EXHIBIT 10.52
Educational Providers/Co-Marketing Agreement
This AGREEMENT, dated as of January 13th 2000 (this "Agreement"), by and
between Educational Video Conferencing, Inc., a Delaware corporation, with
principal executive offices located at 00 Xxxxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000
(the "Company"), and Computer Generated Solutions, Inc., a Delaware corporation,
with principal executive offices located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Educational Provider and/or Co-Marketer").
WHEREAS, upon the terms and conditions set forth herein the parties hereto
agree as follows:
Nature of Transaction A joint venture between Computer Generated
Solutions (CGS) and Educational Video
Conferencing, Inc. (EVC) whereby both companies
shall cross-market each other's products and
services to their respective client bases.
Scope of Services Computer Generated Solutions
will make available its entire inventory of
corporate training programs except for courses
that CGS does not have capability to deliver due
to current contractual obligations. Individual
programs will be selected and mutually agreed upon
by CGS and EVC based on client requirements as
identified in the individual "Project Memo." EVC
will be permitted to market and distribute said
CGS's programs as live, synchronous video
conferenced courses and asynchronous distance
learning courses. CGS, at its discretion will
grant EVC permission to migrate the live
interactive synchronous video conferenced programs
to an asynchronous on-line service maintained by
EVC. CGS will also provide (where appropriate and
mutually agreed upon) technical and non-technical
help desk services, network and equipment
installation, systems maintenance, marketing,
enrollment and sales activities.
Educational Video Conferencing, Inc. will provide
network services which include, but are not
limited to, hardware, software, switching and
bridging, telecommunications services, IP services
1
and billing. EVC shall also provide program
content from colleges, universities and training
institutes. EVC will also provide training to CGS
instructors to maximize the effectiveness of their
teaching presentation of materials using EVC's
distance learning technologies. EVC will also
provide marketing, sales, academic advising,
employee skill assessment, tuition reimbursement
program administration and enrollment services.
EVC and CGS will participate in co-marketing
opportunities. These opportunities will include,
but not be limited to, an initial joint press
release highlighting the CGS/EVC relationship,
development of a joint CGS/EVC promotional
brochure, promotional video DVD, direct mail
campaign, direct introductions to each other's
clients, joint sponsorship of professional
seminars highlighting the combined services of
each company.
Fees and Commissions Both parties will identify approved non-inflated
direct costs on a project-by-project and\or
client- by-client basis, take the direct costs off
the top of all client charges and split the
balance, i.e. the profit 50\50 between EVC and
CGS. An example of approved direct costs is: EVC -
Network Services including equipment,
installation, testing, software licensing,
communication connections, switching, bridging,
network support services, multi-point connections,
teleco usage charges, tuition fees to providers,
teacher training, marketing, sales, enrollment
services and fees. CGS - Equipment, installation,
instructors, maintenance services, marketing,
sales and enrollment services.
(Note Software licensing will be treated as a
billable item only in the case where clients are
purchasing technology and not content services.
Software licensing will be included in fees and
tuition to clients that are purchasing bundled
services that include technology and content as
detailed in the individual "Project Memo" agreed
to by both CGS and EVC. EVC will establish the
2
software license price. CGS will be free to
increase this fee up to a total 50/50 split on the
total deal.)
Projects A separate "Project Memo" will be agreed upon for
each individual project detailing the scope of
services, direct costs, individual
responsibilities, objective of the project and any
other detail that would identify the direction and
intention of the project.
Payments All payments received from the client for all
direct costs, profits, fees and commissions will
be paid by the collecting party within 30 days of
receipt of payment. If advance retainers, or early
funding for capital outlays are involved, the
collecting party shall make payment to the other
party within seven working days from receipt of
payment from client. Retainers will be split
pro-rata in relation to expense projected by each
project detailed in the "Project Memo".
Teacher Stations CGS will provide facilities to initially install
one or two teacher stations. Teacher station
installations will be increased according to the
demand for service in the market. CGS shall
provide space capable of housing teacher
station(s). All costs related to the purchase,
installation and maintenance of said teacher
stations shall be equally divided by CGS and EVC.
Primary Relationship EVC will be CGS's primary, but not
exclusive, supplier of two-way interactive video
conferencing, both asynchronous and synchronous
mode, provided it is technologically and
financially competitive in the marketplace.
CGS will be EVC's primary, but not exclusive,
vendor for technical distance learning programs
where CGS has the expertise and is technologically
and financially competitive in the marketplace.
3
The determination of technological, competitive
and feasibility of the partnership for a given
engagement (project) will be reasonably decided by
the party with the direct client relationship.
Financial Statements CGS and EVC agree that a complete financial
accounting will be delivered to each other in the
form of a financial status report every quarter.
Each company agrees that they will make available
books and records relevant to this agreement,
regarding CGS and EVC transactions, to the other
company during regular business hours for the
purposes of auditing, reconciling or verification
of the activity between both companies. Notice of
financial review will be given at least seven days
in advance of the actual review.
Term A) Three years with automatic one-year renewal
in absence of written notice not to renew.
B) This agreement may be terminated for breach of
any provision in this agreement or any individual
"Project Memo" that is not cured within 10
business days after receiving written notice from
the other party.
C) In the event of termination, the physical
equipment purchased during this agreement shall be
divided equally, as mutually agreed between the
-------------------
parties with the exception of any proprietary
items, software or hardware.
D) In the event of termination any project started
shall continue to completion, including any
renewal clauses as determined by the client and
detailed in either the Project Memo and\or the
client contract. Neither EVC nor CGS shall
discontinue providing services to clients, for any
reason, while either party is still a functioning
business, for the term of the client contract.
4
Arbitration The parties agree that any disputes or
disagreements arising hereunder or in connection
herewith shall be settled by binding arbitration
before the American Arbitration Association at
their offices located in New York, New York, and
that any judgment awarded thereunder may be
entered in any court of appropriate jurisdiction,
and will have full force and effect therein.
Agreed this 13 Day of January, 2000
/s/ Xx. Xxxx Xxxxxxxx
-------------------------------------------------------------------------------
Xx. Xxxx Xxxxxxxx CEO, EVC
/s/ Xxxxxx Xxxxxxx
--------------------------------------------------------------------------------
Xx. Xxxxxx Xxxxxxx Executive Vice President, CGS
