EXHIBIT 10.55
AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
AND CLEMSON UNIVERSITY FOR THE OFFERING OF NON-CREDIT,
INTERACTIVE VIDEO CONFERENCED COURSES
WITNESSETH
AGREEMENT made this 25th day of January, 2000 between CLEMSON UNIVERSITY
with offices located in 000 Xxxxxxx Xxxx, Xxxxxxx University Campus, Xxxxxxx,
Xxxxx Xxxxxxxx 00000 (hereinafter referred to as "CLEMSON"), and Educational
Video Conferencing Inc., with offices located at 00 Xxxx Xxxxxx Xxxxxx Xxxx,
Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "EVC") for the purpose of
offering non-credit seminars and workshops.
1. a.) EVC and CLEMSON University will collaborate to offer mutually agreed
upon non-credit seminars and workshops via distance learning technology (DL),
commencing with the spring 2000 semester.
b.) For the purposes of this agreement, 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 can see and hear the professor/instructor and the
professor/instructor can see and hear the individual student. DL also shall
include one-way video and two-way audio distance learning and asynchronous
delivery systems.
2. 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
CLEMSON courses to DL students. Students taking DL courses on desktop computers
must have modern computers capable of being video enabled and function as a DL
desktop system. In any event, CLEMSON shall not be responsible for the cost of
any equipment whatsoever at Institutional Employer locations and/or students'
homes.
3. EVC is responsible for costs of marketing, advertising, and promotion
regarding EVC's offering of access to CLEMSON courses. Unless otherwise agreed,
CLEMSON will provide existing 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 CLEMSON
programs and courses offered through EVC.
4. CLEMSON shall provide rooms capable of becoming teacher stations. EVC
will cover the cost of installing and maintaining adequate telecommunication
lines (for example ISDN, DSL, cable modem, ATM, etc.), regular telephone lines
and electrical outlets. EVC will also be responsible for the cost of the
telecommunication signal transport for video conferenced courses from teacher
stations to the MCU Bridge. 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. These costs will be reimbursed to EVC through the agreed-upon charges for
the delivery of courses.
5. Subject to enrollment as determined by EVC, EVC will be responsible for
installing and maintaining up to ten (10) teaching stations in the rooms
provided by CLEMSON to videoconference DL courses offered through EVC. All
teaching stations installed and paid for by EVC shall remain the exclusive
property of EVC. Subject to enrollment demand, EVC will begin with the
installation of three teaching stations for spring 2000 semester and will add
additional teaching stations. The rooms provided by CLEMSON need not be
dedicated EVC rooms. However, all equipment must be properly secured to
circumvent theft or vandalism. Clemson is responsible for theft or vandalism of
EVC equipment while in CLEMSON's custody or care.
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 CLEMSON, and all rights and interests in said materials
will remain the sole and exclusive property of CLEMSON.
7. a.) EVC is responsible for the necessary maintenance, repair and/or
replacement of video conferencing equipment supplied to CLEMSON for DL courses.
b.) EVC will provide reasonably prompt service for repair or
replacement of defective interactive video conferencing equipment and software
as necessary. EVC has service repair contracts, which provide 48-hour service
after notification of a videoconferencing problem.
c.) CLEMSON will be responsible for the prompt repair and/or
replacement of interactive video conferencing equipment located at CLEMSON,
which may be damaged through improper or unauthorized use.
d.) CLEMSON is responsible for the repayment to EVC of the cost of
replacement of any EVC equipment, which is lost or stolen while in CLEMSON's
custody and control.
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.
9. a.) EVC will provide faculty development to CLEMSON faculty reasonably
required for the offering of CLEMSON courses through EVC. Faculty will be
trained to maximize the effectiveness of their teaching styles and their
presentation of materials using interactive video conferencing systems. Such
training includes showing faculty how to utilize charts, graphs, pictures,
videotapes, and presentation software using scanners, document cameras, and
other equipment provided by EVC. Typical EVC faculty training consists for 16
hours.
b.) CLEMSON 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.
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10. EVC is solely responsible to provide site locations for DL students to
participate in CLEMSON courses. CLEMSON assumes no responsibility for obtaining
or maintaining said sites, nor for any rent or other costs associated therewith.
11. a.) EVC is not responsible for curriculum, course content, faculty
qualifications, course materials or any other aspects of the academic content of
any non-credit seminar/workshop offered hereunder. However, CLEMSON agrees to be
receptive to and consider EVC input as to course content presentation and
delivery of DL courses consistent with required academic standards.
b.) Any synchronous courses originating from CLEMSON, which are
recorded, will remain the intellectual property of CLEMSON.
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.
13. CLEMSON hereby acknowledges that the DL non-credit programs marketed by
EVC are targeted toward the non-traditional working adult student market and
therefore agrees to offer DL courses at dates and times appropriate to the
target market, including the hours of 8:00 a.m. to 11:00 p.m., seven days per
week Eastern Standard Time and at such other times reasonably requested by EVC's
Institutional Employers and their employees, subject to enrollment. And,
including but not limited to the three academic semesters offered each year by
CLEMSON, i.e., fall, spring and summer.
