AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
AND ZURICH INSURANCE COMPANY, U.S. BRANCH, FOR THE
OFFERING OF INTERACTIVE TELEVIDEO COURSES AND
DISTANCE LEARNING PROGRAMS
W I T N E S S E T H
AGREEMENT made this 12th day of August 1998, between Educational Video
Conferencing Inc. (hereinafter "EVC"), with offices located at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, and Zurich Insurance Company, U. S. Branch
(hereinafter "Zurich"), with offices located at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000.
Whereas, Zurich 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 Zurich
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 Zurich employees,
commencing with the Fall 1998 semester.
2. EVC will provide access to college courses via Zurich's 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 Zurich.
2.1 Zurich agrees that, in the event that desk top computers are
utilized, it will allow EVC to video enable existing computers at Zurich
locations to be mutually agreed upon in writing, at no cost to Zurich.
3. EVC will provide video enabled computers for Zurich 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.
3.1 In the event that, in the sole opinion of EVC, enrollment
justifies additional video conferencing room systems, EVC will provide such
additional video conferencing room systems that shall be compatible with
Zurich's installed base of video conferencing room systems at no cost to Zurich.
The cost of linking said additional video conferencing room systems to Zurich's
installed base of room systems shall be borne by Zurich.
3.2 EVC agrees to replace or upgrade the video conferencing room
systems, and if applicable, the video enabled computers it is providing
hereunder, no less than once every three years.
4. Zurich 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
Saturdays from 9 AM to 3 PM.
5. Zurich 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.
6. Zurich agrees that it will give its employees access to its
standard tuition reimbursement or advancement plan in connection with EVC
courses and learning programs.
7. EVC shall be permitted to offer such undergraduate and graduate
courses and learning programs as are approved by Zurich for tuition
reimbursement/advancement; such courses are to be offered by accredited
colleges, universities, and other institutions of learning.
7.1 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 from
accredited colleges and universities.
7.2 EVC and Zurich 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.
7.3 Courses which constitute a part of the core curriculum of any
college or university participating in the Zurich /EVC program may be eligible
for tuition reimbursement and/or advancement, so long as the individual courses
are applicable to approved degrees or major plans of study.
8. EVC agrees that Zurich 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.
8.1 Zurich employees will be required to arrange for the purchase of
course books and materials with the individual colleges and universities, and
neither Zurich nor EVC shall have any responsibility in this regard.
9. Zurich 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., in the event that for any reason they are not
eligible for, or do not receive tuition reimbursement/advancement as
contemplated herein.
10. Zurich 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.
11. Except as otherwise indicated in paragraph 12 below, Zurich
agrees that it will allow EVC to utilize its installed base of room systems and
telecommunications network to transmit courses to Zurich employees at no cost to
EVC.
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12. EVC agrees that it will pay all telecommunications costs,
including monthly charges, associated with signal transport from any educational
provider to EVC's bridge.
12.1 Zurich agrees that it will pay all telecommunication costs,
including monthly charges associated with signal transport from Zurich 's video
conferencing sites to EVC's bridge.
13. Zurich agrees that it will provide its employees with unfettered
access to suitable and appropriate facilities from which to participate in EVC
courses at no cost to EVC; Zurich shall be responsible for all HVAC,
electricity, maintenance, security (if applicable) and other costs associated
with providing such space to its employees.
14. The parties agree that they will fully cooperate with one another
in promoting the EVC program to Zurich employees and that Zurich will fully
promote this program to the best of their ability.
14.1 If possible, Zurich will allow EVC to utilize e-mail to
communicate with those employees who have indicated interest in enrolling in EVC
courses.
14.2 EVC agrees that it shall provide materials from the various
colleges and universities at no cost to Zurich, including but not limited to
brochures, surveys, registration materials, and videotapes.
14.3 Zurich agrees to distribute the materials provided by EVC not
less than three (3) times per semester to all its employees.
14.4 Zurich 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.
14.5 EVC shall be permitted to conduct open houses and registration
meetings at such Zurich 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 Zurich employees so as to
maximize potential registrations.
14.6 EVC shall be permitted to utilize Zurich logos, trademarks and
copyrighted materials for promotional pieces targeted at Zurich employees, only
upon prior, expressed written authorization.
15. Zurich 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; the colleges and
universities shall bear the entire burden of their own administrative functions,
including but not limited to, admissions, registration, academic advising, etc.
16. EVC shall compensate a coordinator (preferably a Zurich employee)
who shall be trained 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 Zurich 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, in its sole discretion, EVC determines that certain locations or
students require further training, EVC shall provide such further training by a
coordinator as each individual case warrants.
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17. Zurich shall grant EVC, its employees and/or agents, such access
to Zurich facilities as shall be reasonably necessary 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.
18. 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 expense.
18.1 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.
19. Zurich 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 Zurich; in addition,
Zurich agrees to immediately reimburse EVC for any costs associated with the
repair or replacement of any equipment lost, damaged or stolen while in Zurich's
possession.
19.1 In addition, Zurich agrees not to permit any other use, other
than by EVC, of its installed base of room systems, during any regularly
scheduled EVC class or course; Zurich further agrees to promptly repair or
replace, as necessary, any of its equipment or systems which will be utilized by
EVC in delivering access to classes and programs hereunder.
20. EVC shall maintain during the term of this Agreement the
following insurance:
(a) Workers' Compensation coverage in compliance with the laws
of each State in which the services hereunder or any
portion thereof are to be performed;
(b) Comprehensive General Liability coverage in the amount of
$2,000,000 per occurrence.
20.1 At Zurich's request, EVC shall provide Zurich with certificates
of insurance showing the insurance specified herein.
21. EVC shall indemnify and hold Zurich, its directors, officers,
employees, affiliates and subsidiaries harmless against and will reimburse
Zurich for any payment, loss, cost or expense (including reasonable attorneys'
fees) incurred by Zurich from any claim or suit asserted against Zurich in
respect of the death or bodily injury of any person or damage to real and/or
tangible personal property arising pursuant to the performance of EVC 's
obligations under this Agreement to the extent that the foregoing is caused by
any employee, agent, representative or contractor of EVC.
22. This Agreement may not be assigned by either party, without the
prior written consent of the other party. Notwithstanding the foregoing, Zurich
may assign all its rights, title and interests in and to this agreement to an
organization which succeeds to substantially or all of the business and/or
assets of Zurich, subject to providing written notice thereof to EVC.
23. Should EVC enter into a contract or agreement for the same or
substantially the same services as provided herein with any other Zurich
company, division, affiliate or branch, the terms of such and contract or
agreement shall be at least as favorable as the terms contained in this
Agreement.
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24. 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.
24.1 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 the anniversary date of this agreement, in which case this
agreement shall only have FOUR (4) YEARS remaining in its term.
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.
26. 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.
27. This agreement shall be construed and interpreted under the laws
of the State of New York.
28. 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.
29. 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.
30. 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.
ZURICH INSURANCE COMPANY, U. S. BRANCH EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xxxxxx Xxxx By: /s/ Xxxx X. XxXxxxx, Ph.D.
----------------------------------- ----------------------------------
Xxxxxx Xxxx Xxxx X. XxXxxxx, Ph.D.
Executive Vice President President
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