eCollege.com Contracts
Sample Business Contracts
Agreement - University of Colorado and Real Education Inc.
AGREEMENT BETWEEN
THE REGENTS OF THE UNIVERSITY OF COLORADO
AND
REAL EDUCATION, INC.
This Agreement is made this 22nd day of May, 1998 by and between The Regents of
the University of Colorado, a body corporate, contracting on behalf of the
University of Colorado ("University"), and Real Education, Inc. ("Real Ed").
RECITALS
WHEREAS, authority exists in the Law and Funds will be made available; and
WHEREAS, required approval, clearance and coordination has been accomplished
from and with appropriate agencies; and
WHEREAS, Real Ed owns an integrated software system designated as the Real
Education Active Learning System (REAL System); and
WHEREAS, Real Ed creates Internet-based websites and designs and supports
development of online courses to be delivered over the REAL System; and
WHEREAS, Real Ed manages the delivery of courses; and
WHEREAS, Real Ed houses websites and web-based courses on computer servers for
delivery over the Internet, and maintains and monitors those websites and
courses; and
WHEREAS, University offers courses to undergraduate, graduate and professional
students and desires to convert and offer those courses online over the Internet
on Real Ed's REAL System.
NOW THEREFORE, in consideration of the promises, and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
May 21, 1998
<PAGE>
ARTICLE I
DEFINITIONS
1.1 The term "REAL System" shall mean the software and the interfaces necessary
to deliver online courses over the Internet and all modifications, enhancements
and improvements thereof.
1.2 The term "university developed material" shall mean all courseware
developed and owned by University.
1.3 The term "courseware" shall mean anything set forth as part of the course
structure, including but not limited to intellectual content, graphics, and all
by-products generated through the interactions between students and between
students and faculty.
1.4 The term "manage the delivery system" includes, but is not limited to,
performing actions which will cause the REAL System to function in accordance
with the features and services which are described in Exhibit A to this
---------
Agreement.
1.5 The term "customer databases" shall mean any information provided through
interaction by and between past, current and potential students.
ARTICLE II
WARRANTIES AND REPRESENTATIONS
2.1 Real Ed represents and warrants to the University that:
(i) Real Ed will use its best efforts to make the REAL System function in
a manner satisfactory to the University, as outlined in this Agreement, and
according to published documentation; however both parties acknowledge that the
technology employed has limitations beyond the control of Real Ed.
(ii) Real Ed, at its own expense, will defend any suit which may be brought
against the University or the State of Colorado for the infringement of
patent(s), copyright(s), or trade secret(s) based upon software and/or materials
furnished hereunder and in such suit will satisfy any final award for any
infringement. This is upon the condition that the University or the State of
Colorado shall give Real Ed prompt written notice of such suit and full right
and opportunity to conduct the defense thereof, together with full information
and all reasonable cooperation. No costs or expense shall be incurred for the
account of Real Ed without its written consent.
May 21, 1998
2
<PAGE>
(iii) Real Ed represents that it is qualified to render the services
described herein, and that any individual associated with Real Ed for the
purpose of performing this Agreement is likewise qualified.
(iv) Real Ed represents that it has no conflict of interest involving the
representation of the University as described herein.
(v) Real Ed represents that no benefit, payment, or consideration
received by it for the performance of services associated with and pertinent to
this Agreement shall accrue, directly or indirectly, to any employee, or
employees, elected or appointed officers or representatives, or to any other
person or persons identified as agents of, or who are, by definition, public
servants of the State of Colorado.
(vi) Real Ed warrants that it will use its best efforts to comply with
the Americans with Disabilities Act and the regulations enacted pursuant thereto
(C.F.R. (S)104), with respect to the REAL System and its management of the
delivery system. The parties acknowledge that, with respect to the University's
students, and depending on the scope, this may require additional compensation.
(vii) Real Ed warrants to the University that it will treat all student
information in accordance with the Family and Educational Rights to Privacy Act
("the Buckley Amendment" or "FERPA"). Any costs, including attorneys fees
incurred by the University in responding to a Department of Education's finding
of violation of FERPA, or any finding by any court of law caused by the agents
or employees of Real Ed, shall be borne by Real Ed; however, this is upon the
condition that the University or the State of Colorado shall give Real Ed prompt
written notice of such suit and full right and opportunity to conduct the
defense thereof, together with full information and all reasonable cooperation.
