
Agreement, either party (the "Disclosing Party") may disclose certain
Confidential Information to the other party (the "Receiving Party"). Receiving
Party shall use commercially reasonable efforts to maintain the secrecy of all
such Confidential Information. Partner shall refrain from using any
Confidential Information for any purpose not specifically authorized in this
Agreement. All Confidential Information shall be returned or destroyed promptly
upon termination or expiration of this Agreement
9.3 Motive warrants that it has the right to license any Product licensed
herein. Motive also warrants that the Product does not infringe on any patent,
trademark, or copyright of a third party and hereby agrees to indemnify,
protect, defend, and hold Partner and Customers harmless from all claims, suits,
actions, losses, damages, judgments, costs and expenses which may be sustained
by Partner for an infringement of patent, trademark, trade secret, or copyright
by Motive; provided that (i) Partner gives prompt written notice of any suit to
Motive, and (ii) Motive shall have sole control of the defense of any action or
claim and all negotiations for settlement or compromise thereof. Partner may
elect to participate in any such action with an attorney of its own choice and
at its own expense. In the event Partner is precluded by a court of competent
jurisdiction from using or distributing Product as a result of the infringement
by Motive of any patent, trademark, trade secret, or copyright of a third party,
Motive may, in its reasonable discretion, (i) obtain the right to use the
Product for Partner, or (ii) replace or modify the Product so that it no longer
infringes, or (iii) if neither (i) or (ii) above is commercially reasonable, in
Motive's reasonable discretion, then Motive may terminate the license for the
affected Product with a refund of the fees paid by Partner under this Agreement.
Section 10 - TERM AND TERMINATION
10.1 Term. This Agreement will be effective as stated on Schedule 1. Upon
completion of the term, the agreement may be renewed [*] by written mutual
consent of Partner and Motive. In the event a material breach by either party
goes uncured for thirty (30) days after receipt of written notice of breach from
the non-breaching party, the non-breaching party may terminate this Agreement.
Additionally either party may terminate this Agreement in the event of a
substantial change in ownership of the other party.
No termination of this Agreement shall affect any licenses, including the
maintenance and support obligations of Partner and Motive for a period of [*]
from the date of termination. Additionally, Motive's obligation to provide
updates as specified in Section 5.1 shall continue for the duration of any
subscription contracts in place at the time of termination for up to [*] from
the termination date and provided Partner continues to pay the annual
maintenance fee per Schedule No. 1.
10.2 Consequences. Upon termination of this Agreement, Partner shall
discontinue all further promotion, distribution, selling, sublicensing and
marketing of the Product. Without limiting the generality of the foregoing,
Partner shall cease all display, advertising, and use of all Motive names,
trademarks, logos or designations.
Section 11 - GENERAL PROVISIONS
11.1 Governing Law. This Agreement, including any Schedules, shall for all
purposes be deemed subject to the laws of the State of Texas, U.S.A.
11.2 Marketing Plan. The parties agree to produce a mutually agreed upon
rolling six-month marketing plan on a semi-annual basis. This is an informal
process that will be conducted between Partner and the Motive account team.
11.3 Motive will provide Partner with access to the Motive's Internet forum
and/or Motive's Internet home page. Motive will use this forum to disseminate
technical, marketing and channel information.
11.4 The parties agree that Peregrine will participate in Motive's beta
programs.
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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11.5 Severability; Waiver. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any
respect, such enforceability shall not affect any other provision of this
Agreement, and this Agreement shall then be construed as if such unenforceable
provision(s) had never been contained herein. No term or provision hereof shall
be deemed waived and no breach consented to unless such waiver or consent shall
be in writing and signed by both parties.
11.6 Assignment. This Agreement shall be binding on and inure to the benefit of
the parties hereto and their respective successors and assigns. Neither party
may assign this Agreement without the prior express written consent of the other
party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, either party may, without the consent of the
other party, assign its rights and obligations hereunder to a majority owned
(fifty-one percent or greater) an affiliate, or to a successor in interest or to
a purchaser of all or substantially all of its assets or of the assets of that
portion of such party's business as to which this Agreement pertains provided
such successor is not a competitor of Partner.
