1
EXHIBIT 10.36
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL
PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
March 19, 1996
Mr. Robin Johnson, CEO
Infoseek Corporation
2620 Augustine Drive, Suite 250
Santa Clara, CA 95054
Dear Mr. Johnson:
This shall serve as a letter of intent ("Agreement in Principle") by and
between Infoseek Corporation ("Infoseek") and HNC Software Inc. ("HNC") wherein
the parties wish to set forth the terms and conditions whereby they propose to
establish a cooperation agreement with respect to the use of HNC's proprietary
SelectCast(TM) intelligent advertising server product in the Infoseek
environment.
The parties acknowledge their agreement and understanding that this Agreement
in Principle has been prepared to set forth the basic terms and conditions
under which the parties propose to enter into a definitive written agreement
(the "Definitive Agreement") providing for the parties to jointly cooperate
with respect to the development and marketing of a version of SelectCast to be
used in the Infoseek environment. In connection therewith, both parties will
cooperate with each other and use their respective reasonable best efforts to
negotiate, prepare, and execute a Definitive Agreement as soon as reasonably
practicable, but no later than April 30, 1996.
As such, the parties agree as follows:
1. Development. The parties shall, in good faith, develop an outline of the
project to be undertaken hereunder within five (5) days of the Effective Date.
2. Exclusivity. During the term of this Agreement in Principle, Infoseek shall
not contract, engage, or otherwise work with, any other parties with respect to
the development, use, and/or operation of a system similar and/or competitive
with SelectCast. Similarly, HNC shall not, during the term of this Agreement in
Principle, contract, engage, or otherwise work with, any other parties with
respect to the development, use, and/or operation of a system [ ] SelectCast
*[ ].
--------
Page 1 of 5
* CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
2
3. Compensation. Infoseek shall compensate HNC with respect to HNC's
*performance hereunder, at a rate of [ ] of HNC's standard time and materials
rates, which are detailed in Exhibit 1 hereto, up to a maximum cumulative
*amount of [ ]. A preliminary analysis of the scope of phase 1 of the
deliverables indicates that this amount should be sufficient to deliver the
phase 1 version of the system. Said maximum cumulative amount may only be
increased upon the prior written agreement of Infoseek. HNC shall invoice
Infoseek in the manner and at the address indicated in Exhibit 2 hereto. Each
party shall be responsible for payment of its own travel expenses with respect
to its respective performance hereunder.
4. Public Disclosure; Confidential Information. The parties acknowledge that
concurrently with the execution of this Agreement in Principle, they have
executed a Mutual Confidentiality and Non-Disclosure Agreement (the
"Non-Disclosure Agreement") with respect to the exchange of confidential
information pursuant to the undertaking described in this Agreement in
Principle. Neither party shall make any public disclosure with respect to the
subject matter of this Agreement in Principle without the prior written consent
of the other party, such consent shall not be unreasonably withheld.
5. Term and Termination. This Agreement in Principle shall remain in effect
until the Definitive Agreement is executed or May 31, 1996, whichever comes
first. In any event, this Agreement in Principle may be earlier terminated by
either party for any reason upon at least thirty (30) days prior written notice
to the other party. In the event of any termination of this Agreement in
Principle, Infoseek shall pay HNC for any time and materials expenses accrued
and payable to HNC up through the effective date of termination.
It is understood that this Agreement in Principle does not contain all matters
to be contained in the Definitive Agreement, which the parties shall undertake
to negotiate in accordance with this Agreement in Principle. As such, the
parties acknowledge that the terms of the Definitive Agreement are not yet
agreed, and there are no contractual and/or enforceable terms with respect
thereof in existence at the present. Notwithstanding the two preceding
sentences of this paragraph, the provisions of sections 2, 3, 4, and 5 of this
Agreement in Principle and the provisions of the Non-Disclosure Agreement shall
constitute a binding agreement of the parties unless and until such are
superseded by the Definitive Agreement.
--------
Confidential and Proprietary Information Page 2 of 5
* CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
3
If the foregoing accurately summarizes our understanding, we request that
Infoseek approve this Agreement in Principle and evidence such approval by
causing the enclosed copy of this Agreement in Principle to be signed on its
behalf, dated and returned to HNC whereupon this Agreement in Principle shall
become effective. This Agreement in Principle may be executed in counterparts,
all of which together shall constitute one and the same agreement.
Sincerely, AGREED:
HNC SOFTWARE INC. INFOSEEK
By:
------------------------
Michael A. Thiemann Robin Johnson
Executive Vice President Chief Executive Officer
Date Signed:
---------------
"Effective Date"
Confidential and Proprietary Information Page 3 of 5
4
EXHIBIT 1
TIME AND MATERIALS RATES
The following table reflects HNC standard time and materials hourly rates as
well as the time and materials hourly rates to be paid to HNC by Infoseek in
accordance with this Agreement in Principle.
-------------------------------------------------------------------------------
JOB TITLE HNC STANDARD HOURLY DISCOUNTED HOURLY LABOR
LABOR RATE RATE IN ACCORDANCE WITH
SECTION 3 OF THIS AGREEMENT
IN PRINCIPLE
-------------------------------------------------------------------------------
*Corporate Officer [ ] [ ]
-------------------------------------------------------------------------------
*Director [ ] [ ]
-------------------------------------------------------------------------------
*Manager [ ] [ ]
-------------------------------------------------------------------------------
*Senior Staff Scientist [ ] [ ]
-------------------------------------------------------------------------------
*Staff Scientist [ ] [ ]
-------------------------------------------------------------------------------
*Software Engineer [ ] [ ]
-------------------------------------------------------------------------------
*Administrative Support [ ] [ ]
-------------------------------------------------------------------------------
TRAVEL-RELATED EXPENSES
As indicated in Section 3 of the Agreement in Principle, each party shall be
responsible for bearing its own travel-related expenses with respect to its
respective performance hereunder.
- --------
Confidential and Proprietary Information
* CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
Page 4 of 5
5
EXHIBIT 2
PAYMENT TERMS
1. Monthly Invoicing. HNC shall invoice Infoseek on a monthly basis with respect
to time and materials charges incurred by HNC during the previous calendar
month. Said billings shall be in accordance with the rates set forth in Exhibit
1. Such invoices shall be due and payable net thirty (30) days from date of
receipt by Infoseek. Unless otherwise advised in writing by Infoseek, HNC shall
direct all such invoices to Infoseek at the following address:
Infoseek
Attention: ________________________________
Street Address: ___________________________
City/State/Zip: ___________________________
Telephone: (___) __________________________
Fax: (___) ________________________________
2. Taxes. All payments by Infoseek to HNC under this Agreement in Principle for
any fees will be exclusive of any sales, use, service, value added or
withholding taxes, or any other levy, tariff, duty or tax of any kind whatsoever
imposed by any governmental authority with respect to the services rendered or
expenses incurred by HNC hereunder (other than a tax imposed upon HNC's income).
Infoseek agrees to pay, within thirty (30) days of receipt of the applicable HNC
invoices, any such tax whenever such tax is imposed by a governmental authority.
3. Late Fees. Any payment due to HNC hereunder that remains unpaid for more than
thirty (30) days after the date such payment is due to HNC hereunder is subject
to a one and one-half (1-1/2%) percent per month late fee.
Confidential and Proprietary Information Page 5 of 5