No costs or expense shall be incurred for the account of Real Ed without its
written consent.
(viii) During the course of work pursuant to this Agreement, Real Ed may
come in contact with University information of a sensitive nature, including but
not limited to, information concerning the University's operations or strategic
or tactical plans. Real Ed represents that it shall not disclose such
information, or any information that could directly or indirectly affect the
University, to any third party.
(ix) Real Ed represents that without permission neither it nor its agents
and employees will represent themselves as agents or employees of the
University, unless granted specific permission.
(x) Real Ed represents that, to the extent possible, it will use its
best efforts to ensure that the REAL System can be used with courses developed
on software other than Real Ed's.
May 21, 1998
3
<PAGE>
2.2 The University warrants that it will use its best efforts to ensure that
its course content will be free of copyright infringement and that it will be
responsible for the acts of its employees.
2.3 Notwithstanding any other provision of this Agreement, in the event Real Ed
ceases to maintain or notifies the University of its intent to cease maintaining
the REAL System, due to bankruptcy or close of its business, Real Ed grants to
University a non-transferable, non-exclusive license to use the REAL System. The
University will be provided with program codes, descriptions, supporting
documentation and information associated with the REAL System for its use or for
the use of third parties for the purpose of maintaining the ability to offer the
courses described in this Agreement within fifteen (15) days of the notice of
intent to cease maintaining the REAL System due to bankruptcy or close of
business. In the event of Real Ed ceasing to maintain the REAL System due to any
other reason, except cancellation or termination of this Agreement, the
University shall have a right to specific performance for delivery of its
performance for delivery of its courseware.
2.4 Regardless of cause, Real Ed will return to the University, in electronic
format, all course content maintained in its data base submitted to them by
instructors, faculty, or staff associated with CU Online, and all equipment
owned by the University within thirty (30) days of the termination of the
contract.
ARTICLE III
GRANT OF LICENSE
3.1 Real Ed hereby grants to University a non-transferable, non-exclusive
license to use the REAL System subject to the terms of this Agreement. As owner
of the REAL System, Real Ed has the right to license the REAL System to others
during and after the expiration of this Agreement.
3.2 Real Ed shall retain ownership of the REAL System, and all reproductions,
corrections, modifications, enhancements and improvements thereof, and all such
items are the exclusive and proprietary property of Real Ed. Title and full
ownership rights in all REAL System licensed products and all reproductions,
corrections, modifications, enhancements and improvements, and all related
patent rights, copyrights, trade secrets, trademarks, service marks, related
goodwill and Real Ed's intellectual property are reserved to and shall remain
proprietary to Real Ed; including but not limited to, source code, programming
code, software license, and joint software development agreements, corporate
identifying graphics, DNS matters and marketing strategies. University shall not
remove or destroy any copyright, trade secret, proprietary or confidential
legends or markings placed upon or contained or embedded within any licensed
products and related material.
May 21, 1998
4
<PAGE>
3.3 University acknowledges that the REAL System is proprietary information.
Accordingly, University agrees to keep confidential all material and
documentation relating to the REAL System and any modification thereto.
University will not knowingly make available or distribute any information,
program code or description associated with the REAL System to third parties
without the prior written approval of Real Ed unless required by law.
3.4 University shall have no right to sub-license or assign its rights with
respect to the REAL System without the written permission of Real Ed.
3.5 University shall have the right to unlimited use of the REAL System within
University system, at any location it deems necessary; subject to the terms of
this Agreement.
ARTICLE IV
SCOPE OF WORK
4.1 University, on behalf of its four campuses, wishes to further develop its
online capability utilizing Real Ed's REAL System Version 2.7 (or the latest
version thereof) to create University credit and non-credit courses for delivery
in the United States and abroad.
4.2 The services and functions provided by Real Ed will include, but not be
limited to the following:
(i) Real Ed will use its best efforts to provide all of the
technological resources to create quality online Internet-based courses. Real Ed
will house and maintain the courses for delivery over the World Wide Web. Real
Ed will provide all requested services, functions, and features described in,
but not limited to, the REAL System, Version 2.7, attached hereto as Exhibit A.
