AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING,
INC. AND MANHATTAN COLLEGE FOR THE OFFERING OF
INTERACTIVE VIDEO CONFERENCED COURSES
W I T N E S S E T H
AGREEMENT made this 23rd day of November, 1998, between MANHATTAN College
with offices located at, 0000 XXXXXXXXX Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "MANHATTAN"), and Educational Video
Conferencing Inc., (hereinafter "EVC"), with offices located at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000.
WHEREAS, MANHATTAN is an institution of higher learning duly
chartered and empowered to confer academic degrees by the University of the
State of New York and accredited by the Middle States Association of Colleges
and Schools, and,
WHEREAS, EVC is a domestic corporation engaged in the business of
providing access to such courses to consumers by way of interactive video
conferencing and computer conferencing, and,
WHEREAS, MANHATTAN and EVC wish to enter into a mutually beneficial
agreement whereby EVC will provide access to MANHATTAN courses to such
consumers,
NOW, THEREFORE in consideration of $10.00 in good funds, as well as
the mutual covenants contained herein, the parties hereby agree as follows:
1 a.) EVC shall have the right, for the duration of this agreement
and any renewal hereof, to offer courses necessary to secure a graduate degree
in electrical, computer and mechanical engineering; the first set of courses
which shall be offered by MANHATTAN appear on Schedule I, attached hereto, and
other courses will be scheduled each semester as mutually agreed between
MANHATTAN and EVC; via interactive video conferencing/distance learning
(hereinafter, IVC/DL), commencing January, 1999, or as soon thereafter as
practicable. Said schedule is hereby incorporated by reference and made part
of this agreement. Within ninety (90) days of the start of each academic
semester, or summer session, if any, MANHATTAN shall provide EVC with a list
of mechanical, computer and electrical engineering graduate courses that it
will offer under this agreement during the next semester or summer session.
Said schedule shall include at least ten (10) total course offerings during
each regular academic semester and not fewer than six (6) total course
offerings during each summer session, which EVC may offer to its clients.
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b.) For the purposes of this agreement, IVC/DL shall be defined as
live, two way video conferencing, either over desktop computers equipped for
video conferencing or video conferencing room systems, as the case may be, in
which the student, located somewhere other than on MANHATTAN's campus, can see
and hear the professor/instructor and the professor/instructor can see and
hear the individual student. IVC/DL also shall include one-way video and
two-way audio distance learning.
c.) Unless MANHATTAN and EVC agree otherwise in writing, the minimum
class size for the offering of an ITV/DL course shall be fifteen (15) students
and the maximum shall be thirty (30) students in any one IVC/DL course
section.
d.) EVC reserves the right to fill IVC/DL courses through its client
base. If EVC does not reach the maximum set forth in paragraph 1. c, above,
MANHATTAN may fill the balance of the class by video conferencing to its own
students located on MANHATTAN's campus. (Example: EVC secures twenty-five (25)
student course registrations for course x, MANHATTAN could video conference to
five (5) MANHATTAN students at MANHATTAN's campus).
2. a.) EVC will provide all hardware (except personal computers,
modems, keyboards and monitors), software, and video conferencing equipment
(collectively referred to as "equipment") necessary to provide access for
MANHATTAN courses to IVC/DL students. Students taking IVC/DL courses on
desktop computers must have modern computers capable of being video enabled
and function as an IVC/DL desktop system. The parties acknowledge that it is
the primary goal of EVC to solicit students from corporations, governmental
agencies, and institutions (hereinafter "Institutional Employers") with
substantial tuition reimbursement and that EVC shall address all student use
equipment issues with the Institutional Employers and their employees. In any
event, MANHATTAN shall not be responsible for the cost of any equipment
whatsoever at Institutional Employer locations, students' homes, or any other
location not on the campus of MANHATTAN.
b.) IVC/DL students registered for courses at MANHATTAN will be
responsible to obtain all necessary textbooks, materials, or software through
MANHATTAN's bookstore. MANHATTAN and EVC will not have any responsibility
regarding acquisition of such textbooks, materials and software.
c.) EVC shall identify at least one (1) Student Facilitator at each
Institutional Employer site to which courses are being delivered, to serve as
a liaison and contact person between the MANHATTAN Instructor and the students
at that site. The Student Facilitator shall be remunerated for his/her
services by EVC and shall be responsible for distribution of class materials,
exam proctoring, collection of class materials, etc.
