AGREEMENT FOR INTERACTIVE TELEVIDEO
COURSES AND DISTANCE LEARNING PROGRAMS
W I T N E S S E T H
AGREEMENT made this 24th day of July, 1998, between Educational
Video Conferencing Inc. (hereinafter "EVC"), with offices located at 00 Xxxx
Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, and The Travelers Indemnity
Company on behalf of itself its subsidiaries and affiliates (hereinafter
"Travelers"), with offices located at Xxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000.
WHEREAS, Travelers desires to provide its employees with access to
undergraduate and graduate college courses and programs via Interactive
Televideo Distance Learning and Computer Based Distance Learning at Travelers
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 that it will provide access to undergraduate and graduate
college courses and learning programs via Interactive Televideo Distance
Learning and Computer Based Distance Learning to Travelers employees,
commencing with the Fall 1998 semester.
2. EVC will provide access to college courses via Travelers' 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 Travelers.
3. Travelers 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 Monday through Thursday from 5 PM to 11 PM, Friday 5 PM to 8 PM and
Saturday from 9 AM to 3 PM.
3.1 By mutual agreement of the parties in the event that enrollment
justifies additional video conferencing room systems, EVC will
provide such additional video conferencing systems that shall be
compatible with Travelers installed base of video conferencing room
systems at no cost to Travelers. The cost of linking said additional
video conferencing room systems to Travelers installed base of video
conferencing room systems shall be borne by Travelers.
4. Travelers 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 that they will
designate these locations in writing no later than thirty (30) days after the
execution of this agreement.
4.1 Travelers agrees that, in the event that desk top computers are
utilized, it will allow EVC to video enable existing computers at
Travelers locations to be mutually agreed upon in writing, at no
cost to Travelers.
4.2 EVC will provide video enabled computers for Travelers 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.
5. Provided the employee is approved for tuition reimbursement in accordance
with Travelers standard tuition reimbursement policy, which may change from
time to time, Travelers agrees that it will give its employees access to its
standard tuition reimbursement or advancement plan in connection with EVC
courses and learning programs.
6. EVC shall be permitted to offer such undergraduate and graduate courses and
learning programs as are approved by Travelers for tuition
reimbursement/advancement, such courses to be offered by accredited colleges,
universities, and other institutions of learning.
6.1 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 Travelers from accredited
colleges and universities.
6.2 EVC and Travelers 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.
6.3 Courses which constitute a part of the core curriculum of any
college or university participating in the Travelers/EVC program, so
long as the individual courses are applicable to approved degrees
and/or advancement or major plans of study, shall be deemed approved
and not require individual approval prior to offering it to
Travelers employees. Notwithstanding the foregoing, Travelers
reserves the right to set its tuition reimbursement policy relating
to the eligibility of the individual employee requesting any course.
Travelers is not liable for payments relating to an employee
enrolling in a course(s) ultimately not approved for tuition
reimbursement.
7. EVC agrees that Travelers employees will be charged the standard tuition
charges of the respective college or university, together with all appropriate
college fees. All of the above tuition and fees shall be payable directly to
the respective college or university.
7.1 Travelers' employees will be required to arrange for the
purchase of course books and materials with the individual colleges
and universities, and neither Travelers nor EVC shall have any
responsibility in this regard.
8. Travelers 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.
9. Travelers 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. EVC assumes responsibility for any debts incurred or
payments made by EVC on behalf of a Travelers employee in the event that for
any reason they are not eligible for, or do not receive tuition
reimbursement/advancement as contemplated herein. In no event will Travelers
be liable to EVC or to any educational institution, for any debt or advanced
payment made on behalf of a Travelers employee.
10. Except as otherwise indicated in paragraph 11 below, Travelers agrees that
it will allow EVC to utilize its installed base of video conference room
systems and telecommunications network to transmit courses to Travelers
employees at no cost to EVC.
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11. EVC agrees that it will pay all telecommunications costs, including
monthly charges, associated with signal transport from any educational
provider to EVC's bridge.
11.1 Travelers agrees that it will pay all telecommunication costs,
including monthly charges associated with signal transport from
Travelers' video conferencing sites to EVC's bridge.
