Exhibit 10.16
CONSORTIUM AGREEMENT
This Academic Consortium Agreement made as of the _____ day of
_____, 2005 (the "EFFECTIVE DATE") by and between Sonoma College, Inc., a
California corporation having its principal place of business at 0000 Xxxxx
Xxxxx Xxxxxxxxx, Xxxxx000, Xxxxxxxx Xxxxxxxxxx 00000 ("SONOMA") and Citi College
of Allied Health, Chicago, Illinois ("CCAH") and together with Sonoma, the
"PARTIES" and each individually, a "PARTY").
WHEREAS each of the Parties has developed and created, educational,
proprietary degree and/or certificate programs (each a "PROGRAM" and
collectively, "PROGRAMS") which incorporate intellectual property and other
proprietary rights of such Party, including without limitation Content (as
defined herein); and
WHEREAS, Sonoma has developed proprietary technology to deliver its
general educational courses to students which consists of software methodologies
and other proprietary technologies, methods, plug-ins, trade secrets and
know-how (the "SONOMA PLATFORM"); and
WHEREAS, the Parties agree that the Consortium will initially focus
on providing Sonoma's MRI Technologist Program at campus(es) owned and/or
operated by CCAH.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements herein contained and other valuable consideration, the
receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties
covenant and agree as follows:
I. DEFINITIONS.
"CONTENT" means text, pictures, sound, graphics, video and data
provided by a Party to the other Party, as such materials may be modified from
time to time.
"INTELLECTUAL PROPERTY" means any and all now known or hereafter
known tangible and intangible: (a) rights associated with works of authorship
throughout the universe, including but not limited to copyrights, moral rights,
and mask-works, (b) trademark, servicemark, trade dress and trade name rights
and similar rights, (c) trade secret rights, (d) patents, designs, algorithms
and other industrial property rights, and (e) all other intellectual and
industrial property rights (of every kind and nature throughout the universe and
however designated (including without limitation logos, "rental" rights and
rights to remuneration), whether arising by operation of law, contract, license,
or otherwise, and all registrations, initial applications, renewals, extensions,
continuations, divisions or reissues hereof now or hereafter in force (including
any rights in any of the foregoing).
II. RESPONSIBILITIES OF THE PARTIES.
A. During the Term, the Parties shall cooperate with each
other to identify certain Programs, that are currently offered by one
Party through its facilities but not by the other Party, that the Parties
mutually agree would be in their respective best interests
to also make available through the other Party's facilities as a satellite
program ("SATELLITE PROGRAM").
B. For each Program identified pursuant to Paragraph II. A
above, the Parties shall complete and sign a separate Program
specification (each a "PROGRAM SPECIFICATION" ) which shall reference this
Agreement, and each such signed Program Specification shall be attached as
an Exhibit to this Agreement and become a part of this Agreement. It is
understood, however, that neither Party is obligated to license the use of
a Program or any Content to the other Party until, unless, and only to the
extent that a Program Specification is signed by both Parties.
C. Each Program Specification shall describe the Program,
the responsibilities of each of the Parties in connection with the
Satellite Program ("RESPONSIBILITIES"), any Content, to be delivered to
the other Party in connection with the Satellite Program ("DELIVERABLES"),
and the effective commencement date for the Satellite Program ("PROGRAM
COMMENCEMENT DATE"). Each of the Parties shall use its best efforts to
perform its Responsibilities and deliver the Deliverables in accordance
with the schedules set forth in the Program Specification. Each party
recognizes that time is of the essence with respect to all aspects of this
agreement and the subject matter hereof.
III. GRANT OF LICENSE.
A. Subject to the terms and conditions of this Agreement,
each of the Parties shall grant the other Party a limited, non-exclusive,
non-transferable, world-wide license ("LICENSE") to use any Content that
it provides to the other Party pursuant to this Agreement, solely to the
extent expressly set forth in the applicable Program Specification (the
"INTENDED USE"). All fields of use not expressly included within the
Intended Use are specifically excluded from the scope of the License. In
no event will a Party remove or alter any proprietary notice of the other
Party, or any third party, contained on or any of the Content without the
prior written consent of the Party that provided such Content.
