GENERAL AFFILIATION AGREEMENT LETTER
This Agreement Letter is made and entered into this 5th day of March, 1997
between Utah Valley State College (UVSC) and its Electronic Campus, located at
000 Xxxx 0000 Xxxxx, Xxxx, Xxxx 00000 and International Automated Systems,
located at 000 Xxxxx 000 Xxxx, Xxxxxxxx Xxxx, Xxxx 00000, hereinafter IAS.
Whereas, IAS is a company engaged in the primary business of the development,
production and marketing of digital computer data, audio and video
compression, verification and transmission systems and related technologies;
Whereas, UVSC has resources including experienced management, technicians,
faculty, staff and students to assist in the production and distribution of
interactive multimedia and technology assisted courses learning systems; and
is a 4-year fully accredited college and institution of higher learning in the
State of Utah with interests in affiliating with other educational
institutions, companies, governments and other outside parties;
Whereas, the parties desire to enter into an agreement for cooperation
relative to the testing design, production and dissemination of
technology-assisted learning and associated new technologies for mutual
benefit.
It is hereby agreed as follows:
1. Cooperation and Exchange of Information
A. This Agreement Letter is based upon earlier expressions of the good faith
and effort of the parties to share information and to diligently explore the
feasibility of a joint cooperative agreement and to enter into negotiation
with the intent of entering into this contractual arrangement.
B. It is mutually agreed that the parties will cooperate in developing
strategies for the creation and enhancement of other telecommunications,
computer technologies, software and/or hardware, Internet or interactive
distance learning curricula for various commercial or educational market
sectors and users and actively seek for other areas or cooperation as well.
The parties will also work closely together in the joint development of
mutually beneficial tuition, pricing and marketing strategies. It is
anticipated that as a result of the consultations between the parties, the
parties will develop separate addenda on a project-by-project basis which
shall contain specific costs, terms and conditions (royalties) for each
project. These addenda will form a significant and integral part of this
Agreement between the parties for the joint development and distribution of
interactive multimedia in the form of on-line or stand-alone courses or
modules. It is understood that the primary interest of UVSC is to provide
enhanced technology-assisted systems and to provide training and development
opportunities for training and education worldwide.
II. Confidentiality
A. The parties hereby agree that any proprietary information provided by
either party pursuant to this Agreement will not be shared by either party or
any of its agents or employees with any third party without the express
written consent of the parties. This agreement extends to technical materials
relating to specific projects, technologies or systems as well as business
plans and strategies and financial information relating to the business
resources, activities, and plans of UVSC and IAS.
B. IAS specifically claims for itself a "business confidentiality"
restriction pursuant to the Utah Government Records Access and Management Act
and Sections 53B-16-301 et seq., Utah Code Annotated, with respect to
information provided to UVSC pursuant to this agreement of any subsequent
agreement and a subsequent agreement would relate primarily to technology
transfer of sponsored research as defined in the Government Records Access and
Management Act.
C. This Agreement does not grant, infer, assign, or convey to UVSC any
proprietary right held by IAS for any of its patents, pending patents,
copyrights, logos, trademarks, equipment, documentation, and/or IAS hardware
and software design and application. IAS is to retain all proprietary rights
held prior to the entering into of this Agreement. UVSC is to preserve IAS's
proprietary rights as herein described.
D. UVSC is not knowingly at any time or in any manner to allow reverse
engineering, either by itself or knowingly be a party to any manufacturer,
company, entity, person of IAS's products, ideas, or enforcement of this
Section in the event that any of the above should occur.
E. The IAS Software is being granted pursuant to a limited nonexclusive right
and license from IAS to UVSC, and is not to be construed as a sale by IAS to
UVSC of any protected proprietary rights, patents, pending patents,
copyrights, logos, trademarks, product design, or software applications. IAS
will approve all written contracts to all third parties having to do with IAS
review technologies.
F. If, during the performance of this Agreement, new patentable inventions
result, as a result of contributions made by UVSC or IAS or other third
parties introduced by either party, then it is hereby agreed that parties
shall negotiate in good faith the terms, conditions, royalties, ownership
rights, etc. and jointly agree to the filing of patents, trademarks or other
protective agreements related to this new invention. IAS and UVSC agree to
use their best efforts to complete this process with 90 days of the date of
the identification of the new patentable invention; the terms of which shall
be covered under a new addendum to this contract.
III. Other Mutually Agreed Upon Terms and Conditions
A. Non-Exclusivity/Non-Partnership
The relationship under this Agreement between the parties shall remain
nonexclusive and the final cooperation agreement shall in no way constitute
the creation of a partnership between UVSC and IAS under the legal statutes
and laws governing partnerships; neither does it constitute in any form
whatsoever an agency or employment relationship.
