Exhibit 10.1
**** Certain information in this agreement has
been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect
to the omitted portions.****
L AWSON S OFTWARE & T HE H ACKETT G ROUP
A DVISORY A LLIANCE A GREEMENT
5.9.05
The Hackett Group & Lawson Software company
confidential and for internal use only. All rights reserved.
Reproduction of this document in any form without prior consent is
prohibited.
Statement of Confidentiality and
Liability
This Advisory Alliance Agreement contains trade
secrets and information that is company sensitive, proprietary, and
confidential, the disclosure of which would provide a competitive
advantage to others. As a result, this Advisory Alliance Agreement
shall not be disclosed, used or duplicated, in whole or in part,
for any purpose other than to evaluate the Advisory Alliance
Agreement jointly created by Hackett, Inc. and Lawson Software.
This Advisory Alliance Agreement is subject to the following terms
and conditions listed in Appendix B of this document
This Advisory Alliance Agreement may not be
reproduced or disclosed to any third party without the express
written consent of Hackett and Lawson Software. This restriction
does not limit the rights of the recipient to use information
contained in the herein if it is rightfully obtained from another
source without restriction.
Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
2
T ABLE OF C ONTENTS
Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
3
1.0 B ACKGROUND OF L AWSON -H ACKETT A LLIANCE
Lawson has had a long-standing partnership with
Answerthink for over five years. As such—Hackett—a
wholly owned subsidiary purchased by Answerthink in 1997, has
become increasingly a more substantial competitive differentiator
as a maturing ERP market has faced recent challenges.
This contract identifies joint programs in which
Lawson and Answerthink plan to engage in over a three-year period,
whereby clients are provided with a unique offering that brings
together Hackett’s World Class Best Practices and the Lawson
software offering.
2.0 D EFINITIONS
2.1 Exclusivity
During the term of the Agreement,
Hackett will not enter into an agreement, or permit its business
partners to enter into an agreement, with Oracle, SAP, ssa Global,
GEAC, or Microsoft (i) to integrate or interface its World Class
Progress Report with or into such software provider’s
software application, (ii) to distribute the integrated product to
licensees of such software providers in order to provide licensees
or prospects of such software providers access to the World Class
Progress Report, and (iii) package the additional deliverables
listed in sections 5.1 and 5.2 with such software providers in a
programmatic manner (i.e. Hackett’s World Class Passport
program)
2.2 Lawson clients
Client means any business entity in
the Territory that has directly or indirectly licensed
Lawson’s or its third parties’ products from
Lawson.
2.3 Lawson prospects
Prospect means any business entity
within the Territory that is interested in directly or indirectly
licensing Lawson’s or its third parties’ products from
Lawson.
2.4 Territory
Global
2.5 Hackett Best
Practices
Detailed information on established
and emerging ways of improving performance in all areas of the
business as measured and defined by Hackett.
2.6 Hackett IP
See definition in Section 15 of
Appendix B attached hereto.
Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
4
3.0 T ERMS
3.1 General Terms - Attached as
Appendix B to this Agreement
3.2 Term and
Termination
3.21 Term
The Term of this Agreement shall
commence on May 9, 2005 and shall continue in force for a period
ending May 31, 2008, unless earlier terminated subject to the
provisions in this Agreement.
3.22 Extension to
Programs
At anytime during the Term, but at
least ninety (90) days prior to the expiration of the term of any
of the programs under this Agreement, Lawson and Hackett shall meet
to mutually determine whether to (i) extend the applicable program
beyond the expiration date by amending the Agreement in writing, or
(ii) permit the program to expire. Lawson will retain a right of
first offer to continue the Hackett World Class Program at the end
of Year 3 at a commercially reasonable rate.
3.23.1 Program
Cancellation
During year 2 and 3 of this
agreement, Lawson will have the option to cancel its participation
in the Hackett programs described in Sections 5.1 and 5.2 below
without penalty, provided written notice of cancellation is given
to Hackett at least sixty (60) days prior to the an anniversary
date of the Agreement. Cancellation under this Section does not
cancel the Vendor intelligence Program described in Section
5.3.
3.24 Termination for
Breach
Either Party may terminate this
Agreement should the other Party or any of its Employees breach any
substantial obligation under this Agreement and fail to cure the
breach within thirty (30) days of receipt of a written demand for
its cure.
3.25 Survival of
Rights
Upon termination of this Agreement,
all rights granted to Lawson clients under this Agreement shall
survive.