IV. CONFIDENTIALITY.
A. Confidential Information. "CONFIDENTIAL INFORMATION"
shall include all information and data furnished by one Party to the
other, whether in oral, written, graphic or machine-readable form,
including without limitation, code (source and object) specifications,
user, operations or systems manuals, diagrams, graphs, models, sketches,
technical data, flow charts, research, business or financial information,
plans, strategies, forecasts, forecast assumptions, business practices,
marketing information and material, student and suppliers names and data,
proprietary ideas, concepts, know-how, methodologies and all other
information related to the disclosing party's business. For purposes of
this Agreement, Confidential Information shall not include, and the
obligations provided hereunder shall not apply to, information that: (a)
is now or subsequently becomes generally available to the public through
no fault of the recipient; (b) recipient can demonstrate was rightfully in
its possession prior to disclosure by the other party; (c) is
independently developed by the recipient without the use of any
Confidential Information provided by the other party; (d) recipient
rightfully obtained or obtains from a third party who has the right,
2
without obligation to the other party, to transfer or disclose such
information; or (e) is released or approved for release by the other party
without restriction.
B. Care and Protection. Each party shall protect the other
party's Confidential Information using at least the same standard of care
that applies to its own similar Confidential Information, but not less
than a reasonable standard of care.
C. Exceptions. Either party may disclose the other party's
Confidential Information as required by any order of any government
authority, or otherwise as required by law, or as necessary to establish
and enforce that party's rights under this Agreement. Before disclosing
the other party's Confidential Information for such purpose, reasonable
effort must be made to notify the other party of the circumstances, and
the parties shall cooperate with each other to obtain protection for the
confidentiality thereof to the extend available.
D. Term of Confidentiality. Each party's obligation to
protect the other party's Confidential Information shall expire five (5)
years after the date of each respective disclosure thereof.
All of the provisions of this paragraph IV shall survive any
termination of this Agreement.
V. OWNERSHIP
A. Each party acknowledges and agrees that it does not have
any claim, right, title or interest in or to the other party's
Intellectual Property except as explicitly provided herein. Further, each
party acknowledges and agrees that it will use the other party's
Intellectual Property solely as expressly permitted under this Agreement
and in a manner consistent with the terms and conditions of this
Agreement. Nothing contained in this Agreement will give either party any
right, title or interest in or to any Intellectual Property of the other
party, except for the limited rights expressly granted hereunder. Each
party acknowledges and agrees that the other party (and its licensors, if
applicable) has complete authority to control the use of its Intellectual
Property. Nothing in this Agreement contemplates the joint development,
joint works of authorship, or joint ownership of any Intellectual
Property, and this Agreement shall not be construed so as to effect such
joint development, joint works of authorship or joint ownership. If the
parties desire to engage in any joint development efforts during the Term,
the ownership rights of such developments will be established in a writing
signed by an authorized member of each party and amended to this
Agreement. Without limiting the foregoing, any Content provided by Sonoma
to CCAH pursuant to the Agreement ("SONOMA CONTENT"), the Sonoma Platform
and all associated Intellectual Property rights are, and will remain, the
sole and exclusive property of Sonoma or its third-party licensors, and no
license, right, title, interest in and/or to the Sonoma Content or Sonoma
Platform is granted to CCAH except as set forth in this Agreement.
Likewise, any Content provided by CCAH to Sonoma pursuant to the Agreement
("CCAH CONTENT") and all associated intellectual property rights are, and
will remain, the sole and exclusive property of CCAH, and no license,
right, title, interest in and/or to the CCAH Content is granted to Sonoma
except as set forth in this Agreement.
3
All of the provisions of this paragraph V shall survive any
termination of this Agreement.
