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EXHIBIT 10.14
We have omitted certain portions of this document and filed them separately with
the Commission. These portions are marked with an asterisk (*).
AGREEMENT
This Agreement ("Agreement") is made by and between HealthStream, Inc.,
a Tennessee corporation having its principal place of business at 000 00xx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000 ("HealthStream") and
Xxxxxxx.xxx, Inc. having its principal place of business at 00 Xxxx 00xx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, XX 00000 ("Medsite").
WHEREAS, Medsite delivers Internet healthcare services over the World
Wide Web targeted at the healthcare community and consumers among others;
WHEREAS, HealthStream has developed and marketed and continues to
develop and market a computer-based education system known as the Training
Navigator(TM) ("T.NAV(R)") that delivers and monitors World Wide Web based
content;
WHEREAS, Medsite and HealthStream wish to enter into a cooperative
effort to 1) deploy HealthStream Courses and Medsite Courses utilizing T.NAV(R)
technology through Medsite and HealthStream distribution channels; 2) market the
goods and services incorporated therein; and 3) sell the ad space inventory
available therein;
WHEREAS, Medsite wishes to acquire a license for T.NAV(R) Commerce and
HealthStream wishes to acquire a distribution license for Medsite Courses;
WHEREAS, Medsite and HealthStream wish to provide appropriate
consideration for those efforts that each party has agreed to undertake;
WHEREAS, Medsite and HealthStream each acknowledge the sufficiency and
adequacy of the value, concessions, and recitations set forth herein;
NOW THEREFORE, Medsite and HealthStream agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the terms below shall have the following
meanings:
1.1. "Available Ad Inventory" means any ad inventory unsold from the monthly
available at the beginning of the month. Medsite reserves the first
rights to Available Ad Inventory.
1.2. "Course" means healthcare related Internet based curricula designed to
be delivered by T.NAV.
1.3. "Education Channel" means the distinct portion on any Medsite managed
Web site or service that is dedicated to education, including the
XxxXxxxxxxxxx.xxx web site.
1.4. "Effective Date" means May 18, 1999, the date on which both parties to
this Agreement have executed same.
1.5. "HealthStream" means HealthStream, Inc. and any Subsidiary of
HealthStream, Inc.
1.6. "HealthStream Ad Inventory" means advertising space on any of the pages
of HealthStream Courses or Medsite Courses delivered using T.NAV or
other content procured by HealthStream.
1.7. "HealthStream Courses" means interactive courses using T.NAV Commerce
that are the proprietary property of HealthStream (which may include
licensed training and education content) including, but not limited to
OSHA and JCAHO mandated training, continuing medical education, and
office training.
1.8. "Internet" means the international network of computers and computer
networks accessible by the public at large of which the World Wide Web
is a subset.
1.9. "Intranet" means an internal network protected from unauthorized users
by a firewall and accessible only by individuals within the
organization serving the network.
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1.10. "Medsite" means Xxxxxxx.xxx, Inc. and any affiliated entity of Medsite.
1.11. "Medsite Ad Inventory" means advertising space on any of the pages of
Medsite's World Wide Web site excluding the HealthStream Ad Inventory.
1.12. "Medsite Courses" means interactive courses using T.NAV Commerce that
are the proprietary property of Medsite (which may include licensed
training and education content) including, but not limited to OSHA and
JCAHO mandated training, Continuing Medical Education ("CME"), other
professional Continuing Education ("CE"), and office training.
1.13. "Net Revenue" means gross revenue derived by Medsite or HealthStream
from Transactions Fees, sales of Medsite Ad Inventory and sales of
HealthStream Ad Inventory less discounts and credits to customers.
1.14. "Retailers" means third parties that may or may not be an affiliated
partner of Medsite and whose business is the sale of the Courses to
end-users who are eligible to receive the accredited CE credits or
similar recognition at the retail price or organizations in the
healthcare industry including but not limited to integrated delivery
networks, hospitals, long term care facilities, and clinics.
1.15. "Subsidiary" means a company in which, on a class-by-class basis, more
than fifty percent (50%) of the stock entitled to vote for the election
of directors is owned or controlled by another company, but only so
long as such ownership or control exists.
1.16. "Third Party Content" means interactive content that is the proprietary
property of a third party to this Agreement.