4.0 A SSUMPTIONS & R ESPONSIBILITIES OF THE A DVISORY A LLIANCE
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Lawson and
Hackett will each identify an available executive sponsor for the
Alliance for ongoing support and resolution of escalated issues not
resolved at the Alliance-level
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Lawson and
Hackett will each staff the Alliance appropriately, with an
identified Alliance manager and project team to assist in managing
and executing the program listed in this Agreement.
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A bi-weekly
joint project plan will be created to track program objectives and
deliverables
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Lawson and
Hackett will participate in a weekly Alliance call to ensure
program objectives and deliverables are met
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Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
5
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Lawson and
Hackett will respond in a reasonable manner to each others requests
for information, input and approvals as identified in any work
plan
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Hackett agrees
to communicate with Lawson Alliance manager promptly after the
public announcement of a new program or product offering that
icontains any element of this program not currently offered by
Hackett.
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Any additional
deliverables requested of Hackett by Lawson beyond those identified
in the “program scope & timelines” and
“program offering” sections referenced in 5.1, 5.2 and
5.3 will require review by Hackett to determine the financial
feasibility in providing the deliverables to Lawson
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The text in all
documents related to the Alliance will be in English and any
payments will be made in US Dollars
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5.0 H ACKETT W ORLD C LASS P ASSPORT PROGRAM D ETAIL
5.1. L AWSON E XECUTIVE A DVISORY C OUNCIL PILOT P ROGRAM ( CLIENT )
P ROGRAM O VERVIEW :
The Lawson Executive Advisory Council pilot
program provides an opportunity to jump-start Lawson client and
prospect participation in the “Hackett World Class
Passport” program, offered by Hackett exclusively to Lawson
and Lawson clients and prospects (see exclusivity definition in
Section 2.1 above), and provides feedback to Lawson-Hackett on the
program offering to optimize post-pilot “Hackett World Class
Passport” program rollout. The sections below define the
program scope, timelines, and offerings for the pilot
program.
P ROGRAM S COPE & T IMELINES
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Twenty-five
Lawson clients and/or prospects will be selected to participate in
the “Lawson Executive Advisory Council Pilot Program”
(the “LEAC”) within thirty (30) days of contract
signing.
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Hackett and
Lawson agree to work together to manage channel conflict with these
clients. To the extent that the parties find that each is engaged
with these clients regarding Hackett Advisory products, Hackett and
Lawson agree to work to develop the best solution for the client
that would be complimentary to the LEAC Program.
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Lawson and
Hackett will each be responsible for their own travel and other
expenses related to the LEAC
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Lawson will
sell, market, identify and enroll the LEAC members with the support
of Hackett which may include subject matter experts and program
specialists over the telephone and via webcast presentations
(restricted to clients utilizing Lawson software applications or
prospects that are in the active sales process of licensing Lawson
software applications) beginning at Lawson’s Annual User
Conference (“CUE”) on May 9, 2005 through June 30,
2006. Within 10 days of signing this Agreement, Lawson and Hackett
agree to develop a mutually agreeable and beneficial Go-to-Market
business plan, including a detailed budget with relevant costs
associated with each party, that will describe how the Lawson plans
to sell, market, identify and enroll members in the LEAC with the
support of Hackett. Joint activities will include, but not be
limited to, the following:
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Announcing the
Alliance and the Hackett World Class Passport program at CUE, May
8-11, 2005
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Releasing a
press release referencing Hackett and Lawson-Hackett client
quotes
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Participating
in relevant analyst briefings
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Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
6
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Announcing the
program main stage at CUE to over 3,500 Lawson clients
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Participating
in three Best-Practices joint sessions with Lawson Professional
Services
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Providing press
and analyst support, including quotes supporting program
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The parties
agree to develop joint Lawson-Hackett collateral explaining HWCP
and benefits to clients and prospects Hackett will provide content
and design input. Lawson to pay for production costs.
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Creating a
joint Lawson-Hackett pre-sales tool showing program benefits to
clients or prospects which may include a powerpoint presentation or
webcast, or both.
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Producing a
mutually agreed upon Lawson-Hackett contract that can be utilized
by Lawson to enroll clients in the LEAC
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Participating
in a joint Lawson–Hackett Webcast to announce the LEAC to
identified program targets
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Providing two
1-day training sessions for Lawson employees on Hackett
methodology, sales delivery and program detail to be delivered by
Hackett during the first 30-days of the LEAC
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Conducting
joint Lawson-Hackett sales meetings as jointly deemed necessary to
explain program details and to close program targets
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As needed,
Hackett will also provide on site briefings for strategic-level
accounts.
