Exhibit 10.56
BDM INTERNATIONAL, INC.
SYSTEMS INTEGRATION ALLIANCE AGREEMENT
GLOSSARY OF TERMS
As used in this Agreement, the following terms have the meanings outlined
below:
"Agreement"-- this non-exclusive Systems Integration Alliance Agreement and
any documents incorporated by reference to this Agreement.
"Customer(s)" - identified as K-12 school districts (public and private),
correctional institutions, Job Training Partnership Act (JTPA) (and similar
governmental programs), adult learning centers (public and private), and
institutions of higher education (public and private).
"Project" - a specific opportunity that has been identified and agreed to, in
writing by BDM and Seller as a project for which BDM may market and re-sell
or cause to be delivered under subcontract or purchase agreement Seller's
Products and Services to customer(s).
"BDM Systems Integration Solutions" - identified as project management,
infrastructure, training and skills enhancement, consulting, hardware,
software, and other professional services as may be required.
Project Management - shall include but not be limited to project oversight,
day-to-day project management, project implementation planning, supervising
and coordination other vendors and leading sub projects and tasks.
Infrastructure - shall include but not be limited to room selection and site
preparation, cabling, system hardware and software, requirements definition
and needs assessment, network architecture and design, system design, database
design data conversion, migration, installation and integration, and system
implementation of infrastructure technology.
Training and Skills enhancement - shall include but not be limited to training
, staff development and skills enhancement programs; developing and providing
materials to support training and staff development; evaluation; technical
support; and other training related services as may be required.
Consulting - shall include but not be limited to organizational analysis,
business process re-engineering, standards and specifications development,
technology planning, budgeting, curriculum correlation, institutionalizing
programs, programmatic evaluation, continuous improvement and other services
as may be required.
Hardware (administrative and instructional) - shall include but not be limited
to mainframes, mini-computers, workstations, printers, servers, peripherals,
network components, telecommunications components, operating systems, databases
, system utilities, productivity tools, installation and other components and
technologies required to support the infrastructure and technical environment.
Software (administrative and instructional) - shall include but not be limited
to administrative and instructional software, application packages, courseware
, integrated learning systems productivity tools, office automation software
and other software technologies as my be appropriate and installation and
maintenance of those packages.
Other professional Services - shall include but not be limited to data center
review, facilities planning, operational and systems services, technical
support, operations management, trouble shooting, hot-line support ,programming
and software maintenance, network management, computer operations, quality
control, remote processing/outsourcing, and other services as may be required.
ARTICLE 1
OBJECTIVE
This agreement is made between BDM Federal, Inc., a Delaware corporation with
a place of business located at 0000 Xxxxxxxx Xxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx
00000, hereinafter referred to as "BDM" or "Buyer" and Wasatch Education
Systems, a Utah corporation having a place of business at 5250 South 000 Xxxx
, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, hereinafter referred to as "WES" or
"Seller."
WITNESSETH:
WHEREAS, BDM is engaged in the business of providing professional and technical
consulting, systems integration and outsourcing solutions and services to K-12
school districts worldwide, hereinafter referred to as the BDM Solutions, AND:
WHEREAS, WES is engaged in the business of developing interactive educational
software and providing training and support services for effective utilization
of such software t K-12 school Districts and adult education sites worldwide,
hereinafter referred to as Seller's Products and Services, AND:
WHEREAS, Seller agrees to provide BDM rights to market and resell or to obtain
and deliver under subcontract or other purchase agreement the Products and
Services set forth in this Agreement as Part of BDM Systems Integration
Solutions and in the following attached and designated Exhibit, which is
incorporated fully and made part of this Agreement.
EXHIBIT A: (Description of Products and Services, which both parties
agree may be amended from time to time.)
NOW THEREFORE, in consideration of the representations and agreements
contained herein, the parties hereby covenant and agree to enter into this
Agreement with the objective of conduction mutually beneficial business
activities based on incorporation of Seller's Products and Services into BDM
Systems Integration Solutions.
ARTICLE 2
BDM RIGHTS
Seller hereby grants to BDM, on a non-exclusive basis, the right to market
and resell or to procure and deliver under subcontract or purchase agreement
under the terms of this Agreement Seller's Products and Services that encompass
BDM Systems Integration Solutions pursuant to this Agreement. This right does
not preclude BDM from recommending, marketing and or reselling comparable
products and services. The right to resell includes integration of standard
Seller's Products and Services into comprehensive all-inclusive (hardware,
software, training an/or support) BDM system integration solution.. In
addition, Seller grants BDM the right to provide training to BDM customers on
Seller's Products and Services.
The parties acknowledge that customer(s) may make certain recommendations to
BDM with regard to Customer(s) requirement. The parties also recognize that
BDM is ultimately responsible for adoption, rejection, or use of such
recommendations and, accordingly, BDM retains full control over, and is solely
responsible for, the procurement of products or services obtained for any
projects that encompass BDM Systems Integration Solutions.