11.7 Notice. Any notice or other communication required or permitted herein
shall be given in writing to the other party at such address as shall be given
by either party to the other in writing. Such notice shall be deemed to have
been given when (i) delivered personally, (ii) sent via certified mail (return
receipt requested) (iii) sent via cable, telegram, telex, telecopier, fax (all
with confirmation of receipt), or (iv) by recognized air courier service.
11.8 Entire Agreement. The Agreement and the applicable Schedules constitute
the entire agreement between the parties and will become binding upon Motive
when signed by an authorized representative. Neither party shall be bound by any
additional provisions that may appear in a purchase order, acknowledgement of
the purchase order, or any other communication between Partner and Motive. This
Agreement or any Schedule may not be modified, except by a written addendum
signed by duly authorized representatives of both parties.
11.9 Compliance with Laws. Partner shall comply with all applicable
international, federal, state and local laws and regulations in performing its
duties herein and in any of its dealings with respect to the Product.
Additionally, Partner agrees to comply with any applicable U.S. laws,
regulations, rulings and executive orders on exportation (including without
limitation the export and destination control regulations of the United States
Commerce and State Departments and the anti-boycott regulations of the United
States Commerce and Treasury Departments) and with all applicable laws on import
of software and technology.
11.10 Force Majeure. Neither party shall be responsible for any failure to
perform due to unforeseen circumstances or to causes beyond either party's
reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods, accidents,
strikes, or shortages of transportation, facilities, fuel, energy, labor, or
materials. In the event of any such delay, either party may defer the delivery
date for a period equal to the time of such delay.
11.11 Survival. The provisions of Section 7, Section 9 and Section 10 shall
survive termination of this Agreement.
BY SIGNING BELOW, BOTH PARTIES AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH
HEREIN.
Agreed and Accepted By: Agreed and Accepted By:
Motive Corporation Peregrine Systems, Inc.
Signature: /s/ Pat Motola Signature: /s/ D.S. Powanda
----------------------- ------------------------------
Name: Pat Motola Name: D.S. Powanda
----------------------- ------------------------------
Title: CFO, VP Title: EVP Operations
----------------------- ------------------------------
Date: April 13, 2000 Date: April 13, 2000
----------------------- ------------------------------
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PURCHASING SCHEDULE NO. 1
DATED APRIL 13, 2000
This Purchasing Schedule No. 1 ("Schedule") documents the product licenses
and services being purchased by Peregrine under the terms and conditions of the
License Agreement dated April 13, 2000, between Motive Communications, Inc., a
Delaware corporation with an office at 9211 Waterford Centre Blvd, Suite 100,
Austin, TX 78758 and Peregrine Systems, Inc. ("Peregrine").
1. OVERVIEW
In accordance with this Schedule, Motive will license its Motive OEM
Concentrator (or subsequent name for the same product), Integration Server
and Support Tuner (herein after "Product") as described in Attachment B to
Peregrine for the sole purpose of Peregrine integrating the Product into
its own product offering and sublicensing and distributing to Peregrine's
Customers. Peregrine will only use the Integration Server and Support Tuner
for use with a properly licensed OEM Concentrator.
2. SCHEDULE VALUE
The total minimum value of this Schedule is [*] plus the ActiveLink Premium
Service fee and, with respect to perpetual licenses under Section 5B, any
applicable fees for maintenance. All fees exclude applicable taxes.
3. PAYMENT COMMITMENT
Peregrine will pay Motive royalty fees, as outlined in this Schedule, at
the minimum of:
Year Minimum Payment Amount
---- ----------------------
[*] [*]
4. TERM
a) The term of this Schedule ("Term") shall begin either a) July 1, 2000 if
Motive delivers the Product and [*] on or before August 15, 2000 or b)
October 1, 2000 if Motive delivers the Product and [*] between August
15, 2000 and October 1, 2000 and [*] thereafter. Motive currently
projects that the Product and Peregrine [*] will be delivered on or
before August 30, 2000. If the Product and Peregrine [*] are not
delivered by October 2, 2000, the start date will be January 1, 2001
b) During the first [*] years of the Term, Peregrine may sublicense
Products to Customers on a subscription or perpetual license basis
(hereinafter called "Selling Term"). At the conclusion of the Selling
Term, Peregrine will cease selling or deploying Products to any new
customers or increase the number of licenses sold to existing Customers.
c) During the full [*] year Term, Peregrine may continue to use the
Products and support the Products licensed to Customers. During the
latter [*] years of the Term, Peregrine shall have the right to continue
to collect subscription revenue for any subscriptions sub-licensed
during the Selling Term. At the conclusion of the Term, Peregrine and
Peregrine subscription Customers will discontinue using the Products and
accessing ActiveLink or using any Support Components downloaded from
ActiveLink. Customers with perpetual licenses may at this time procure
maintenance and support directly from Motive for an additional
maintenance fee. Customers with subscription licenses may at this time
and at their discretion renew their licenses with Motive.