---------
(ii) Real Ed will work with the University to establish a complete
student services capacity so that online students will have access to student
services equivalent to those available to on-campus students. This includes all
those services described in Exhibit A. In order to accommodate the needs of each
---------
individual campus and school of the University, Real Ed acknowledges that each
unit may choose to use only some of these student services at its option.
(iii) Real Ed will assist in the adaptation of existing distance-
learning courses and collaborate with University's faculty and staff in the
development of new courses. It is understood and agreed that the relationship of
University and Real Ed, with respect to all courseware supplied from University
course developers, is that of author and editor, unless otherwise designated.
Final approval and ownership rights over University-
May 21, 1998
5
<PAGE>
developed material will vest with University, except as otherwise provided
herein. Real Ed will obtain the permission of the University prior to using any
developed courses for demonstrations of the system to non University parties.
University will assist Real Ed in obtaining appropriate releases.
(iv) At the University's request, Real Ed will provide reasonable
materials, online guides courses and technical training to the University's key
employees, including faculty, academic advisors, and librarians to orient them
to all features of the REAL System.
(v) Real Ed will provide an online instructor best practices course
and access for interested faculty to practice using the online software.
(vi) Real Ed will provide telephone and online technical support to
University faculty, students and staff who need course use and administrative
technical support associated with the use of the REAL System.
(vii) Real Ed will provide instructional design support and work in
collaboration with the University's instructional designers to assist in the
transfer of courses to the online format. It is understood and agreed that the
relationship of University and Real Ed, with respect to all course development,
is that of author and editor. Final approval and ownership rights of University-
developed material will vest in the University, subject to the terms of this
Agreement.
(viii) Real Ed will train University-designated individuals on the use
of the course development features and instructional design strategies
appropriate to the REAL System.
(ix) Real Ed will provide reasonable audio and video recording and
editing services to University faculty in the production of online courses.
(x) Real Ed may advertise and promote CU Online subject to prior
written approval of the University.
(xi) Real Ed agrees that it will support the University's efforts in
marketing the CU Online program to increase enrollment; including, but not
limited to, assigning marketing employees of Real Ed to promote the CU Online
account, and providing advertising and other marketing tools to promote CU
Online.
May 21, 1998
6
<PAGE>
ARTICLE V
PERFORMANCE STANDARDS
5.1 Real Ed will provide adequate instructional design support and coordination
to facilitate the development of online courses by faculty.
5.2 Real Ed will provide a reasonable amount of faculty training to ensure
adequate understanding of the REAL System and their ability to develop courses.
5.3 Upon receipt of faculty text files or other electronically formatted
material for conversion into the online format, Real Ed will make the conversion
to the appropriate electronic format and will make them available for review by
the faculty member and department within ten (10) working days, provided that
course is being offered in the next regularly scheduled cohort. Conversion of
audio and video material for online delivery will normally be made available for
review by faculty member and department with twenty (20) working days. If the
course is not scheduled in the next cohort, Real Ed will make the course
available to review within twenty (20) days or less.
5.4 Reported site fixes, i.e., typos, incorrect information, and changes to the
site will be made within two (2) business days of receipt of a written E-Mail
report. This provision applies to courses currently being offered at the time of
the request and to information related to a semester, such as course offerings,
registration instruction, tuition schedules and faculty biographies, one month
before the start of course registration. Timing for requested changes in the
appearance of the online campus shall be agreed upon between University and Real
Ed.
5.5 Reported errors in student registration will be corrected within two (2)
business days of receipt of a written E-Mail report.
5.6 If other specific standards, or changes in those specified above, are
required for specific projects, this Agreement will be amended as necessary.
ARTICLE VI
ROLES AND RESPONSIBILITIES OF THE UNIVERSITY
6.1 University will select, supervise, and compensate all faculty.
6.2 University will approve all course schedules before they are released, and
will do so in a timely manner.
6.3 University will ensure that students receive high-quality curriculum
materials and instruction.
May 21, 1998
7
<PAGE>
6.4 University will assume all responsibility for student recruitment.
6.5 University will designate one or more coordinator(s) (Course Content
Coordinator [CCC]) to work with Real Ed to secure content from the course
developers designated by the University to develop courses. The coordinator(s)
shall deliver the necessary content as requested by Real Ed in order to meet any
deadlines set forth in this Agreement. For the purpose of this Agreement,
"content" shall include, but not be limited to, course text, test and answer
keys, graphics, etc., in an Internet-ready format, work problems and answers, an
instructor biography and photograph and audio and video lectures.