1.17. "T.NAV(R)" is a registered trademark of HealthStream and is a computer
based training product that delivers and monitors World Wide Web based
Content.
1.18. "T.NAV(R) Commerce" means HealthStream's proprietary computer based
training product that is a derivative product of T.NAV(R) with
additional features added by HealthStream in its sole discretion and
designated by HealthStream in its sole discretion as "T.NAV(R)
v.x.x.c."
1.19. "Transaction Fees" means fees received by Medsite for healthcare
related training courses delivered over the Internet via the T.NAV(R).
1.20. "Wholesalers" means third parties whose business is the sale of the
Courses over the Internet to retailers at a price less than retail.
ARTICLE 2
STRATEGIC ALLIANCE
2.1. During the term of this Agreement, Medsite shall include on the home
page of Medsite's Education Channel a logo of the HealthStream
trademark and a hyperlink to the HealthStream section of Medsite's
World Wide Web site.
2.2. The parties will work on a best effort basis to formulate an exchange
of equity between the two companies within ninety (90) days of the
Effective Date.
ARTICLE 3
LICENSE GRANTS
3.1. Subject to the payment of the consideration set forth in Article 4,
HealthStream grants Medsite the following licenses:
3.1.1. Non-exclusive worldwide rights to be a Wholesaler and Retailer
of HealthStream Courses and MedSite Courses to end users,
using the T.NAV Commerce technology, under the royalty
structure defined in Article 4.
3.2. Subject to the payment of the consideration set forth in Article 4,
Medsite grants HealthStream the following licenses:
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3.2.1. Non-exclusive worldwide rights to provide education services
to deliver Courses using T.NAV(R) Commerce, including but not
limited to CME and CE, for the Medsite network of Web sites.
3.2.2. Exclusive right to manage content development and management
relationships for the parties for Courses delivered using
T.NAV(R) Commerce on the Education Channel, unless otherwise
agreed to by both parties. Provided however, that managing the
content development does not necessarily convey proprietary or
ownership rights in the Courses created from this management.
3.2.3. Non-exclusive worldwide rights to distribute Medsite Courses
to Retailers using the T.NAV Commerce technology; provided
however that MedSite maintains the right of first refusal on
the sale to any retail channel.
3.2.4. Non-exclusive worldwide rights to provide other education
services on the Education Channel, as agreed by Medsite and
HealthStream.
3.3. The parties shall mutually agree on ownership of a Course. In the event
both parties claim ownership, those factors which shall be
determinative include:
3.3.1. which party was responsible for identifying the third party
content; and
3.3.2. which party provided the introduction and contact for securing
access to the content.
3.4. Medsite reserves the right to add any content, whether their own or
licensed from a third party, to their Internet site or the Internet
site of a Medsite affiliate that may or may not be a part of the
HealthStream Course material regardless of the course.
3.5. Any and all rights not expressly granted by either of the parties to
the other are reserved by the respective party claiming reservation of
that right.
ARTICLE 4
PRICE AND PAYMENT
4.1. Medsite and HealthStream will meet quarterly to review pricing,
discounting policy and the rationale behind any discounts granted from
the previous quarter for healthcare related training courses, ad space
inventory, and Intranet products and services.
4.2. During the term of this Agreement, HealthStream shall pay to Medsite:
4.2.1. * of all Net Revenue derived from HealthStream * sold by
HealthStream.
4.2.2. * of all Net Revenue generated by Healthstream from the sale
of Medsite Courses, pursuant to the license granted in
Sec. 3.2.3. .
4.2.3. In the event that HealthStream requests, during the
development of the Courses, the use of Medsite's assistance,
then HealthStream shall pay * per hour for the conversion of
content or * per hour for the programming of Courses.
4.3. During the term of this Agreement, Medsite shall pay to HealthStream:
4.3.1. * of all Net Revenue derived from HealthStream * sold by
Medsite.
4.3.2. * of all Net Revenue derived from Transaction Fees from
HealthStream Courses or MedSite Courses sold by Medsite.
4.4. Medsite agrees to spend at least * marketing and promoting the
Education Channel in the twelve-month period following the Effective
Date.