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The program
year for the LEAC participants will commence on May 9, 2005 and
remain in effect through June 30, 2006. At the end of the LEAC one
(1) year period, the client has the right to subscribe to the
post-pilot “Hackett World Class Passport” program
(described below in 5.2) for the then current program rate offered
through Lawson or opt out of the program
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P ROGRAM O FFERING
The following deliverables have been identified
as the Hackett World Class Passport program offering to the Lawson
Executive Advisory Council (LEAC) for a 1-year period. It is
understood and agreed by Hackett that all deliverables prepared for
Lawson or Lawson clients and prospects must be approved in advance
and in writing by Lawson. Deliverables includes:
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World-Class
Progress Report (WCPR)
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Defined as a
quarterly progress benchmark tool covering three areas limited to
HR, Finance and Procurement, thus allowing Lawson clients and/or
prospects to enter key data points to gain insight as to how they
measure against a relevant peer group including, but not limited
to, World Class performers and median performers
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Accessible
through the Lawson portal via a URL link to a hosted site
maintained and supported by Hackett
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The site
provides LEAC users with a secure environment to enter confidential
data
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Upon client
signing the LEAC agreement with Lawson and Lawson’s notice to
Hackett, Hackett will provide a user ID and password for the WCPR
to the client
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The site
provides LEAC users with a relevant and personalized delivery of
content
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Participation
in One-Day On-Site Best-Practices Strategic Advisory Session and/or
Performance Gap Assessment
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Hackett to
provide LEAC clients with four one-day (6 hour) group sessions to
be held at a mutually agreeable location by Lawson and Hackett. The
one-day session is described as:
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Presentation of
Best Practice themes and comparisons of World Class versus average
organizations
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Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
7
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Workshop to
discuss best practices strategies identified in the Best Practice
repository.
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Hackett-and
Lawson may choose to individually offer this one-day session
described above to strategic clients
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The session
agenda will be mutually agreed-upon by Lawson and Hackett and will
be based on what is described above in this Section 5.1. Additional
content may be required by the Go-to-Market plan described above in
this Section 5.1.
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Hackett will
lead the sessions, however, at least one representative from
Hackett and one from Lawson Software is required to be in
attendance
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Hackett agrees
to provide a knowledgeable resource on Hackett, and relevant best
practices for each one-day session
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Hackett to
provide to Lawson five commercially available, Performance Gap
Assessment Sessions for clients in the LEAC using either the World
Class Progress Report or an existing Hackett Performance Gap
Assessment tool, described as:
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High-level gap
assessment of a client organization, whereby the client completes a
questionnaire based on approximately 24 metrics in the HR, Finance
and Procurement areas and is compared to a relevant peer group to
gain insight into best practices and how they rank against other
organizations
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Each client
will be responsible for submitting requested data
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Hackett will
provide the comparison data output and report(s)
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The session
agenda will be mutually agreed-upon by Lawson and
Hackett
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Hackett will
lead the sessions, however, at least one representative from
Hackett and one Lawson Software representative is required to be in
attendance
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Hackett and
Lawson will jointly provide the findings to the client
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Hackett agrees
to provide a knowledgeable resource on Hackett and relevant best
practices for each gap assessment. This resource can be from our
parent company, Answerthink’s Lawson practice
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Where this
Performance Gap Assessment effort leads to a sale of a Lawson
software license, Lawson will recommend Answerthink, together with
Lawson Professional Services, to the licensee as the preferred
implementation partner.
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Hackett Advisor
Inquiry Access per quarter – 4 hours per quarter
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Defined as LEAC
access to advisors that can answer questions relating to best
practices and provide a deeper understanding of Hackett-certified
practices and performance metrics contained within the Hackett
database. This offering also includes research time.
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Hackett will
provide a “LEAC” knowledgeable main point of contact to
respond to LEAC inquiries
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Two user IDs to
the on-line Hackett Best-Practice Repository accessed via the World
Class Progress Report.
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Defined as
online client access to a resource containing detailed information
on established and emerging ways of improving performance across
the organization. These best practices have been gathered from a
variety of sources, and are validated through a combination of
statistical analysis, onsite client observation and a broad range
of secondary research.