6.6 Real Ed will remain the administrative, billing, technical and zone
contacts for the cuonline.edu domain name. If it is not possible to secure a top
level domain name for any University online campus created by Real Ed, Real Ed
shall be permitted to use a secondary domain name based on University's primary
"EDU" or other domain name; and University shall permit Real Ed to host a second
and third DNS entry on distinctly separate servers to help assure the online
campus remains accessible to student end-users. Real Ed must notify University
in advance and obtain permission prior to using a secondary domain name or
hosting a second and third DNS entry. Real Ed acknowledges that the CU Online
domain name shall be assigned in full to University if this Agreement expires or
is terminated for any reason. All fees to purchase and maintain a domain name
shall be paid by University.
ARTICLE VII
INTELLECTUAL PROPERTY
7.1 Real Ed agrees that the faculty member who develops the course retains
intellectual rights to publish scholarly and pedagogical materials such as CD-
ROM specific to the online course developed by said faculty member; further, the
University may utilize the services of others to create a similar online course,
and publish or cause to have published pedagogical materials, such as CD-ROMs
specific to the University's online courses.
7.2 Real Ed recognizes and agrees that the University owns the copyright to
the courseware and to the customer databases created under this Agreement. Such
notice of copyright will be placed on all courses.
May 21, 1998
8
<PAGE>
ARTICLE VIII
PAYMENT
8.1 In consideration of the grant of license and participation by Real Ed in
managing services, and designing and formatting University's courses for
delivery over the Internet, University will pay a fee as follows:
(i) University shall pay Real Ed Translation License Fees (for converting
courses for delivery over the REAL System) and per student Technology Service
Fees (for providing the ongoing services to students and University).
Translation License Fees encompass the conversion of courses from their current
delivery methodology to Real Ed's REAL System, with the inclusion of some or all
of the features set forth in Exhibit A; and the ongoing right to modify or
operate multiple sections of a course in which a Translation License Fee was
paid during the term of this Agreement, without additional compensation to Real
Ed, except as provided herein.
(ii) Any courses developed during the term of this Agreement shall be
billed for a Translation License Fee as identified in Exhibit B. The Translation
License Fee shall be due and payable upon University ordering an online course
and Real Ed creating a slot in its REAL System for such course to be developed,
and upon billing by Real Ed, net thirty (30) days. University will not have to
pay Real Ed an additional Translation License Fee to modify a course or add an
additional section, except that if a course is substantially rewritten, a new
Translation License Fee will be charge. For the purpose of this Agreement,
"substantially rewritten" shall be defined as University courses wherein 75% of
the course has been altered. Real Ed will notify University that a University
professor has submitted course material that would trigger the new Translation
License fee described herein, and as a warning when a particular course has
reached the 50% rewritten level. Individual courses may be from any of the
University's four campuses, as designated by CU Online Administration.
(iii) University shall pay Real Ed a Technology Service Fee per student,
per academic period, per course, based on the number of credit hours, as
identified in Exhibit B. The Technology Service Fee shall be due and payable for
all students enrolled in the University's SIS system on the day following census
date. The University will provide a printed report to Real Ed with this
information. Written notification in the form of emails and Schedule Adjustment
Forms dated through census date will be considered proof of enrollment and
disenrollment as well as the file transfer information provided to Real Ed. Real
Ed will submit an invoice to University, net thirty (30) days, for all
Technology Service Fees. If the University enrolls students after the census
date, the appropriate Technology Service Fee will be provided to Real Ed upon
receipt of an invoice.
May 21, 1998
9
<PAGE>
(iv) University shall pay Real Ed a Translation License Fee and Technology
Service Fee to create and deliver Online Course supplement material. (These are
courses taught on campus supplemented by any degree of usage of the REAL System
an instructor would like to utilize to supplement his or her on-campus course).
The Translation License Fee for Online course Supplement material shall be as
identified in Exhibit B. The Technology Service Fee per student, per academic
period, per course, per each credit hour, for Online Course Supplement material
shall be equal to one-half (1/2) of the Technology Service Fees identified in
Exhibit B, but not less than $50.00 per student. Further, University shall
enroll (or deliver Real Ed enrollment files in an acceptable format) and pay for
each and every student enrolled in the on campus, course utilizing the Online
Course supplement material in a given academic period.
