EXHIBIT 10.05
* Certain information has been omitted in reliance on a confidential treatment
request.
MCI SYSTEMHOUSE CORP./CALIBER LEARNING NETWORK, INC.
ALLIANCE FOR DISTANCE LEARNING
PROGRAM DEVELOPMENT AGREEMENT
THIS PROGRAM DEVELOPMENT AGREEMENT (this "AGREEMENT") is made and entered into
as of the 2nd day of March, 1998 (the "EFFECTIVE DATE"), by and between CALIBER
LEARNING NETWORK, INC. ("CALIBER"), a Maryland corporation with its principal
place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and MCI
SYSTEMHOUSE CORP. ("MCIS"), A DELAWARE CORPORATION WITH XXXXXXX XX XXXXX XXXXXXX
XXXXX, XXXXXXX, XXXXXXX 00000-0000.
RECITALS
A. Caliber is the owner of a network of professional classroom facilities
linked by a proprietary distance learning infrastructure integrating state-
of-the-art satellite transmission, two-way video conferencing, wide-area
network computing and Internet technologies (the "CALIBER LEARNING NETWORK"
or the "NETWORK"). Caliber's classroom facilities are grouped into campuses
("CALIBER CAMPUSES") partitioned into classrooms each with a capacity of
approximately 24 students ("CLASSROOMS").
B. MCIS has organized a professional development institute known as the MCI
Systemhouse Institute (the "INSTITUTE"). In connection with the Institute,
MCIS desires to offer one or more of the following courses of instruction
or seminar events ("COURSES") through the Alliance, utilizing the Caliber
Learning Network: (a) internally targeted LEAD courses, technology
courses, and/or new strategic skills courses designed to build the
intellectual capital of MCIS, enhance recruiting, and improve employee
retention; and (b) client-targeted technology seminars showcasing MCIS's
products and services.
TERMS AND CONDITIONS
In consideration of the mutual covenants and conditions set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Caliber and MCIS agree as follows:
1. DEFINITIONS
1.1. As used in this Agreement, the following terms shall have the
following meanings:
"APPROVED LOCATION" means any location selected by MCIS at its sole
discretion, but after consultation with Caliber, provided in any
event that such location shall be available for lease by Caliber; and
provided, further, that such location shall not be subject to any
zoning, building, or other similar law, code, regulation, or
ordinance prohibiting the use of such location as a Caliber Campus.
"COMPETITIVE COURSE" means any distance learning course or program directly
or indirectly competitive with any Course offered by MCIS through the
Network during the Term.
"DERIVATIVE WORK" means the adaptation and formatting of the MCIS Course
Content for delivery through the Network, including but not limited
to video tape versions, CD-ROM versions, Internet versions, Power
Point(TM) or similar presentations, and other derivative works.
"MCIS COURSE CONTENT" means presentations, texts and other tangible
expressions of the original intellectual, marketing, or other content
of a Course.
"NETWORK RENTAL DAY" means usage of the Network in any day for more than
four (4) hours of broadcast time but not exceeding eight (8) hours of
broadcast time; and "PARTIAL NETWORK RENTAL DAY" means usage of the
Network in any day for less than four (4) hours of broadcast time.
"NEW CALIBER CAMPUS" means a Caliber Campus not listed on Schedule D
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hereto, such schedule being a list of Caliber Campuses which are
operational or under construction as of the Effective Date.
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A "TRANSMISSION FAILURE" in a Classroom means, with respect to any Course
offering, the failure or material disruption of Network audio, video,
or internet/intranet transmissions or connectivity such that, in
MCIS' sole judgment, the participants taking the Course in that
Classroom cannot complete the Course as originally designed and
intended.
1.2. The following capitalized terms are defined in the following sections
of this Agreement:
"Advisory Committee" Section 10.2
"Agreement" Preamble
"Alliance" Section 10.1
"Caliber" Preamble
"Caliber Marks" Section 13.2
"Caliber Representative" Section 7.2
"Cancellation Fee" Section 3.3
"Confidential Information Section 12.4.2
"Course Delivery Fees" Section 7.1
"Course Schedule" Section 3.1
"Course Procurement Notice" Section 3.2
"Effective Date" Preamble
"Maximum Design Full Day Course" Section 7.1.1
"Maximum Design Half Day Course" Section 7.1.3
"MCIS" Preamble
"MCIS Marks" Section 13.1
"MCIS Representative" Section 7.2
"Minimum Volume Commitment" Section 8
"Minimum Design Full Day Course" Section 7.1.2
"Minimum Design Half Day Course" Section 7.1.4
"New Campus Specifications" Section 9.1.1
"Notice of Cancellation" Section 3.3
"Program Management Fee Section 7.2
"Program Management Services Section 6
"Term" Section 2
"Two Day Maximum Design Course" Section 7.1.5
"Work Product" Section 12.1
2. TERM
This term of this Agreement shall be one (1) year commencing on the Effective
Date, subject to the right of either party to terminate this Agreement
earlier as provided herein. Upon the expiration of the initial one-year
term, this Agreement may be renewed by the parties upon such terms and
conditions as the parties may agree in writing. The period of
effectiveness of this Agreement is hereinafter referred to as the "TERM."
3. COURSE IDENTIFICATION AND SCHEDULING
3.1. Attached hereto as SCHEDULE A is preliminary list of Courses that may
be offered through the Network under this Agreement (the "COURSE
SCHEDULE") subject to the issuance of Course Procurement Notices as
provided herein. The Course Schedule may
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be modified (i.e. any Course listed therein may be rescheduled,
added, or deleted) by MCIS upon written notice to Caliber from time
to time.
3.2. Unless the parties mutually agree to a shorter time period in
relation to any Course(s), at least sixty (60) days prior to the
desired delivery of any Course, MCIS will notify Caliber by separate
written purchase order or other writing (a "COURSE PROCUREMENT
NOTICE"), which Notice shall be final and binding on MCIS,
identifying: (i) the type of Course to be offered, (ii) the length of
the Course; (iii) enrollment and participation fees, and (iv) the
locations, dates, times required by MCIS for the offering. Caliber
shall use its best efforts to accommodate MCIS's preferences
concerning locations, dates, and times, and any changes thereto, but
it is understood and agreed by MCIS that final scheduling shall be
jointly determined by the parties based on Network availability.