3. All IVC/DL students shall be subject to the usual and customary
admissions procedures and entrance qualifications as outlined in the MANHATTAN
College catalogue applicable to the academic year of entry for such students.
EVC is responsible for costs for marketing, advertising, and promotion
(hereinafter, "promotional materials"), regarding EVC's offering of access to
MANHATTAN courses. Unless otherwise agreed, MANHATTAN will provide brochures,
catalogues, course schedules, program and course descriptions, posters, etc.,
to EVC for distribution to employees of EVC's corporate, governmental and
institutional clients promoting the MANHATTAN programs and courses offered
through EVC. MANHATTAN will be responsible for the customary printing costs
for the first five hundred (500) promotional materials, such as standard
catalogues, requested by EVC per semester, thereafter the parties will
mutually agree upon responsibility for additional printing costs.
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4. a.) MANHATTAN shall provide rooms capable of becoming teacher
stations. EVC will arrange, on behalf of MANHATTAN, for the installation and
maintenance of adequate telephone lines (ISDN and regular telephone lines),
and MANHATTAN agrees to reimburse EVC for all costs thirty (30) days after
billing by EVC.
b.) EVC will arrange, on behalf of MANHATTAN, for the
telecommunications signal transport for video conferenced courses from teacher
stations to the MCU bridge and MANHATTAN agrees to reimburse EVC for all costs
thirty (30) days after receiving billing from EVC; said costs shall not exceed
$1000 per course via room system video conferencing and $500 per course via
desktop.
c.) EVC assumes responsibility or cost for obtaining, providing, or
paying for telecommunication signal transport for video conferenced courses
from the MCU bridge to corporate locations and/or students' homes.
d.) EVC is responsible for all multi-point bridging costs.
5. EVC will be responsible for installing and maintaining four (4)
teaching stations in the rooms provided by MANHATTAN to video conference
IVC/DL courses offered through EVC, subject to enrollment. All teaching
stations installed and paid for by EVC shall remain the exclusive property of
EVC. EVC shall install one (1) room-based teacher station twenty (20) days
after execution of this agreement. EVC reserves the right to remove such
equipment upon expiration of this agreement.
6. All equipment supplied by EVC is the sole and exclusive property
of EVC, including but not limited to any and all patents, copyrights and
trademarks, if any, associated therewith. All classroom, course and program
materials or other information supplied by MANHATTAN, and all rights and
interests in said materials will remain the sole and exclusive property of
MANHATTAN.
7. a.) EVC is responsible for the necessary maintenance, repair
and/or replacement of video conferencing equipment supplied to MANHATTAN for
IVC/DL courses.
b.) EVC will provide reasonably prompt service for repair or
replacement of defective interactive video conferencing equipment and software
as necessary.
c.) MANHATTAN will be responsible for the reasonable costs of EVC's
prompt repair and/or replacement of interactive video conferencing equipment
located at MANHATTAN, which may be damaged through improper or unauthorized
use.
d.) MANHATTAN is responsible for the repayment to EVC of the cost of
replacement of any EVC equipment, which is lost or stolen while in MANHATTAN's
custody and control. Cost of replacement shall be defined as acquisition cost
less depreciation or fair market value whichever is less.
8. Neither party shall utilize the other's name or any associated
names, trademarks, copyrights, etc., without prior written consent. Such
permission shall not be unreasonably denied.
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9. a.) EVC will provide faculty development to MANHATTAN faculty
reasonably required for the offering of MANHATTAN courses through EVC. Such
faculty development shall include, but not be limited to, hands on training
using the teaching stations installed pursuant to the agreement.
b.) MANHATTAN shall be responsible for obtaining the services of all
faculty participating in courses offered through EVC, including but not
limited to said faculty's salary, benefits (if any) and verification of
qualifications. EVC assumes no responsibility for any costs associated
therewith.