B. Independent Contractors
UVSC and IAS shall be considered independent contractors and not an agent or
employee of the other. Neither party shall have any authority, whether
express, implied or apparent to bind the other to any agreement or make
representations or warranties of any kind with respect to the other.
C. Governing Law Agreement
This shall be construed and regulated by and under the laws of the State of
Utah and the United States of America.
D. Ethics and conflict of Interest
The employees of Utah Valley State College are public employees and are
governed by Utah Public Officers' Employees' Ethics Act and the policies of
the College. Each party agrees to disclose to the other any person who has a
financial interest or serves as an officer or director of a contractor if such
person is also an employee of the College.
IV. Name, Trademark, Patent, Copyright Protection and Licensing
A. IAS shall endeavor in all cases to protect the name, trademarks, logos, and
copyrights of UVSC with respect to any current or contemplated project,
technologies or contractual joint venture, and UVSC will similarly respect in
good faith the same rights held by IAS. Care will be taken by IAS to restrict
the manner in which the name of Utah Valley State College or the nature and
scope of this Agreement and/or relationship in dealing with other third
parties within the defined scope of this Agreement only.
B. UVSC shall be granted a license to test and use, with option to
sub-license, IAS-developed systems and technologies which shall be set forth
under a separate addendum or agreement, provided such agreement can be
mutually agreed upon by both parties. IAS shall determine the granting of any
sub-licensing of its developed systems and technologies.
V. Distribution and Use of Technologies or Content Material Derived Therefrom
A. UVSC shall have the non-exclusive right to the use of the technologies,
systems, and materials within its own defined education service area in Utah
and the right to introduce or sponsor the use and the distribution of
interactive-technology assisted learning and delivery systems, courseware,
Internet-based courses, modules or jointly produced materials under this
Agreement, with other educational institutions, businesses or individuals
outside of its defined Utah geographical service area. In the latter case, a
separate introduction fee or ongoing royalty arrangement shall be defined on a
case-by-case basis between the parties and shall be attached as an addendum to
this Agreement.
B. Both parties shall have the mutual right to inspect, modify and approve
jointly all promotional, advertising or other materials intended for use by
the public domain prior to dissemination.
C. That UVSC agrees to work toward integration of IAS technologies or systems
materials within the scope of all of its overall educational mission,
provided, however, that the final use or purchase of these systems or
technologies, especially as part of a fully accredited college or higher
education system shall be the sole and final decision of the Administrative
and Academic Authorities of UVSC and any other third part beneficiary
institution or company referred by UVSC.
VI. Liability
Neither party will be liable to the other hereunder for any direct, indirect,
consequential, special, incidental or punitive damages of any kind or nature
whatsoever.
VII. Term of the Agreement
The term of this Agreement shall be initially for a period of two years from
the date of signing and may be extended or renewed for an additional 2 years
at the option of either party by notice to the other party at least 60 days
prior to the expiration date of this Agreement.
VIII. Termination of Agreement
Either party shall have the right to cancel or terminate without cause by
giving written notice to the other party outlining the intent and reason for
termination at least 90 days in advance of the contemplated date of
termination. It is hereby agreed that notwithstanding the above indicated
right of either party to terminate, the right to protection of proprietary
information, trademarks, licensing along with obligations to pay fees and
royalties so specified in this Agreement or addenda attached hereto shall
survive in all cases.
In witness whereof the parties have set their hands this 5 day of March, 1997.
International Automated Systems, Inc.
s/Xxxxxx Xxxxxxx
By Xxxxxx Xxxxxxx
Title: President
s/ Xxxxxxx Xxxxxxx
By Xxxxxxx Xxxxxxx
Title: Vice President
Utah Valley State College
s/Xxxxxxx X. Xxxxxxx
By Xxxxxxx X. Xxxxxxx
Title: Electronic Campus Projects
s/ Xxxx X. Xxxxxxxx
By Xxxx X. Xxxxxxxx
Title: Vice President for Administration and Institutional Advancement
Addendum A
Initial Scope of Affiliation and Cooperation
Party A: Utah Valley State College (UVSC), of Xxxx, Xxxx 00000
Party B: International Automated Systems, Inc. (IAS), of Xxxxxxxx Xxxx, Xxxx
00000
Party C: New Vista International Foundation (NVIF), of Xxxxxxxx Xxxx, Xxxx
00000
Date: February 10, 1997
As a means of clarifying and focusing the mutual scope and cooperative
efforts, the parties listed above have attached this addendum to their General
Affiliation Agreement Letter; dated February 11, 1997 which shall become an
integral part of their mutual agreements. The scope and workflow of the
parties shall until further notice be concentrated in the following list of
projects and priorities:
1. IAS per their letter of support dated May 14, 1996 to UVSC agrees to
collaborate with both UVSC and NVIF to test, prove and demonstrate the direct
application or value of Digital Wave Modulation (DWM), Automated Fingerprint
Identification (AFIM), Identification Information depository (IID) and other
database information systems, wireless telecommunications technologies, and
hardware or software primarily to the education sector worldwide.
