National Agreement
Number SA-LMC-99-02
Between
LOCKHEED XXXXXX CORPORATION
0000 XXXXXXXXX XXXXX
XXXXXXXX, XX 00000
And
EDUCATIONAL VIDEO CONFERENCING, INC.
00 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
This National Agreement entered into as of February 17, 1999 (the effective
date) is made by and between LOCKHEED XXXXXX CORPORATION (herein called "LMC",
"Company", or the "CUSTOMER") and EDUCATIONAL VIDEO CONFERENCING, Inc. (herein
called "EVC", "Contractor", "Supplier", or "Seller") for the purpose of
establishing a program which will provide Lockheed Xxxxxx Corporation's
employees with access to college course, degree programs and learning programs
via Interactive Tele-video learning and Computer Based Distance Learning.
1. SCOPE
1.1. This National Agreement consists of this Agreement and the
following documents in their entirety:
1.1.1. Appendix A - Lockheed Xxxxxx Corporation Procurement
Locations
1.1.2. Appendix B - LMC General Provisions - Commercial
(CORPDOC-1, rev 1 dated 7/98)
1.2. This Agreement shall be applicable to all purchases and releases
placed by LMC procurement locations in APPENDIX A. Appendix A is
for reference only and may not include all LMC locations.
1.3. Should LMC acquire another business entity through merger or
acquisition, Supplier agrees to provide the terms and pricing of
this agreement and all rights specified herein to the merged or
acquired entity, its divisions, subsidiaries and affiliates.
1.4. Supplier agrees that it will sell the goods and/or services
covered by this Agreement, at the prices and terms and conditions
found herein, to those subcontractors of LMC whom LMC designates
in writing (Collateral Usage). All Collateral Usage sales by
Supplier shall be subject to its reasonable credit requirements,
and LMC will not incur any liability to Supplier as a result of
such sales.
1.5. No funds are obligated by this National Agreement. The extent of
LMC financial liability under this National Agreement shall be to
pay for services, materials, and supplies ordered and received by
a LMC location. LMC makes no guarantee, express or implied, as to
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the total amount of expenditures or the extent or frequency of
service, materials or supplies it will authorize or procure
hereunder.
1.6. LMC shall be entitled to order courses offered by EVC in
accordance with EVC's agreement with approved
universities/colleges and in accordance with LMC's Educational
Assistance Program.
1.7. The LMC Central Procurement Administrator will act as focal point
providing assistance whenever necessary.
2. TERM
2.1. This Agreement shall commence upon the effective date and shall be
for five (5) years and shall automatically be extended for one (1)
additional year on the anniversary of the original execution
unless terminated prior thereto upon 90 days written notice to the
other party.
2.2. LMC and Supplier may agree to extend this Agreement on an annual
basis for a term of five years. LMC shall provide intent to extend
this Agreement by providing written notice to the Supplier within
90 days from the expiration date. In case where the contract is
not renewed, this Agreement shall have four (4) years remaining in
its term.
3. PURCHASE ORDERS
3.1. Performance by Supplier of services under this Agreement will be
authorized only by the issuance of a Purchase Order /Release order
by an authorized Procurement Representative.
3.2. All orders must indicate the LMC/EVC Agreement Number SA-LMC-99-02
and will be forwarded to Xxxx XxXxxxx, Ph.D. at: 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxx 000, and Xxxxxxx, Xxx Xxxx 00000.
3.3. Each LMC location will be responsible for obligations arising from
its own purchase or release orders.
4. PRICING
4.1. LMC shall not incur any charges from EVC except those identified
below.
4.2. By prior approval of employees' manager, courses offered under
this program shall be deemed approved for reimbursement under
Lockheed Xxxxxx'x Education Assistance Policy.
4.2.1. Lockheed Xxxxxx employees will be charged the standard
tuition charges of the respective college or universities
together will all appropriate college fees. The tuition
and fees shall be payable directly to the respective
college or university.
4.2.2. The purchase of required course books and materials with
the individual colleges and universities would be the
sole responsibility of LMC and /or its employees in
accordance with its Education Assistance Policy.
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4.3. EVC shall pay all telecommunications costs, including monthly
charges, associated with signal transport from any educational
provider to EVC's bridge.
4.4. LMC will pay all telecommunications costs including monthly
charges associated with signal transport from LMC's video
conferencing sites to EVC's bridge.
4.5. LMC shall be responsible for all HVAC, electricity, maintenance,
security (if applicable), and other costs associated with
providing such space to its employees.
4.6. To meet LMC's requirements, EVC shall compensate a student
coordinator (an LMC employee) who shall be trained in the
operation of the video conferencing room systems and desktop
computer video systems. EVC shall arrange and coordinate the
training of the LMC employee 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.
5. COURSES
5.1. LMC and EVC 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. No courses will be
offered without LMC approval.
5.2. EVC shall offer undergraduate and graduate courses and programs in
Engineering, Management, Marketing, Economics, Finance,
Accounting, Computer Science and Human Resources to LMC from
accredited colleges and universities and other institutions of
higher learning.
6. EQUIPMENT
6.1. Courses will be via LMC's video conferencing room's
telecommunication network system or via video enabled desktop
computers.
6.2. If any site has ten or more registrations, than EVC will provide
and install with LMC's approval such additional room video
conferencing systems at no cost to LMC.
6.3. In the event that desk top computers are utilized, LMC will allow
EVC to video enable existing computers at mutually agreed upon
locations at no cost to LMC.
6.3.1. In the event that such locations do not have computers
capable of being video enabled and, if the student course
registration at said locations meets EVC projections each
said location, EVC will provide video enabled computers
to LMC's locations at no cost.