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4.5. Medsite and HealthStream agree to deliver monthly sales statements that
detail Net Revenue and payment according to the percentages outlined in
this Article 4 to each other within forty five (45) days after the end
of each calendar month. These monthly reports shall indicate the total
number of Transactions and Ad Inventory for which either party derives
revenue. Each party shall submit monthly reports even if no royalties
or other amounts are due for such month. A monthly finance charge based
on an annual rate of prime plus 2% will be assessed on all amounts that
are paid later than forty five (45) days after the end of the last
month.
4.6. Medsite shall be responsible for any costs associated with the
licensing of third party applications such as database licenses which
are required for the proper functioning of T.NAV Commerce, hosting and
Internet access services necessary for distribution including, but not
limited to, the hardware infrastructure to meet additional demand.
HealthStream, however, shall be responsible for all taxes based upon
its personal property ownership and gross or net income.
ARTICLE 5
INDEMNIFICATION FOR INFRINGEMENT
5.1. HealthStream represents and warrants that to the best of its knowledge:
5.1.1. T.NAV Commerce does not infringe any copyright or patent
enforceable under the laws of any country; and
5.1.2. T.NAV Commerce does not violate the trade secret rights of any
third party; and
5.2. HealthStream agrees to indemnify, hold harmless, and defend Medsite
from any and all damages, costs, and expenses, including reasonable
attorneys' fees, incurred in connection with a claim which constitutes
a breach of the warranties set forth in Section 5.1 and where judgment
has been rendered (hereinafter claims under Subsections 5.1.1 and 5.1.2
shall collectively be referred to as "Infringement Judgments");
provided, HealthStream is notified promptly in writing of an
Infringement Judgment and has sole control over its defense or
settlement, and Medsite provides reasonable assistance in the defense
of the same.
5.3. HealthStream shall have no liability for any Infringement Judgment
based on Medsite's:
5.3.1. use or distribution of T.NAV Commerce after HealthStream's
written notice that Medsite should cease use or distribution
of T.NAV Commerce due to an Infringement Judgment, or
5.3.2. combination of T.NAV Commerce with a non-HealthStream program
or data if such Infringement Judgment would have been avoided
by the exclusive use of T.NAV Commerce.
5.4. For all Infringement Judgments arising under Section 5.3, Medsite
agrees to indemnify and defend HealthStream from and against all
damages, costs, and expenses, including reasonable attorneys' fees. In
the event HealthStream notifies Medsite that it should cease
distribution of T.NAV Commerce due to an Infringement Judgment, Medsite
may terminate this Agreement.
ARTICLE 6
INTELLECTUAL PROPERTY PROVISIONS
6.1. Both parties will cause to appear on all marketing or promotional
materials concerning the healthcare related training courses, the other
party's copyright, trademark, or patent notices.
6.2. The parties agree that ownership for any invention conceived or
developed during the course of this Agreement shall vest in accordance
with the patent rules governing inventorship.
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6.3. To the extent that source code is written by either party title shall
vest in the party who has written such code.
6.4. Each party is responsible for protecting, documenting, and maintaining
its own intellectual property. Except as expressly set forth herein,
this Agreement does not grant either party any proprietary rights of
any type in the other party's materials, services or Content.
6.5. Both parties acknowledge that, except as otherwise provided herein,
each party owns and retains all right, title and interest in and to its
own Content provided to the other party.
6.6. HealthStream acknowledges that Medsite owns and retains all right,
title and interest in and to Medsite's World Wide Web site and all
Medsite's products, services and derivatives thereof arising from the
performance of this Agreement.
6.7. Medsite acknowledges that, except for the license granted to Medsite in
Section 3.1 herein, HealthStream owns and retains all right, title and
interest in and to T.NAV Commerce, the T.NAV Commerce source code, and
the T.NAV Commerce object code.
ARTICLE 7
PROHIBITION AGAINST ASSIGNMENT AND SUBLICENSE
This Agreement, and any rights or obligations hereunder, shall not be assigned
or sublicensed (except as permitted in this Article 7) by either party.
Notwithstanding the foregoing, this Agreement may be assigned to a successor in
interest to all of a party's assets or substantially all of a party's assets and
shall inure to the benefit of and be binding upon successors or purchasers of
substantially all of either party's assets.
ARTICLE 8
TERM OF AGREEMENT
Provided this Agreement has been properly executed by an officer of Medsite and
by an officer of HealthStream, the term of this Agreement ("Term") shall run
from the Effective Date until three (3) year(s) after the Effective Date, and
thereafter be automatically extended for additional one (1) year periods unless
either party provides thirty (30) days written notice to the non-terminating
party.