Caliber shall give priority status to MCIS's requests for bookings on
any given date, unless a firm booking of the Network has already been
made.
3.3. After a Course Procurement Notice is issued, MCIS may cancel or
reschedule the Course upon written notice to Caliber ("NOTICE OF
CANCELLATION"), subject to the payment of the
cancellation/rescheduling fee, if any, specified in this Section 3.3
(the "CANCELLATION FEE").
3.3.1. If MCIS gives Notice of Cancellation at least forty-five (45)
days prior to the date scheduled for delivery of the Course,
MCIS may cancel or reschedule the Course /*/.
3.3.2. If MCIS gives Notice of Cancellation less than forty-five
(45) days but at least thirty (30) days prior to the
scheduled delivery of the Course, MCIS shall /*/.
3.3.3. If MCIS gives Notice of Cancellation less than thirty (30)
days but at least fifteen (15) days prior to the scheduled
delivery of the Course, MCIS shall /*/.
3.3.4. If MCIS gives Notice of Cancellation less than fifteen (15)
days prior to the scheduled delivery of the Course, MCIS
shall /*/.
3.4. Upon receipt of a Notice of Cancellation, Caliber agrees to use its
reasonable best efforts to procure the use of the Network and/or the
Classrooms at Caliber's usual rates by alternate, third party end-
users for the canceled Network Rental Days or Partial Network
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/*/ Text omitted pursuant to a request for confidential treatment and filed
seperately with the Securities and Exchange Commission.
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Rental Days, as the case may be; and, to the extent Caliber is
successful in doing so, the cancellation/rescheduling fee otherwise
paid or payable by MCIS under Section 3.3. shall be /*/.
4. FORMATTING OF COURSE CONTENT
Upon receipt of a Course Procurement Notice for any Course, Caliber will be
responsible for formatting and adapting the underlying MCIS Course Content
as necessary so that the Course is suitable for delivery over the Caliber
Learning Network. MCIS shall cooperate with Caliber and provide such
reasonable assistance as Caliber may require for this purpose.
5. DELIVERY OF COURSE OFFERINGS
5.1. Course Delivery. Caliber will deliver each Course identified in a
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Course Procurement Notice through the Caliber Learning Network on
such dates and times and at such locations as the parties may agree.
In connection with the delivery of each Course, Caliber will:
5.1.1. Provide the software and computer programs, including,
without limitation, class interaction support software,
necessary to deliver the Course.
5.1.2. Provide the hardware components necessary to deliver the
Course and create a two-way audio and video environment,
including, without limitation, a satellite dish and
integrated receiver-decoder to receive the video and audio
signals at each Caliber Campus, and workstations, cameras,
video monitors and related components necessary to return
audio and video signals from each such Campus.
5.1.3. Provide maintenance and related support services necessary to
maintain the software and computer programs and the hardware
components required for delivery of the Course.
5.1.4. Have at least one (1) Caliber employee during the Course
session available at each Caliber Campus where the Course is
being offered to provide assistance to Course participants.
5.1.5. Provide the Course design, management for delivery of that
Course, and the necessary rehearsal time of no less than one
full day for each day the Course is delivered.
5.2. Network Performance. Caliber agrees that it is responsible for the
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direction of high quality video and audio transmission of each Course
and responsible for directing the presentation of each Course
instructor and the interaction of all participants during each
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seperately with the Securities and Exchange Commission.
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Course. Caliber agrees to use its best efforts to simulate the
interaction between instructor and participants possible in one-to-one
student-instructor classes. Caliber also agrees to manage the
transmission of all internet/intranet content during the Course. If a
Transmission Failure occurs in any Classroom or Classrooms booked for
a Course offering, Caliber shall /*/. Notwithstanding the foregoing,
if a Transmission Failure occurs in /*/ or more of the total number of
Classrooms booked for a Course, Caliber (a) shall /*/ or (b) if MCIS
so elects, shall /*/. Except as provided in this Section, Caliber
makes no warranty, express or implied, concerning the performance of
the Network or any component thereof.
6. PROGRAM MANAGEMENT SERVICES
In connection with each Course offering and the overall implementation of the
Alliance established hereby, Caliber shall provide to MCIS the services
identified on SCHEDULE B hereto ("PROGRAM MANAGEMENT SERVICES").
7. FEES AND PAYMENT
7.1. Course Delivery Fee. For each Course delivered by Caliber hereunder,
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MCIS agrees to pay to Caliber the following delivery fees ("COURSE
DELIVERY FEES"), or such other fees as the parties may mutually agree
upon from time to time, but in any case not to exceed:
7.1.1. /*/ for Maximum Design Full Day Courses, which amount will be
broken down as /*/ for Course formatting and design, and /*/
for Course delivery as described in Section 5.1. "MAXIMUM
DESIGN FULL DAY COURSES" will include: (i) one full day of
class (assume 6-7 hours of class and 1-2 hours of set up and
tear down); (ii) 40 hours of instructional design, at /*/
(amounting to the /*/ total noted above); (iii) one full day
of rehearsal (8 hours); and (iv) up to 50 Classrooms.
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/*/ Text omitted pursuant to a request for confidential treatment and filed
seperately with the Securities and Exchange Commission.
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7.1.2. /*/ for Minimum Design Full Day Courses, which amount will be
broken down as /*/ for Course formatting and design, and /*/
for Course delivery as described in Section 5.1. "MINIMUM
DESIGN FULL DAY COURSES" will include: (i) one full day of
class (assume 6-7 hours of class and 1-2 hours of set up and
tear down); (ii) one full day of rehearsal (8 hours); and
(iii) up to 50 Classrooms.
7.1.3. /*/ for Maximum Design Half Day Courses, which amount will be
broken down as /*/ for Course formatting and design, and /*/
for Course delivery as described in Section 5.1. "MAXIMUM
DESIGN HALF DAY COURSES" will include: (i) one half day of
class (assume 3-3.5 hours of class and .5 - 1 hour of set up
and tear down); (ii) 20 hours of instructional design, at /*/
(amounting to the /*/ total noted above); (iii) one half day
of rehearsal (4 hours); and (iv) up to 50 Classrooms.