5. LICENSE MODEL AND FEES
The Products may be licensed to Customers on a subscription or perpetual basis.
It is agreed by both parties that the primary licensing model is a subscription
model and the Product may be licensed on a perpetual basis as required.
A. Subscription License based Pricing Model:
The Product and Services licensed on an annual subscription basis are based on
the number of [*] who have access to the Products. Included in the annual
subscription fee is:
. [*] license for [*] Product infrastructure components (the Motive Support
Tuner and Motive Integration Server) required to support number of licensed
users.
. Product updates and enhancements
. Premium ActiveLink Premium Service (provided Peregrine has elected and paid
for the Motive ActiveLink Premium Service)
. Each Customer subscription term will not be less than a [*] term.
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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. Customer may not cancel a subscription during the initial [*] term.
. After the [*] Customer subscription term, Peregrine shall pay Motive a royalty
on any cancellation fees per the terms of the Discount Schedule in Section 5C.
OEM Concentrator Subscription Fee Model
[*]
Annual Subscription Fee [*]
B. Perpetual License based Pricing Model
The Product can also be licensed on a Perpetual License Model as well. The
Perpetual License covers only the Product and all additional services are
licensed separately on an [*] basis.
OEM Concentrator Perpetual License Fee
Model
[*]
Perpetual License Fee [*]
[*] Basic Level III Maintenance & [*]
Support Plus Product Upgrades
C. Discount Schedule:
A minimum [*] commitment is required to qualify for the OEM Program and Product
Fee discounts (subscription and perpetual license fees) are based on [*]
volumes. All fees are net Product Fees to Motive and Annual Subscription Fees
are paid [*].
To qualify for a discount level, a [*] of the [*] Minimum is required. Once the
[*] Product Fee Net amount has been meet for a discount level during the [*]
Term, all [*] during the remainder of the [*] Term shall be at the new discount
level. At the beginning of the next year, the discount level will start at the
level the previous year ended and continue to build to the next level. A Product
Fee [*] can be made any time during the [*] Term.
Level [*] Product Fee [*] Prepayment
Net
[*] [*] [*] [*]
D. Initiation Schedule:
"Initiation" is the start of the [*] term for a Customer license. Peregrine
must initiate Customer subcription licenses or buy perpetual licenses per
the following schedule:
Minimum License Fee Minimum License Fee
Year Period Amount Period Amount
---- ------ ------ ------ ------
[*] [*] [*] [*] [*]
E. In the event that Peregrine exceeds the minimum fee for a given year, the
excess shall be counted toward the minimum fee for the subsequent year.
6. ROYALTY PAYMENTS
Royalty Report and Payment. On a [*] basis Peregrine shall provide Motive with
a [*] Report accompanied by payment. This report will include standard field
requirements like Customer Company Name, Address, Part Number, and Serial Number
with a statement detailing how much of the [*] have been consumed or what new
amount is owed to Motive. [*] reports and the accompanying payment will be sent
to Motive by the [*] of the [*] following the [*] in which the Product
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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was shipped or subscriptions were charged. If at the end of each Year [*],
Peregrine's royalty payments have not met the minimum amounts outlined in the
Section 5 Peregrine will immediately pay Motive any delta balance up to the
committed payment amounts. During Years [*] of the Term, Peregrine will continue
remitting royalty and maintenance payments to Motive on a [*] basis.
7. ACTIVELINK PREMIUM SUBSCRIPTION SERVICES
During the Term, Motive will provide Peregrine access to Motive's ActiveLink's
Premium Service, and its content updates for use and distribution to its
customers. If elected, the [*] to be paid by Peregrine for this service is [*].
