LICENSE AGREEMENT
DATED this 29th day of June, 1999.
BETWEEN:
INFOCAST CORPORATION
1 Richmond Street West, Suite 901
Toronto, Ontario M5H 3W4
(hereinafter referred to as "InfoCast")
AND
ITC LEARNING CORPORATION
13515 Dulles Technology Drive
Herndon, Virginia 20171
(hereinafter referred to as "ITC")
(Collectively referred to as the "Parties").
NOW THEREFORE, the Parties agree to the following:
1. InfoCast Corporation ("IFCC") will become ITC Learning Corporation's
("ITC") exclusive distance learning technology partner for hosting and
delivery services utilizing the A- STAR(TM) component within ITC's
Workforce Initiative Program ("WIP"). A-STAR and WIP are defined in
Exhibit 1.
2. ITC will be the Prime Contractor ("Prime") with the WIP accounts
drawing upon its existing and developing relationships with key state
executives across the United States of America.
3. As the Prime, ITC will utilize its proprietary A-STAR system, a
derivative of ITC's AdminSTAR training management system to facilitate
skills assessments, the creation of individual development plans and
the deployment of the requisite education and training in coordination
with state and federal job training initiatives.
4. As a Subcontractor, IFCC will provide the iHUB and the InfoCast Digital
Exchange Library and its inherent IS capabilities to host the A-STAR
system as well as electronically deliver the requisite education and
training to the participants in each state's workforce initiatives.
5. Each party acknowledges that a typical workforce initiative investment
transaction with a state has several components. Such components
include:
a) Initial license fee associated with A-STAR system
b) Certain services as required by each state including
but not limited to, installation, setup, data
migration, customization and delivery on a per user
basis
c) The conversion of products for electronic delivery
via the A-STAR system and Infocast iHUB system
d) As required, on-going conversion, hosting and
delivery of requisite education and training
6. The parties mutually recognize that the combination of each others core
competencies and capabilities must meet the financial litmus test of
the customer as well as being technically viable.
7. IFCC is acquiring a perpetual license to host and deliver the A-STAR
system to the State of California as well as other states in
consideration for US$2 million, payable in three installments of US$1
million no later than August 10, 1999, US$500,000 no later than
September 10, 1999 and final payment of US$500,000 by October 10, 1999.
8. Size of Opportunity - ITC has defined the State of California's
workforce initiative as a potential US$20.0 million opportunity for
ITC's A-STAR system software as well as an additional US$20.0 million
associated with software services. The opportunity has been divided
into two programs. The first is a US$2.0 million (software only) pilot
program with the balance of US$18.0 million (software only) relating to
the statewide implementation.
9. Terms for Targeted Opportunities
a) State of California - IFCC will earn 40% on the net A-STAR
system license ITC and IFCC agree to a 50-50 revenue sharing
arrangement on all electronically delivered ITC courseware
content within the State of California workforce initiative.
Additional information relating to the State of California is
provided in Exhibit 2.
b) All Other States - IFCC will earn 20% on the net A-STAR system
license ITC and IFCC agrees to a 75-25 (in favor of ITC)
revenue sharing arrangement on all electronically delivered
ITC courseware content within a state workforce initiative.
10. Net revenues from licenses, products and services is defined as
revenues received by ITC after deducting any fees associated with ITC
Business Alliance Partners or other third party vendors.
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11. Should the total revenues to IFCC not equal or exceed US$2.0 million as
of December 31, 1999, then ITC agrees to modify its original
distribution agreement (dated December 15, 1998 and subsequently
modified on March 17, 1999) with IFCC to reflect a 50%-50% revenue
sharing arrangement between the two parties, regardless of the selling
agent.
12. Each party agrees not to publicize or disclose to any third party
without the consent of the other party, either the terms of this
agreement or the fact of its agreement and execution. No press releases
shall be made without the mutual consent of both parties with such
consent not being unreasonably withheld.
13. In accordance with ITC's standard return and cancellation policy, IFCC
is granted a 30 day right of return or cancellation provision relating
to this license agreement. Given the eminent national holidays in both
Canada and the United States, the return and cancellation provision has
been extended to 40 days.
14. Each party will bear its own legal and other fees and expenses incident
to the transactions contemplated herein.
ACCEPTED at Herndon, Virginia, USA this ____ day June, 1999.
INFOCAST CORPORATION
/s/ A.T. Griffis
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Authorized Signatory
ITC LEARNING CORPORATION
/s/ Carl D. Stevens
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Authorized Signatory
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