ARTICLE 9
DEFAULT AND TERMINATION
9.1. The non-defaulting party may terminate this Agreement in its entirety
if any of the following events of default occur:
9.1.1. if the defaulting party materially fails to perform or comply
with this Agreement or any provision hereof;
9.1.2. if the defaulting party fails to strictly comply with the
provisions of Article 12, or makes an assignment in violation
of Article 7;
9.1.3. if a party becomes insolvent or admits in writing its
inability to pay its debts as they mature, or makes an
assignment for the benefit of creditors;
9.1.4. if a petition under any foreign, state, or United States
bankruptcy act, receivership statute, or the like, as they now
exist, or as they may be amended, is filed by a party; or
9.1.5. if such a petition is filed by any third party, or an
application for a receiver of a party is made by anyone and
such petition or application is not resolved favorably or
discharged to such party within ninety (90) days.
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9.2. Termination due to a breach of Articles 7 or 12 shall be effective upon
notice. In all other cases termination shall be effective sixty (60)
days after notice of termination to the defaulting party if the
defaults have not been cured within such sixty (60) day period. The
rights and remedies of the parties provided herein shall not be
exclusive and are in addition to any other rights and remedies provided
by law or this Agreement.
ARTICLE 10
OBLIGATIONS UPON TERMINATION
10.1. From and after termination or expiration of this Agreement, Medsite
shall not employ T.NAV Commerce or portion thereof which is owned by
HealthStream, as part or portion of any product that Medsite may use,
sell, assign, lease, license, or transfer to third parties. Provided
however, Courses which have been paid for by a customer shall be able
to be delivered and fulfilled by MedSite. Both parties shall cease and
desist from all use of the other party's name(s) and associated
trademark(s) and, upon request, deliver to the other party or its
authorized representatives or destroy all material upon which those
name(s) and the associated trademarks appear.
10.2. Articles 5, 6, 10, 11, 12, 13, 14, Section 15.1, and Article 16 shall
survive termination or expiration of this Agreement.
ARTICLE 11
WARRANTIES, LIMITATION OF LIABILITY AND REMEDIES
HealthStream represents and warrants that T.NAV shall operate and perform
according to specifications attached hereto as Exhibit A. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES. ANY AND
ALL OTHER IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING THOSE FOR
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.
NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING WITHOUT
LIMITATION LOST PROFITS, UNLIQUIDATED INVENTORY, ETC.), INCIDENTAL, INDIRECT,
ECONOMIC, OR PUNITIVE DAMAGES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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ARTICLE 12
NONDISCLOSURE AGREEMENT
12.1. HealthStream expressly undertakes to retain in confidence all
information and know-how transmitted to HealthStream by Medsite that
Medsite has identified as being proprietary and/or confidential or
that, by the nature of the circumstances surrounding the disclosure,
ought in good faith to be treated as proprietary and/or confidential,
and will make no use of such information and know-how except under the
terms and during the existence of this Agreement. HealthStream shall
not disclose, disseminate or distribute any such confidential
information or know how to any third party without Medsite's prior
written consent. HealthStream agrees to use the same degree of care to
protect Medsite confidential information as HealthStream takes to
protect its own confidential information of like importance. However,
HealthStream shall have no obligation to maintain the confidentiality
of information that:
12.1.1. it received rightfully from another party prior to its receipt
from Medsite; or
12.1.2. Medsite has disclosed to a third party without any obligation
to maintain such information in confidence.
12.2. Further, HealthStream may disclose confidential information as required
by governmental or judicial order, provided HealthStream gives Medsite
prompt notice of such order and complies with any confidentiality or
protective order (or equivalent) imposed on such disclosure.
HealthStream shall treat the terms and conditions of this Agreement as
confidential; however, HealthStream may disclose such information in
confidence to its immediate legal and financial consultants as required
in the ordinary course of HealthStream's business. HealthStream's
obligation under this Article 12 shall extend to the earlier of such
time as the information protected hereby is in the public domain
through no fault of HealthStream or five (5) years following
termination or expiration of this Agreement. HealthStream shall not
disclose any information on Medsite's unannounced products to
HealthStream's employees or any third party.
