Microsoft/Internet Contract Teaching Agreement - ProSoft and Merisel Inc.
MERISEL EDUCATIONAL SERVICES
MICROSOFT/INTERNET CONTRACT TEACHING AGREEMENT
1. PARTIES
The parties to this agreement shall be PROSOFT (hereinafter referred to
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as Trainer) and Merisel, Inc. (hereinafter referred to as Center).
2. COVENANTS
Whereas trainer is or employs a Microsoft Certified Trainer who is
authorized to teach all of the courses outlined in Section 3.1, and
Whereas Center desires to hold Microsoft Authorized Classes taught by a
Microsoft Authorized Trainer, and
Whereas Trainer desires and is Certified to teach said classes.
Now, therefore, in view of the mutual covenants herein contained and the
agreement hereunder taken, the parties hereto agree as follows:
3. CLASSES TO BE HELD AND TAUGHT
3.1 The following classes will be held and taught either at Trainer's
BUENA PARK, PALMDALE, AND NORTH HOLLYWOOD,CA facilities or at Center's
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educational facilities:
NON-CENTER SPONSORED COURSES**
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(COURSES REGULARLY SCHEDULED AT TRAINER'S FACILITIES):
COURSE TITLE LENGTH
ATEC COURSES
729 Expert Series Bundle 5 days
540 Supporting Microsoft Windows 95 5 days
505 Supporting Microsoft Windows NT 3.51 5 days
659 Supporting Microsoft Windows NT Server 5 days
472 Internetworking TCP/IP on Microsoft Windows NT 4 days
673 Installing Microsoft Internet Information Server 1 day
662 Supporting Microsoft Internet Information Server 3 days
574 System Administration or Microsoft SQL Server 6 5 days
576 Implementing a Database Design on SQL Server 6 5 days
646 Supporting Microsoft Systems Management Server 1.1 5 days
MICROSOFT INTERNET COURSES
677 Mastering Internet Development Using Internet Tools 5 days
484 Microsoft Windows Operating Systems and Serv. Arch 3 days
403 Fundamentals of Microsoft visual Basic 4.0 3 days
404 Programming with Microsoft Visual Basic 4.0 5 days
455 Programming in Visual FoxPro 3.0 5 days
INTERNET COURSES
Exploring the Internet: Hands-On 1 day (2 nights)
Basic Web Authoring: Hands-On 1 day (2 nights)
Advanced Web Authoring: Hands-On 1 day (2 nights)
Building Web Sites with Microsoft Front Page: Hands-On 2 days
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MERISEL EDUCATIONAL SERVICES MICROSOFT/INTERNET TEACHING AGREEMENT
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SEMINAR SERIES (90-minute satellite broadcast or full day tracks)
Executive Series
Growing Your VAR Business with Microsoft's Internet Solutions
How VARs Are Successfully Conducting Business on the Internet
Intranet Deployments-Profit Opportunities for VARs
End-User Series
Options for Connecting to the Internet
Exploring the Internet Effectively: Part 1
Exploring the Internet Effectively: Part 2
Creating Great Web Pages with Microsoft Products
Systems Engineer Series
Developing Internet and Intranet Servers with Microsoft Products
Microsoft Windows NT 4.0-The best Choice for Internet Platforms
Internet Security Solutions and Microsoft Products
Solution Developer Series
Microsoft ActiveX-The Key to Great Internet Solutions
Using Visual Basic for Internet/Intranet Development
Building Interactive Internet Solutions
**Trainer will provide student materials
3.2. Center shall be solely responsible for providing the following to the
trainer:
* Pre-paid registered students.
* Notifying Trainer of student "no-show" status by the end of the first
day of each course.
* Course cancellation will be made by a Registration Specialist.
3.3. Trainer shall provide the following:
* One person, who has been certified by Microsoft, to teach the course
being given by the Trainer.
* The instructor materials as provided by Microsoft.
* Training facilities which meet Microsoft's specifications for
conducting Microsoft authorized courses.
* One set of student materials, as provided by Trainer for Non-Center
sponsored courses to each student.
* Cancellation and/or Reschedule notice of Non-Center Sponsored
classes, two weeks prior to scheduled course start date. If less than
two weeks notice is given, trainer is responsible for providing
compensation to student for unrecoverable expenses incurred by
students with confirmed/paid enrollment in canceled or rescheduled
class.
* Notifying center of student "no show" status by the end of the first
day of each course.
* One Microsoft student certificate upon each student's successful
completion of class.
* Notification should be made to a Registration Specialist.
