Agreement Between Thomas Jefferson University And Vemics, Inc.
Exhibit
10.18
Agreement
Between
Xxxxxx
Xxxxxxxxx University
And
Vemics, Inc.
This Agreement entered into this
25th
day of May, 2007 by and between Xxxxxx Xxxxxxxxx University (“University”), a
Pennsylvania non-profit corporation including its Department of Health Policy,
whose address is 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxxxxxx, Xxxxxxxxxxxx, XX
00000 and VEMICS, Inc. (“Vemics”), a Nevada corporation whose address is 000
Xxxxxx-Xxxxxxx Xxxxx, Xxxxxx, XX 00000.
In consideration for the mutual
promises, terms, covenants and conditions set forth herein, and the other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties intended to be legally bound hereby,
agree as follows:
1. Responsibilities
of Parties:
1.1 University
shall:
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a.
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Identify
a University representative, Xxxxxx Xxxxxxxxx, Ed.D., Program Director,
Education, who shall be the main contact with VEMICS for purposes of this
Agreement and who will be able to, subject to final written approval by
Vemics and the University through the Chairman of the Department of Health
Policy, determine the suitability of potential educational projects
proposed by VEMICS and/or
University.
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b.
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Develop
curricula for projects negotiated and agreed upon in writing between
representatives of VEMICS and University, through its Chairman of the
Department of Health Policy. Each such project must be mutually
agreed upon in writing and will become an Appendix B (B-1, B-2 inc.) to
this Agreement.
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c.
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Provide,
if applicable, all materials for educational
programs.
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d.
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Be
solely responsible for the hiring, supervision, and evaluation of
instructors for all projects.
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1.2 Vemics
shall:
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a.
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Provide
Vemics Live Access hosted service solution as a platform (defined in
Appendix A) for products to be offered by
University.
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b.
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Be
responsible for marketing programs to potential participants with prior
written approval of University of all marketing programs
materials.
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c.
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Provide
the required number of virtual models as needed by
University.
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d.
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Provide
technical support to the University, its instructors and/or its students
and, if necessary, online training to the University, its instructors
and/or its students.
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e.
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Provide
full Help Desk and Customer Service Support (M-F, 8 am to 3 pm
EST).
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f.
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Provide
unlimited free download rights to Vemics LiveAccess client software with
availability 24/7.
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g.
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Offer
at no additional cost any software upgrades that are or become
available;
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h.
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Provide
total support for the Vemics LiveAccess Total Managed Event
Service
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i.
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Make
available dedicated servers for University programs, seminars, and
courses
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j.
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Customize
and brand Vemics interface used in University programs with University
look and feel with written approval from University prior to
use.
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k.
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Identify
a Vemics representative who shall be the main contact to the University
for the purpose of this
Agreement.
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2. Financial
Terms:
All financial terms shall be
included in the written addendum for each project.
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3. Indemnification:
Each party (the “Indemnifying
Party”) to this Agreement agrees to indemnity, defend and hold harmless the
other party, including its trustees, officers, agents, servants and employees
against liability for all claims, demands, damages, actions, or causes of action
of whatever type or nature (including costs and expenses incurred) arising out
of a breach of this Agreement by the Indemnifying Party, or the gross negligence
or willful misconduct of the Indemnifying Party in connection with or related to
this Agreement.
Vemics shall indemnify, defend and
hold harmless University, and its trustees, officers, employees and students
from and against any claims, liabilities, costs including attorneys’ fees
arising from 1) any claim for infringement of any intellectual property rights
or trade secrets to the extent that such infringement is caused by Vemics’
content or products, brought against University, its trustees, officers,
employees or students and/or 2) any claim brought by any employee, subcontractor
or agent of Vemics against University, its trustees, officers, employees or
students.
University shall indemnify, defend
and hold harmless Vemics and its directors, officers, employees and students
from and against any claims, liabilities, costs including attorneys’ fees
arising from 1) any claim for infringement of any intellectual property rights
or trade secrets brought against Vemics, its directors, officers, employees or
students only to the extent that each infringement is caused solely for products
developed by University, and/or 2) any claim brought by any employee,
subcontractor or agent of University, against Vemics, its directors, officers,
employees or students based on a claim for infringement of intellectual property
rights or trade secrets by University’s content for products developed by the
University.
4. Use
of Name:
Vemics shall not use the
University’s name or logo in any manner whatsoever unless and until the office
staff have reviewed and approved by the University, as communicated in writing
to Vemics by the Chairman of the Department of Health Policy of University or
his designee.
University shall not use the Vemics
name or logo in any manner whatsoever unless and until the same shall have first
been submitted and approved in writing by the CEO of Vemics or his
designee.
5. Assignment:
Neither party will assign this
Agreement will assign this Agreement or any of its rights or obligations
thereunder without the prior written consent of the other party. This
Agreement will be binding upon, enforceable by, and inure to the benefit of the
parties and their respective successors and permitted
assignees.
6. Confidentiality:
Each party agrees that during the
term of this Agreement and for two (2) years thereafter, it shall not disclose
to any third party the terms or conditions of this Agreement or any Confidential
Information of the other party, except as expressly authorized
herein. The term “Confidential Information” shall mean all non-public
information that either disclosing party designates as being confidential, or
which, under the circumstances of disclosure the receiving
party knows should be treated as
confidential. “Confidential Information” shall not include
information that was known to the receiving party prior to the disclosing
party’s disclosure to the receiving party or information that becomes
publicly available through no fault of the receiving
party.
7. Representations
and Warranties:
Each party represents and warrants
that
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a.
