AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC. AND
GENERAL REINSURANCE CORPORATION FOR THE OFFERING OF INTERACTIVE
TELEVIDEO COURSES AND DISTANCE LEARNING PROGRAMS
W I T N E S S E T H
AGREEMENT made this 6th day of November 1998, between Educational Video
Conferencing Inc. (hereinafter "EVC"), with offices located at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, and General Reinsurance Corporation
(hereinafter "General Re"), with offices located at Financial Centre, P. O. Xxx
00000, Xxxxxxxx, Xxxxxxxxxxx 00000.
Whereas, General Re desires to provide its associates with access to
undergraduate and graduate college courses and programs via Interactive
Televideo Distance Learning and Computer Based Distance Learning at General Re
locations more particularly specified below, and,
Whereas, EVC has the ability to provide such access to undergraduate and
graduate college courses and programs, subject to the terms and conditions
herein provided,
NOW, THEREFORE, it is hereby agreed as follows:
1. EVC agrees it will provide access to undergraduate and graduate
college courses and learning programs via Interactive Televideo Distance
Learning and Computer Based Distance Learning to General Re associates,
commencing with the start of the next available semester.
2. EVC will provide access to college courses via General Re's installed
base of video conferencing room system units and telecommunications network
and, if enrollment demand meets criteria to be agreed upon from time to time
by the parties, via video enabled desktop computers at General Re.
2.1 General Re agrees, in the event desk top computers are utilized, it
will allow EVC to video enable existing computers at General Re locations to
be mutually agreed upon in writing, at no cost to General Re.
3. In the event mutually agreed locations do not have computers capable
of being video enabled, EVC will provide video enabled computers provided
student course registrations at said locations meet EVC projections.
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3.1 If, in the sole opinion of EVC, enrollment justifies additional video
conferencing room systems, and General Re desires the addition of such
systems, then EVC will provide such additional room systems compatible with
General Re's installed base of room video conferencing systems at no cost to
General Re and at a mutually agreed time. The cost of linking said additional
video conferencing room systems to General Re's installed base of room systems
shall be borne by General Re.
4. General Re agrees to allow EVC to transmit courses over its video
conferencing room systems and telecommunications network and /or desktop
computers on a schedule to be agreed upon in the future, but in any event not
less than Mondays through Thursdays from 5 PM to 11 PM, Fridays 5 PM to 8 PM
and Saturdays from 9 AM to 3 PM at the receiving locations.
5. General Re agrees to allow EVC to offer courses over desktop computers
at locations to be mutually agreed upon and subject to the minimum college
student course registrations; the parties further agree they will designate
these locations in writing no later than thirty (30) days after the execution
of this agreement.
6. General Re agrees it will give its associates access to its
established tuition reimbursement or advancement plan in connection with EVC
courses and learning programs.
7. EVC shall be permitted to offer such undergraduate and graduate
courses and learning programs as are approved by General Re for its
established tuition reimbursement/advancement program.
7.1 EVC shall offer undergraduate and graduate programs in Insurance,
Management, Marketing, Economics, Finance and Accounting from accredited
colleges and universities. EVC shall also have the right to offer Seminars and
Certificate Programs in Insurance, Risk Management and Actuarial Science to
General Re from accredited colleges and universities.
7.2 EVC and General Re will agree which, if any, additional degrees,
programs, or courses of study will be offered ninety (90) days prior to the
beginning of any academic term.
7.3 Courses which constitute a part of the core curriculum of any college
or university participating in the General Re/EVC approved program shall be
deemed approved for tuition reimbursement and/or advancement, so long as the
individual courses are applicable to approved degrees or major plans of study.
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8. EVC agrees that General Re associates will be charged the standard
tuition charges of the respective college or university, together with all
appropriate college fees and, when applicable, a video conferencing fee; all
of the above tuition and fees shall be payable directly to the respective
college or university.
8.1 General Re associates will be required to arrange for the purchase of
course books and materials with the individual colleges and universities, and
neither General Re nor EVC shall have any responsibility in this regard.
9. General Re acknowledges its associates will be required to execute a
guarantee of payment form which will bind the individual employee to pay for
tuition, and fees (including any additional video conferencing fees), in the
event that for any reason they are not eligible for, or do not receive tuition
reimbursement/advancement as contemplated herein, or do not receive
reimbursement for certain fees.
10. Except as otherwise indicated in paragraph 11 below, General Re
agrees that it will allow EVC to utilize General Re's installed base of room
systems and telecommunications network to transmit courses to General Re
associates at no cost to EVC.
11. EVC agrees it will pay all telecommunications costs, including
monthly charges, associated with signal transport from any educational
provider to EVC's bridge.
11.1 General Re agrees it will pay all telecommunication costs, including
monthly charges associated with signal transport, from General Re video
conferencing sites to EVC's bridge.
12. General Re agrees it will provide its associates with access to
suitable and appropriate facilities from which to participate in EVC courses
at no cost to EVC; General Re shall be responsible for all HVAC, electricity,
maintenance, security (if applicable) and other costs associated with
providing such space to its associates.