10. EVC shall provide site locations for IVC/DL students to
participate in MANHATTAN courses. MANHATTAN assumes no responsibility for
obtaining or maintaining said sites, nor for any rent or other costs
associated therewith.
11. EVC is not responsible for curriculum, course content, faculty
qualifications, course materials or any other aspect of the academic content
of any courses offered hereunder. However, MANHATTAN agrees to be receptive to
and consider EVC input as to course content presentation and delivery of
IVC/DL courses consistent with required academic standards.
12. EVC agrees to make every reasonable effort to maintain its
equipment in good working order. However, EVC is not responsible for service
or repair delays or interruption of service caused by strikes, labor actions,
power outages (other than those limited to site locations alone), acts of God
or other matters beyond EVC's control. EVC shall be responsible for notifying
appropriate personnel at its site locations of any disruptions in services
greater than one hour's duration and for re-scheduling any cancelled classes
after coordination with MANHATTAN. MANHATTAN shall provide EVC, or its site
coordinator, at its site locations with reasonable notice of its need to
cancel any courses due to weather or any other such disruptions caused by
events beyond the control of MANHATTAN.
13. MANHATTAN hereby acknowledges that the IVC/DL programs marketed
by EVC are targeted toward the non-traditional working adult student market
and therefore agrees to offer IVC/DL courses at dates and times appropriate to
the target market, including the hours of 8:00 a.m. to 10:00 p.m., Eastern
Standard Time or Daylight savings Time, six (6) days per week - Monday through
Saturday, including but not limited to, the two (2) academic semesters offered
each year by MANHATTAN, i.e., Fall and Spring and summer sessions, if any.
MANHATTAN shall be receptive to requests for offering courses at such other
times as requested by EVC's Institutional Employers.
14. a.) The parties hereby acknowledge that this agreement is
intended by the parties to facilitate the offering of college courses, degree
programs and/or courses of study.
b.) MANHATTAN shall maintain all accreditation necessary to the
offering of college courses and credits under the applicable law. Should
MANHATTAN lose its accreditation at any time during the term of this agreement
or any renewal hereof, EVC shall have the right to cancel this contract at the
end of the semester in progress, if applicable, or immediately if no semester
is underway.
15. Administrative Functions
a.) MANHATTAN shall be responsible for all of its own administrative
functions (admissions, academic advising, registration, financial aid, etc.)
associated with the offering of IVC/DL courses through EVC.
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b.) MANHATTAN will provide to EVC all necessary administrative
forms, applications, written instructions, catalogues, etc. in advance of
marketing courses to any organization. It is understood by the parties that
EVC is merely a conduit and assumes no liability whatever for the accuracy or
correctness of the information in said forms provided by MANHATTAN nor for
return of any of the aforesaid documents to MANHATTAN. Request by EVC for bulk
copies of such printed material shall be in accordance with paragraph 3.
16. Fees
a.) MANHATTAN shall pay to EVC, on the 15th day of each month, [*] of the
gross tuition actually collected by MANHATTAN the preceding month, from any
source whatever, from or on behalf of any student employed by an Institutional
Employer customer of EVC registered for and attending accredited college
degree courses being offered through EVC's, said payments to commence the
month immediately following the collection of any such tuition by MANHATTAN.
All checks for courses taken will be made out to MANHATTAN.
b.) EVC shall have the right, on a semi-annual basis, to examine the
books and records of MANHATTAN, pertaining to all students taking courses
through EVC, in order to audit any accounts due and owing the respective
parties. MANHATTAN shall have the right to audit EVC accounts for students
taking MANHATTAN courses on the same basis. MANHATTAN is subject to the Family
Educational Rights and Privacy Act (FERPA) and certain student records may not
be disclosed or released by MANHATTAN to EVC or other third parties unless
appropriate waivers pursuant to paragraph 16.d are on file at MANHATTAN.
c.) MANHATTAN will supply EVC with a list of all students who have
applied to MANHATTAN, and/or registered, for courses through EVC on a regular
continuing basis to facilitate effective communication between the parties.
