AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
AND XXXXXXX XXXXX FOR THE OFFERING OF INTERACTIVE
TELEVIDEO COURSES AND DISTANCE LEARNING PROGRAMS
W I T N E S S E T H
AGREEMENT made this 3rd day of June 1998, between Educational Video
Conferencing Inc. (hereinafter "EVC"), with offices located at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, and Xxxxxxx Xxxxx (hereinafter
"XXXXXXX XXXXX"), with offices located at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx
Xxxxxx 00000-0000.
Whereas, XXXXXXX XXXXX desires to provide its employees with access to
college courses and programs via Interactive Televideo Distance Learning and
Computer Based Distance Learning at XXXXXXX XXXXX locations more particularly
specified below, and,
Whereas, EVC has the ability to provide such access to 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 college courses and
learning programs via Interactive Televideo Distance Learning and Computer Based
Distance Learning to XXXXXXX XXXXX employees, commencing with the Fall 1998
semester.
2. EVC will provide access to college courses via XXXXXXX XXXXX'x
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 XXXXXXX XXXXX.
2.1 XXXXXXX XXXXX agrees that, in the event that desk top computers
are utilized, it will allow EVC to video enable existing computers at XXXXXXX
XXXXX locations to be mutually agreed upon in writing, at no cost to XXXXXXX
XXXXX.
3. EVC will provide video enabled computers for XXXXXXX XXXXX
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 and
install such additional room video conferencing systems that shall be compatible
with XXXXXXX XXXXX'x installed base of room video conferencing systems at no
cost to XXXXXXX XXXXX. The cost of linking said additional room
videoconferencing systems to XXXXXXX XXXXX'x installed base of room systems
shall be borne by XXXXXXX XXXXX.
4. XXXXXXX XXXXX 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 Saturday from 9 AM to 3
PM.
5. XXXXXXX XXXXX 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. XXXXXXX XXXXX agrees that it will give its employees access to its
standard tuition reimbursement or advancement plan in connection with EVC
courses.
7. EVC shall be permitted to offer such undergraduate and graduate
courses and learning programs as are approved by XXXXXXX XXXXX for tuition
reimbursement/advancement; such courses to be offered by accredited colleges,
universities, and other institutions of learning.
7.1 EVC shall offer undergraduate and graduate courses and programs in
Management, Marketing, Economics, Finance and Accounting to XXXXXXX XXXXX from
accredited colleges and universities and other institutions of higher learning.
7.2 EVC and XXXXXXX XXXXX 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 XXXXXXX XXXXX/EVC program shall be
deemed approved for tuition reimbursement and/or advancement, so long as the
individual courses are applicable to approved degrees or major plans of study;
courses which are part of an approved major shall also be deemed approved and
shall not require individual approval.
8. EVC agrees that XXXXXXX XXXXX employees will be charged the
standard tuition charges of the respective college or university, together with
all appropriate college fees and, when applicable, a video conferencing fee; all
of the above tuition and fees shall be payable directly to the respective
college or university.
8.1 XXXXXXX XXXXX employees will be required to arrange for the
purchase of course books and materials with the individual colleges and
universities, and neither XXXXXXX XXXXX nor EVC shall have any responsibility in
this regard.
9. XXXXXXX XXXXX 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. XXXXXXX XXXXX 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, XXXXXXX XXXXX
agrees that it will allow EVC to utilize its installed base of room systems and
telecommunications network to transmit courses to XXXXXXX XXXXX 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 XXXXXXX XXXXX agrees that it will pay all telecommunication costs,
including monthly charges associated with signal transport from XXXXXXX XXXXX'x
video conferencing sites to EVC's bridge.
13. XXXXXXX XXXXX 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; XXXXXXX XXXXX 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 XXXXXXX XXXXX employees and that XXXXXXX XXXXX
senior management will fully promote this program to the best of their ability,
including, but not limited to, participation in marketing programs, promotional
photographs and video tapes for use with XXXXXXX XXXXX employees.
14.1 XXXXXXX XXXXX will provide EVC with a list of all XXXXXXX XXXXX
employees with each of their home addresses each academic term. Whenever
possible, this list will be printed on mailing labels. EVC agrees to keep this
list confidential and will utilize same only for the purposes of marketing this
program.
14.2 If possible, XXXXXXX XXXXX will allow EVC to utilize e-mail to
communicate with those employees who have indicated interest in enrolling in EVC
courses.
14.3 EVC agrees that it shall provide materials from the various
colleges and universities at no cost to XXXXXXX XXXXX, including but not limited
to brochures, surveys, registration materials, and videotapes.
14.4 XXXXXXX XXXXX agrees to distribute the materials provided by EVC
not less than three (3) times per semester to all its employees.
14.5 XXXXXXX XXXXX 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.
14.6 EVC shall be permitted to conduct open houses and registration
meetings at such XXXXXXX XXXXX 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 XXXXXXX XXXXX employees so
as to maximize potential registrations.
14.7 EVC shall be permitted to utilize XXXXXXX XXXXX logos, trademarks,
and copyrighted materials for promotional pieces targeted at XXXXXXX XXXXX
employees.
15. XXXXXXX XXXXX 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.
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16. EVC shall hire a coordinator (preferably a XXXXXXX XXXXX 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 XXXXXXX XXXXX 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.
17. XXXXXXX XXXXX shall xxxxx EVC, its employees and/or agents, such
access to XXXXXXX XXXXX 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.
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. XXXXXXX XXXXX 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 XXXXXXX XXXXX;
in addition, XXXXXXX XXXXX agrees to immediately reimburse EVC for any costs
associated with the repair or replacement of any equipment lost damages or
stolen while in XXXXXXX XXXXX'x possession.
19.1 In addition, XXXXXXX XXXXX 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; XXXXXXX XXXXX 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. 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.
20.1 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.
21. 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.
22. 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.
23. This agreement shall be construed and interpreted under the laws
of the State of New York.
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24. 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.
25. 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.
26. 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.
XXXXXXX XXXXX
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------------
Xxxxxxx X. Xxxx
Vice President
Global Operations Training and Development
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xxxx X. XxXxxxx, Ph.D.
--------------------------------------------
Xxxx X. XxXxxxx, Ph.D.
President
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