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EXHIBIT 10.2
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is made this 5th day of
February, 1997, by and between International Youth Institute ("IYI") and Youth
Services International, Inc. ("YSI").
Whereas, YSI is currently in the business of operating youth
development programs and the like; and
Whereas, YSI desires and plans to expand its business into other
related fields; and
Whereas, IYI is currently in the business of training workers employed
in youth development programs or the like and providing materials and/or
products related thereto; and
Whereas, IYI desires and plans to expand its business into training
related fields including, but not limited to, academics, institutions, churches,
community and social organizations, and those that work with today's youth.
In furtherance of each party's respective business interests, the
parties hereby agree as follows:
1. Conveyance of Property Rights. YSI has sold and assigned all
rights, title, and interest in ideas, plans, other documents, know-how and all
other forms of intellectual property, whether tangible or intangible, made
available to IYI as well as by the transfer of 11 former employees, more or
less, YSI to IYI.
2. Consideration. IYI agrees to pay YSI the sum of $700,000 and
to grant to YSI a non-exclusive, non-assignable, perpetual license to use any
and all intellectual property transferred by YSI to IYI as part of this
transaction. This sum is payable 90 days after confirming agreements are signed.
3. IYI Obligations. IYI agrees to provide:
A. Tier I training at all YSI operated facilities for a
period of five (5) years commencing January 1, 1997.
Said Tier I training includes:
(i) Training need assessment;
(ii) Quality assurance, performance analysis and
monthly reporting;
(iii) Standard orientation of new employees;
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(iv) Modified orientation for non-standard programs;
(v) Annual certification training;
(vi) Development and delivery of a selective
supervisor training curriculum.
B. Tier II training consisting of selective courses for
continuation training (where not required by Tier I)
and various training products (e.g. independent study
material, video tapes and correspondence courses).
C. Tier III training consisting of program specific
adjustments to the Tier I training.
4. YSI Obligations. YSI agrees to:
A. Use IYI to satisfy YSI's training needs during the
five (5) year term as defined in the Training
Services Agreement.
B. Pay IYI for Tier I, II and III training as specified
in the Training Services Agreement.
5. Obligations of Both Parties. Both parties agree:
A. To complete all necessary confirming agreements
within 30 days from the date of this MOU is signed.
B. To cooperate with the other party in marketing
complementary services, developing new markets and
exchanging information in support of said marketing
and developing efforts. Both parties will ensure that
no disclosure of proprietary data occurs.
C. Termination provisions will be specifically defined
in the Training Services Agreement.
D. That each party will not compete in, or directly
assist others to compete in, the current or future
business of the other party.
E. Release one another, their agents, successors and
assigns from any and all claims, disputes, causes of
action, agreements, promises, and liabilities from
the beginning of time through and including the date
of any agreements entered into pursuant to this
letter of intent.
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IN WITNESS WHEREOF, the parties hereto have caused this MOU to be
executed by their duly authorized representative as of the date first written
above.
INTERNATIONAL YOUTH YOUTH SERVICES
INSTITUTE, INC. INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXX By: /s/ XXXXXXX X. XXXX
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Xxxx X. Xxxxx, Chairman Xxxxxxx X. Xxxx, CEO
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