(v) University shall receive special pricing on its Technology License
Fees when the number of students enrolled in a particular Section of a course in
a particular semester exceeds fifty students. For the purpose of this paragraph
only, a "Section" shall be defined as the same course with the same electronic
record, in the same semester, whether or not the course is being taught by the
same professor. See Exhibit B - Course Sections that Exceed Fifty Students.
(Note that if there were 25 students each in three different sections of a given
course in a particular semester, for a total of 75 students, this pricing would
only apply if the three sections used the exact same electronic record for each
section. Further, the discount shall only apply to the Technology Service Fee
for the 51st student onward, and shall not apply to the first 50 students). Real
Ed will work with University to design these Course Sections that Exceed fifty
Students to accommodate the pedagogical needs of University.
(vi) For its Continuing and Professional Education Courses, University
shall pay Real Ed a Translation License Fee and Technology Service Fee. The
Translation License Fee for Continuing and Professional Education courses shall
be as identified in Exhibit B. The Technology Service Fee per student, per
academic period, per course, per each contact hour, for Continuing and
Professional Education courses shall be a $40.00 minimum (for up to five contact
hours), and as identified in Exhibit B. The Technology Service Fee shall be due
and payable for all students enrolled in the University's SIS system or other
registration system on the day following the start date of the course. Written
notification in the form of emails and Schedule Adjustment Forms dated through
the day after the start of the course will be considered proof of enrollment and
disenrollment as well as the file transfer information provided to Real Ed.
(vii) Real Education agrees to refund any new Translation License Fee
incurred during the term of this Agreement if the following conditions are met:
(a) University designates the course as a Translation License Fee
Refund Course, in writing, when it orders a slot to create the course;
May 21, 1998
10
<PAGE>
(b) If the enrollment and the number of Technology License Fees in
the Translation License Fee refund course meets or exceeds 90 students (i.e., 90
x $100.00) in the first calender year that the course is offered, the entire
Translation License Fee shall be refunded;
(c) If enrollment and the number of Technology License Fees in the
Translation License Fee Refund Course does not meet or exceed 90 students (i.e.,
90 x $100.00) in the first calendar year that the course is offered, then
University may pay the difference between 90 and the actual number of students
thereby triggering the Translation License Fee Refund. Real Ed and University
will reconcile these numbers following the time period designated herein. (For
example, if a course had total enrollment of 70 in a calendar year, the
University could pay Real Ed $2,000 (90 - 70 Technology License Fees) for that
particular course thereby triggering the Translation License Fee Refund).
8.2 Any collection fees such as credit card and online check fees shall be paid
by University.
8.3 The Parties will negotiate in good faith for special pricing arrangements
for atypical courses, courses that have unusual technical requirements that
require more than those described herein or other unforeseen requirements of
University. If atypical pricing is required, then an addendum to this Agreement
will be attached and set forth as such.
ARTICLE IX
TERM AND TERMINATION
9.1 The term of this Agreement shall commence upon the date of signature and
shall continue for one (1) year thereafter. However, either party may elect to
terminate the Agreement provided that sixty (60) days written notice is
provided. The University may, at its election renew this Agreement by providing
written notice to Real Ed no less than thirty (30) days prior to the end of this
Agreement.
9.2 After termination, the parties shall continue to operate the online program
until the students enrolled at the time of termination complete the course work
begun when they registered for online courses under this Agreement.
9.3 Real Ed must disclose the existence of this Agreement to any potential
University of Colorado customers.
May 21, 1998
11
<PAGE>
ARTICLE X
INSURANCE
10.1 Real Ed shall obtain, and maintain at all times during the term of this
Agreement, insurance in the following kinds and amounts:
(i) Standard Workers' Compensation and Employer Liability as required by
state statute, including occupational disease, covering all employees at work
site.
(ii) General Liability - Personal Liability and Property Damage (minimum
coverage)
(a) Combined single limit of $600,000 written on an occurrence
basis.
(b) Any aggregate limit will not be less than $1 million.
(c) Real Ed must purchase additional insurance if claims reduce
the annual aggregate below $600,000.
(iii) Automobile Liability (minimum coverage) in the amount of $600,000
combined single limit.
10.2 The Regents of the University of Colorado, a body corporate shall be named
as an additional insured on each comprehensive general liability policy.