13. The parties agree they will fully cooperate with one another in
promoting the EVC program to General Re associates. Company officers selected
by General Re will promote this program to the best of their ability,
including, but not limited to, participation in marketing programs,
promotional photographs and video tapes for use with General Re associates.
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14.1 If possible, General Re will allow EVC to utilize e-mail to
communicate with those associates who have indicated interest in enrolling in
EVC courses.
14.2 EVC agrees it shall provide materials from the various colleges and
universities at no cost to General Re, including but not limited to brochures,
surveys, registration materials and videotapes.
14.3 General Re agrees to distribute the materials provided by EVC not
less than one (1) time per semester to all its associates and on request to
interested individuals.
14.4 General Re consents to the use by EVC of standard college
registration forms, guarantee of payment forms, site location choice forms and
other necessary forms, and shall not unreasonably withhold approval of other
such forms as may be necessary to carry out the intent of this agreement.
14.5 EVC shall be permitted to conduct open houses and registration
meetings at such General Re locations as can be mutually agreed upon and at
agreed times which do not interfere with the normal conduct of business. Open
houses and registration nights are to be scheduled at times and places
convenient to General Re associates so as to maximize potential registrations.
14.6 EVC shall not be permitted to utilize General Re logos,
trademarks and copyrighted materials without the prior approval of General Re.
15. EVC shall hire a coordinator, at no cost to General Re, who shall
be trained in the operation of the video conferencing room systems and desktop
computer video systems, as the case may be, who shall be available to train
General Re associates on the operation of the systems for one (1) week prior
to the start of each semester as well as during the first week of each
semester; in the event that, in its sole discretion, EVC determines that
certain locations or students require further training, EVC shall provide such
further training by a coordinator as each individual case warrants.
16. General Re shall grant EVC, its employees and/or agents, such
access to General Re facilities during regular business hours and with prior
notice as shall be reasonably necessary to the installation and maintenance of
any equipment provided by EVC in connection with this agreement, as well as
for the proper administration of the program contemplated hereunder.
17. All equipment installed by EVC in conjunction with this program
shall remain the sole property of EVC and, upon the expiration or termination
thereof, shall be immediately released to EVC.
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17.1 EVC shall maintain all of its equipment in proper working order and
shall enter into service contracts with reliable service companies in order to
ensure proper maintenance and repair of said equipment.
18. General Re shall be permitted to utilize EVC equipment when same is
not in use by EVC and agrees to hold EVC harmless and indemnify EVC for any
loss or damages resulting from the use of said equipment by General Re; in
addition, General Re agrees to immediately reimburse EVC for any costs
associated with the repair or replacement of any equipment lost, damaged or
stolen while in General Re's possession.
18.1 EVC shall hold General Re harmless and indemnify General Re for any
loss or damages resulting from the housing of EVC equipment at General Re
sites or the networking and video transmissions for the classes to General Re
installed video systems.
18.2 In addition, General Re agrees not to permit any other use, other
than by EVC, of its installed base of room systems, during any regularly
scheduled EVC class or course; General Re further agrees to promptly repair or
replace, as necessary, any of its equipment or systems which will be utilized
by EVC in delivering access to classes and programs hereunder.
19. The term of this agreement shall be FIVE (5) Years from the date
first written above. The agreement may be extended for one (1) additional year
on the anniversary date of the original execution, at the option of General
Re, and at the anniversary of each 12-month period following.
19.1 EVC shall notify General Re, in writing, ninety days prior to the
anniversary date, on an annual basis, the agreement will be extended for an
additional one year term, unless General Re responds in writing to EVC within
thirty days that it no longer wants to continue the agreement. If General Re
at any anniversary date so desires not to renew the agreement, and so informs
EVC, the agreement shall only have four remaining years in its term and shall
terminate thereafter.
20. It is expressly agreed and understood neither party shall be liable
for incidental, special or consequential damages for any breach or violation
of this agreement.
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21. All notices required to be given hereunder shall be done in writing
and mailed certified, return receipt requested, to the other party at their
last known address, and shall be deemed given when mailed.
22. This agreement shall be construed and interpreted under the laws of
the State of New York.
23. If any portion of this agreement is held to be void or unenforceable,
it shall not effect the validity and enforceability of the remaining portions.
24. Any disputes arising hereunder shall be determined by way of
arbitration before the American Arbitration Association at their offices
located in White Plains, New York.
25. The foregoing constitutes the entire agreement between the parties
with respect to the matters contained herein and no other such agreements
shall be valid unless in writing and subscribed to with the same formality as
this document.
WHEREFORE, the parties have hereunto affixed their hands and seals the
date first indicated above.
GENERAL REINSURANCE CORPORATION
By: /s/
-----------------------------------------
Xxx X. Xxxxxxx
President and Chief Operating Officer
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/
----------------------------------------
Xxxx X. XxXxxxx, Ph.D.
President
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