7.1.4. /*/ for Minimum Design Half Day Courses, which amount will be
broken down as /*/ for Course formatting and design, and /*/
for Course delivery as described in Section 5.1. "MINIMUM
DESIGN HALF DAY COURSES" will include: (i) one half day of
class (assume 3-3.5 hours of class and .5 - 1 hour of set up
and tear down); (ii) one half day of rehearsal (4 hours); and
(iii) up to 50 Classrooms.
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/*/ Text omitted pursuant to a request for confidential treatment and filed
seperately with the Securities and Exchange Commission.
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7.1.5. /*/ for Two Day Maximum Design Courses, which amount will be
broken down as /*/ for Course formatting and design, and /*/
for Course delivery as described in Section 5.1. "TWO DAY
MAXIMUM DESIGN COURSES" will include: (i) two full days of
class (assume 6-7 hours of class and 1-2 hours of set up and
tear down per day); (ii) 48 hours of instructional design;
(iii) two full days of rehearsal (16 hours); and (iv) up to
50 Classrooms.
7.1.6. The parties will establish mutually agreeable guidelines
pursuant to which Course Delivery Fees will be reduced
whenever and wherever circumstances warrant. Course Delivery
Fees shall be payable in accordance with Caliber invoices
issued pursuant to this Agreement from time to time as and
when the underlying services are rendered. Such invoices are
due and payable within thirty (30) days of receipt thereof by
MCIS.
7.2. Program Management Fee. Caliber shall appoint a single
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representative to act as MCIS's prime point of contact under this
Agreement, with responsibility for management of Caliber's
involvement in the Alliance (the "CALIBER REPRESENTATIVE"). In
consideration of the Program Management Services provided by Caliber
hereunder, and the appointment of the Caliber Representative, MCIS
agrees to pay to Caliber a monthly management fee of /*/ and agrees
to reimburse Caliber for pre-approved (by the MCIS Representative),
reasonable travel expenses of the Caliber Representative related to
this Agreement (the "PROGRAM MANAGEMENT FEE"). Except as expressly
noted in this Section, Caliber shall be responsible for the costs of
all its own personnel pursuant to this Agreement. The Program
Management Fee due in any given month shall be invoiced and shall be
payable within thirty (30) days of receipt thereof by MCIS. MCIS
shall appoint a single representative to act as Caliber's prime point
of contact under this Agreement, with responsibility for management
of MCIS's involvement in the Alliance (the "MCIS REPRESENTATIVE").
MCIS shall be responsible for the costs of its own personnel pursuant
to this Agreement, including the MCIS Representative.
7.3. Additional Classrooms. It is understood and agreed by MCIS that the
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Course Delivery Fees set forth in this Section shall apply to Course
offerings delivered to a maximum of (50) Classrooms. In the event, at
MCIS's request, a Course is delivered to more than fifty (50)
Classrooms:
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seperately with the Securities and Exchange Commission.
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7.3.1. The Course Delivery Fee otherwise payable under Sections
7.1.1, 7.1.2 or 7.1.5 shall be increased by /*/ for each
Classroom in excess of the fifty (50) Classroom maximum; and
7.3.2. The Course Delivery Fee otherwise payable under Section 7.1.3
or 7.1.4 shall be increased by /*/ for each Classroom in
excess of the fifty (50) Classroom maximum.
8. MINIMUM VOLUME COMMITMENT
In consideration of the preferential pricing set forth in the preceding section,
MCIS hereby agrees that it shall pay Caliber at least /*/ (herein referred
to as the "MINIMUM VOLUME COMMITMENT") during the Term for the activities
contemplated herein, which sum shall include the cumulative amounts paid to
Caliber for: (a) Course Delivery Fees; (b) the Program Management Fee; and
(c) funding for Broadcast `98.
9. EXPANSION OF RELATIONSHIP; PREFERRED PARTNER COVENANTS
9.1. Construction of Additional Campuses.
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9.1.1. /*/ Threshold. At such time, if any, as MCIS shall have
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delivered or, as evidenced by Course Procurement Notices,
committed to deliver through the Network during the Term that
number of Course Offerings as shall have generated or will
generate fees to Caliber under this Agreement equal to or
exceeding /*/ over and above the Minimum Volume Commitment,
including the Program Management Fee and funding for
Broadcast '98, Caliber shall construct one (1) New Caliber
Campus in Canada at an Approved Location and meeting the
general specifications set forth on SCHEDULE C hereto (the
"NEW CAMPUS SPECIFICATIONS").
9.1.2. /*/ Threshold. At such time, if any, as MCIS shall have
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delivered or, as evidenced by Course Procurement Notices,
committed to deliver through the Network
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/*/ Text omitted pursuant to a request for confidential treatment and filed
seperately with the Securities and Exchange Commission.
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during the Term that number of Course Offerings as shall have
generated or will generate fees to Caliber under this
Agreement equal to or exceeding /*/ over and above the Minimum
Volume Commitment, including the Program Management Fee and
funding for Broadcast '98, Caliber shall construct a second
New Caliber Campus in Canada at an Approved Location meeting
the New Campus Specifications.
9.1.3. /*/ Threshold. At such time, if any, as MCIS shall have
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delivered or, as evidenced by Course Procurement Notices,
committed to deliver through the Network during the Term that
number of Course Offerings as shall have generated or will
generate fees to Caliber under this Agreement equal to or
exceeding /*/ over and above the Minimum Volume Commitment,
including the Program Management Fee and funding for Broadcast
'98, Caliber shall construct a third New Caliber Campus in
Canada at an Approved Location meeting the New Campus
Specifications.
9.1.4. Waiver of Conditions. Caliber in its sole and absolute
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discretion may elect to waive the minimum volume thresholds
set forth in Sections 9.1.1 through 9.1.3 and to construct or
commence the construction of the New Caliber Campuses
contemplated by this section at an Approved Location
notwithstanding the failure of MCIS to meet such minimum
thresholds.
9.1.5. Time. Caliber agrees that each New Caliber Campus it is
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required to construct under this Section 9.1 shall be fully
operational not later than one hundred twenty (120) days
following the later of (a) the achievement of the minimum
volume thresholds associated with such New Caliber Campus
under Section 9.1 or (b) the identification by MCIS of the
Approved Location for such New Caliber Campus.