VI. FEES, PAYMENT AND RELATED MATTERS.
A. All tuition and all other fees payable by or on behalf
of a student in connection with a Satellite Program (collectively, the
"TUITION FEES"), shall be collected by the Party that maintains
administration and academic oversight of the Satellite Program and
associated Program as set forth in the Program Specification (the "PROGRAM
ADMINISTRATOR"). The Parties agree that the Party collecting the Tuition
Fees shall pay to the other Party a percentage (the "FEE PERCENTAGE") of
the Net Fees received by the Program Administrator in connection with the
Satellite Program, such percentage shall be mutually agreed between the
Parties and set forth in the applicable Program Specification. "NET FEES"
means the Tuition Fees actually received by the Program Administrator less
any applicable taxes, duties, discounts, refunds or credits, provided that
any discounts or credits are in accordance with the Program
Administrator's standard policies.
B. The Program Administrator shall, in its sole discretion,
determine the amount of Tuition Fee and any other fees that are payable by
a student enrolled in a Satellite Program; provided, however the Tuition
Fee and any other fees shall be set forth in the Program Specification.
The Program Administrator may, in its sole discretion, amend the Tuition
Fee; provided, however, that it shall not change the Tuition Fee for any
academic semester that has already commenced, and that it shall provide
the other Party with sixty (60) days advance notice, in writing, prior to
making any such change.
C. Within twenty (20) days after the end of each calendar
month during the Term, the Program Administrator shall deliver to the
other Party the Fee Percentage of the Net Fees together with a certificate
of a duly authorized and responsible employee of the Program Administrator
setting forth the Net Fee calculations during such calendar month and any
and all other information necessary for the determination of Tuition Fees
payable to the other Party under this Agreement.
D. The Parties agree to review the Fee Percentage set forth
in each Program Specification each calendar quarter of the Term. Any
amendments to a Fee Percentage shall not be effective unless it is stated
in writing and is executed on behalf of each Party.
E. The Program Administrator will keep such records as will
enable the Fees payable hereunder to be accurately determined by the other
Party. Such records will be retained by the Program Administrator and made
available to auditors selected by the other Party for examination at the
request and at the expense of the other Party during reasonable business
hours at the offices of the Program Administrator as set forth in the
Program Specification for a period of at least five (5) years after the
date of the transactions to which the records relate. Any confidential
information obtained by such auditors regarding the business of the
Program Administrator shall be held in strict confidence by such auditors
and the other Party, except as may be necessary to prosecute an action to
collect Fees. The Program shall reimburse the other Party for the costs of
such audit if the
4
audit determines that the Fees due as stated in any such certificate is
understated by more than five percent (5%).
VII. WARRANTIES AND COVENANTS.
A. Each Party does hereby represent and warrant that this
Agreement has been duly and validly authorized and executed by it and is
its valid and binding obligation. Each party further warrants that the
execution of this Agreement does not, and with the passage of time, will
not, materially conflict with or constitute a breach under any other
agreement, judgment of instrument to which it is currently a party or by
which it is currently bound.
B. Each Party does hereby represent and warrant that it is
authorized by the state in which its campuses are located to provide each
of the Program(s) and Satellite Program(s) set forth on a Program
Specification in the manner required by this Agreement.
C. Each Party does hereby represent and warrant to the
other Party that: (i) it has the right to grant the license to use its
Content without the other Party directly or indirectly being required to
pay a royalty to any third party; (ii) to the best of its knowledge, use
of its Content or any part thereof will not infringe upon or violate the
intellectual-property, publicity or privacy rights of any third party;
(iii) to its knowledge any of its Content will not be defamatory, lewd,
pornographic or obscene; (iv) to its knowledge that its Content will be in
compliance with all applicable laws, and will not violate any laws
regarding unfair competition, anti-discrimination or false advertising;
(iv) no claim by any third party contesting the validity of any
intellectual property rights in the Content has been made, is currently
outstanding or, to the best knowledge of the Party, is threatened, and the
Party has not received any notice of and is not aware of any fact
indicating any infringement, misappropriation or violation by others of
any intellectual property rights in its Content; (v) to its knowledge its
Content will not contain any virus, worm, "trojan horse", time bomb or
similar contaminating or destructive feature ; and (vi) it will not
knowingly infringe the patent, copyright or other proprietary rights in
the other Party's Content nor knowingly assist others in doing so.