ARTICLE 3
TERRITORY
Except as otherwise agreed to by both BDM and Seller, it is understood that
BDM may market and resell Seller's Products and Services to Customers
worldwide for Projects.
Seller understands and agrees that BDM will utilize a combination of BDM
employees, field based as well as corporate, to market the Seller's Products
and Services and complete projects. BDM will exercise complete control over
these resources.
ARTICLE 4
BDM OBLIGATIONS
BDM obligations under this agreement are:
(1) Provide Customers with the benefit of skilled support in making product
and services decisions, that fairly represent Seller's Products and Services.
(2) Assign BDM staff member(s) to receive training on Seller's Products and
Services so they can market, demonstrate, install, use, train, and provide
support services to better serve Customer in selecting and utilizing Seller's
Products and Services.
(3) Within the first six months of the signed Agreement, discuss options to
provide training and ongoing support of Seller's Products and Services
utilizing BDM staff.
(4) Invite Seller to participate in projects that encompass BDM Systems
Integration Solution.
(5) Recommend to the Customer purchase of Seller's Annual Maintenance
Agreement with each sale of Seller's Products.
(6) Present the Seller's solution to BDM prospects, as appropriate.
(7) Conform to WES hardware / network specifications.
(8) Make prompt payment in full of valid Wasatch invoices according to the
agreed to credit terms.
(9) Provide installation and training that meets Wasatch standards.
ARTICLE 5
SELLER'S OBLIGATIONS
Seller's obligations under this agreement are:
(1) Recommend BDM to Customers requiring systems integration services and/or
BDM Systems Integration Solutions.
(2) Provide reasonable training at Seller's expense for BDM personnel on how
to market, demonstrate, install, use, and train Seller's Products and Services.
(3) Provide reasonable marketing assistance and marketing materials to BDM,
at its own expense, to support projects and opportunities for BDM Systems
Integration Solutions.
(4) Provide Software for demonstration purposes.
(5) Conduct annual executive briefings.
(6) Conduct semi-annual sales and marketing briefings.
(7) When acting as a subcontractor to BDM in providing products and services
to BDM's Customers, Seller agrees to communicate all actions to BDM as
requested, and work to the best of its ability to achieve the common project
goals of quality service and customer satisfaction.
(8) For projects, help BDM determine which hardware and software system
configurations would best suit Customer needs, and provide both pre and post
sale, software support, technical support, information, assistance, and advice
to assist Customers in applying and using Seller's Products.
ARTICLE 6
RELATIONSHIP OF THE PARTIES
Both parties are independent contractors and nothing in the Agreement
authorizes the other party to act as a legal representative or employee of
the for any purpose whatsoever. This Agreement does not constitute a joint
venture, pooling arrangement, partnership, or formal business organization of
any kind and the rights and obligations of the parties shall be only those
expressly set forth herein. Neither party shall have the power to bind the
other with respect to any obligation to any third party or Customer(s).
ARTICLE 7
PRICING
Seller agrees to sell Seller's Products and Services to BDM for resale at the
following discounted prices:
Discount from Current Seller's Published Retail Price (current Seller's
Published Retail price to include quantity discounts, if any).
15% discount on software provided
10% discount on printed materials
WES provided installment - no discount
WES provided training - no discount
(Schedule of products and services and associated discounts.)
BDM may resell Seller's Products and Services to BDM customer(s) at a price
determined by BDM. Actual procurement of Seller's Products and Services, if
an, by BDM will be procured under a BDM purchase order and terms and conditions
contained therein.
ARTICLE 8
USE OF TRADEMARKS AND LOGOS
During the term of this Agreement, BDM is authorized and permitted by Seller
to use and display the registered trademarks and logos of Seller, and other
trademarks, service marks and names belonging or licensed to Seller solely in
connection with projects, or BDM support and service capabilities for Seller's
products and/or consumables, promotion, distribution and sale of Seller's
Products and/or Services. BDM will not remove any of the Seller's marks from
any Authorized Products or Consumables nor shall BDM add any such marks to
such products.
Seller agrees to provide BDM a copy of its logo(s) (electronic and printed)
for use in any of BDM's advertising, promotional or proposed material.
Seller shall not use BDM's logo on any of Seller's advertising or promotional
materials without BDM's prior written consent.
Seller shall submit to BDM all advertising or promotional material, that use
BDM's name, to distributed or used pursuant to this Agreement for BDM's prior
written approval to such use or distribution.
ARTICLE 9
COSTS
Each party to this Agreement will bear the respective costs, risks, and
liabilities incurred by it as a result of its obligations and efforts under
this Agreement. Except for purchase orders or contract issued pursuant to
the "Pricing" article of this agreement, neither party shall have any right
to any reimbursement, payment, or compensation of any kind from each other.
ARTICLE 10
REPRESENTATIONS OF THE PARTIES
The parties represent and agree that they will conduct their marketing,
implementation and /or support activities in an ethical, professional,
business-like manner, and in so doing shall not violate, cause or permit to
be violated any federal, state, or local statute, ordinance or regulation as
a party to this Agreement.