9.2. Use of Canadian Sites Pending Construction. Until such time as New
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Caliber Campuses are constructed by Caliber in Canada pursuant to this
Agreement, Caliber's existing facilities in Montreal, Toronto and
Vancouver, with each location having twelve (12) desktops able to
accommodate 2 students each, for a total of twenty-four (24) students
per location, will be utilized; and, should MCIS require additional
classroom space in Canada for the delivery of any Course, Caliber
shall procure such additional classroom space from a third-party
provider, in which event MCIS shall pay to Caliber a classroom
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seperately with the Securities and Exchange Commission.
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procurement fee equal to /*/, or such other fee as the parties may
agree upon in writing in advance, which fee shall be in addition to
any Course Delivery Fees and any other fees otherwise payable by MCIS
hereunder in connection with the Course. Notwithstanding the
foregoing, MCIS shall not be obligated to pay any classroom
procurement fee under this section if and to the extent the need for
such alternate classroom space is attributable to the failure of
Caliber to construct any New Caliber Campus within the one hundred
twenty (120) day period contemplated by Section 9.1.5, it being
understood and agreed by the parties that, without limiting MCIS's
other rights and remedies as provided in this Agreement, the waiver
of such fee shall be Caliber's sole and exclusive liability for
breach of such section.
9.3. Preferred Partner. During the Term, Caliber shall not offer, develop,
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or assist in the development of any Competitive Course for or in
conjunction with the following systems integration or
telecommunications competitors of MCIS, including their affiliates:
Electronic Data Systems
Sprint
AT&T
Xxxxxxxx Consulting
IBM/ISSC/ISM
CSC
9.4. Most Favored Customer. MCIS shall have the right to enroll its
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employees in any Caliber IT course offered during the Term at the
lowest prices for such course which Caliber offers to its best
customers, inclusive of any special discount or volume rebate. MCIS
enrollees may select from the full syllabus of Caliber courses, and,
if the parties mutually determine that there is sufficient volume of
such enrollees, Caliber shall customize the course offering for those
enrollees, in which event such customization shall be an additional
service under Section 11, subject in any event to the consent of
Caliber's content partner.
10. ALLIANCE ADMINISTRATION
10.1. Name. The joint distance learning initiative of the parties
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evidenced by this Agreement shall be known and referred to by the
parties in public announcements of the same as the Alliance for
Distance Learning (the "ALLIANCE").
10.2. Advisory Committee. The parties agree to constitute an advisory
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committee which shall have general oversight authority over the
administration of Course offerings and for the direction of the
Alliance generally (the "ADVISORY COMMITTEE"). The Advisory
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seperately with the Securities and Exchange Commission.
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Committee shall meet not less frequently than quarterly in accordance
with such by-laws or other rules of order as the parties may
establish. Membership on the Advisory Committee will be composed of
three MCIS appointees and two Caliber appointees. Decisions will be
reached on a majority vote basis. The Chair of the Advisory Committee
shall be an MCIS nominee. The Caliber Representative will provide
quarterly reports to the Advisory Committee.
10.3. Performance Criteria. Through the Advisory Committee, the parties
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will jointly develop a set of performance criteria to evaluate the
Courses and on the basis of such criteria shall review the
performance of the Alliance from time to time and in any event at
least sixty (60) days prior to the expiration of the initial one-year
Term in order to assist the parties in their respective
determinations whether to renew this Agreement or otherwise continue
the Alliance.
10.4. Implementation Audits. MCIS shall have the right to observe the
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delivery of each Course at all Caliber Campuses and other locations
authorized by MCIS offering the Course and to request reasonable
changes in the implementation or delivery of the Course to address
any problems identified by MCIS.
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11. ADDITIONAL SERVICES
11.1. Types of Services. Notwithstanding the fact that some or all of the
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services listed below may be part of the Course development and
delivery hereunder, Caliber shall use its best efforts on a case by
case basis to provide additional services outside the scope of this
Agreement at MCIS's request, which services may include, but shall
not be limited to, one or more of the following as the parties may
agree:
11.1.1. Classroom and equipment rental.
11.1.2. Video roll-ins, enhanced video production, additional power
points, slides, animation, voice-overs, software demos,
creation of software labs, the loading of specialized
software on file servers, or creation, loading and
maintenance of software which is not a part of the Caliber
platform.
11.1.3. Coordinating student registration and enrollment using
inbound toll-free numbers, web-based registration, or other
methodologies.
11.1.4. Collection and disbursement of participant enrollment fees
and other revenues derived from course offerings.
11.1.5. Development and implementation of marketing plans and
strategies.
11.2. Pricing. Such additional services are not included in the Program
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Management Fee or Course Delivery Fees and shall be provided to
MCIS, if at all, at such prices as the parties may agree; provided,
however, that such additional services shall be provided to MCIS at
the lowest price which Caliber offers to its best customers,
inclusive of special discounts and volume rebates.
11.3. Multi-Point Video Conferencing Facilities. MCIS may obtain multi-
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point video conferencing facilities from Caliber at a rate of /*/
for a full day (consisting of more than four (4) hours of use not to
exceed a maximum of eight (8) hours of use) and /*/ per partial day
(consisting of less than four (4) hours of use). It is understood
that such rate includes only the use of video conferencing
facilities and does not include studio facilities, program
management, facilitators, instructional design, and the like.
11.4. Alliance Revenues and Income. Any revenue generated through the
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delivery of Courses to the public by the Alliance shall, subject to
the payment by MCIS of Course Delivery Fees, Program Management
Fees, and any other fees payable by MCIS under this
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seperately with the Securities and Exchange Commission.
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Agreement, be for MCIS's benefit and MCIS shall be responsible for
the administration, including invoicing, collection, and audit, of
such MCIS revenue.