14. Administrative Function
a.) CLEMSON shall be responsible for all of its own administrative
functions associated with the offering of courses through EVC.
b.) CLEMSON 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 CLEMSON nor for return of any of the
aforesaid documents to CLEMSON.
15. Fees
a.) CLEMSON shall pay to EVC a percentage of the registration fee
charged for any courses delivered by EVC. Such amount shall be agreed upon prior
to the implementation of a specific course or program offering and may differ
depending upon the particular offering. EVC's percentage shall also include
appropriate reimbursement for amount expended including the cost of amortizing
any installed equipment or telecommunication services.
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b.) EVC shall have the right, on a semi-annual basis, to examine the
books and records of CLEMSON, pertaining to all students taking courses through
EVC, in order to audit any accounts due and owing the respective parties.
CLEMSON shall have the right to audit EVC accounts for students taking CLEMSON
courses on the same basis.
c.) Commencing on February 14, 2000, and continuing on the 10th day of
each month therefore, CLEMSON will supply EVC with a list of all students taking
non-credit courses. Information provided will include the student's name, job
title, organizational affiliation, address, telephone number, fax number and
payment status.
d.) Within THIRTY (30) DAYS of the completion of each course, CLEMSON
shall present to EVC, in writing, any requests for adjustments or credits on
monies already paid to EVC.
e.) Non-credit courses offered by CLEMSON through EVC will be done
primarily on a contractual basis with designated employers. In other words, the
employer will provide a lump-sum payment to CLEMSON/EVC for the purpose of
providing instruction to employees.
f.) In instances where a student registers for a CLEMSON non-credit
course through EVC, that student would be responsible for his/her registration
fee. In some instances, CLEMSON/EVC may allow students to take courses without
payment of the registration fee up front. In those instances, the student would
sign a registration payment guarantee indicating that he/she is responsible for
100% of the registration fee in the event he/she is not reimbursed by his/her
employer.
g.) Students taking CLEMSON non-credit courses through EVC, who are not
employed by an Institutional Employer who is a customer of EVC providing
registration fee reimbursement to their employees, shall be required to pay the
registration fee up front when registering.
16. a.) CLEMSON will provide a minimum of ten (10) teaching station
locations, subject to enrollment determined by EVC in order to facilitate 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 DL equipment. Said room shall
be a minimum of 10 feet by 16 feet with 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.
b.) Rooms at CLEMSON equipped by EVC for DL may be used by the college
with prior written permission by EVC.
17. CLEMSON's Public Relations Department will provide reasonable
cooperation with EVC in promoting EVC/CLEMSON non-credit courses and the DL
courses offered through EVC.
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18. CLEMSON and EVC will, whenever possible cooperate in applying for and
obtaining any grants, awards, stipends, fellowships, etc., which are mutually
beneficial to the parties.
19. CLEMSON shall maintain academic control over all courses and will be
receptive to EVC input as to IVC/DL presentation.
20. CLEMSON will assign at least one person who at all times will act as
liaison between CLEMSON and EVC.
21. Term of Agreement
a.) The basic term of this agreement shall be FIVE (5) YEARS.
b.) The parties hereby acknowledge the necessity for allowing 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
September 1, 2000 and every September 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
June 1 of any given year, after which the agreement will not be extended for an
additional ONE (1) YEAR, but will have only the Four (4) YEARS of the existing
term remaining.
22. CLEMSON shall have the right to offer courses via 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.
23. CLEMSON agrees that, for the duration of this agreement and any
extensions hereof, as well as for a period of ONE (1) YEAR following any
termination of expiration of the agreement, CLEMSON will not video conference or
DL its non-credit courses to organizations under contract with EVC or to EVC
students.
24. The parties agree that disclosure of the terms of this agreement to
others will cause EVC irreparable damage to its business. However, it is
understood that CLEMSON is a State Agency and is therefore governed by law to
disclose, when requested, any contract that it may enter into. EVC requests that
it be notified of any requests made for disclosure of its contract with CLEMSON.
25. 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.
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26. 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.
27. 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.
28. 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.
29. 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.
30. his agreement shall be binding on the respective parties' heirs,
successors, and assigns.
31. 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 Greenville, South
Carolina, and that any judgment awarded thereunder may be entered in any court
of appropriate jurisdiction, and will have full force and effect therein.
32. This agreement shall be construed in accordance with, and governed by,
the laws of the State of South Carolina.
In witness whereof the parties have hereunto set their hands and seal the
date first appearing above.
CLEMSON UNIVERSITY EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxx X. XxXxxxx
-------------------------- ---------------------------------
Xx. Xxxxxxx Xxxxxx Dr. Xxxx XxXxxxx
President
By: /s/ Xxxxx Xxxxxx
--------------------------
Xx. Xxxxx Xxxxxxx
Vice Xxxxxxx
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