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PAYMENT TERMS.
(A)
Payment. Reynolds shall bill AMJLR directly for each Dealership that orders the Solution. Except as expressly provided
otherwis e, the prices described in Exhibit B do not include delivery costs, Taxes or incidental costs, all of which shall also be
payable by AMJLR in accordance with this Agreement. AMJLR shall pay Reynolds net thirty (30) days from date of invoice.
Reynolds will bill AMJLR for the one-time charges each month from the date of GCA.
4.
UPDATES. Reynolds may from time-to-time revise and update the Solution. AMJLR and the Dealerships shall adopt any
such revision update. AMJLR shall be responsible for any fees associated with any revision updates.
5.
ADDITIONAL OBLIGATIONS. AMJLR will actively market the Solution to its retailers through its field organization.
6.
OWNERSHIP AND PROPRIETARY RIGHTS. AMJLR agrees and acknowledges that Reynolds owns all rights, title, and
interest in and to the Solution and all enhancements, modifications and revisions, including all data file formats and layouts,
data dictionaries and user and technical interfaces, provided or disclosed by Reynolds to AMJLR, including, but not limited
to, all worldwide inventions, patents, patent applications, literary, artistic and other works, copyrights, the benefit of waiver of
moral rights, trademarks, trade secrets, tools, applications, functions, software codes, software programs, data tables, maps,
structure and other property rights and interests provided by Reynolds. Nothing in this Agreement provides AMJLR or any
Dealership with title, ownership or rights of any kind in or to the Solution or any products or works of authorship of Reynolds,
and AMJLR agrees it will not assert any right, title or interest therein.
7.
(A)
The term of this Agreement shall be for a three (3) year period (Initial Term) commencing on the GCA (the
"Effective Date") with automatic renewals for one (1) year periods (the Initial Term with any renewals shall be the Term).
(B)
Either party may elect to terminate this Agreement with prior written notice to the other party at least 120 days
prior to the expiration of the then current Term. Should AMJLR commit to terminating this Agreement, Reynolds will adjust
each Dealerships monthly statement to collect the one-time and support charges.
(C)
Reynolds may terminate this Agreement if AMJLR commits a material breach of its obligations under this
Agreement and such breach, in the case of a breach which is remediable continues for a period of thirty (30) days after written
notice of such failure has been given by the non-breaching party, provided, however, that if the nature of such breach is such that
it cannot be cured by a payment of money and cannot be cured within a period of thirty (30) days, the breaching party shall have
such additional time as may be necessary as long as the curing of such breach is begun promptly and is prosecuted with due
diligence to completion.
(D)
This Agreement shall terminate automatically if (i) either party voluntarily files a petition in bankruptcy or
insolvency or a petition for reorganization under any bankruptcy law, consents to any involuntary petition in bankruptcy, or is
the subject of a receiving order under the Bankruptcy and Insolvency Act; (ii) an order, judgment or decree by any court of
competent jurisdiction is entered against a party, upon the application of a creditor of such party, approving a petition seeking
reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of that partys assets and such order,
judgment or decree continues in effect for a period of thirty (30) days; provided, however, that such order, judgment or decree
may remain in effect for longer than such thirty (30) day period if such party is diligently appealing such order, judgment or
decree; or (iii) a party makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver
for its business or assets, or becomes subject to any proceedings under the Bankruptcy Act and such as signment,
appointment or proceeding is not removed, released or dismissed within ten (10) days after commencement.
(E)
Consequences of Termination. Upon expiration or termination of this Agreement for any reason, each party
shall immediately return all property of the other party, including, but not limited to, any and all Confidential Information of the
other party; provided the parties acknowledge that all fees and payments made to Reynolds under this Agreement shall be
nonrefundable and are not subject to set off or reduction;
8.