D. EXCEPT AS STATED HEREIN, THE SONOMA PLATFORM IS LICENSED
AS-IS. IT IS UNDERSTOOD THAT SONOMA IS NOT MAKING AND EXPRESSLY DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF ANY OTHER PRODUCT MADE
BY OR FOR CCAH, EXCEPT THAT "THE SONOMA PLATFORM" AS CONTAINED IN THE
DELIVERABLES AND STANDING ALONE, WILL NOT INFRINGE THE PATENTS,
COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY PROPERTY RIGHTS OF ANY THIRD
PARTY.
E. EXCEPT AS STATED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5
F. REGARDLESS OF WHETHER ANY REMEDY HEREIN FAILS OF ITS
ESSENTIAL PURPOSE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE
CONTENT OR THE USE OF THE SAME (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST INFORMATION, LOST SAVINGS, LOST PROFITS OR BUSINESS INTERRUPTION),
EVEN IF SUCH PARTY HAS BEEN INFORMED, IS AWARE, OR SHOULD BE OR HAS BEEN
AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.
All of the provisions of this paragraph VII shall survive any
termination of this Agreement.
VIII. INDEMNIFICATION.
A. GENERAL. Each party agrees to indemnify and hold
harmless the other and its affiliates, and their respective officers,
agents and employees, from and against any and all loss, liability and
expense (including reasonable attorneys' fees) suffered or incurred
(collectively "DAMAGES")by reason of any third party claims, proceedings
or suits based on or arising out of: (i) breach of its representations and
warranties hereunder, or (ii) any claim for infringement of any third
party patent, copyright, trade secret, trademark or other proprietary
right. Indemnification shall apply provided that the party seeking
indemnification has given the indemnifying party prompt written notice of
any such claim, permits the indemnifying party to defend the claim and
have sole control over such defense, including appeals and all
negotiations to affect settlement, and gives the indemnifying party all
available information and assistance as is reasonably necessary for the
defense.
B. REMEDIES. If either party believes that any Intellectual
Property licensed or provided under this Agreement has become, or in the
opinion of such party may become, the subject of a claim for infringement,
the party may, at its election and expense: (i) procure for the other
party the right to continue using the same, or (ii) replace or modify the
same so that it becomes non-infringing. The party shall elect one of the
above remedies in the event of a preliminary or permanent court order
prohibiting use of the Intellectual Property on a temporary or permanent
basis. This section states each party's entire right and liability and
sole and exclusive remedies with regard to any intellectual property
infringement.
All of the provisions of this paragraph VIII shall survive any
termination of this Agreement.
IX. TERM AND TERMINATION.
A. Term. The term of this Agreement shall be for a period
of two (2) years from the Effective Date (the "INITIAL TERM"). Upon
expiration of the Initial Term, this Agreement shall renew for successive
two (2) year terms unless either Party shall give the other notice of its
desire not to so renew the term no less than ninety (90) days prior to the
6
expiration of the then-current two (2) year term (the Initial Term and
each such renewal term, collectively, the "TERM").
B. Termination for Cause. Either party may terminate this
Agreement during the Term as follows:
(i) in the event of a breach by the other Party of any
of material term (including obligation to pay) of this Agreement if the
breaching Party fails to correct or cure the breach within thirty (30)
days after receipt of written notice stating the nature of the breach, the
non-breaching Party shall have the option to: (i) continue this Agreement
until the end of the then current student term; or (ii) immediately
terminate this Agreement.
(ii) the other Party is declared insolvent or bankrupt,
or makes an assignment of substantially all of its assets for the benefit
of creditors, or a receiver is appointed or any proceeding is demanded by,
for or against the other party under any provision of the federal
Bankruptcy Act or any amendment to that Act that is not terminated within
thirty (30) days.
C. Effect of Termination for Cause. Upon Termination for
Cause, the terminated Party shall indemnify the other Party for any
Damages by reason arising out of such parties breach or insolvency.