12.3. Medsite shall have the same obligations in Sections 12.1 and 12.2 above
with respect to HealthStream's information and know-how. In addition,
Medsite shall treat all T.NAV Commerce materials (including source
code) as confidential information and shall not disclose, disseminate,
or distribute such materials to any third party without HealthStream's
prior written permission.
12.4. Both parties shall prepare a mutually acceptable press release, if any,
to announce this Agreement.
ARTICLE 13
AUDITS
13.1. During the term of this Agreement, the parties hereto agree to keep all
usual and proper records and books of account and all usual and proper
entries relating to each T.NAV Commerce licensed consistent with
generally accepted accounting principles.
13.2. HealthStream may cause an audit to be made of the applicable Medsite
records that pertain to this Agreement for the sole purpose of
verifying royalty reports issued by Medsite to HealthStream and prompt
adjustment shall be made to compensate for any errors or omissions
disclosed by such audit. Any such audit shall be conducted by an
independent certified public accountant of national stature (e.g.,
Deloitte) selected by HealthStream (other than on a contingent fee
basis) and shall be conducted during regular business hours at
Medsite's offices and in such a manner as not to interfere with
Medsite's normal business activities. Any such audit shall occur no
more than once per calendar year and within six (6) months of the end
of the calendar year. HealthStream shall pay for any such audit unless
Material discrepancies are disclosed. "Material" shall mean the lesser
of Five Thousand Dollars (US$5,000.00) or five percent (5%) of the
amount that should have been reported. If Material discrepancies are
disclosed, Medsite agrees to pay
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HealthStream the costs associated with the audit not to exceed Five
Thousand Dollars (US$5,000.00). The auditor shall only disclose the
correct data and amounts as called for on the royalty reports.
13.3. Medsite may cause an audit to be made of the applicable HealthStream
records and facilities for the sole purpose of verifying any reports
issued by HealthStream to Medsite, and prompt adjustment shall be made
to compensate for any errors or omissions disclosed by such audit. Any
such audit shall be conducted by an independent certified public
accountant of national stature (e.g., Deloitte) selected by Medsite
(other than on a contingent fee basis) and shall be conducted during
regular business hours at HealthStream's offices and in such a manner
as not to interfere with HealthStream's normal business activities. Any
such audit shall be paid for by Medsite unless Material discrepancies
are disclosed. 'Material" shall mean the lesser of Five Thousand
Dollars (US$5,000.00) or five percent (5%) of the amount that should
have been reported. If Material discrepancies are disclosed,
HealthStream agrees to pay Medsite for the costs associated with the
audit not to exceed Five Thousand Dollars (US$5,000.00). In no event
shall audits be made more frequently than annually unless the
immediately preceding audit disclosed a Material discrepancy. The
auditor shall only disclose the correct data and amounts as called for
on the royalty reports.
13.4. Any statement shall affect neither the right to examine and audit nor
the right to receive an adjustment to the contrary, appearing on checks
or otherwise, unless expressly agreed to in writing by the party having
such right.
13.5. In the event that either party makes any claim with respect to an
audit, upon the audited party's written request the party who has
requested such audit will make available to the audited party the
records and reports pertaining to such audit prepared by the
independent auditor who performed such audit.
ARTICLE 14
NOTICES AND REQUESTS
All notices, authorizations, and requests in connection with this Agreement
shall be deemed given on the day they are deposited in the U.S. mails, postage
prepaid, certified or registered, return receipt requested, or sent by air
express courier, charges prepaid; and addressed as follows:
MEDSITE: Xxxxxxx.xxx, Inc
Attn: Xxxxxx Xxxxxx
00 X 00xx xx. 0xx xxxxx
Xxx Xxxx, XX 00000
HEALTHSTREAM: HealthStream, Inc.
Attn: Xxxxxx X. Xxxxx, Xx.
General Counsel
000 00xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
or to such other address as the party to receive the notice or request so
designates by written notice to the other.
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ARTICLE 15
CONTROLLING LAW
15.1. This Agreement shall be construed and controlled by the laws of the
State of Tennessee.
15.2. Neither this Agreement, nor any terms and conditions contained herein,
shall be construed as creating a partnership, joint venture or agency
relationship or as granting a franchise as defined in 16 CFR Section
436.2(a). The price and payment described in Article 4 of this
Agreement shall be construed as a royalty fee for the rights granted in
Article 3 of this Agreement, and not as a franchise fee.