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12. OWNERSHIP AND USE
12.1. Ownership. Except as otherwise expressly agreed to by the parties in
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this Agreement or otherwise in writing after the Effective Date
hereof, MCIS and Caliber shall be under no obligations to develop a
particular product or service jointly or through the initiatives set
forth in this Agreement. If a feature, function, innovation,
product, offering, or other original literary, artistic, technical,
or other material (herein, a "WORK PRODUCT") is developed by MCIS
alone, or in collaboration with Caliber or a third party, MCIS shall
obtain and retain all intellectual property rights arising therefrom
and shall have the sole right to obtain and to hold in its own name
copyrights, registrations, patents, or other such protection,
including any extensions or renewals thereof, as may be appropriate
to this Work Product, and Caliber shall have no right, title or
interest therein. Subject to Section 12.2, MCIS shall have the full,
sole, and continuous right (without any payments or liabilities to
any person) to use, publish, perform, reproduce and distribute
throughout the world any or all portions of this Work Product,
either as a complete unit or in segments in any way MCIS sees fit
and for any purpose whatsoever. Caliber hereby waives, and shall
secure a waiver by its employees or agents of, moral rights in and
to the Work Product. Nothing herein is intended to give either party
any title to the other party's pre-existing intellectual property
rights. The parties understand and agree that MCIS will retain
ownership of the Courses, MCIS Course Content and all Derivative
Work. MCIS understands and agrees that Caliber is not granting MCIS
any ownership rights in any Caliber Learning Campus or in any
equipment, property, systems, software, know-how, or technical or
operational information or other materials used by Caliber to
deliver the Courses. "Ownership," as used in this section, shall
mean all proprietary rights, including, without limitation,
copyright, trade secrets and patents.
12.2. Use Restrictions.
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12.2.1. Other than as necessary to perform its obligations under
this Agreement, Caliber shall not license, use or permit
any use of the Derivative Work without the express prior
written consent and approval of MCIS.
12.2.2. Any provision of this Agreement to the contrary
notwithstanding, following the delivery and broadcast of a
Course over the Network, MCIS agrees that, notwithstanding
Section 12.1, MCIS shall not re-broadcast, re-transmit, or
otherwise use or license others to use any videotape of
such broadcast other than for internal training and/or
communications, except with Caliber's prior written
consent, which consent shall not be unreasonably withheld.
12.3. Applications and Filings. MCIS and Caliber shall cooperate in good
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faith with one another, at their own expense, to make all necessary
applications and filings, including patent and copyright
registration and other legal protections, both U.S. and foreign, to
protect the interests of the parties, or either of them, in the
Courses and the Derivative Work, as provided in this Agreement.
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12.4. Confidentiality.
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12.4.1. Caliber shall take reasonable and necessary precautions to
prevent the unauthorized copying, removal, alteration,
disclosure, use, loss of or improper access to the MCIS
Course Content, the Derivative Work, and the Courses.
12.4.2. MCIS acknowledges that, during the Term and in the course
of performing its obligations hereunder, it may be the
recipient of or become exposed to proprietary and
confidential information of Caliber in written or other
tangible form (including on magnetic media) or by oral,
visual, or other means, including, but not limited to,
information marked or otherwise identified as confidential
or proprietary, customers or active prospects, strategic
plans and materials, marketing strategies, business data,
financial information, distance learning systems, and
software (such information of either party being
collectively referred to as "CONFIDENTIAL INFORMATION").
MCIS acknowledges and agrees that such Confidential
Information disclosed by Caliber shall remain the exclusive
property of Caliber, and that MCIS shall not disclose, use,
copy, or make available such Confidential Information to
anyone, except as may be required in the course of
performing its obligations hereunder. MCIS agrees to only
make such Confidential Information available to employees
on a need-to-know basis.
12.4.3. Caliber acknowledges that, during the Term and in the
course of performing its obligations hereunder, it may be
the recipient of or become exposed to Confidential
Information of MCIS. Caliber acknowledges and agrees that
such Confidential Information disclosed by MCIS shall
remain the exclusive property of MCIS, and that Caliber
shall not disclose, use, copy, or make available such
Confidential Information to anyone, except as may be
required in the course of performing its obligations
hereunder. Caliber agrees to only make such Confidential
Information available to employees on a need-to-know basis.
12.4.4. Caliber and MCIS agree Confidential Information is unique
and valuable, and that money damages would not be a
sufficient remedy for any breach of this Section 12.4 and
that, in addition to all other remedies, both parties shall
be entitled to specific performance and injunctive and
equitable relief as a remedy for any such breach. Caliber
and MCIS agree to be responsible for any breach of this
Section 12.4 by any of its employees, officers, directors
or agents and also agrees to pay any and all reasonable
attorney's fees incurred by either party in enforcing the
provisions of this Section 12.4.
12.4.5. Each party shall protect the Confidential Information of
the other party from disclosure contrary to the terms of
this Section 12.4 using the same degree of care used to
protect its own confidential or proprietary information,
but in any case using no less than a reasonable degree of
care.
12.4.6. The restrictions of this Agreement on use and disclosure of
Confidential Information shall not apply to information
that:
15
12.4.6.1. Was publicly known at the time of the disclosing
party's communication thereof to the receiving
party;
12.4.6.2. Becomes publicly known through no fault of the
receiving party subsequent to the time of the
disclosing party's communication thereof to the
receiving party;
12.4.6.3. Was in the receiving party's possession free of
any obligation of confidence at the time of the
disclosing party's communication thereof to the
receiving party;
12.4.6.4. Is developed by the receiving party
independently of and without reference to any of
the disclosing party's Confidential Information
or other information that the disclosing party
disclosed in confidence to any third party;
12.4.6.5. Is rightfully obtained by the receiving party
without burden of confidentiality from third
parties authorized to make such disclosure
without restriction; or
12.4.6.6. Is identified by the disclosing party as no
longer proprietary or confidential.
12.4.7. In the event the receiving party is required by law,
regulation or court order to disclose any of the disclosing
party's Confidential Information, the receiving party will,
to the extent permitted by law, promptly notify the
disclosing party in writing prior to making any such
disclosure in order to facilitate the disclosing party
seeking a protective order or other appropriate remedy from
the proper authority. The receiving party agrees to
cooperate with the disclosing party in seeking such order
or other remedy. The receiving party further agrees that if
the disclosing party is not successful in precluding the
requesting legal body from requiring the disclosure of the
Confidential Information, it will furnish only that portion
of the Confidential Information which is legally required
and will exercise all reasonable efforts to obtain reliable
assurances that confidential treatment will be accorded the
Confidential Information.
12.4.8. All Confidential Information disclosed under this Agreement
(including information in computer software or held in
electronic storage media) shall be and remain the property
of the disclosing party. All such information in tangible
form shall be returned to the disclosing party promptly
upon written request or the termination or expiration of
this Agreement, and shall not thereafter be retained in any
form by the receiving party.
12.4.9. The disclosing party shall not have any liability or
responsibility for errors or omissions in, or any decisions
made by the receiving party in reliance on, any
Confidential Information disclosed under this Agreement.
