AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
AND RELIANCE NATIONAL FOR THE OFFERING OF INTERACTIVE
TELEVIDEO COURSES AND DISTANCE LEARNING PROGRAMS
W I T N E S S E T H
AGREEMENT made this 7th day of October, 1998, between Educational
Video Conferencing Inc. (hereinafter "EVC"), with offices located at 00 Xxxx
Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, and Reliance National (hereinafter
"Reliance"), with offices located at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Whereas, Reliance desires to provide its employees with access to
college courses and programs via Interactive Televideo Distance Learning and
Computer Based Distance Learning at Reliance locations more particularly
specified below, and,
Whereas, EVC has the ability to provide such access to undergraduate
and graduate 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 undergraduate and
graduate college courses and learning programs via Interactive Televideo
Distance Learning and Computer Based Distance Learning to Reliance employees,
commencing with the Spring, 1999 semester.
2. EVC will provide access to undergraduate and graduate college
courses via Reliance's 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 Reliance.
2.1 Reliance agrees that, in the event that desk top computers are
utilized, it will allow EVC to video enable existing computers at Reliance
locations to be mutually agreed upon in writing, at no cost to Reliance.
3. EVC will provide video enabled computers for Reliance 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 such
additional video conferencing room systems that shall be compatible with
Reliance's installed base of video conferencing room systems at no cost to
Reliance. The cost of linking said additional video conferencing room systems to
Reliance's installed base of room systems shall be borne by Reliance.
4. Reliance 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
Saturdays from 9 AM to 3 PM.
5. Reliance 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. Reliance agrees that it will give its employees access to its
standard tuition reimbursement or advancement plan in connection with EVC
courses and learning programs.
7. EVC shall be permitted to offer such undergraduate and graduate
courses and learning programs as are approved by Reliance for tuition
reimbursement/advancement; such courses are to be offered by accredited
colleges, universities, and other institutions of learning.
7.1 EVC shall offer undergraduate and graduate programs in Insurance,
Management, Marketing, Economics, Finance and Accounting from accredited
colleges and universities. EVC shall also have the right to offer Seminars and
Certificate Programs in Insurance, Risk Management and Actuarial Science from
accredited colleges and universities.
7.2 EVC and Reliance 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 Reliance /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 Reliance 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 Reliance employees will be required to arrange for the purchase of
course books and materials with the individual colleges and universities, and
neither Reliance nor EVC shall have any responsibility in this regard.
9. Reliance 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. Reliance 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, Reliance
agrees that it will allow EVC to utilize its installed base of room systems and
telecommunications network to transmit courses to Reliance employees at no cost
to EVC.
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.
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12.1 Reliance agrees that it will pay all telecommunication costs,
including monthly charges associated with signal transport from Reliance 's
video conferencing sites to EVC's bridge.
13. Reliance 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; Reliance 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 Reliance employees and that Reliance senior
management will fully promote this program, including, but not limited to,
mutually agreed upon participation in marketing programs, promotional
photographs and video tapes for use with Reliance employees.
14.1 Reliance will provide EVC with a list of all Reliance employees
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, Reliance 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 Reliance, including but not limited to
brochures, surveys, registration materials and videotapes.
14.4 Reliance agrees to distribute the materials provided by EVC not
less than three (3) times per semester to all its employees.
14.5 Reliance 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 Reliance 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 Reliance employees so as to
maximize potential registrations.
14.7 EVC shall be permitted, with prior approval from Reliance, to
utilize Reliance logos, trademarks and copyrighted materials for promotional
pieces targeted at Reliance employees.
15. Reliance 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 compensate a coordinator (preferably a Reliance
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 Reliance 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. Reliance shall grant EVC, its employees and/or agents, such access
to Reliance 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. Reliance 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 Reliance; in addition,
Reliance agrees to immediately reimburse EVC for any costs associated with the
repair or replacement of any equipment lost, damaged, or stolen while in
Reliance's possession.
19.1 In addition, Reliance 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; Reliance 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.
RELIANCE NATIONAL
By: /s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
Executive Vice President
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xxxx X. XxXxxxx
--------------------------------
Xxxx X. XxXxxxx, Ph.D.
President
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