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It
has the power and authority to enter into this Agreement and is permitted
by applicable law and regulations to enter into this
Agreement.
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b.
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It
will comply with all applicable laws in the performance of its obligations
under this Agreement.
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c.
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It
is not subject to any other agreement that would conflict with its ability
to perform its obligations under this
Agreement;
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d.
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It
has all right, title and interest in or is duly licensed to use all of its
technology, know-how and software used to develop the course(s) and with
respect to Vemics, including the Vemics LiveAccess system, utilized under
this Agreement.
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8. Insurance
Each party agrees to maintain,
during the term of this Agreement, general liability insurance with limits no
less than one million dollars ($1,000,000) each occurrence and two million
dollars ($2,000,000) in the aggregate as well as worker’s compensation insurance
in amounts as required by agreement. Each party shall furnish a
certificate of insurance evidencing the foregoing insurance to the other party
within ten (10) days of a request for such certificates.
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9. Independent
Contractors
The parties expressly intend that
both shall be deemed independent contractors under this Agreement, that they
have no relationship other than the one created by this Agreement, and that the
parties shall not receive any benefits other than those expressly provided
herein. The parties further agree that no agent, servant, contractor
or employee of one party shall be deemed to be an agent, servant contractor, or
employee of the other party.
10. General
Procedures and Terms:
10.1
This Agreement shall be in effect for three (3) years commencing on the
Effective Date and ending three years from that date. The Agreement
may be terminated by either party, with or without cause, effective upon ninety
(90) days written notice to the other party with the following
conditions:
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a.
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Unless
otherwise requested by University, any student currently enrolled at the
time must be allowed to complete the certificate program in which they are
registered;
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b.
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Any
student who enrolls during the 90 day may register providing the
certificate program in which enrolling will occur within 90 days following
the end date of the 90 day notice
period.
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10.2 Force
Majeure; each party will be excused from delay or failure in performance due by
caused by reason of any occurrence or contingency beyond its reasonable control
including without limitation, acts of God, earthquake, labor disputes and
strikes, riots, war, novelty of product manufacture or other unanticipated
product development problems, disruptions of Internet service, and governmental
requirements quakes, provided, however, that the other party must be promptly
notified of such delay and may, at its option, terminate the Agreement pursuant
to Section 1 above.
10.3 Breach
or Default; A party may terminate this Agreement upon thirty days
written notice to the party in default or breach of this Agreement provided that
the breaching defaulting party has not cured the default or breach within thirty
(30) days from receipt of the notice.
10.4 Notices: Any
notices given under this Agreement shall be delivered via certified or
registered mail, or by next day delivery service, postage prepaid and return
receipt requested and shall be deemed to have been given on the day when
received by the party to whom the notice is given. Notices shall be
given at the following addresses, unless subsequently changed by notice
hereunder:
If to
Vemics: Xxxx
Xxxxx, CEO
000 Xxxxxx Xxxxxxx
Xxxxx
Xxxxxx, XX 00000
If to
University: Xxxxx
Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxx 000 Xxxxxx
Xxxxxxxx
Xxxxxxxxxxxx, XX
00000
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11. Entire
Agreement:
This Agreement contains the entire
agreement between the parties with respect to the subject matter
hereof.
12. Waiver:
No waiver or modification of any of
the provisions of this Agreement shall be valid unless set forth in writing and
signed by authorized representatives of each party.
13. Governing
Law:
This Agreement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania and venue for any
action arising from this Agreement shall be in the state of Federal courts
located in Philadelphia, Pennsylvania.
In
Witness Whereof, Vemics and University agree to the terms and conditions set
forth in this Agreement.
VEMICS
Xxxxxx Xxxxxxxxx University
BY:/s/
BY /s/
Xxxx
Xxxxx Xxxxx
Xxxx
CEO,
Vemics,
Inc.
Chair Health Policy
Date:5/05/07
Date: 6/1/07
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Appendix
A
Vemics
LiveAccess™ is a fully managed and hosted service of Vemics that delivers
next-generation video, wideband radio and a full suite of web-collaboration
tools in a single browser window accessible from PCs, _____ or laptops, enabling
organizations and individuals to work and learn “virtually” as if everyone were
in the same room.
Vemics,
using the public internet, will provide a cost effective Vemics LiveAccess
hosted total service solution for various ________ learning applications and
assistance with marketing, enrollment and administrative __________ that ______
all the dynamics present in a live, face-to-face classroom
including
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Vemics
LiveAccess Solution (capability for up to 90 live, fully interactive
sites)
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Up
to 9 real-time, full motion videos (broadcast quality up to 30 frames per
second)
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Wide
band voice over internet (VOIF)
audio
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Full
suite of collaboration tools
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Pre_____
a document
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Tear
the _____
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o
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Video
___________ ____
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Live
application share (windows based software or
internet)
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Electronic
whiteboard
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o
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Invite
IP based video conference
_____________
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o
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Use
of multimedia
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Provide
a cost-effective live, fully interactive online meeting service that
______ all the dynamics present in a face-to-face meeting for up to 90 end
points without having office, home, ____________, _____
etc.
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No
proprietary equipment or additional bridging service required to buy or
main high quality video and VOIF audio, ____ with a full _________
collaboration tools.
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One-way
streaming of the _____/video/______ to an unlimited number of sites with
internet access. Individuals can use any standard broadband
connection to the internet.
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____
Record and provide web ____ to view the ______ version of the meeting or
class which can be made available for scheduled or unscheduled amounts of
time.
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Fully
managed event service that can include live site set-up, email invitations
with audio/video postcards, ___________training, ________ and event
marketing email ________ and help
desk.
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