12. Travelers agrees that it will provide its employees with unfettered access
to suitable and appropriate facilities from which to participate in EVC
courses during the agreed upon scheduled classes, at no cost to EVC; Travelers
shall be responsible for all HVAC, electricity, maintenance, security (if
applicable) and other costs associated with providing such space to its
employees.
13. The parties agree that they will fully cooperate with one another in
promoting the EVC program to Travelers employees and that a Travelers
Representative 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 Travelers employees.
13.1 EVC agrees that it shall provide materials from the various
colleges and universities at no cost to Travelers, including but not
limited to brochures, surveys, registration materials and
videotapes. All costs associated with producing materials shall be
borne entirely by EVC.
13.2 Travelers agrees to distribute the materials provided by EVC
not less than three (3) times per semester to all its employees.
13.3 EVC will provide Travelers with all Travelers approved
promotional materials for Travelers distribution to its employees.
Such distribution will consist of internal mail distribution, which
will be provided at Traveler's cost. If EVC requests promotional
materials distributed to employees via U.S. mail, then EVC will be
responsible for all postage costs.
13.4 Travelers 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.
13.5 EVC shall be permitted to conduct open houses and registration
meetings at such Travelers 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 Travelers employees so as to maximize potential
registrations.
13.6 Provided that travelers reviews and approves all materials
prior to distribution, EVC shall be permitted to utilize Travelers
logos, trademarks and copyrighted materials for promotional pieces
targeted at Travelers employees, however, EVC's use of Travelers
logos, trademarks and copyrighted materials is restricted to use in
the form approved for the purposes of and under this agreement.
14. Travelers 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; EVC represents that
the colleges and universities shall bear the entire burden of their own
administrative functions, including but not limited to, admissions,
registration, academic advising, etc.
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15. EVC shall hire a coordinator or train a Travelers employee 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 Travelers
employees 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, the parties by mutual agreement determine that certain locations
or students require further training, EVC shall provide such further training
by a coordinator as each individual case warrants.
16. Travelers shall grant EVC, its employees and/or agents, such access to
Travelers facilities as shall be reasonably necessary and in accordance with
Travelers internal security policy, 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 returned to EVC at EVC's cost.
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. Travelers 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 Travelers; in addition,
except for the cost of repair of the equipment associated with ordinary use
allowed under this agreement, Travelers agrees to immediately reimburse EVC
for any costs associated with the replacement of any equipment lost,
vandalized or stolen while in Travelers' possession.
19. The term of this agreement shall be FIVE (5) 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..
19.1 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 any annual
anniversary date of this agreement, in which case this agreement
shall only have FOUR (4) YEARS remaining in its term.
20. EVC agrees to hold in confidence any and all information about Travelers
business that Travelers may provide, or to which EVC may be exposed, during
the performance of this Agreement, which includes but is not limited to
personal information about Travelers employees. Contractor shall not release
any information to third parties or the contents of this Agreement without
Travelers prior consent. EVC may not, without prior written approval from
Travelers, indicate in any published matter or otherwise the nature of the
services performed by Contractor under this Agreement. This section shall
survive the cancellation, expiration or termination of this Agreement.
21. EVC represents and warrants that it has complied with all applicable and
relevant laws, rules and regulations in the performance of this Agreement. EVC
shall provide proof of adequate insurance coverages as reasonably requested by
Travelers.
22. EVC shall defend, indemnify and hold Travelers harmless from and against
all costs, claims, expenses, damages, and liability which Travelers may suffer
or be required to pay arising out of any act or omission of the EVC, its
employees or agents, including but not limited to injuries to person
(including death) or damage to property in connection with services rendered
under this Agreement.
23. 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.
24. 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.
25. This agreement shall be construed and interpreted under the laws of the
State of New York.
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26. 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.
27. 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.
28. 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.
The Travelers Indemnity Company Educational Video Conferencing, Inc.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xx. Xxxx X. XxXxxxx
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Title: Senior Vice President Title: President
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Date: 7/24/98 Date: 7/24/98
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