ARTICLE 16
ATTORNEYS' FEES
If either HealthStream or Medsite employs attorneys to enforce any rights
arising out of or relating to this Agreement, the prevailing party in any
proceeding shall be entitled to recover its reasonable attorneys' fees, costs
and other expenses.
ARTICLE 17
GENERAL
17.1. This Agreement does not constitute an offer by HealthStream and it
shall not be effective until signed by both parties. Upon execution by
both parties, this Agreement shall constitute the entire agreement
between the parties with respect to the subject matter hereof and
replaces and supplants all prior and contemporaneous communications. It
shall not be modified except by a written agreement signed on behalf of
Medsite and HealthStream by their respective duly authorized
representatives. Unless agreed to in a separate writing signed by both
parties, any statement appearing as a restrictive endorsement on a
check or other document which purports to modify a right, obligation or
liability of either party shall be of no force and effect.
17.2. 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. If this
Agreement as it relates to any product(s) licensed hereunder shall be
held by a court of competent jurisdiction to be invalid, illegal, or
unenforceable or if this Agreement is terminated as to particular
product(s), this Agreement shall remain in full force and effect as to
the remaining product(s).
17.3. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of
the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized
representative of the waiving party.
17.4. The Article headings used in this Agreement and the attached Exhibits
are intended for convenience only and shall not be deemed to supersede
or modify any provisions.
17.5. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter of this Agreement and
merges all prior discussions and correspondence between them, and
neither of the parties shall be bound by any modification of this
Agreement, or by any conditions, definitions, warranties, or
representations with respect to the subject matter of this Agreement,
other than as expressly provided in this Agreement or as duly set forth
on or subsequent to the date hereof in writing and signed by a duly
authorized representative of the party to be bound thereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in Section 1.5 above. All signed copies of this Agreement shall
be deemed originals.
Xxxxxxx.xxx, Inc. HealthStream, Inc.
By: /s/ By: /s/ Xxxxxx X. First, Jr.
-------------------------- --------------------------
Title: Exec. Vice President Title: Chief Executive
------------------------ -----------------------
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EXHIBIT A
T.NAV COMMERCE SPECIFICATIONS
The Training Navigator(TM) Commerce system manages and delivers web-based course
content as defined in 1.5 of this Software Licensing Agreement. The system
requires the following hardware and software at a minimum:
HARDWARD OS SOFTWARE
------------------------------------------------------------------------------------------------------------
STUDENT PC
MINIMUM 100Mhz Pentium or Windows 3.1, 95/98, NT; Netscape Navigator 3.x or
greater, 32MB RAM, Mac 7.5 or greater greater, Microsoft Internet
Windows Compatible Sound Explorer 3.x or greater,
Card, Network card or
56K Modem; Macintosh
PowerPC 66Mhz or
greater, 32MB RAM
------------------------------------------------------------------------------------------------------------
RECOMMENDED 233Mhz Pentium or Win 95/98 or NT 4.x (or Netscape Navigator 4.x,
greater, 32MB RAM, greater) Microsoft IE 4.x
Windows Compatible
Sound Card, Network
card or 56K Modem
------------------------------------------------------------------------------------------------------------
DATABASE
MINIMUM Pentium 200, 32 MB RAM, Win 95/98 DATABASE: Sybase SQLAnywhere
1GB HD, 4X CD, Win 95 5.5 Pro
------------------------------------------------------------------------------------------------------------
RECOMMENDED Dual or Quad Pentium II Win NT Server 4.x DATABASE: Microsoft SQLServer
400, 256 MB RAM, 8X CD, 6.5
16GB HD
------------------------------------------------------------------------------------------------------------
WEB & CONTENT SERVER
MINIMUM Pentium 200, 32 MB RAM, Win 95/98 WEB SERVER: X'Xxxxxx Website
1GB HD, 4X CD, Win 95 1.1 or Microsoft IIS 4.x
MIDDLEWARE: Xxxxxxx Cold Fusion
3.x
------------------------------------------------------------------------------------------------------------
RECOMMENDED Dual or Quad Pentium II Win NT Server 4.x WEB SERVER: Microsoft IIS 4.0
000, 000 XX XXX, 0X XX, XXXXXXXXXX: Xxxxxxx Cold Fusion
4GB HD 3.1
------------------------------------------------------------------------------------------------------------
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