Sample Business Contracts

Strategic Relationship Agreement - ProSoft Corp. and Innovus Corp.

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                               SOFTWARE TRAINING

              This Strategic Relationship Agreement (the "Agreement") between
ProSoft Corporation, a Nevada corporation ("ProSoft"), and Innovus Corporation,
a Delaware corporation ("Innovus") is entered into as of June 25, 1996.

              Whereas, ProSoft is in the business of conducting training
programs instructing persons in the use of various software programs and systems
in various types of computer hardware; and

              Whereas, Innovus is in the business of developing and marketing
multimedia development software and applications for businesses and multimedia
communication; and

              Whereas, ProSoft desires to include Innovus developed software and
applications as subjects of its training courses, and ProSoft is willing to
commit to provide such training courses in exchange for Innovus' commitments set
forth herein.

              Now, therefore, in consideration of the aforesaid and the mutual
agreements set forth below, ProSoft and Innovus agree as follows:

              1.     Training Agent. ProSoft shall act as the exclusive training
agent to train persons in the use of Innovus software and applications during
the term of this Agreement and pursuant to the provisions hereof, except that
Innovus will have the right to train or designate other trainers for (i) major
Innovus customers which Innovus determines, in its sole discretion, require
direct training by Innovus or in-house corporate or institutional staff;
(ii) value added resellers ("VAR's") located in cities or surrounding
metropolitan areas in which ProSoft had no training facilities at the time
Innovus first designated an alternative trainer for such area, and (iii) any
distribution partners of Innovus which require, as a condition to acting as such
distribution partner, their own training programs.

              2.     ICP Certification.
              (a)    ProSoft and Innovus shall jointly develop the industry
standard "Innovus Certified Professional" or "ICP" through the development of
technical curriculum (as defined below) and courseware (as defined below) for
the training of persons in Innovus applications and software. This technical
curriculum and software will be developed from and based upon the existing
Innovus training procedures and courseware. Although both parties will be
collaborating in the development of the technical curriculum and courseware,
Innovus shall retain all rights to the technical curriculum, and ProSoft shall
have the rights to the courseware, subject to Innovus' rights under Paragraph 4


              (b)      As used herein, the "technical curriculum" for the ICP
certification program shall refer to the compilation of substantive and
procedural knowledge which must be attained by a trainee in order to be
qualified as an ICP professional. As used herein, "courseware" shall refer to
the particular manuals, software or combination thereof which conveys the
technical curriculum to the trainee.

              (c)      ProSoft shall incorporate the ICP training program into
its existing vocational training tracks that currently provide training for a
Microsoft Certified Professional (MCP) and a Certified Internet Trainer (CIT).
ProSoft and Innovus shall jointly consider the development of an extended ICP
program independent of the MCP and CIT programs that ProSoft could market as a
six to eight week ICP program for persons with limited prior experience in the
field. ProSoft and Innovus, in considering whether to develop such a program
shall consider only the demand for such program and the cost involved in its

              (d)      ProSoft shall begin offering the ICP training program
prior to 9/30/96.

              3.       Initial Training. Innovus will train at Innovus' Salt
Lake City, Utah facility and certify up to four trainers designated by ProSoft
in INNOVUS Multimedia technologies at Innovus' own expense; provided that
ProSoft will bear the travel, food and lodging expenses of such designated
trainers. These trainers will then be responsible for developing and certifying
the remainder of the ProSoft training staff at ProSoft's own expense.

              4.       Distribution and Use of Courseware. ProSoft shall be
responsible for working with Innovus to keep the courseware content current and
consistent with the technical curriculum in all training environments. Innovus
shall have the right to use, copy and distribute the courseware without license
fees or other compensation to ProSoft in connection with training provided by
Innovus or its affiliates. If Innovus designates other trainers pursuant to
Paragraph 1 hereof, ProSoft shall offer to sell copies of the courseware to such
designated trainers. The price and licensing terms for such courseware sales
shall be competitive with other similar courseware. However, if the price or
licensing terms established for the courseware by Prosoft is not competitive, in
Innovus' reasonable judgement, and if the dispute cannot be settled through
negotiation, the parties agree first to try in good faith to settle the dispute
by mediation administered by the American Arbitration Association ("AAA") under
its Commercial Mediation Rules before resorting to arbitration, litigation, or
some other dispute resolution procedure. The mediator chosen shall be
experienced in the computer software industry. Unless otherwise agreed by the
parties, the mediation shall take place in Salt Lake City, Utah. If the disputed
terms are monetary (including license fees) and if the parties are unable to
agree on a settlement amount through mediation, the parties shall submit their
dispute to a neutral person appointed by the AAA who shall select between their
final negotiated positions, that selection being binding on the parties.


              5.     Training Classes Schedule. ProSoft, with the approval of
Innovus, shall develop and publish a schedule of commercial Innovus end-user and
VAR certification training classes [and/or accommodate closed and customized
training classes for Innovus clients.] ProSoft will use its best efforts to
provide sufficient training sessions to meet the demand for such classes as it
arises. ProSoft and Innovus will consult regularly to determine the magnitude of
such demand. Notwithstanding the above, there will be at least one training
program on both the East and the West coasts that begins in each month during
the term of this Agreement.