3.4. Trainer agrees to conduct specified classes on behalf of Center and is
prohibited from using Center name in any other capacity without the
express written consent of Center. Further, Trainer agrees not to solicit
students provided by Center for additional training classes in any way
(including mailing lists, etc.) without the written consent of Center.
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MERISEL EDUCATIONAL SERVICES MICROSOFT/INTERNET TEACHING AGREEMENT
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4. PAYMENT
4.1 Center agrees to compensate the Trainer for services provided as follows by
Trainer under this contract:
NON-CENTER SPONSORED COURSES TAUGHT AT TRAINER'S FACILITIES
* 60% of registration fees collected by Center (the amount of such
fees to be based on the Trainer's suggested pricing), providing the
total number of Center Sponsored students in class equals the
registration fees collected and the completed course evaluations sent
to Center by Trainer. 60% of registration fees collected for "no
shows." Final "no show" determination will be made by an Educational
Services Representative taking extenuating circumstances into
consideration. If student is allowed to reschedule, Trainer will
receive 60% of students' registration fee upon completion of class as
outlined above.
4.2 Further, Trainer will provide Center (Operations) with an invoice at the
end of each class reflecting total amount due Trainer based on the per
student fees outlined above. A completed course evaluation for each student
who attended courses (excluding "no-shows") must he attached to invoice as
verification of attendance.
4.3. Upon receipt of above items, Center will issue a check to Trainer
within 30 working days.
5. CUSTOMER SATISFACTION
Trainer will offer a satisfaction guarantee. In the event that a student
feels that the defined Microsoft course objectives are not met, student may
submit a written request to Trainer within 5 working days following said
course either for re-training or some other arrangement that assures
customer satisfaction. It is the Trainer's responsibility to provide for
the customer's satisfaction.
6. AUDITING
Trainer courses may be audited without notification by a Center or
Microsoft official. The audit may include the following:
* A written critique covering the certified instructor's product
knowledge and presentation skills.
* A written checklist of facility and equipment conditions.
* A written checklist of documentation and audiovisual materials used
for each course.
7. DEFAULT AND TERMINATION
7.1. Trainer shall be in default under this contract if any of the following
occur:
(i) Trainer breaches any material term of this Agreement.
(ii) Trainer loses their appropriate Microsoft authorization.
Center shall be in default under this contract if any of the following
occur:
(i) Center breaches any material term of this Agreement.
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MERISEL EDUCATIONAL SERVICES MICROSOFT/INTERNET TEACHING AGREEMENT
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7.2. NOTICE OF TERMINATION
The party not in default may terminate this contact by written notice to
the other party, if the other party has failed to cure a default under this
contract within ten (10) business days after receiving written notice
specifically setting forth such default. Upon termination, the terminating
party shall have all rights under the Uniform Commercial Code or otherwise,
whether at law or in equity, that may be available to it. The election of
one remedy shall not exclude the election of another.
8. GOVERNING LAW
This contract shall be governed by the law of the State of Massachusetts.
9. ASSIGNMENT
Trainer may assign this contract to another Microsoft authorized entity
only with prior written permission from the Center. Either party may assign
their part of this agreement as part of a corporate reorganization,
however, the terms of this agreement will remain in effect and the party
will be notified in writing prior to the reassignment of this agreement.
10. CONFIDENTIALITY
Trainer acknowledges that by reason of its relationship to Center hereunder
it will have access to certain information and materials concerning
Center's business, plans, customers, technology, and products that are
confidential and of substantial value to Center which value would be
impaired if such information were disclosed to third parties. Trainer
agrees that neither it (nor its employees and agents) will use in any way
for its own account or the account of any third party, nor disclose to any
third party any such confidential information or any other information
regarding Trainer's business relationship with Center, including the
existence of Trainer's business relationship with Center. Trainer shall
take every reasonable precaution to protect the confidentiality of such
information. (The obligation of Trainer under this paragraph shall survive
termination of this Agreement.)
11. NON-COMPETE TERMS
Under the terms of this agreement, Trainer agrees not to enter into similar
agreements with Ingram Micro, Tech Data, or other of Center's competitors
in the VAR wholesale business. Center agrees that it will not enter into
similar agreements with other Internet training providers nationwide, and
that Trainer will have first right of refusal on all Microsoft ATEC
training that is resells in the cities in which Trainer has established a
Microsoft ATEC.
12. SIGNATURES
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by their duly authorized representatives.
PROSOFT MERISEL, INC.
By: /s/ KEITH D. FREADHOFF By: /S/ DREW BOYD
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Name: Keith D. Freadhoff Name: Drew Boyd
Title: Chairman & CEO Title: Director, Education Services
Date: 4/29/96 Date: April 29, 1996
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