6.4. LMC shall grant EVC, its employees and/or agents, such access to
LMC facility 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 property administration
contemplated hereunder at mutually agreed times subject to LMC's
security requirements.
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6.5. 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 returned to EVC.
6.5.1. 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 property
maintenance and repair of said equipment.
6.6. LMC 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 damage resulting from the use of said equipment by
LMC; in addition, LMC agrees to immediately reimburse EVC for any
costs associated with the repair or replacement of any equipment
lost, damaged or stolen while in LMC's possession.
6.6.1. In addition, LMC 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; LMC
further agrees to promptly repair or replace, as
necessary, any of LMC's equipment or systems which will
be utilized by EVC in delivering access to classes and
programs hereunder.
6.7. EVC shall on an annual basis perform a technology refresh to the
video conferencing room systems and telecommunications network
an/or desktop computers if required at no cost to LMC.
7. FACILITY
7.1. LMC will allow EVC to utilize its installed base of room systems
and telecommunications network to transmit courses to LMC at no
cost to EVC.
7.2. At the beginning of each semester, each business unit shall agree
upon a schedule of availability of rooms, but in any event, shall
not be less than Monday through Thursday from 5PM to 11PM, Friday
5PM to 8PM, and Saturday 9M to 3PM.
8. DISTRIBUTION OF MATERIAL/ENROLLMENT
8.1. This section becomes applicable when an LMC business unit agrees
to participate in this program.
8.2. The parties agree that they will cooperate with one another in
promoting the EVC program to LMC employees.
8.3. LMC will agree to distribute EVC's material in a way that will
provide maximum exposure.
8.4. LMC will allow EVC to utilize e-mail and other information
distribution systems to communicate with those employees who have
indicated interest in enrolling in LMC sponsored EVC courses.
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8.5. EVC agrees that it shall provide materials from the various
colleges and universities at no cost to LMC, including but not
limited to brochures, surveys, registration materials, and
videotapes.
8.6. To ensure employee's knowledge,LMC agrees to distribute the course
materials/information/registration forms provided by EVC not less
than two (2) times per year to its employees.
8.7. LMC 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.
8.8. EVC shall be permitted to conduct open houses and registration
meetings at such LOCKHEED XXXXXX locations as can be mutually
agreed upon from time to time, it being understood that said open
houses and registration events are to be scheduled at times and
places convenient to LOCKHEED XXXXXX employees so as to maximize
potential registrations subject to LMC site requirements.
8.9. EVC shall be permitted to utilize LMC logos, trademarks, and
copyrighted materials for promotional pieces targeted at LOCKHEED
XXXXXX employees subject to LMC policy.
8.10. LMC 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.
9. TERMS AND CONDITIONS
9.1. This Agreement and Purchase Orders placed under this Agreement
shall be governed by this Agreement and LMC General Provisions -
Commercial (Corpdoc-1, dated 7/98), APPENDIX B.
9.2. This National Agreement shall be construed, interpreted and
applied in accordance with the laws of the State of Maryland
excluding its choice of law rule.
10. PARTICIPATION
10.1. EVC authorizes LMC employees and on site subcontractors will be
allowed to participate in the college course, degree programs and
training programs in accordance with this National Agreement. Upon
LMC site request, EVC will extend this offer to LMC's employees
immediate family members.
10.2. LMC shall provide EVC with verification of its employees
participating in the college courses, degree programs, and
training programs.
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11. INVOICE AND PAYMENT TERMS
11.1. The college/university shall invoice the employee for all tuition
and appropriate fees. The employee shall apply for tuition
assistance in accordance with Corporate Policy Statement and its
business unit's procedures.
11.2. LMC acknowledges that its employees who apply to EVC for deferred
payment may be required to execute a guarantee of payment to the
appropriate university from which will bind the individual
employee to pay for tuition, reimbursement/advancement.
12. USAGE REPORTS
12.1. EVC shall provide a usage report that identifies all participating
sites. At a minimum, the report shall include:
o the name of each participating site
o the name of the responsible training and development manager
o the number of participants (broken down by employee,
subcontractor, and family)
o the name of the courses
o the degree program being obtained
o the payment plan (prepayment or deferred)
o whether any EVS equipment has been installed.
Additionally, EVC shall provide a listing of each course delivered
by site, with the number of Lockheed Xxxxxx employees and the
final grade spread.
12.2. Reports should be forwarded within ten (10) working days from the
end of each semester to:
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Central Procurement
13. AMENDMENTS AND NOTICES
13.1. Sole authority to amend this Agreement on behalf of LMC and to
effect deviations by addition or deletion from Appendix B
specified herein rests with a LMC Central Procurement
Administrator, and no direction from such Administrator shall be
valid unless in writing.
13.2. All notices by LMC or Supplier shall be given in writing by mail
or fax to the following locations.
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LOCKHEED XXXXXX CORPORATION EDUCATIONAL VIDEO CONFERENCING, INC.
0000 Xxxxxxxxx Xxxxx 00 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx Attn: Xxxx X. XxXxxxx
TEL: 000-000-0000, FAX 000-000-0000 TEL:000-000-0000,FAX 000-000-0000
The Terms and Conditions of this Agreement are the exclusive agreement between
the parties for the services described herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
LOCKHEED XXXXXX CORPORATION EDUCATIONAL VIDEO CONFERENCING, INC
/s/ XXXXX XX XXXX 2/17/99 /s/ XX. XXXX X. XX XXXXX 2/17/99
----------------------------------- ----------------------------------------
Signature Date Signature Date
Xxxxx XxXxxx Xx. Xxxx X. XxXxxxx
----------------------------------- ----------------------------------------
Name Name
Director, Corporate Consolidated
Procurement Program President
----------------------------------- ----------------------------------------
Title Title
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