EXHIBIT 10.18
DIRECTED ENGINEERING AGREEMENT
This Agreement is made as of March 20, 1998 by and between Asymetrix Learning
Systems, Inc. ("Asymetrix") and Vulcan Northwest, Inc., d/b/a Advanced Placement
Excellence ("APEX"). The purpose of this Agreement is to set forth the terms
under which Asymetrix will, for the consideration herein, make certain
enhancements to its Librarian product. Asymetrix and APEX hereby agree as
follows:
1. CREATION OF ENHANCEMENTS.
Asymetrix will modify the commercially available version of its Asymetrix
Librarian learning management system to include the following additional
functionality (the "Enhancements"): (1) an offline content facility that
enables the digital submission, tracking and management of offline assignments,
and (2) enhanced lesson duration properties. The detailed specifications for
the Enhancements and the schedule for completion of the Enhancements will be
specified by the parties in one or more mutually agreed-upon statements of work,
which may be modified by the mutual agreement of the parties. Asymetrix will
retain sufficient qualified engineering personnel to complete Enhancements
within the agreed-upon schedule.
2. OWNERSHIP AND INTELLECTUAL PROPERTY.
APEX acknowledges and agrees that the creation of the Enhancements is NOT a work
for hire and all rights in and to the Enhancements, including any intellectual
property rights therein, shall remain the sole and exclusive property of
Asymetrix. APEX acknowledges and agrees that Asymetrix is the exclusive owner
of all copyrights and all other proprietary rights in the Enhancements
regardless of any payments to Asymetrix hereunder, and acknowledges that the
Enhancements may be included in future versions of Librarian. To the extent APEX
may acquire any rights in the Enhancements, APEX hereby assigns such rights to
Asymetrix. This Agreement conveys to APEX no rights or licenses to use,
duplicate, distribute, market, sublicense or sell the Enhancements in any manner
whatsoever. Any license to use the
3. COMPENSATION.
In consideration of the creation of the Enhancements, APEX shall pay Asymetrix
$250,000, which shall be payable in non-refundable installments upon the
achievement of milestones as follows:
Payment Amount Milestone
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$ 150,000 Completion of the initial specification
$ 50,000 Completion of specification for user interface
$ 50,000 Delivery of beta version of Librarian with Enhancements
$ 50,000 Delivery of final version of Librarian with Enhancements
4. WARRANTY AND LIMITATIONS.
Asymetrix warrants that the Enhancements will conform to the agreed upon
specifications. Asymetrix disclaims any implied warranties of merchantability,
fitness for a particular purpose, title and noninfringement. Neither party
shall be liable for consequential, incidental, special or exemplary damages,
even if apprised of the likelihood of such damages occurring. in no event shall
the liability of either party relating to this Agreement or the enhancements
exceed the total amount payable to Asymetrix hereunder.
ASYMETRIX LEARNING SYSTEMS, INC. VULCAN NORTHWEST, INC.
By /s/ ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title CEO Title Project Manager
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