Said list to include as available, each student's name, address, telephone
number, social security number, registration, financial aid loans and payment
status. This listing will be updated by MANHATTAN as necessary. EVC shall
provide to MANHATTAN updated information relating to MANHATTAN students on the
same continuing basis.
d.) EVC shall require that each student registering for a course
offered through EVC, sign a waiver and release granting EVC access to said
student's records, said waiver and release form to be provided to MANHATTAN by
EVC, the format of which shall be subject to MANHATTAN's approval, which
approval shall not be unreasonably withheld. Said waiver shall also hold
MANHATTAN harmless for any loss, claim, damage, liability or injury arising
from release of such student records.
e.) Within THIRTY (30) DAYS of the completion of each Fall, Spring,
and Summer Semester, MANHATTAN shall present to EVC, in writing, any requests
for adjustments or credits on monies already paid to EVC, which credits or
adjustments have been made necessary by an EVC student having dropped a
course, bounced a check, etc. EVC will credit any such valid adjustment to
MANHATTAN's account within forty-five (45) days immediately following such
request by MANHATTAN.
f.) Students registering for MANHATTAN courses through EVC who are
employed by an Institutional Employer customer of EVC which have a tuition
reimbursement policy for their employees shall be eligible for tuition
deferment from MANHATTAN until completion of the course, thereby enabling said
students to register for MANHATTAN courses through EVC without payment of
tuition or fees up front. Said students shall be required to sign a tuition
payment guarantee providing that they are fully responsible for 100% of all
tuition in the event that, for any reason, they are not reimbursed by their
employer. EVC shall provide to MANHATTAN, for each participant, a copy of a
completed and signed EVC Registration Form, a copy of a completed and signed
MANHATTAN Registration Form, and a copy of a completed corporate tuition
reimbursement form signed by the student and an authorized supervisor.
g.) Students registering for MANHATTAN courses offered through EVC
who are not employed by an Institutional Employer customer of EVC providing
tuition reimbursement to their employees shall be required to pay tuition and
fees up front when registering.
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[*] Confidential portion
17. MANHATTAN will provide a minimum of four (4) dedicated rooms
which will accommodate teaching stations in order to facilitate IVC/DL courses
marketed by EVC emanating from its campus and will grant EVC, its agents and
subcontractors, reasonable access to said facilities as is required for proper
installation, operation, maintenance and repair of all equipment contemplated
herein, including but not limited to IVC/DL equipment. Said room shall be of
adequate size (approximately 10 feet by 16 feet), to house all IVC/DL
equipment, have adequate electrical, air conditioning, lighting, etc., and be
otherwise suitable for use as a video conferencing teacher station. Said rooms
will be provided one at a time subject to registration demand.
18. MANHATTAN's College Relations Department will provide reasonable
cooperation with EVC in promoting EVC/MANHATTAN Telecommute to College Program
and the IVC/DL courses offered through EVC.
19. MANHATTAN and EVC will, whenever practicable, cooperate in
applying for and obtaining, any grants, awards, stipends, fellowships, etc.,
relating to this agreement, which are mutually beneficial to the parties.
20. MANHATTAN shall maintain academic control over all courses and
will be receptive to EVC input as to IVC/DL presentation.
21. MANHATTAN will assign at least one person who at all times will
act as liaison between MANHATTAN and EVC.
22. Term of Agreement
a.) The basic term of this agreement shall be FOUR (4) YEARS.
b.) The parties hereby acknowledge the necessity for allowing IVC/DL
students continuity and ongoing access to courses and programs, so long as
there is adequate registration.
c.) In light of the foregoing, the parties agree that commencing
January 1, 2000, and every January 1st thereafter, this agreement shall
automatically be extended for an additional period of ONE (1) YEAR, subject to
the conditions hereinafter contained.
d.) In the event that either party should desire not to
automatically extend this agreement, then and in that event, such party shall
so notify the other in writing, by Certified Mail, Return Receipt Requested,
no later than April 1 of any given year, after which the agreement will not be
extended for an additional ONE (1) YEAR, but will have only the three (3)
YEARS of the existing term remaining.