10.3 The insurance shall include provisions preventing cancellation without
sixty (60) calendar days prior written notice to the University by certified
mail.
10.4 Real Ed shall submit a certificate of insurance at the signing of this
Agreement and also any notices of renewal of said policy as they occur.
ARTICLE XI
MISCELLANEOUS
11.1 Both Real Ed and the University will appoint an individual to be its
principal liaison with the other party.
11.2 University and Real Ed understand and agree that this Agreement is to be
administered in the context of the constraints within which they respectively
operate. Specifically Real Ed understands and agrees that University must
operate within the
May 21, 1998
12
<PAGE>
guidelines established by governing bodies and external agencies, and according
to the processes of decision-making and academic governance in effect at the
University; and Real Ed recognizes that the authority and responsibilities of
the University in all academic matters must be unimpaired. All courses offered
through the online program of University will be University courses subject to
the curriculum governance and faculty approval processes of University in
compliance with the accreditation standards of the North Central Association
(NCA) and the Colorado Commission of Higher Education (CCHE). Offerings may be
in or out of phase with the traditional academic terms. All instructors shall be
approved and selected by the University.
11.3 All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be effective upon receipt. Unless
hereinafter changed by written notice to Real Ed, any notice to the State of
Colorado and/or the University shall be delivered, mailed or faxed to:
University of Colorado
Office of Vice President for Academic Affairs
Assoc. VP for Technology
Campus Box 51
Boulder, CO 80309-0051
Tel: (303) 492-8911
Fax: (303) 492-0330
Unless hereinafter changed by written notice to the University, any notice
to Real Ed shall be delivered or mailed to:
Real Education, Inc.
Attn: President
10200 A East Girard Ave.
Denver, CO 80231
Tel: (303) 873-7400
Fax: (303) 873-7449
All notices delivered by hand shall be effective upon delivery and all
notices mailed by certified mail, return receipt requested, shall be effective
when received, as indicated on the return receipt.
11.4 Real Ed shall not contract with others for the provision of any material
part of the services to be provided hereunder unless agreed to in writing by the
University.
11.5 Neither party shall be considered to be in default as a result of its delay
or failure to perform its obligations herein when such delay or failure arises
out of causes beyond the
May 21, 1998
13
<PAGE>
reasonable control of the party. Such causes may include, but are not restricted
to, acts of God or the public enemy, acts of the state or the United States in
either its sovereign or contractual capacity, fires, floods, epidemics, strikes,
and unusually severe weather; but, in every case, delay or failure to perform
must be beyond the reasonable control of and without the fault or negligence of
the party.
11.6 THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT
CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE CONTRACTOR NOR ANY AGENT OR
EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR
EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT
TAXES AND INCOME TAX WITHHOLDING, INCLUDING ALL FEDERAL AND STATE INCOME TAX AND
LOCAL HEAD TAX AND ANY MONIES PAID PURSUANT TO THIS CONTRACT. CONTRACTOR
ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO
UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR A THIRD PARTY PROVIDES
SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH
COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND
THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET
FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKER'S COMPENSATION
(AND SHOW PROOF OF SUCH INSURANCE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN
THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE
CONTRACTOR, ITS EMPLOYEES AND AGENTS.
11.7 Relationship of Parties. This Agreement shall not be deemed to create
the relationship of joint venturers, principal and agent, employer and employee,
or master and servant between the parties hereto. Real Ed is an independent
contractor in complete control of its services to be rendered hereunder.
Neither party shall be liable to any third party in any way for any engagement,
obligation, contract, representation or transaction of the other party hereto,
or for any negligent act or omission of the other party hereto, except as
expressly provided herein.
11.8 The laws of the State of Colorado and rules and regulations issued pursuant
thereto shall be applied in the interpretation, execution, and enforcement of
this Agreement, and any legal action brought by either party arising out of or
relating to this Agreement shall be filed in Boulder County, Colorado.
May 21, 1998
14
<PAGE>
11.9 Except as otherwise provided in the Agreement, neither party may assign
the Agreement and/or any of its right and obligations hereunder without the
written consent of the other party.
11.10 No term or provision hereof shall be deemed waived and no breach excused
unless such waiver or consent to breach is in writing.
11.11 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors.
11.12 This Agreement shall not be exclusive, and the University may use other
online providers and other online course delivery systems.