D. Effect of Expiration of the Term or Termination without
Cause. Upon termination or expiration of the Term for any reason other
than for Cause, all rights and obligations of the parties under this
Agreement shall be extinguished, except that: (a) all accrued payment
obligations hereunder shall survive such termination or expiration; and
(b) any provisions which must survive in order to give effect to their
meaning, shall survive the completion, expiration, termination or
cancellation of this Agreement.
E. Within ten (10) days of the date of termination or
expiration of this Agreement, each Party shall return to the other Party
any Deliverables received by such Party pursuant to this Agreement or
otherwise.
X. MARKETING
A. Press Release. The Parties will jointly develop a press
release announcing this Agreement and the activities contemplated
hereunder which shall be issued at a time mutually determined by the
Parties. Prior to issuance of this initial press release, neither party
shall issue any press release on its own or make any public statement,
written, oral, or otherwise, regarding this Agreement and the activities
contemplated hereunder, without the other Party's prior written approval.
B. Marketing. Following issuance of the initial press
release, each party has the right to indicate publicly that it has entered
into this Agreement and may promote the other Party on its respective Web
site and in marketing materials, provided that each party will submit such
materials to the other Party for prior approval, which shall not be
7
unreasonably withheld or delayed. The parties may also jointly engage in
public relations, trade shows, trade associations and other marketing
activities in support of the launch and ongoing promotion of this
Agreement as they mutually determine.
XI. MISCELLANEOUS.
A. Any assignment by the Licensee requires the written
consent of the Licensor. Any transfer by the Licensor of the rights
licensed in this Agreement shall be subject to all provisions of the
present Agreement and the Licensor shall so notify the Licensee.
B. The headings and captions used in this Agreement are for
convenience only and are not to be used in the interpretation of this
Agreement.
C. The failure of either Party to require performance of
any provision of this Agreement shall not affect the right to subsequently
require the performance of such or any other provision of this Agreement.
The waiver of either Party of a breach of any provision shall not be
deemed to be a waiver of any subsequent breach of that provision or any
subsequent breach of any other provision of this Agreement.
D. The Parties are independent contractors and engage in
the operation of their own respective businesses. Neither Party is the
agent or employee of the other Party for any purpose whatsoever. Nothing
in this Agreement shall be construed to establish a relationship of
co-partners or joint venturers between the two Parties. Neither Party has
the authority to enter into any contract or to assume any obligation for
the other Party or to make any warranties or representations on behalf of
the other Party.
E. If any provision of this Agreement is, or is determined
to be, invalid, illegal or unenforceable, all remaining provisions of this
Agreement shall nevertheless remain in full force and effect, and no
provision of this Agreement shall be deemed to be dependent upon any
provision so determined to be invalid, illegal or unenforceable unless
otherwise expressly provided for herein. Should any provision of this
Agreement be found or held to be invalid, illegal or unenforceable, in
whole or in part, such provision shall be deemed amended to render it
enforceable in accordance with the spirit and intent of this Agreement
F. This Agreement has been entered into, delivered and is
to be governed by, construed, interpreted and enforced in accordance with
the laws of the State of California (without giving reference to
choice-of-law provisions) from time to time in effect.
G. If a dispute arises out of or relates to this Agreement
and if said dispute cannot be settled through direct discussions, the
Parties agree to first endeavor to settle the dispute in an amicable
manner by mediation administered by the American Arbitration Association
under its commercial mediation rules of JAMS/Endispute ("JAMS"), with the
following exceptions if in conflict: (a) one arbitrator shall be chosen by
JAMS; (b) each party to the arbitration will pay its pro rata share of the
expenses and fees of the arbitrator, together with other expenses of the
arbitration incurred or approved by the
8
arbitrator; and (c) arbitration may proceed in the absence of any party if
written notice (pursuant to the JAMS' rules and regulations) of the
proceedings has been given to such party. The parties agree to abide by
all decisions and awards rendered in such proceedings. Such decisions and
awards rendered by the arbitrator shall be final and conclusive and may be
entered in any court having jurisdiction thereof as a basis of judgment
and of the issuance of execution for its collection. The Parties hereby
consent to the non-exclusive jurisdiction of the courts of the State of
California or to any Federal Court located within the State of California
for any action arising out of, relating to, or in connection with, this
Agreement, and to service of process in any such action by registered
mail, return receipt requested, or by any other means provided by law.