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Accessible
through the Lawson portal via a URL link to a hosted site
maintained and supported by Hackett
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The site
provides LEAC users with a secure environment
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Upon client
signing the LEAC agreement with Lawson and Lawson’s notice to
Hackett, Hackett will provide a user ID and password for the
Best–Practice Repository to the client
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Two copies of
the 2004 World-Class Executive Insights Book of Numbers Research
per LEAC client.
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Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
8
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Defined as an
executive book describing correlating best practices adopted by
leading organizations that have yielded organizations proven
operational gains.
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Quarterly
Topical Webcasts
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Topics, agenda
and Webinar content to be identified and presented jointly by
Hackett and Lawson, based on the LEAC needs
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Quarterly
Research Perspectives
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Accessible
through the Lawson portal via a URL link to a hosted site
maintained and supported by Hackett
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Topics, agenda
and Webinar content to be identified and presented jointly by
Hackett and Lawson, based on the Lawson Executive Advisory
Council’s needs
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Two tickets to
the 2006 Hackett Best Practices Conference
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5.2. P OST - PILOT H ACKETT W ORLD C LASS P ASSPORT P ROGRAM ( CLIENT )
P ROGRAM O VERVIEW :
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In exchange for
the program fees noted in Appendix A, Hackett will deliver the
“Hackett World Class Passport” program
(“HWCP”) offering to Lawson clients and prospects. This
offering is provided by Hackett exclusively to Lawson and their
clients and prospects (see exclusivity definition Section 2.1
above). The sections below define the program scope, timelines and,
offerings for the post pilot HWCP, commencing with the first client
participating in the HWCP (first client after client 25 in the
LEAC).
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P ROGRAM S COPE & T IMELINES
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There are no
limits to the number of paid Lawson clients and prospects that
participate in the HWCP as defined in section 5.2.
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Lawson and
Hackett will each be responsible for their own travel and other
expenses related to the HWCP.
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Client access
to HWCP will commence on a target date of July 1, 2005 and the
client’s enrollment in HWCP will renew annually for the
client, on the anniversary date of the contract entered into
between the client and Lawson, at the then current HWCP rate
offered through Lawson
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Lawson reserves
the right to adjust the HWCP commencement date forward, as deemed
necessary
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Hackett and
Lawson agree to work together to avoid sales channel conflict.
Hackett will give Lawson credit toward sales minimums as stated in
Appendix A in instances where an “advisory” service
with program features that overlap those described herein is sold
to an HWCP client. Where Lawson and Hackett are simultaneously
pursuing the sale of the HWCP and other Hackett non-HWCP products
at the same client, the parties agree to work together to best
position each others’ pursuit and not diminish the value of
the HWCP to the potential client. Credit will be given at the rate
per unit for the HWCP stated in the Program Fees section below
whenever the Hackett product includes program aspects incremental
to the HWCP program.
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Within 30 days
of signing this Agreement, Lawson and Hackett will develop a
mutually agreeable and beneficial Go-to-Market business plan for
the HWCP, including a detailed budget for costs associated with
each party that will describe how Lawson plans to promote, identify
and enroll members in the HWCP with the support of
Hackett.
|
Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
9
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The parties
agree to develop joint Lawson-Hackett collateral explaining HWCP
and benefits to clients and prospects Hackett will provide content
and design input. Lawson to pay for production costs.
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The parties
agree to create a joint Lawson-Hackett pre-sales tool showing
program benefits to clients or prospects which may include a
powerpoint presentation or webcast, or both. .