23. MANHATTAN shall have the right to offer courses via IVC/DL on
its own to Institutional Employer and/or the employees of any Institutional
Employer not under contract with EVC. In such event, EVC shall not have any
obligation to market, provide any services or equipment, permit the use of
EVC's equipment, or incur any costs in connection with such offerings.
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24. a.) MANHATTAN agrees that, for the duration of this agreement
and any extensions hereof, as well as for a period of ONE (1) YEAR immediately
following any termination or expiration thereof, MANHATTAN will not
independently video conference or computer conference its college courses or
programs under this contract to EVC students, clients or their employees.
b. ) Notwithstanding anything to the contrary in paragraph 24. a,
above, MANHATTAN may independently video conference courses under the terms of
this agreement to an EVC corporate client after the second year of this
agreement, only if no employees of said corporate client are enrolled in two
(2) of MANHATTAN courses in the previous semester. In such case, MANHATTAN
must notify EVC, after the second year of this agreement, of its intention to
independently video conference courses to an EVC corporate client and provide
EVC with eight (8) months to remedy the shortage in enrollment from that
specific corporate client. In the event that EVC does not remedy the
enrollment shortage, MANHATTAN could only independently video conference to
that specific EVC client and only after two (2) years and eight (8) months
from the execution of this agreement.
25. The parties agree that neither party shall disclose the terms of
this agreement without the prior written permission of the other party.
26. It is expressly agreed and understood that neither party shall
be liable for incidental, special or consequential damages for any breach or
violation of this agreement.
27. The foregoing constitutes the entire agreement between the
parties, and any other agreements or representations, whether verbal or
written, if not contained herein, are void, of no effect, and are not binding
upon the parties.
28. No valid modification, amendment, or deletion may be made to
this agreement except in writing and executed by the parties in substantially
the same manner as this agreement.
29. Any and all notices required hereunder shall be by Certified
Mail, Return Receipt Requested, to each party's last known address and shall
be deemed given at the time of mailing.
30. If any portion of this agreement shall be found to be void,
voidable or unenforceable, it shall not effect the validity of the remainder
of the agreement.
31. This agreement shall be binding on the respective parties'
heirs, successors, and assigns.
32. The parties agree that any disputes or disagreements arising
hereunder or in connection herewith shall be settled by binding arbitration
before the American Arbitration Association at their offices located in White
Plains, New York, and that any judgment awarded thereunder may be entered in
any court of appropriate jurisdiction, and will have full force and effect
therein.
33. This agreement shall be construed in accordance with, and
governed by, the laws of the State of New York.
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In witness whereof the parties have hereunto set their hands and seal the
date first appearing above.
MANHATTAN COLLEGE
By: /s/
--------------------------------
Brother Xxxxxx Xxxxxxx
President
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/
---------------------------------
Xxxx X. XxXxxxx, Ph.D.
President
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SCHEDULE 1
SPRING, 1999 SEMESTER
IV/DL COURSE OFFERINGS
ELECTRICAL AND COMPUTER ENGINEERING
-----------------------------------
COURSE # COURSE TITLE SOFTWARE PREFERRED
NEEDED DAY/TIME
ELEG-727 Computer Networks None Wednesday
6:30-9:20
ELEG-710 Probability and Stochastic Processes MathCad Tuesday
6:30-10:20
ELEG-762 Modeling and Stimulation None Thursday
6:30-9:20
ELEG-728 Operating Systems None Monday
6:30-9:20
ELEG-795 Object Oriented Software Design Using C++Compiler Monday-Thursday
(time-open)
MECHANICAL ENGINEERING
----------------------
MECG-505 Nummerical Methods in Engineering* Monday
5:30-8:20
MECG-741 Production Engineering Monday
8:30-11:20
MECG-741 Introduction to Aerodynamics Wednesday
6:30-9:20
MECG-707 Conduction Heat Transfer Thursday
6:30-9:20
MECG-741 Project Economics Wednesday
6:30-9:20
MECG-704 Computational Fluid Mechanics Open
MECG-513 Applied Heat Transfer Open
MECG-510 Finite Element Method Open
*Only for IVC/DL sites with access to SDRC 1-XXXX Master Series Software
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