AGREEMENT
AGREEMENT made this 21st day of May, 1997, between Educational Video
Conferencing (hereinafter "EVC"), with offices located at 000 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxx Xxxx 00000, and American International Group (hereinafter "AIG"),
with offices located at 00 Xxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000.
Whereas, AIG desires to provide its employees with access to college
courses and programs via Interactive Televideo Distance Learning at certain AIG
locations more particularly specified below, and
Whereas, EVC has the ability to provide such access to college courses
and programs, subject to the terms and conditions herein provided,
NOW, THEREFORE, it is hereby agreed as follows:
1. EVC agrees that it will provide access to various college courses
and programs via Interactive Televideo Distance Learning over desktop computers,
to AIG employees, commencing with the Fall 1997 semester.
2. AIG agrees to allow EVC to transmit courses over such room systems
on a schedule to be agreed upon in the future, but in any event not less than
Monday through Thursday from 5 PM to 11 PM, Friday 5 PM to 8 PM, and Saturdays
from 9 AM to 3 PM.
3. AIG agrees that it will allow EVC to video enable existing computers
at AIG locations to be mutually agreed upon in writing, at no cost to AIG.
4. EVC will provide computers at EVC's expense for AIG locations to be
agreed upon in the event that such locations do not have computers capable of
being video enabled and if the student course registrations at said locations
meet EVC projections for each said location. AIG is not responsible for damage
or wear and tear except as provided in section 19 of this agreement.
5. AIG agrees to allow EVC to offer courses over desktop computers at a
minimum of ten (10) central locations to be mutually agreed upon and subject to
the minimum student course registration limitations below; the parties further
agree that they will designate these ten locations in writing no later than
thirty (30) days after the execution of this agreement.
6. AIG agrees that it will give its employees access to its standard
tuition reimbursement or advancement plan in connection with EVC courses.
7. EVC shall be permitted to offer such undergraduate and graduate
courses as are approved by AIG for tuition reimbursement/advancement such
courses to be offered by accredited colleges, universities and other
institutions of higher learning.
8.1. EVC agrees that AIG employees 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.
8.2. AIG employees will be required to arrange for the purchase of
course book and materials with the individual colleges and universities, and
neither AIG nor EVC shall have any responsibility in this regard.
9. AIG acknowledges that its employees will be required to execute a
guarantee of payment from which will bind the individual employee to pay for
tuition, fees, etc., in the event that for any reason they are not eligible for,
or do not receive tuition reimbursement/advancement as contemplated herein.
10. AIG agrees that its human resources/personnel department shall
provide EVC with information on employees' applications for tuition
reimbursement/advancement in connection with EVC courses, including, but not
limited to the status of said applications, subject to the written consent of
AIG employees.
11. AIG agrees that it shall pay for the installation and monthly
service charges and call charges associated with telephone lines necessary for
the transmission of EVC courses; the parties acknowledge that for the purposes
of this agreement, the term "telephone lines" shall include regular telephone
lines (POTS), as well as ISDN lines and T1 lines, as the case may be subject to
mutual agreement of the parties dependent upon the type of telecommunications
methodology used to video conference to AIG employees.
12. In the event that AIG has, or during the term of this agreement
should install, on internal telephone network capable of transporting the video
conference signal, and permits EVC to transmit video conferenced courses over
said network, EVC will pay for any costs associated with connecting the colleges
and universities to the internal system bridge, but AIG shall still be
responsible for all monthly service and call charges.
13. AIG agrees that it will provide its employees with unfettered
access to suitable and appropriate facilities from which to participate in EVC
courses at no cost to EVC; AIG shall be responsible for all HVAC, electricity,
maintenance, security (if applicable), and other costs associated with providing
such space to its employees.
14.1. The parties agree that they will fully cooperate with one another
in promoting the EVC program to AIG employees and that AIG Corporate Training
Department will fully 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 AIG employees only.
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14.2. EVC agrees that it shall provide materials from the various
colleges and universities at no cost to AIG, including but not limited to
brochures, surveys, registration materials and video tapes.
14.3. AIG agrees to distribute the materials provided by EVC not less
than three (3) times per semester.