16
13. MCIS AND CALIBER MARKS
13.1. MCIS Marks. Caliber acknowledges that MCIS owns, is licensed to
----------
use, or otherwise possesses various registered and unregistered
trademarks and service marks ("MCIS MARKS"). MCIS may, from time to
time in writing, grant to Caliber the non-exclusive, limited right
and license to use designated MCIS Marks for and during the Term in
connection with the implementation of the Alliance and the delivery
of Courses hereunder. Caliber expressly acknowledges MCIS's rights
in and to the MCIS Marks and agrees not to represent in any manner
that Caliber has acquired any ownership rights in the MCIS Marks.
13.2. Caliber Marks. MCIS acknowledges that Caliber possesses various
-------------
registered and unregistered trademarks and service marks, including
but not limited to "Caliber", "Caliber Learning Network," "Caliber
Learning Campus," and the Caliber mountain peak logo ("CALIBER
MARKS"). Caliber may, from time to time in writing, grant to MCIS
the non-exclusive, limited right and license to use the Caliber
Marks for and during the Term in connection with the implementation
of the Alliance and the delivery of Courses hereunder. MCIS
expressly acknowledges Caliber's rights in and to the Caliber Marks
and agrees not to represent in any manner that MCIS has acquired
any ownership rights in the Caliber Marks.
13.3. Misuse of Marks. Each party understands and agrees that any use of
---------------
the other party's marks, other than as expressly authorized by this
Agreement, without the other party's prior written consent, is an
infringement of such other party's rights in and to its marks and
that the right granted herein to use the other party's marks does
not extend beyond the termination or expiration of this Agreement.
Each party expressly covenants that, during the term of this
Agreement and thereafter, such party shall not, directly or
indirectly, commit any act of infringement or contest or aid others
in contesting the validity of such other party's right to use its
marks or take any other action in derogation thereof.
13.4. Monitoring. Each party acknowledges an obligation to monitor its
----------
own use of the other party's marks and agrees to do so. Each party
shall notify the other of any claim, demand, cause of action of
which it becomes aware that the other party may have based upon or
arising from any unauthorized attempt by any person or entity to
use such other party's marks, any colorable variation thereof, or
any other xxxx, name or indicia in which such other party has or
claims a proprietary interest and shall assist such other party,
upon its request and at such other party's expense, in taking
action including legal action, if any, as such other party may deem
appropriate to halt such activities, but shall take no action nor
incur any expenses on such other party's behalf without such other
party's prior written approval.
13.5. Requirements. Each party further agrees and covenants to use the
------------
other party's marks solely in the manner prescribed by such other
party, to observe all laws with respect to the registration of
trade names and assumed or fictitious names, to include in any
application therefor a statement that such party's use of the other
party's marks is limited by the terms of this Agreement, and to
provide such other party with a copy of any such application and
other registration document(s); and to observe such requirements
with
17
respect to trademark and service xxxx registrations and copyright
notices as the other party may, from time to time, require,
including, without limitation, affixing "SM," "/TM/", or "(R)"
adjacent to such other party's marks.
13.6. Guidelines. Each party shall from time to time provide written
----------
guidelines to the other party, regarding the proper depiction of
the party's marks. Public announcements, press releases, catalog
copy, copy and graphics for print advertising, information
booklets, and promotional literature that a party proposes to use
in conjunction with this Agreement or any Course shall be submitted
to the other party for review, editing and comment, at least thirty
(30) days prior to intended use or reproduction (whichever is to
occur first). Until such time, if any, as approval is received, the
material shall not be used by the party requesting approval..
Components or advertisements previously approved require re-
submission and re-approval before they may be used subsequently.
Each party shall designate for the other party's contact a person
on their respective staffs who shall have responsibility for the
review and response procedures described in this paragraph. Each
party shall provide the other party with its then current published
materials relating to products and services relevant to this
Agreement from time to time. Neither party shall make any
representations or warranties to others concerning the products or
services of the other party that are inconsistent with those made
by the other party in the most current published materials provided
by such other party in accordance with the above.
14. COOPERATION
Upon execution of this Agreement, MCIS and Caliber each shall identify a
sufficient number of qualified persons from their respective organizations
who will be responsible for the coordination, design, development and
implementation of the Alliance under this Agreement.
15. PARTICIPANT NAMES
Each party will have access to the names of all Course participants, and with
the prior approval of the other party, which approval shall not be
unreasonably withheld, such party may use those names in its mailings and
other marketing-related activities. Without limiting the generality of the
foregoing, registration forms for Courses shall enable Course participants
to indicate their willingness or unwillingness to receive such materials.
16. DEFAULT AND TERMINATION
16.1. Notice and Cure. This Agreement may be terminated by either party
---------------
if the other party is in breach of any material provision of this
Agreement, but only after written Notice of Default and opportunity
to cure as provided herein has been given to the breaching party.
With respect to a monetary default, the notice of default must
provide for an opportunity to cure of at least twenty (20) days
following receipt of the notice. With respect to a non-monetary
default, the notice of default must provide for an opportunity to
cure of at least thirty (30) days following receipt of the notice.
If the party receiving the notice has not cured the breach before
the cure date stated in the notice, the party giving notice may
terminate this Agreement by giving the breaching party a written
Notice of Termination, stating the date on which the termination is
to be effective. Breaches by Caliber would include, but are not
limited to, a material technical inability by Caliber to deliver
the Courses over the Network, or an inability on a material and/or
continuing basis to meet
18
MCIS' scheduling requirements. With respect to incurable breaches
described in Section 16.2, a period of cure does not have to be
provided. Notwithstanding the delivery of a Notice of Default or
Notice of Termination by either party to the other, all obligations
to perform services shall continue in effect and be duly observed
and complied with by both parties until the effective date of any
termination. Upon the effective date of termination of this
Agreement for any reason, any outstanding Course Procurement
Notices shall be deemed to be cancelled without any further
obligation, penalty or charge to either party.
16.2. Material Breaches That Cannot Be Cured. The following types of
--------------------------------------
activity are acknowledged by the parties to be incurable, material
breaches and are cause for immediate termination by the non-
breaching party effective upon delivery of written Notice of
Termination:
16.2.1. Any willful breach by either party of such party's
confidentiality obligations under this Agreement.