CONFIDENTIALITY. Without the prior written consent of the Disclosing Party, (i) the Receiving Party shall not use
Confidential Information of the Disclosing Party except as reasonably required to perform the obligations of the Receiving
Party under this Agreement, and (ii) the Receiving Party shall not disclose the Confidential Information of the Disclosing
Party, except (A) to employees, contractors and Dealerships with a need to know such information for the purposes of
fulfilling the obligations of the Receiving Party set forth in this Agreement and who agree in writing to be bound by Receiving
Partys obligations under this Agreement, and (B) as may be ordered by a court or governmental authority (prior to any
disclosure described in this clause (B), the Receiving Party shall provide notice of the order to the Disclosing Party and in any
event the Receiving Party shall only disclose such information as may be required in the opinion of its counsel). It is
understood and agreed by the parties that (i) the specific terms and conditions of this Agreement and the negotiations and
discussions concerning the transactions contemplated by this Agreement taking place between the parties constitute
Confidential Information, and (ii) promptly after the Effective Date, the parties will mutually agree to (a) text of a press release,
and (b) text of a summary of the relationship that may be distributed to Dealerships.
9.
EXPENSES. Reynolds and AMJLR will bear its own expenses associated with the negotiation, execution and performance of
this Agreement.
10.
MISCELLANEOUS.
(A) All notices, requests, demands and other communications hereunder will be in writing and will be deemed given and
received (a) on the date of delivery when delivered by hand or when transmitted by confirmed simultaneous telecopy, (b) on the
following business day when sent by receipted overnight courier, or (c) five (5) business days after deposit in the United States
Mail when mailed by registered or certified mail, return receipt requested, first class postage prepaid, when addressed as AMJLR
forth in Exhibit C. Any party may change the address to which notices are to be sent to it by giving written notice of such change
of address to the other parties in the manner above provided for giving notice.
(B) This Agreement may not be assigned by any of the parties hereto without the prior written consent of the other
parties hereto. This Agreement will be binding upon the parties hereto and their respective successors and permitted assigns.
(C) The Section, Subsection and other headings in this Agreement are inserted solely as a matter of convenience and for
reference, and are not a part of this Agreement. The Exhibits attached hereto are a material part of this Agreement and are
incorporated herein by this reference.
(D) This Agreement may be executed in one or more counterparts, all of which will be considered one and the same
agreement and will become effective when one counterpart has been signed by each party and delivered to the other party hereto.
(E) This Agreement supersedes all prior agreements, verbal and written, between the parties hereto with respect to the
subject matter hereunder; provided, however, that each Master License Agreement between Reynolds and a Dealership shall
survive in accordance with its terms, and all confidentiality, non-disclosure or similar agreements between AMJLR and Reynolds
shall survive according to their respective terms. Neither this Agreement, nor any provision hereof, may be changed, waived,
discharged, supplemented or terminated orally, but only by an agreement in writing signed by the party against which the
enforcement of such change, waiver, discharge or termination is sought.
(F) This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Ohio as
applied to contracts executed by Ohio residents and performed wholly within that state.
(G) Wherever possible, each provision hereof will be interpreted in such manner as to be effective under applicable law,
but in case any one or more of the provisions contained herein will, for any reason, be held to be illegal or unenforceable in any
respect, such illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be
construed as if such illegal or unenforceable provision or provisions had never been contained herein unless the deletion of such
provision or provisions would result in such a material change as to cause completion of the transactions contemplated hereby to
be unreasonable.
(H) All defined terms used herein will have the same meaning, whether used in the singular or plural form, unless the
context clearly requires otherwise.
(I) Nothing in this Agreement shall confer any rights upon any person other than the parties and their respective heirs,
successors and permitted assigns.
(J) Whenever the term "including" is used in this Agreement, it will mean "including, without limitation," (whether or not
such language is specifically AMJLR forth) and will not be deemed to limit the range of possibilities of those items specifically
enumerated.
(K)
REYNOLDS HEREBY EXPRESSLY DISCLAIMS (AND AMJLR ACCEPTS AND ACKNOWLEDGES SUCH
DISCLAIMER) ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
PRODUCTS AND SERVICES IDENTIFIED IN THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SUCH REPRESENTATIONS AND
WARRANTIES, IF ANY, AND THE APPLICABLE LIMITATIONS ON AND EXCLUSIONS OF REMEDIES FOR BREACH
THEREOF WILL BE AS SET FORTH IN ANY APPLICABLE MASTER LICENSE AGREEMENT. REYNOLDS SHALL NOT HAVE
ANY LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, THE
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS
-3Confidential Property of The Reynolds and Reynolds Company.