14.4. AIG consents to the use by EVC of standard registration,
guarantee of payment, site location choice 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 AIG locations as can be mutually agreed upon from time to time,
it being understood that said open houses and registration nights are to be
scheduled at times and places convenient to AIG employees so as to maximize
potential registrations.
14.6. EVC may prepare promotional pieces targeted at AIG employees and
utilizing AIG logos and trademarks provided that EVC submits all such pieces to
AIG for approval prior to finalizing and printing, such pieces are used for no
purposes other than publicizing the program to AIG employees at AIG locations or
in any other manner approved by AIG in advance, and such pieces are and remain
the sole property of AIG. EVC hereby acknowledges that it has no right or
license to use any AIG logo, trade name or other intellectual property as a
result of this agreement or otherwise.
15. AIG shall not be responsible for, nor shall it be permitted to
exercise control over any of the policies and procedures, academic or
administrative, of the various colleges and universities; the colleges and
universities shall bear the entire burden of their own administrative functions,
including but not limited to, admissions, registration, academic advising, etc.
16. EVC shall hire a facilitator who shall be trained in operation of
the desktop computer video system, who shall be available to train AIG employees
on the operation of the system 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 indoctrination, EVC shall provide such further training by a
facilitator as each individual case warrants.
17. AIG shall grant EVC, its employees and/or agents, such access to
AIG facilities 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.
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18.1. All equipment installed by EVC in conjunction with this program
shall remain the sole property of EVC and, upon the expiration or termination
shall be immediately returned to EVC.
18.2. 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.
19. AIG 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 AIG; in addition, AIG agrees
to immediately reimburse EVC for any costs associated with the repair or
replacement of any equipment lost damages or stolen while in AIG's possession.
20. EVC agrees to keep confidential the terms and conditions of this
agreement in its entirety, including all personnel records and marketing
materials, and will not divulge any information concerning this agreement
without the express written consent of AIG.
21.1. The term of this agreement shall be four (4) years from the date
first written above and this agreement shall automatically be extended for one
(1) additional year on the anniversary of the original execution.
21.2. In the event that either party should desire not to automatically
extend this contract, then the party so desiring must notify the other in
writing, by certified mail. Return receipt requested, not less than ninety (90)
days prior to the anniversary date of this agreement, in which case this
agreement shall only have three (3) years remaining in its term.
22. 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.
23. This agreement shall be construed and interpreted under the laws of
the State of New York.
24. 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.
25. The parties agree to submit all controversies to arbitration in
accordance with the provisions set forth below and understand that:
Arbitration is final and binding on the parties.
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The parties are waiving their right to seek remedies in court,
including the right to a jury trial.
Pro-arbitration discovery is generally more limited and different from
court proceedings.
The arbitrator's award is not required to include factual findings or
legal reasoning and any parties right to appeal or to seek
modifications of rulings by arbitrators is strictly limited.
The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the financial industry.
All controversies which may arise between the parties concerning this Agreement
shall be determined by arbitration in accordance with the Federal Arbitration
Act, to the fullest extent permitted by law. Any arbitrator under this Agreement
shall be determined before and in accordance with then obtaining of either the
New York Stock Exchange, Inc. ("NYSE") or the National Association of Securities
Dealers, Inc. ("NASD"), as the party instituting the arbitration may elect. If
the NYSE or NASD do not accept the arbitration for consideration, the
arbitration shall be submitted to, and determined in accordance with the rules
then obtaining of, the Center for Public Resources, Inc. in New York City.
Judgment on any award of any such arbitration may be entered in the Supreme
Court of the State of New York or in any other court having jurisdiction of the
person or persons against whom such award is rendered. Any notice of such
arbitration for the confirmation of any award in any arbitration shall be
sufficient if given in accordance with the provisions of this Agreement. The
parties agree that the determination of the arbitrators shall be binding and
conclusive upon them.
26. The foregoing constitutes the entire agreement between the parties
with respect to the matters contained herein and no other such agreement 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 on
the date first indicated above.
AMERICAN INTERNATIONAL GROUP
By: /s/
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EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xx. Xxxx X. XxXxxxx
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Xx. Xxxx X. XxXxxxx, President
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