              6.     CBT Materials for ProSoft. Innovus will work with ProSoft
to develop computer based training ("CBT") materials for all of ProSoft's
training programs. The exact nature of this arrangement will be the subject of a
separate agreement to be executed as soon as reasonably practicable following
the date of the execution of this Agreement. ProSoft will use its best efforts
to develop CBT materials using Innovus software and applications for all of
ProSoft's current and future Internet/Microsoft-based curricula for use in
commercial training.

              7.     Limitation on ProSoft. During the term of this
Agreement, ProSoft will not contract with nor deliver training in any multimedia
authoring or development tool designed for business applications directly
competitive with INNOVUS Multimedia.

              8.     Providing Information. ProSoft will regularly provide
Innovus with the names, addresses, company affiliation and [other information?]
of all persons taking any ProSoft training course providing instruction in
Innovus software or applications. Innovus can use this information for mailings
and other marketing purposes. The information shall be supplied in such
electronic format as may be reasonably requested by Innovus.

              9.     Compensation.
              (a) The parties acknowledge that Innovus will be compensated for
its activities hereunder by the increased exposure for its products provided by
ProSoft and the reduced need for in-house training personnel. The parties
acknowledge that ProSoft will be compensated for its activities hereunder by
receipt of tuition and fees from persons desiring training in Innovus products.

              (b) Innovus shall have the right to enroll persons for training in
ProSoft operated training courses and shall be compensated for such enrollment
by receiving from ProSoft twenty-five percent (25%) of the gross tuition
received by ProSoft from such person. ProSoft shall pay such compensation by the
15th of each calendar month with respect to tuition received by ProSoft during
the immediately preceding calendar month. ProSoft will allow Innovus the right
to inspect ProSoft's books and records as may be reasonably necessary to verify
the accuracy of such payments.

              10.    Term. This Agreement shall take effect immediately upon
execution and continue in effect until the first anniversary of the date first
written above, upon which date this


Agreement shall be extended for an additional one-year period, and shall
continue to be so extended on each following anniversary date, until or unless
either party hereto provides written notice to the other 120 days before the
applicable anniversary date that it wishes to terminate this Agreement, in which
case such termination shall occur upon the following anniversary date.

      11.   Early Termination. Innovus shall have the right to terminate this
Agreement at any time "for cause" if (i) the initial ICP course is not offered
by the date specified in Paragraph 2(d) hereof, or (ii) less than seventy-five
percent (75%) of the trainees having taken ProSoft sponsored ICP courses in any
month do not obtain a passing grade based upon the test results data base
provided to Innovus by ProSoft. ProSoft shall provide Innovus with such data
base for the preceding month by the tenth business day of the next month.

      12.   Modification, Amendment and Waiver. This Agreement may be modified
or amended only with the written consent of both the parties hereto, and any
waiver of a provision hereof must be in writing and signed by any party which is
to be held to have waived any rights hereunder.

      13.   Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreement understanding among them with respect to such
subject matter.

      14.   Severability. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement or the application of such provision to other
persons or circumstances shall not be affected thereby, provided that both
parties shall negotiate in good faith with respect to an equitable modification
of the provision or application thereof held to be invalid.

      15.   Notices.     All notices, requests, demands, consents and other
communications required or permitted hereunder shall be by telecopy or in
writing and shall be deemed to have been duly given and received when personally
delivered to an officer of each party hereto, or transmitted by telecopier,
confirmation received, to the telephone number specified below, or five business
days after such notice is mailed, certified mail return receipt requested,
first-class postage prepaid, or the next day after such notice is sent by
commercial courier, to the intended recipient at the address specified below:

         Innovus Corporation
         2060 E. 2100 South
         Salt Lake City, Utah 84109
         Fax: 80l-484-956l

         ProSoft Corporation
         7100 Knott Avenue
         Buena Park, California 90620


or to such other address or telephone number as any party hereto shall have last
designated by notice to the other parties.


      17.    Binding Agreement. Except as otherwise specifically provided
herein, this Agreement shall be binding upon and inure to the benefit of both
parties hereto, and their legal representatives, successors and assigns.

      18.    Counterparts.   This Agreement may be executed in one or more
counterparts, and by telecopied facsimile of the signature on behalf of a party
hereto, all of which shall constitute one and the same instrument.

      19.    Headings and Number. The paragraph headings in this Agreement are
for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.

      20.    Limited Benefit. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any person not a party hereto or the legal
representatives, successors and assigns of such parties.

      21.    No Offset. No party hereto shall be entitled to offset against any
of its financial obligations under this Agreement any obligation owed to it or
any of its Affiliates by any other party hereto or any of such other party's

      22.    Further Assurance. Each party hereof shall execute, acknowledge,
deliver, file and record such other certificates, agreements, instruments and
documents, and take such other actions, as may reasonably be necessary or
advisable to carry out the intent and purposes of this Agreement.

      23.    Pronouns, Number.     All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular, or plural as
the identity of the person or persons may require, and both plural and singular
forms of defined terms shall apply equally.


            24.    Confidentiality.  The parties and their respective
subsidiaries, directors, officers, agents and employees shall keep the terms of
this Agreement, and any related document confidential, except as the disclosure
thereof may be required by law, including the filing of this Agreement as an
exhibit to a registration statement filed with the Securities and Exchange
Commission and state securities agencies. Any press release concerning the
subject matter of this Agreement must first be jointly approved by both parties


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.

                                            INNOVUS CORPORATION,
                                            a Delaware corporation

                                            By: /s/

                                            Title: President

                                            PROSOFT CORPORATION,
                                            a Nevada corporation

                                            By: /s/

                                            Title: President