Not intended for use by any other persons without the expressed consent of Reynolds and Reynolds
AGREEMENT REGARDLESS OF THE FORESEEABILITY OF THE SAME, WHETHER UNDER BREACH OF CONTRACT, TORT,
BREACH OF WARRANTY, PRODUCTS LIABILITY, STRICT LIABILITY OR OTHERWISE. FINALLY, REYNOLDS LIABILITY
HEREUNDER FOR ANY REASON SHALL NOT EXCEED THE AMOUNT PAID TO REYNOLDS UNDER THIS AGREEMENT
WITHIN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT CONSTITUTING THE BASIS FOR A CLAIM.
If this letter correctly reflects our discussions and agreements, please execute this letter where indicated below.
Very truly yours,
THE REYNOLDS AND REYNOLDS COMPANY
By__________________________________
Title:________________________________
By_________________________________
Title:_______________________________
EXHIBIT A
Definitions
"Agreement" means this agreement.
"Dealership" means those persons authorized by AMJLR to sell the Vehicles.
"Confidential Information" means (A) all data and information relating to the business, products, services and
management of either AMJLR or Reynolds, including proprietary and trade secrets, technology information and
accounting records, which are disclosed by the disclosing party (the Disclosing Party) pursuant to or in the
performance of its obligations under this Agreement or in connection with the negotiation of this Agreement or the
development of the migration plan, regardless of the form of disclosure, and (B) the terms and conditions of this
Agreement; provided, however that "Confidential Information" shall not include any data or information which:
1. is or becomes publicly available through no fault of the party receiving the information (the Receiving
Party);
2. is already in the rightful possession of the Receiving Party prior to its receipt from the Disclosing Party;
3. is rightfully obtained by the Receiving Party from a third party;
4. is independently developed by the party who would otherwise be considered the Receiving Party;
5. is disclosed with the written consent of the Disclosing Party; or
6. is disclosed pursuant to a court order or other legal compulsion.
"Taxes" means taxes or other governmental charges for transactions under this Agreement (for example, sales, use
and property taxes and assessments after audit), but excluding Reynolds income taxes.
"Vehicles" means AMJLR brand motor vehicles.
Quantity
Unit
Unit Cost
AMJLR
Investment
Total
Reynolds
Investment
Total
Retailer's
Investment
Total
1
4
4
40
4
Hours
Per Day
$
$
$
$
$
2,950
1,675
1,675
90
475
$
$
$
$
$
2,950
6,700
6,700
3,600
1,900
18
18
$
$
1,675 $
475 $
15,075
4,275
$
$
15,075
4,275
19,350
41,200
18,750
8,000
$
$
8,000
8,000
75
95
15
15
$
$
1,675 $
475 $
1,410
1,410
20
20
50
50
26,750
Optional
12,563
3,563
$
$
12,563
3,563
3,525
3,525
3,525
3,525
$
$
1,675 $
475 $
16,750
4,750
$
$
16,750
4,750
$
$
1,675 $
475 $
41,875
11,875
$
$
41,875
11,875
CRM Pilot Project Retailer Consulting, Training and Onsite Services Sub-Total: $
98,425
98,425
15,600
$
$
$
$
1,675
480
950
18,705
26
Weeks
600
1
Days: Catalyst Consulting
$
1,675
8
Hours
$
60
2
Per Day
$
475
CRM Pilot Project Management and Administration: $
5
30
5
$
$
$
4,950
73
1,175
30
450
5
5
5
Monthly Fees
Monthly Fees
Data Conversion Service
Setup & Starter Kit
Best Practice Kits
$
$
$
$
$
350
45
1,750
850
1,180
$
$
10,500
20,250
30,750
$
$
$
8,750
4,250
5,900
24,775
Total CRM Project Investment by Project Partner during 6 Month Pilot Program: $ 144,525 $ 98,655 $ 123,200
AMJLR Reynolds
Retailer
CRM Project Investment for Each of 5 Pilot Dealers by Project Partner: $ 28,905 $ 19,731 $ 24,640
