Exhibit 10.17
Marketing Agreement
Between
Docent, Incorporated
And
Harvard Business School Publishing
Harvard Business School Publishing has reviewed the Docent platform sufficiently
to make the preliminary judgment that this is the platform on which we would
like to launch HBS Publishing's initial courses. Additionally we would like to
see Docent become the platform of choice for all HBS external e-learning
offerings and, at a third level, to become the platform for the standard-setting
management vertical portal ("Vortal") which HBS is organizing.
1.) Harvard staff commitments
We would commit at least the following resources and activities: The following
executives within HBSP will work intensively over the next three months with the
Docent team on identifying improvement areas:
. PlatformDirector (being hired now),
. Xxx Xxxx (VP, e-Learning Programs), and
. Xxxx Xxx (VP, Higher Education).
They would be assisted by technicians from our IT and Production Departments,
and from the Education Division -- e.g., network administration, content
retrieval and workflow manager, database administrator.
One of these three would become a member of Docent's product Advisory Board. As
you know, Xxx Xxxx in particular is an early pioneer in the design and delivery
of e-learning offerings, and founded the office of Distance Learning at Cornell,
and is a recognized industry expert; for more information on his background, pls
visit:
xxxx://xxx.xxxxxx.xxxxxxx.xxx/xxxxx/xx00/
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2.) Docent Platform customization
Initial strategy meetings:
We would propose at least one - perhaps several - joint working sessions over
the next three months (and then after release of 5.0) with our colleagues at HBS
Executive Education, Xxxxx Library/Information Resource Center and HBS IT, both
to share experience and features requirements of our HBS collaborative learning
platform, content management, and to specify interoperability requirements.
[initials here]
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We would invite Docent and arrange sessions to meet with members of our
Development Partners Group, either in formal sessions (held twice per year) or
in one-on-one environments.
Following the #####, we would propose repeating the intensive process outlined
in the first step
Our understanding is that Docent is currently in #####, and will be #####over
the next #####. Docent will then #####within #####. #####.
The Platform
As currently configured - and subject to the level of both knowledge and
ignorance which we possess as to the capabilities planned already - the Docent
platform would require in our view significant additions to its design and
functionality at each level. HBSP is prepared to offer a committed set of
internal HBSP resources and exclusive access to its own research and conclusions
on pedagogical and platform requirements, addressing such topics as:
#####
#####
#####
#####
#####
#####
#####
#####
#####
#####
[initials here]
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#####
#####
#####
#####
Please note that while these are topics which we think merit material
enhancement, we are not aware of all that Docent may already have planned and,
at the same time, there very likely are additional areas we identify whom
functionality will need to be created or enhanced.
Please note as well that while we can explicitly commit to our provision of
design and IT resources, we would anticipate as well arranging contributions
from our key outside clientele (HBSP has a five-year old consortium of 25+
corporations which comprise our "Development Partners Group"), our third-party
developers (e.g., Cognitive Arts and VIS), and from our colleagues directly
within HBS, both in the faculty and in the administrative functions, such as
Executive Education and IT.
Finally, we would note that HBS is by its very nature obliged to express an
unusually thoughtful and forward thinking point of view on e-learning, and to
set standards that over time are adopted by others. This was the case with the
"case method" for business education, and we aim, with those we work with, to
set it for e-learning.
3.) Marketing activities:
While HBS has restrictive policies on outright endorsements, we would
participate in joint press releases, and joint presentations in conferences,
standards setting forums, open houses, etc. Any mention of Harvard Business
School Publishing, or use of the HBSP marks, must be reviewed and approved by
HBSP in writing before use.
[initials here]
Equity Participation: In recognition of the strategic nature of this
relationship between our two companies, Docent will #####to Harvard Business
School Publishing in the form #####twelve (12) months from the Effective Date of
this Agreement. This #####is being given #####
. #####
[initials here]
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The exact form of #####is attached as Exhibit A to this Marketing Agreement.
4.) General:
This agreement shall last indefinitely; however, either party may terminate this
agreement for any or no reason upon thirty (30) days prior written notice. This
agreement is governed by California law and is the entire agreement between the
parties concerning its subject matter, superseding and replacing all prior oral
or written understandings or agreements between the parties concerning this
subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their authorized representatives on March 31, 2000.
The Effective Date of this Agreement shall be March 31, 2000.
Harvard Business School Publishing Docent, Inc.
By /s/ ##### By /s/ Xxxx Xxxxxx
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Name ##### Name Xxxx Xxxxxx
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Title ##### Title President/CEO
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Date: 3/31/00 Date: 3/31/00
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#####CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE COMMISSION
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