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The parties
agree to develop a mutually agreed upon Lawson-Hackett contract for
the HWCP that can be utilized by Lawson to enroll clients in the
program
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The parties
agree to jointly participate in Lawson and Hackett Webcasts and
seminars to announce HWCP to identified program targets and cover
other relevant topics periodically throughout program
commitment
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The parties
agree to develop topical whitepapers
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Topics to be
mutually agreed upon by Lawson and Hackett
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The parties
agree to provide press and analyst support, including quotes from
Hackett in support of HWCP
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The parties
agree to participate in quarterly account sales planning sessions
between Lawson and Hackett to identify program targets throughout
program commitment
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The parties
agree to participate in joint Lawson-Hackett sales meetings to
explain program details and close program targets
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Lawson and
Hackett will each be responsible for their own travel and other
expenses related to the LEAC unless paid for by the applicable
client/prospect
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Hackett will
conduct training events for Lawson employees on Hackett
methodology, sales delivery and program detail
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Lawson and
Hackett will each be responsible for their own travel and other
expenses related to the LEAC unless paid for by the applicable
client/prospect
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The parties
agree to implementing compensation plans to incent their respective
sales forces (Hackett Alliance representatives and Lawson sales
representatives) to promote the joint offering
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Compensation
plans to be developed, approved and administered by Hackett to
Hackett employees and by Lawson to Lawson employees
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P ROGRAM O FFERING
The following section lists the potential
offerings Hackett and Lawson will provide to Lawson clients and
prospects during the post-pilot Hackett World Class Passport
program rollout (HWCP) for client twenty-six and beyond. The
parties agree to work in good faith to develop the optimal set of
program offerings. The final agreed upon program features and
parameters may or may not include features in addition to those
noted below, except that the program will include the World Class
Progress Report and the Hackett Advisory Inquiry Access. It is
understood and agreed by Hackett that all offerings prepared for
Lawson or Lawson clients and prospects must be approved in advance
by Lawson. Deliverables include:
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World-Class
Progress Report (WCPR)
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“Lawsonized” World-Class Progress
Report (WCPR) is defined as a quarterly progress benchmark tool
covering three or more areas such as, but not limited to, HR,
Finance and Procurement, thus allowing Lawson clients and/or
prospects to enter key data points to gain insight as to how they
measure against a relevant peer group including, but not limited
to, World Class performers, median performers and other Lawson
clients
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WCPR is
accessible through the Lawson portal via a URL link to a hosted
site maintained and supported by Hackett
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The site
provides users with a secure environment to enter confidential
data
|
Copyright © 2003 Hackett, Inc. All rights
reserved. Reproduction of this document in any form without prior
consent is prohibited
10
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Upon client
signing the HWCP agreement with Lawson and Lawson’s notice to
Hackett, Hackett will provide a user ID and password for the HWCP
to the client
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The site
provides users with a relevant and personalized delivery of
content
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•
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Hackett Advisor
Inquiry Access – four hours per quarter
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•
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Defined as
access to advisors that can answer questions relating to best
practices and provide a deeper understanding of Hackett-certified
practices and performance metrics contained within the Hackett
database. This offering includes research time.
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Hackett will
provide a “Lawson” program knowledgeable resource to
respond to HWCP inquiries
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Two user IDs to
the on-line Hackett Best-Practice Repository
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•
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Defined as
online client access to a resource containing detailed information
on hundreds of established and emerging ways of improving
performance in all areas of an organization. These best practices
have been gathered from a variety of sources, and are validated
through a combination of statistical analysis, onsite client
observation and a broad range of secondary research.
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•
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Accessible
through the Lawson portal via a URL link to a hosted site
maintained and supported by Hackett
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•
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The site
provides HWCP users with a secure environment
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•
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Upon client
signing the HWCP agreement with Lawson and Lawson’s notice to
Hackett, Hackett will provide a user ID and password for the
Best–Practice Repository to the client
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Topical
Research Abstracts based on the Book of Numbers
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Access to
Quarterly Topical Webcasts
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•
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Topics, agenda
and Webinar content to be identified and presented jointly by
Hackett and Lawson, based on HWCP client needs
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•
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Access to
Quarterly Research Perspectives
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•
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Accessible
through the Lawson portal via a URL link to a hosted site
maintained and supported by Hackett
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•
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Topics and
content to be identified by Hackett and Lawson, based on HWCP
client needs
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•
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Two tickets to
the 2006 Hackett Best Practices Conference
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HWCP INCREMENTAL SERVICE
OFFERINGS
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As part of the
Go-to-Market, Lawson and Hackett agree to develop complimentary and
incremental services offerings to the HWCP including, but not
limited to, the following (reference Vendor Intelligence Program,
5.3.x) with pricing and terms to be agreed upon:
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One-Day Onsite
Best Practices Advisory session (reference section 5.1)
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1-2 Week
Extended Gap Assessment
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Defined as a
“Lawsonized” high-level gap assessment of a client
organization, whereby the client completes a questionnaire based on
approximately 40+ metrics in key areas such as, but not limited to,
HR, Finance and Procurement, and is compared to a relevant peer
group to gain insight into industry best practices and how they
rank against other organizations
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Client will be
responsible for gathering data on the questionnaire
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Hackett will
provide the comparison data output and report(s)
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The session
agenda will be mutually agreed upon by Lawson and
Hackett
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Hackett will
lead the sessions, however, at least one representative from
Hackett and one from Lawson Software is required to be in
attendance
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Copyright © 2003 Hackett, Inc. All rights
reserved. Re