Notwithstanding anything contained herein to the contrary, in the event of
an arbitration proceeding or litigation brought pursuant to the terms of
this Agreement, the prevailing Party shall be entitled to recover all
costs of such proceeding or litigation (including reasonable attorney
fees) from the other Party.
H. This Agreement contains the entire and exclusive
agreement of the Parties with respect to its subject matter. This
Agreement supersedes any agreements and understandings, whether written or
oral, entered into by the Parties prior to its effective date and relating
to its subject matter. No modification or amendment of this Agreement
shall be effective unless it is stated in writing, specifically refers
hereto and is executed on behalf of each Party.
I. Any notices required to be given or delivered to either
party under the terms of this Agreement will be in writing and addressed
to the party at the address and telephone number indicated below or such
other address or telephone number as the party may designate, in writing,
from time to time. All notices will be deemed to have been given or
delivered upon: (i) personal delivery; (ii) two (2) business days after
deposit with any return receipt express courier (prepaid); or (iii) one
(1) business day after transmission and confirmed receipt by telecopier.
If to Sonoma:
0000 Xxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
If to CCAH:
0000 X. Xxxxxxxxxxx Xxx
Xxxxxxx
XX-00000
Fax: (000) 000-0000
9
J. Except for failures to make any payment when due,
neither Party hereto shall be liable to the other for failure or delay in
meeting any obligations hereunder as the result of strikes, lockouts, war,
Acts of God, fire, flood or acts of government, if beyond the control of
such Party.
K. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have set their hands by their
duly authorized representatives as of the day and year first above written.
Sonoma College, Inc Citi College of Allied Health
By:____________________________________ By:____________________________________
Name:__________________________________ Name:__________________________________
Title:_________________________________ Title:_________________________________
10
EXHIBIT A
PROGRAM SPECIFICATION
PROGRAM
Associate of Science degree in Magnetic Resonance Imaging ("MRI") Technology
DELIVERABLES
Sonoma shall supply to CCAH, in such a form and at such times as mutual agreed
by the Parties, the following Deliverables:
1. All curricula for core competency courses to be taught in the satellite
classes.
o Physics I & II
o Cross sectional Anatomy I & II
o MRI Patient Care
2. Student handbooks for the MRI clinical externship.
3. MRI Program application forms, marketing material and such other
information as Sonoma, in its sole discretion deems necessary.
SONOMA RESPONSIBILITIES.
1. Sonoma shall offer potential students the ability to enroll in the
Associate of Science degree in MRI Technology (the "MRI SATELLITE
PROGRAM") and attend classes at the campus(es) owned and/or operated by
CCAH (the "CCAH CAMPUS(ES)").
2. Sonoma shall have primary responsibility for the administrative and
academic oversight of every aspect of the MRI Satellite Program. Sonoma
shall perform enrollment and registration, financial aid administration,
record keeping, and grade reporting for all students enrolled through
the CCAH campus(es).
3. Sonoma shall provide CCAH with such Sonoma Content and support as Sonoma
reasonably deems necessary for CCAH and its employees to provide
potential students with information about the MRI Satellite Program and
submit an application form through CCAH's campus(es), which shall
include without limitation marketing material and the MRI Satellite
Program application forms.
4. Sonoma shall be responsible for storing all student, faculty, and
administrative records at the Sonoma main campus.
5. Sonoma shall supply CCAH with sources for all textbooks that are
required as part of the MRI Satellite Program.
6. Sonoma shall provide online delivery of general education courses
through the Sonoma Platform to students enrolled in the MRI Program
through the CCAH campuses.
7. Sonoma will hire qualified CCAH instructors to teach both online and
classroom course in the MRI Satellite Program.
CCAH RESPONSIBILITIES.