Total CRM Project Investment for Each of 5 Pilot Dealers:
$73,276
EXHIBIT C
Notices
If to Reynolds to:
The Reynolds and Reynolds Company
Two Reynolds Way
Kettering, OH 45430
Attn: President, Automotive Division
Fax: (937) 485-2080
with a copy to:
The Reynolds and Reynolds Company
Two Reynolds Way
Kettering, OH 45430
Attn: General Counsel
Fax: (937) 485-4123
If to AMJLR North America to:
AMJLR North America
Attn: ________________
Fax:
Exhibit D
Submitted by:
Reynolds and Reynolds
January 14, 2003
Time Period:
o Monday 4/14/03
Wednesday 4/16/03
o Monday 4/21/03
o Wednesday 4/23/03
o Wednesday 4/30/03
o
4/15/03 4/16/03
4/17/03 4/18/03
4/22/03 4/23/03
4/24/03 4/25/03
5/01/03 5/02/03
3/10/03 3/11/03
o
o
o
o
o
2/24/03 2/25/03
o
o
o
o
o
o Thursday 4/17/03
o Monday 4/21/03
o Thursday 4/24/03
o Monday 4/28/03
o Monday 5/05/03
10
Friday 4/18/03
Tuesday 4/22/03
o Friday 4/25/03
o Tuesday 4/29/03
o Tuesday 5/06/03
o
o
o
o
o
o
4/30/03 5/02/03
5/07/03 5/09/03
5/14/03 5/16/03
5/21/03 5/23/03
5/28/03 5/30/03
o
o
o
o
o
5/14/03 5/16/03
5/21/03 5/23/03
5/28/03 5/30/03
6/04/03 6/06/03
6/11/03 6/13/03
o
o
o
o
o
6/04/03 6/05/03
6/11/03 6/12/03
6/18/03 6/19/03
6/25/03 6/26/03
7/01/03 7/02/03
o
o
o
o
o
7/08/03 7/09/03
7/15/03 7/16/03
7/22/03 7/23/03
7/29/03 7/30/03
8/05/03 8/06/03
5/14/03 6/13/03
6/04/03 7/02/03
4/22/03 4/25/03
4/29/03 5/02/03
5/06/03 5/09/03
5/13/03 5/16/03
5/20/03 5/23/03
o
o
o
o
o
7/08/03 8/06/03
11
Tuesday 9/02/03
12
Result:
RTS Catalyst are versed on the AMJLR strategy and vision. They are ready to begin the retailer visits.
Resources:
RTS Instructor
RTS Catalysts involved in AMJLR deployment
14
a) Pre-Visit Communication
Purpose:
The purpose of the pre-foundation visit communication is to allow the catalyst to introduce themselves to the
retailers, confirm the scheduled training date, and inform the retailer that a pre-visit package will be arriving
soon.
The components of our pre-visit communication are:
Pre-visit phone contact.
Pre-visit packet (includes letter to retailer, pre-visit checklist, agenda and roster).
Follow up phone contact to confirm packet was received
Result:
Complete communication to retailer regarding dates and expectations for the catalyst visit.
Resource:
RTS Account Manager
RTS Catalyst
b) Administration
Purpose:
Reynolds will be responsible for coordinating all arrangements associated with the AMJLR Contact
Management Training Program to include:
In- Dealership Training Letter - we will schedule in-house training in each dealership. A follow-up letter/fax
will be sent to all Dealer Principals outlining the dates, times and agenda for the in-dealership sessions.
Field Notification a similar email/letter will be sent to all AMJLR Field personnel the represent the
Retailers in the pilot. Shipping - we will ensure the timely arrival of all training materials to each participating
retailer.
In-dealership Evaluation we will provide an in-dealership evaluation at the conclusion of the CRM
Process Assessment in-dealership visit on day 1 and again after the CIP Day 10 visit.
We will distribute training status reports to AMJLR retailers and other applicable parties.
AMJLR will separately contract with J.D. Power to conduct dealer satisfaction surveys before and after the
pilot project with the 5 selected dealers and a control group of 5 dealers not involved with the pilot.
Dealer Action Plans we will prapare a detailed visit summary and Dealer Action Plan (DAP) after each
CRM consulting and training visit that the retailer will sign during the exit meeting between the CRM
Catalyst and the Dealer or GM on the last day of each visit.