16.2.2. Any act of theft or embezzlement by either party.
16.2.3. Any breach by either party of such party's obligations
under Section 12.2, Use Restrictions, of this Agreement.
----------------
16.3. Use of Marks After Termination. Upon termination of this Agreement
------------------------------
for any reason, all rights to use and promote the Courses in
conjunction with the other party's marks or otherwise shall
immediately cease.
16.4. Dispute Resolution. The parties hereto agree to attempt to settle
------------------
any dispute, controversy or difference which may arise between or
among them in connection with this Agreement or any Schedule
attached hereto by good faith discussions between or among the
Caliber Representative and MCIS Representative. If resolution
cannot be achieved by such representatives within ten business days
of referral to them, the dispute will be referred to the Advisory
Committee. If the Advisory Committee is unable to resolve the
dispute by a unanimous decision within thirty days of referral to
it, either party may pursue whatever remedies are available to it
under this Agreement, at law, or in equity.
17. NOTICES
Any notices or other communications required or which may be given by either
party to the other party under this Agreement shall be in writing and may
be sent by facsimile. However, the original shall be sent either by
overnight courier, with a verified receipt, or by certified mail, return
receipt requested, postage prepaid and addressed to and at the address
stated below or to such other address as the parties shall subsequently
designate to each other by notice given in accordance with this Section.
Such notice shall be deemed to be sufficiently given when the original is
received by the receiving party.
19
FOR MCIS:
SHL Systemhouse Co.
Att'n: Xxxxxxx Xxxxxxxx
Vice President Marketing
00 X'Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx
X0X 0X0
(e-mail:xxxxxxxxx@xxx.xxx)
Fax: 613/000-0000
with a copy to: Xxxx XxXxxxxxxx, Vice President, Chief Legal Counsel and
Secretary
Fax: 416/000-0000
FOR CALIBER:
Caliber Learning Network, Inc.
Attn: Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
(e-mail: Xxxxxxx@xxxxxxx.xxx)
with a copy to: O. Xxxxxx Xxxxx, General Counsel
Fax: 410/000-0000
18. INDEPENDENT CONTRACTORS
Under this Agreement, each party agrees that it will perform as an independent
contractor and not as an agent or employee of the other party. Nothing in
this Agreement is intended to or shall be deemed to create a partnership or
joint venture of any kind. Neither party shall have the authority to, or
shall attempt to, bind or commit the other party for any purpose except as
expressly provided herein.
19. APPLICABLE LAW
This Agreement shall be deemed to have been made in the State of New York and
shall be construed and enforced in accordance with, and the validity and
performance hereof shall be governed by, the laws of the State of New York,
without regard to conflict of laws principles. Judicial proceedings
regarding any matter arising under the terms of this Agreement shall be
brought solely in the federal or local courts of the State of New York.
20. FORCE MAJEURE
Neither party shall be liable for delay or failure in performance of any of
its obligations under this Agreement when such delay or failure arises from
events or circumstances beyond the reasonable control of such party
(including, without limitation, acts of God, fire, flood, war, explosion,
sabotage, terrorism, embargo, civil commotion, acts or omissions of any
government entity, or labor disputes).
20
21. WAIVER
No failure on the part of either party to exercise, no delay in exercising,
and no course of dealing with respect to any right, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or the exercise of any other right,
power or privilege.
22. ASSIGNMENT
Caliber may not assign this Agreement, or any part thereof, without the prior
written approval of MCIS, which approval shall not be unreasonably
withheld. MCIS may assign this Agreement at any time upon notice to
Caliber, provided that such assignment shall not relieve MCIS of its
obligations hereunder.
23. SURVIVAL BEYOND TERMINATION
23.1. The parties' obligations arising under Sections 12.1, Ownership,
---------
12.2, Use Restrictions, 12.4, Confidentiality, 24, Indemnification,
---------------- --------------- ---------------
shall survive the expiration or termination of this Agreement.
23.2. Any Courses scheduled for delivery after termination or expiration
of this Agreement shall be automatically cancelled without penalty
or charge of any kind to MCIS unless the parties otherwise mutually
agree in writing.
24. INDEMNIFICATION
24.1. Caliber shall indemnify and hold harmless MCIS from and against any
and all loss, damage, injury, liability or suit incurred by MCIS as
a result of or arising from (i) any Course participant's claim of
personal injury or property damage while attending a Course at a
Caliber Campus and (ii) the development of the Courses or any MCIS
Course Content or any other software, products or services provided
by Caliber to MCIS, including, without limitation, any claims that
any of the above infringe or otherwise violate any patent,
copyright, trade secret or other proprietary right.
24.2. MCIS shall indemnify and hold harmless Caliber from and against any
and all loss, damage, injury, liability or suit incurred by Caliber
as a result of or arising from the development of the Courses or
any MCIS Course Content provided by MCIS to Caliber, including,
without limitation, any claims that such Content infringes or
otherwise violates any patent, copyright, trade secret or other
proprietary right.
25. GENERAL
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and all previous agreements or
discussions between the parties relating to the subject matter hereof,
written or oral, will be terminated and/or superseded by this Agreement;
however, this Agreement shall not supersede or in any way affect the
validity or enforceability of MCIS purchase orders with respect to the
subject matter hereof outstanding on the Effective Date. Payment of any
amounts due pursuant to such purchase orders shall be credited toward the
Minimum Volume Commitment. Any representation, warranty or condition,
written or
21
otherwise, not expressly contained in this Agreement or in an authorized
written amendment thereto shall not be relied upon by either party. Each of
the parties acknowledge that it has not been induced to enter into this
Agreement by any representation not specifically stated herein. This
Agreement may only be changed or modified in writing signed by both
parties. If any provision of this Agreement is held invalid, the validity
of the remainder of this Agreement shall not be affected. Each party agrees
not to directly solicit or hire any employee of the other during the Term,
and for a period of one year after the termination or expiration of this
Agreement, without the other party's prior written permission. This
Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties agree and confirm that
the provisions of Section 9.3, 9.4, and 11.2 are fair and reasonable in the
commercial circumstances of this Agreement, protect the legitimate business
interests of the parties, and do not constitute any undue restraint of
trade, and that the consideration provided under this Agreement adequately
and fairly compensates the parties in connection with such designations,
which have been an inducement to enter into this Agreement.
26. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR
ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR
BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE,
WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND
STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER THE PARTY HAS ADVISED
OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH
PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF
AN ADEQUATE REMEDY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as at
the day and year first above written.
CALIBER LEARNING NETWORK, INC. MCI SYSTEMHOUSE CORP.
By:___________________________ By_____________________________
Xxxxx X. Xxxxxx, President
Name:__________________________
Title:_________________________
22
SCHEDULE A
TO MCIS/CALIBER PROGRAM DEVELOPMENT AGREEMENT
AVAILABLE COURSE SCHEDULE
-------------------------
THE FOLLOWING IS A LIST OF AVAILABLE DATES FOR COURSES AND DOES NOT CONSTITUTE A
COMMITMENT OR PROMISE TO ENGAGE IN SUCH TRAINING AT THE TIMES LISTED OR
OTHERWISE. NO COMMITMENT TO OBTAIN COURSES BY MCIS SHALL BE MADE EXCEPT IN
ACCORDANCE WITH DULY ISSUED COURSE PROCUREMENT NOTICES, WHICH COURSES MAY BE
CANCELLED OR RESCHEDULED IN ACCORDANCE WITH THE AGREEMENT.
PROFESSIONAL DEVELOPMENT COURSES
--------------------------------
April 7-8 Project Management 2 full days of training
April 29 Go to Market Strategy session 1 full day of training
and SHL Win
May 5-6 SHL Transform 1 full day of training
May 19-20 Protrack 2 full days of training
May 28 Behavioral Interviewing 1 full day of training
June 17-18 Project Management 2 full days of training
June 22 Orientation 1 full day of training
July 21-23 Successfully Managing People 2 full days of training
September 9 Orientation (Repeated from 6/22/98) 1 full day of training
September 23-24 EPM/Career Coaching 2 full days of training
November 18 Orientation (Repeated from 6/3/98) 1 full day of training
EXTERNAL SEMINARS
-----------------
May Seminar I 1 half day (4 hrs)
June Seminar II 1 half day (4 hrs)
September Seminar III 1 half day (4 hrs)
October Seminar IV 1 half day (4 hrs)
SCHEDULE B
TO MCIS/CALIBER PROGRAM DEVELOPMENT AGREEMENT
PROGRAM MANAGEMENT SERVICES
---------------------------
1. Development and implementation of a rolling three year strategic plan,
should the parties agree to extend the Term beyond the initial one year
period for current and future Alliance activities
2. Quarterly reporting to MCIS on mutually agreed upon performance metrics,
potentially to include some or all of the following: Level I Course
Evaluation, Level II Knowledge based testing, Level III Impact Level
Analysis (done 3-6 months after training activities), and Level IV Proof
Level Evaluation (performance improvement tied to specific strategic
business objectives)
3. Budget management and control processes
4. Provide limited support to MCIS in the development and definition of an
internal marketing plan, including product positioning and market execution,
for the Alliance's internal professional development activities
5. Provide limited support to MCIS in the development and definition of a
marketing plan, including product positioning, suggested pricing, and market
execution for the external seminar series
6. Provide limited support to MCIS in the development and creation of all
product marketing (print, web-based, and other medium as desired) to support
the Alliance's activities
7. Overall project management responsibilities to ensure the timely execution
of the strategic plan
DESCRIPTION OF SPECIAL OFFERINGS
The following is a description of the purpose and intent behind some of the
activities referenced in the Agreement.
1. Broadcast '98
-------------
This one-hour event ("Broadcast '98") is currently scheduled for March, 1998.
The purpose of the event is to communicate internally the new strategic
directions for MCIS. Xxxxx Xxxx and other key executives will present their key
initiatives to as many MCIS employees as possible. All sites that coincide with
MCIS employee locations will be used; the cost of ad hoc sites will be provided
to MCIS and billed separately.
2. Thought Leadership Seminar Series
---------------------------------
The Alliance may design and deliver a series of client-centered technology
forums/seminars that showcase MCIS's products and services. The first of these
programs may be held in May 1998. All intellectual property rights associated
with this deliverable shall vest in MCIS in accordance with section
12.1 of the Agreement.. The purpose of the series is to provide a platform for
'MCIS Thought Leaders' to demonstrate their leadership on topics of interest to
CIOs and other key decision-makers among the broad audience of MCIS clients and
prospects. Other targeted audiences may include students on campus (as part of
regular recruiting initiatives) and MCIS's employees, as well as the clients and
employees of MCIS affiliates (including other MCI Communications Corporation
companies), WorldCom, Inc. clients and employees, and MCIS's strategic alliance
and joint venture partners.
SCHEDULE C
TO MCIS/CALIBER PROGRAM DEVELOPMENT AGREEMENT
NEW CAMPUS SPECIFICIATIONS
--------------------------
1. 4500 square feet.
2. 45 workstations
3. Comparable design and functionality to existing Caliber Campuses.
SCHEDULE D
TO MCIS/CALIBER PROGRAM DEVELOPMENT AGREEMENT
CALIBER CAMPUSES OPEN OR UNDER CONSTRUCTION
-------------------------------------------
NO. LOCATION
1 Atlanta
2 Raleigh
3 Xxxxxxxxx
0 Xxx Xxxx (Xxxxx St.)
5 Jacksonville
6 Philadelphia
7 Orlando
8 Nashville
9 Baltimore
10 Austin
11 Houston
12 Xxxxxxxxxx
00 Xxxxxxx
00 Xxxxxxxxxx, X.X.
15 New Orleans
16 Richmond
17 Detroit
18 San Diego
19 Milwaukee
20 Chicago
21 Salt Lake City
22 Dallas
23 Denver
24 Kansas City
25 Tampa
26 Oklahoma City
27 Sacramento
28 Portland
29 Cleveland
30 Minneapolis
31 Rochester
32 Boston
33 Seattle
34 Montreal
35 Vancouver
36 Toronto
37 New York
38 Xxxxxx City
39 Santa Xxx
40 Pittsburgh
41 San Francisco
00 Xxx Xxxx - Xxxx Xxxxxx
00 Xxx Xxxxxxx
00 Xxxx Xxxxxx
00 Xx. Xxxxx
46 Phoenix
47 San Xxxx
48 Miami
49 Indianapolis
50 Palo Alto - Cybersmith
51 Memphis