1. CCAH and its employees shall perform such administrative and academic
services as Sonoma shall reasonably request in connection with the MRI
Satellite Program; provided, however, that CCAH, its staff and/or
faculty will not be reimbursed for any administrative and academic
services performed by its personnel hereunder, other than as
A-1
set forth in the Section headed "Fee Percentage" below. More
specifically, CCAH shall provide Sonoma with administrative assistance
in admissions and enrollment, financial aid, and marketing.
2. CCAH shall promptly forward all MRI Satellite Program application forms
together with any deposits to Sonoma.
3. CCAH shall use its reasonable commercial efforts to assist Sonoma to
hire the number and type of faculty and staff that the Parties mutually
agree are necessary to assist teaching and administering the MRI
Satellite Program at the CCAH campuses.
4. CCAH shall provide adequate classroom space for class size including:
o Tables and chairs
o Audio/video equipment
o Computer and digital projector with screen
o Overhead projector
o Internet access
5. CCAH shall provide access for students and staff on Saturdays,
including, but not limited to, keys, passcodes, keycards.
6. CCAH shall provide local assistance in procuring and maintaining MRI
clinical externship facility contracts. A sufficient number of regional
clinic facilities must be available to sustain a ratio of one (1)
student per MRI system. While unusual, some contracted facilities may
have more than one system therefore possessing the ability to
accommodate multiple students.
7. CCAH shall provide office space for dedicated Clinical Preceptor. The
Clinical Preceptor will perform the following duties:
o Develop clinic facility contracts
o Maintain established contracts
o Provide education on proper training techniques to
clinic personnel
o Supervise students during the clinical externship
8. CCAH shall provide faculty to teach both online and classroom courses in
the MRI Satellite Program
GRANT OF LICENSE
Sonoma hereby grants to CCAH, and CCAH accepts, for the duration of the Term, a
limited, non-exclusive, non-transferable, world-wide license (the "SONOMA
LICENSE") to use the Sonoma Content and Sonoma Platform solely to the extent
necessary to provide courses in the MRI Program to students enrolled by Sonoma
in the MRI Satellite Program, pursuant to the terms and conditions of this
Agreement.
FEE PERCENTAGE.
Sonoma shall pay CCAH a Fee Percentage of Forty Percent (40%) of the Net Fees
received by Sonoma in connection with the MRI Satellite Program pursuant to
Paragraph VI of the Agreement. By way of example, see SCHEDULE A, attached
hereto.
PROGRAM COMMENCEMENT DATE.
The Parties agree to use reasonable efforts to begin the first consortium MRI
Satellite Program classes at the CCAH campuses on JUNE 27, 2005.
A-2
TUITION FEES AND COURSE BOOKS
The tuition fee for the MRI Satellite Program offered is $4,100 per semester or
$20,500 for the five semester degree program in addition to student fees which
total approximately $350 per semester.
Books and supplies are approximately $1,250 for the entire MRI Satellite
Program.
NON-COMPETE
CCAH agrees that during the Term and for a period of three (3) years thereafter,
it will not directly or indirectly compete with Sonoma in the MRI technology
academic/education marketplace.
Sonoma College agrees to give Right of First Refusal to CCAH in case of Sonoma
College or any other entity wants to market Sonoma College's program(s) in the
state of Illinois through a Consortium agreement or any other means or
arrangements.
Both parties acknowledge and agree that the restrictive covenants set forth in
this Section headed "Non-Compete" (the "RESTRICTIVE COVENANTS") are reasonable
and valid in geographical and temporal scope and in all other respects. If any
court determines that any of the Restrictive Covenants, or any part thereof, is
invalid or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full force and effect, without regard to
the invalid or unenforceable parts.
If any court determines that any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable for any reason, such court shall have the
power to modify such Restrictive Covenants or any part thereof and, in its
modified form, such Restrictive Covenants shall then be valid and enforceable.
Sonoma College, Inc Citi College of Allied Health
By:____________________________________ By:____________________________________
Name:__________________________________ Name:__________________________________
Title:_________________________________ Title:_________________________________
A-3