8. MAINTENANCE SERVICES
Motive shall provide Peregrine a primary contact to the Motive service
organization for escalation of problems on a [*] basis. Peregrine will have the
option to use the Motive technology to support its products sold to Customers
and for Peregrine's for [*]. Peregrine's [*] during the Term will be limited to
a maximum of [*]. The [*] fee for this maintenance and support service is [*].
For payment of this [*] maintenance fee, Peregrine shall also receive Product
updates and enhancements for [*].
9. SERVICES
Motive will provide Peregrine the following services.
a) Motive will provide Peregrine the following Professional Services for [*]
for reimbursement of [*] to build a Peregrine adapter (the adapter which
integrates the Product to Peregrines product offering):
. [*] of Professional Services resources (which equals [*]. One man day is
defined as one person for an 8-hour day)
. Additional [*] days increments of Professional Services may be purchased
for [*] to solely support the Peregrine [*].
b) Motive will provide Peregrine the following Implementation Support and
Training service for [*] for reimbursement of [*]:
. [*] of implementation support and training (which equals [*].[*] consist
of [*] and [*]). One man day is defined as one person for an 8-hour day.
. Additional [*] for implementation support and training may be purchased
for [*] plus [*]
10. SALES SUPPORT
During the first [*] of the Term, Motive will provide the following [*] sales
support resources for relationship management, sales training, pre sales
technical support and sales support. These resources will be both domestic and
international (Europe). Peregrine will reimburse Motive for reasonable travel
and living expenses incurred in providing the sales support services.
. [*]
. During the [*], Motive will promote cooperation with Partner's sales force.
Motive account executives shall be compensated based upon [*] for any sales
made by Peregrine into an Account Executive target account list.
11. IMPLEMENTATION SUPPORT AND TRAINING SERVICES
During the first [*] following general availability of the [*], Motive shall
provide Peregrine an identified consulting service resource in both North
America and Europe [*] to assist Peregrine in developing [*]. To assist in the
training and ramp up of Peregrine's personnel resources, as part of the
partnership Motive shall provide at no charge:
. Up to [*] per year in the Motive [*] Program. This is an extensive [*] program
for consultants and implementation specialists
. [*] people per year in [*] Program
* Certain confidential information on this page has been ommitted and filed
separately with the Securities and Exchange Commission.
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. [*] days per year of on-site sales training
. Motive shall make available to Peregrine its best practices models and
training materials for use in developing Peregrine's implementation best
practices training programs.
12. MARKETING SCOPE
Motive will assist Peregrine in the following areas:
. [*]
Motive will make available to [*] for reprint, customization, and distribution.
Motive and Peregrine will work together on a case-by-case basis on marketing and
PR activities to drive sales revenue and market awareness. Such activities are
anticipated to include [*], partner and customer [*], participation at each
other's [*], and [*] to each other's web sites.
13. REFERENCE ACCOUNT
In consideration of the favorable pricing and terms provided to Peregrine under
this Schedule, Peregrine agrees to the release of an individual press
announcement that Peregrine has licensed Motive technology to deliver internet
based technical support for Peregrine's products. Additionally, a Peregrine
spokesperson will speak to news reporters and industry analysts in conjunction
with said release. Such press release will be coordinated with Peregrine and
shall be subject to its prior approval that shall not be unreasonably withheld.
14. PRODUCT INTEGRATION
Following the execution of this agreement, he parties shall work together to
define the specific requirements of building a [*] to integrate the Product
with the Peregrine product offering. A preliminary description of the [*] is
provided in Attachment B.
15. PRICE ADJUSTMENTS
All Product pricing is based on Motives [*]. If during [*] the Motive [*] for
the Products [*] Schedule for future purchases may be adjusted by applying the
discounts stated herein to the [*].
Peregrine, by its execution hereof, orders and purchases for delivery, under the
terms and conditions of the Agreement, the Licensed Product(s) and Support
Services provided in accordance with this Schedule.
Peregrine Systems, Inc. ("Peregrine") Motive Communications, Inc. ("Motive")
----------------------- ---------------------------
By: /s/ D.S. Powanda By: /s/ Pat Motola
--------------------------------- ------------------------------------
Printed Name: D.S. Powanda Printed Name: Pat Motola
----------------------- --------------------------
Title: EVP Operations Title: CFO, VP
------------------------------ ---------------------------------
Date: 4/13/00 Date: 4/13/2000
------------------------------- ----------------------------------
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
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