2. The initial test of these systems shall be incorporated as planned within
the K-12 Wireless and Native American Community College Internet Connections
Grant Projects undertaken by UVSC with support from the national Science
Foundation.
3. NVIF, as a concurrent UVSC-affiliated non-profit educational foundation
shall act as an independent entity in establishing further liaisons and
opportunities for the use of IAS technologies by other, national, and
international schools, colleges, universities and other corporations,
governments and institutions, investors, foundations or grant making parties.
The scope of NVIF's cooperation with IAS id defined under separate agreement.
4. Both UVSC and NVIF represent that they plan to incorporate IAS systems and
matching support into upcoming grant proposals and funding agreements with
other parties. All parties have agreed to cooperate in the development of
integrated strategies, budgets and implementation plans for their mutual
benefit as a part of these grant or funding proposals.
5. UVSC and NVIF anticipate the introduction, test and use of IAS systems as
may be applicable from time to time in both their Utah-based Electronic
Education, EDNET, UVNET or other technology-assisted learning systems and
other relationships on a world-wide basis. The specific phases and steps for
implementation are defined by both parties below (see sections Phase I and
Phase II)
6. IAS plans to provide match technological support cash and in-kind to UVSC
and NVIF as a part of their affiliation. The scope and amount of this support
shall be further defined by mutual agreement on a project-by-project basis.
Phase I
Conduct jointly sponsored beta-tests of the DWM, AFIM and IID systems and
technologies for use in an educational delivery setting.
Step A: Testing will be limited to a UVSC, Orem main campus location.
Step B: Testing will expand to joint demonstrations, presentations and
installation of beta-test systems or prototypes for evaluation at other
schools or locations. Initially this focus upon those institutions affiliated
with UVSC and/or NVIF under the National Science Foundation supported Internet
Connections Grant projects (3 Utah High Schools, the Catholic Diocese School
System of Salt Lake City, and 3 Regional Native American Community Colleges)
and shall be expanded.
Step C: Initiation of potential beta test applications in other grant
projects, states or countries.
Definition of Responsibilities and Duties
D. IAS shall in each case of step listed above:
1. Provide set-up and installation at each location the required DWM<
AFIM or IID hardware and software for beta-test evaluation.
2. Train UVSC and NVIF employees, students or individuals at each
location in the operation and use of the IAS systems.
3. Provide each beta-test site with hardware and software maintenance and
support.
E. UVSC and NVIF shall:
1. Provide introduction and access to required facilities, equipment and
the cooperation of staff, students or other individuals who will work together
to test, evaluate and adapt as necessary the IAS technologies to their
respective educational setting. (Applies to Steps A, B, and C - mentioned
above).
2. Allow IAS access to hardware and software equipment for joint use at
each location with concurrent sponsorship at each of the beta-test sites by
local management administration or personnel.
3. Organize and publicize demonstrations of the IAS systems with other
third parties, vendors or companies from time to time.
It is anticipated that normal beta-test evaluation shall have an average
duration of 60-90 days. Thereafter a joint review and evaluation report
including recommendations for improvement shall be jointly prepared by IAS,
UVSC and NVIF and beta-test site counterparts.
Phase II
After appropriate confirmation and beta-testing of the IAS systems, all
parties agree to begin jointly introduce, sponsor, jointly negotiate and
promote the use or purchase of these technologies to local, national and
international schools, colleges, universities, governments, companies or other
entities. UVSC and NVIF with letters of support and matching funding or
in-kind from IAS shall work to incorporate the use of IAS systems in it
proposals seeking grants, private or other commercial funding for continued
technology advancement improvement and promotion.
For its role IAS has agreed to pay UVSC and NVIF consideration in the form of
such things as fees for introduction or sales referrals; funding sources,
funding support and ongoing royalties of
A. 5% of the total amount of funding received as a result of introduction or
referral by UVSC or NVIF on any funding support granted to IAS by another
third party grantor, investor, financial institution or private party. IAS is
to be appraised of funding sources and give final approval prior to entering
into any funding agreements.
B. A 10% royalty based on the adjusted gross sale price of any DWM, AFIM or
IID system purchased or leased by a third party introduced or intermediated by
UVSC and/or NVIF.
C. 25% of the IID verification user adjusted gross transaction fees collected
by UVSC or NVIF and 10% of the same fee collected by IAS from other third
parties introduced by UVSC or NVIF.
D. Adjust gross is defined as gross sale price minus cost of equipment for
said sale of transaction.