May 21, 1998
15
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
THE REGENTS OF THE UNIVERSITY REAL EDUCATION, INC.
OF COLORADO, A BODY CORPORATE
By /s/ David A. Groth By /s/ Rob Helmick
---------------------------------- --------------------------------
David A. Groth ROB HELMICK
------------------------------------ ----------------------------------
Printed Name Printed Name
Vice Pres For ACA, AFF CEO
------------------------------------ ----------------------------------
Title Title
5/26/98 5/22/98
------------------------------------ ----------------------------------
Date Date
STATE CONTROLLER: CLIFFORD W. HALL
By /s/ John A. Bernhard
---------------------------------
John A. Bernhard
------------------------------------
Printed Name
Vice Chancellor For Administration and Finance
----------------------------------------------
Title
5-22-98
------------------------------------
Date
----------------------------------
Approved as to Legal Sufficiency
Office of University Counsel
By /s/ R Augustine
------------------------------
Date May 21, 1998
----------------------------
----------------------------------
May 21, 1998
16
<PAGE>
EXHIBIT A
REAL EDUCATION'S REAL SYSTEM FEATURES
Course Options
1. Online Syllabus
2. Customized homepage for each course
3. Course policies and procedures
4. Course Learning Objective and Requirements
5. Course requirements and learning objectives
6. Opportunities to incorporate self-directed learning exercises and
independent study
7. Email to professor, whole class, small groups, or individual students
8. Capability for small and large group collaboration
9. Audio and/or video introduction from professor
10. Audio and video lectures for each week
11. Threaded discussion and web conferencing for each week
12. Text-based lecture and lecture notes for each week
13. Customized webliography for each course - providing direct links to other
sites on the internet
14. Live online classrooms for group projects, individual counseling or testing
15. Online multiple choice, matching and true/false testing, with automatic
scoring and email to professors and students with results, essay, fill in
the blank, short answer and oral exams.
16. Students have an electronic notebook that they can create online without
any programming or html knowledge
17. Customized message center for easy communications
18. Audio with streaming web pages
Campus Features
1. Course catalog
2. Academic Advising, Bursar and Career Counseling Communication System
3. Registration and Admissions Forms
4. Financial Aid Forms
5. Payment by credit card and online check
6. Bursar and Communication System
7. Attendance Reports and Student Tracking System
8. Faculty photos, audio, video, and vitae
9. Online Bookstore
10. Online Library
May 21, 1998
17
<PAGE>
11. Online Course development for professors, providing the instructor access
to update his/her courses 24 hours a day over the web on the fly, with
little or no programming knowledge
12. Attendance reports, tracking pages viewed by student and time spent
13. Access to online payment data for each student
14. Customized course description and needed instructions for the course
15. Online student license, rules of conduct, and ethics agreements
16. Technical support via email and telephone (during normal business hours-
Mountain Time)
17. Online delivery of video over 28.8 modems
18. Upgrades to system to incorporate the newest technologies of REAL System
19. Faculty, course and system assessment/evaluations
20. Customized Administrative Page
May 21, 1998
18
<PAGE>
EXHIBIT B
------------------------------------------------------------------------
Semester Translation License Fee Technology Service Fee
------------------------------------------------------------------------
5 Credit Course $3,000 $140
------------------------------------------------------------------------
4 Credit Course 3,000 120
------------------------------------------------------------------------
3 Credit Course 3,000 100
------------------------------------------------------------------------
2 Credit Course 3,000 67
------------------------------------------------------------------------
1 Credit Course 3,000 67
------------------------------------------------------------------------
Course Sections that Technology Service Fee Technology Service Fee
Exceed Fifty - First Fifty Students - Each Additional
Students Student After Fifty
------------------------------------------------------------------------
5 Credit Course $ 140 $ 50
------------------------------------------------------------------------
4 Credit Course 120 50
------------------------------------------------------------------------
3 Credit Course 100 50
------------------------------------------------------------------------
2 Credit Course 67 33.50
------------------------------------------------------------------------
1 Credit Course 67 33.50
------------------------------------------------------------------------
Continuing &
Professional
Education
------------------------------------------------------------------------
Up to 45 Contact $3,000 $40 for 5 contact
Hours hours, $3 per
additional contact hour
------------------------------------------------------------------------
May 21, 1998
19