15
A signed copy of each Dealer Action Plan will be faxed from each dealership by the catalyst prior to leaving
the dealership on the last day of each visit.
The catalysts will utilize a dedicated CRM Project eFax number which will automatically distribute each
visits signed DAP to the Project Management Team at Reynolds for post-visit review.
Reynolds will set up a web accessible, password protected, online file storage account and electronically
store the signed retailer DAPs online within a file storage account accessible by AMJLR project
management.
At the conclusion of the project, Reynolds will supply AMJLR with a CD-ROM containing electronic
copies of each signed retailer DAP and the online storage account will be closed.
Project Management
Reporting:
Document Users
Action Plans - Accomplishments during visit
Performance notes: Utilization, Proficiency, Compliance, and Integration
Lead Routing and Internet Lead Providers
Open Issues and future support needs and interest areas
Reporting and monitoring of activities by user phone contact to dealership personnel to discuss ge and
training to improve overall efficiency
Utilization and results monitoring
Training satisfaction metrics
Escalation and resolution process
AMJLR CRM Pilot Project Status Meetings
Establish & Maintain a project management Action list
Manage timelines and budgets
Result:
Communications to all involved parties in regards to CRM pilot project status.
Resources:
RTS Account Manager
RTS Catalysts
16
17
Logistics:
Process Assessment, Strategy Definition and Process Development days are conducted at the retailers facilities
unless the retailer makes other arrangements for an offsite location.
1 Business Process & Communications Assessment Day
2 CRM Strategy Definition & Process Development Days
Resources:
Retailer:
Key management team including: Owner, General Manager, Sales Manager(s), Used Car Manager, Service
Manager and Parts Manager
AMJLR:
District Manager (optional)
R&R Resource:
RTS Catalyst 3 days per retailer
18
Approximate
Time
20 minutes
40 minutes
20 minutes
45 minutes
35 minutes
20 minutes
15 minutes
30 minutes
30 minutes
20 minutes
25 minutes
50 minutes
Result:
Retailer employees are trained on the Contact Management product for the specific modules they require.
Resource:
AMJLR Retailer:
All employees who will have a user login for Contact Management
R&R:
Smart Force Web Based Training (self paced)
Reynolds Customer Education Manager
19
20
Result:
Validation that Contact Management system and users are ready for Contact Management technology launch.
Resource:
R&R:
Customer Education Professional (CEP) 1 day
Distance Learning
Data Conversion Team
21
22
Crawl Phase
Profit Leaks
Showroom Process
Incoming Phone
Incoming Internet
Unsold Follow Up
Set
Strategy
Define &
Document
Processes
Technical
Infrastructure & Integration
Basic
System Training
Technology Components:
Provides sales personnel the ability to manage their time more effectively throughout the day. Depending on
their job role and preference, they can quickly view their daily activities on the Daily Work Plan (if they
prefer list format) or on the Calendar (if they prefer time increments). Internet Managers tend to like to
work from their Inbox so they see the leads immediately.
Microsoft .NET Alerts as a tool to remind the salespeople of an upcoming activity or new email lead in
order to stay on target for the day.
Management can easily monitor the progress of the sales people and coach where necessary for results.
Assignment of new leads and customers to sales personnel and re-assignment of customers and prospects in
the event of sales turnover.
Extensive drill down capabilities to searching for clients, prospects and those prospects interested in specific
vehicles.
Reports provide an analytical view of the management of prospects and customers. There are fourteen
standard reports in the system today with drill down capabilities.
Vehicle Management allows users to search the ERA database real time. Contact Management provides
23
the ability to view details from ERA for all vehicles regardless of whether they are in stock, in production or
if the order was just placed.
Logistics:
CIP days are conducted at the retailer location.
Individual Retailer Continuous Process Improvement (CIP) days are essential to the long term success of
any dealerships CRM implementation. For maximum effectiveness, CIP visits to the dealership
- 3 days during week following CM Technology launch
- 3 days scheduled 2 weeks after first CIP visit
- 2 days scheduled 3 weeks after second CIP visit
- 2 days scheduled 4 weeks after third CIP visit
Resources:
AMJLR Retailer:
All Contact Management users
R&R:
RTS Catalyst - 10 days per retailer
24