Seller represents and agrees that Seller's products provided pursuant to this
Agreement shall conform to the general description as contained in Seller's
documentation, brochures and technical publications of such product and shall
be operable upon installation.
For any items procured that are warranted, Seller shall provide to the
Customer, through BDM, the Commercial warranties acquired and transferable
from Seller at the time of execution of the final acceptance certificate for
that item(s).
ARTICLE 11
ASSIGNMENTS
Seller may not transfer, assign, terminate or delegate its interests, rights,
obligations, duties or responsibilities under this Agreement to any third
party, without the express written consent of BDM.
BDM reserves the right to assign its rights and responsibilities hereunder
to a subsidiary, affiliated corporation, if approved in advance by Wasatch,
such approval will not be unreasonable written.
The terms and conditions of this agreement shall be binding on and inure to
the benefit of any successor of either party.
ARTICLE 12
TERMINATION
This Agreement may be terminated upon the occurrence of any of the following
events:
Either party may terminated this agreement by giving the other party at least
ninety (90) days written notice of such termination;
Insolvency or bankruptcy of either party;
If this Agreement is terminated for any reason, Seller agrees to allow BDM to
complete its efforts for any project already underway, or a period of one year
form the date the agreement terminated.
ARTICLE 13
CONFIDENTIALITY
The parties shall devote their best efforts to protect the confidentiality of
proprietary information, which are identified in writing as being confidential
, which efforts shall be at least as careful as the practices and procedures
under which the party protects its own most valuable proprietary information
and materials.
The parties, both during the term of this agreement and at all times
thereafter, shall not disclose to any third party without specific written
permission, of the other party, any of the Confidential Information
transmitted to it. Each party will take all necessary steps to ensure that
all of its personnel who shall have any access to the Confidential
information shall have undertaken confidentiality obligations similar to
those hereunder.
The confidentiality and non-disclosure obligations set forth above do not
apply to information that (a) can be demonstrated to have been in the public
domain prior to its disclosure, (b) can be demonstrated to have been in the
possession of the Parties prior to the date of this Agreement, (c) becomes
part of the public domain by publication or otherwise not due to any
unauthorized act of publication or otherwise not due to any unauthorized act
of commission by the other party, its agents, employees, affiliates,
consultants, successors and assign, (d) is supplied to the other by a third
party as a mater of right, or (e) and can be demonstrated to have been
subsequently and independently developed by employees or consultants of the
other who had no knowledge of information.
ARTICLE 14
PUBLICITY
All publicity notices issued by either party shall give recognition to the
contribution of the other party.
ARTICLE 15
ADDRESSEES
All communications relating to this Agreement shall be directed to the
specific individuals identified below:
BDM's Technical Xxxxxx Xxxxx
Representative: Marketing Manager
Education Technologies Division
0000 XXX Xxx
XxXxxx, XX 00000
(000) 000-0000
BDM's Contractual Xxxxx X. Xxxxx
Representatives: Manager, Contract Administration
(000) 000-0000/5942 (Fax)
Seller's Technical Xxxx Xxxxx
Representative: Sr. Technical Support
000-000-0000
Seller's Contractual Xxxxx Xxxxx
Representative: Chief Financial Officer
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
ARTICLE 16
APPLICABLE STATE LAW
This agreement shall be governed by and interpreted under the Laws of the
Commonwealth of Virginia, United States of America.
ARTICLE 17
HOLD HARMLESS
Neither party shall be liable to the other for lost profits, loss of use or
interruption of business, nor consequential, indirect, special, punitive, or
incidental damages under this Agreement.
ARTICLE 18
NON-WAIVER OF RIGHTS
Either party's failure to exercise any of its rights under this Agreement
shall not constitute a waiver of any past, present, or future right or remedy.
ARTICLE 19
SEVERABILITY
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions
shall remain in full force and effect.
ARTICLE 20
MODIFICATIONS TO THE AGREEMENT
The terms and conditions contained in this Agreement may not be changed,
amended, or modified, except by a written bilateral modification executed by
the contractual representatives of the parties. The contractual
representatives are those found in Article 15 of the Agreement.
ARTICLE 21
SCOPE OF THE AGREEMENT
This Agreement contains the entire agreement of the parties and cancels and
supersedes any previous understanding or agreement related to the subject
matter contained herein. All changes or modifications to this Agreement
must be agreed to in writing between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed.
BDM
BDM FEDERAL, INC. WASATCH EDUCATION SYSTEMS
BY: /s/ XXXXX X. XXXXX _ BY: /s/ XXXXXXX XXXXXX _
NAME TYPED: XXXXX X. XXXXX _ NAME TYPED: XXXXXXX XXXXXX _
TITLE: CONTRACTS MANAGER _ TITLE: PRESIDENT / CEO _
DATE: 5/18/95 _ DATE: 5/15/95 _
