Exhibit 10.02
DIRECTED ENGINEERING AGREEMENT
This agreement is made as of May 3rd, 1999 by and between Asymetrix Learning
Systems, Inc. ("Asymetrix") and APEX Online Learning, Inc. ("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 additional functionality (the
"Enhancements") as described in Exhibits A and B. 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 that APEX may acquire any rights in the Enhancements,
APEX hereby assigns such rights to Asymetrix. This Agreement is limited to the
development of the Enhancements. Any licenses to use, duplicate, distribute,
market, sublicense or sell the Enhancements or Librarian will be contained in a
separate agreement.
3. COMPENSATION
In consideration of the creation of the Enhancements, APEX shall pay Asymetrix
$140,000.00, which shall be payable in non-refundable installments as follows:
PAYMENT AMOUNT DATE
---------------- ------------------------------------------
$40,000.00 May 15, 1999
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$50,000.00 June 15, 1999
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$50,000.00 Upon APEX acceptance of Gold Release.
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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 non-infringement. 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. APEX ONLINE LEARNING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: Program Manager Title: V.P. Engineering
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EXHIBIT A
INTRODUCTION
This exhibit details the deliverables, delivery schedule, and pricing for the
Enhancements to Asymetrix Librarian that are to be delivered for APEX Online
Learning. These Enhancements meet specific needs for fall 1999 and spring 2000
as described in the APEX '99 Librarian Requests specification (available from
either party). Asymetrix will develop for APEX only those enhancements
described in the APEX '99 Librarian Requests specification that are listed
below. More details are available in the APEX '99 Librarian Implementation
Matrix (Exhibit B).
APEX STUDENT EXPERIENCE
Asymetrix will provide APEX with the following functionality so that APEX
students can conduct Librarian-managed activities without using the APEX Course
Manager applet (termed the "Student Program" in Asymetrix Librarian):
- An API to return true or false to indicate whether a student has one or
more files available for download.
NOTE APEX will need to create any download-available indicator in the
student user interface.
- The ability to use the Librarian Retrieve applet independently of the
APEX Course Manager applet for the purpose of retrieving files. When
run, the applet will contain a list of the files that are available for
the student to download.
NOTE The convention used to name files in the Retrieve applet will be
the same as that currently in use.
- An API to launch and run a selected activity appropriately, without
requiring the use of the Course Manager applet. Asymetrix will provide
the following logic:
- If there is no attempt, create an attempt, and then start the
activity.
- If there is an incomplete attempt, resume the activity.
- If there is a completed attempt, review the activity.
NOTE Asymetrix assumes that APEX will continue to allow the student
only one attempt per activity, as it does currently.
- If needed, information to help APEX call the Librarian login API
directly (as opposed to using the Librarian login applet) to allow
students to log into Librarian and be taken to the APEX course chooser
page from which they can launch desired activities.
APEX INSTRUCTOR EXPERIENCE
Asymetrix will provide APEX with the following functionality so that APEX
instructors can conduct Librarian-managed activities without using the standard
Librarian administrative interface:
- APIs to return true or false to indicate whether one or more files are
available for download or upload for a specified section
("organization" in Librarian given that the user logged in has the
evaluator role. This feature will distinguish between uploads pending
and downloads pending. NOTE APEX will need to create any download- or
upload- available indicators in the Grade Book UI.
- The ability to use the Librarian Transfers applet independently of the
Librarian administrative interface for purposes of retrieving
student-submitted files from the Librarian server ("downloading") and
for purposes of transferring instructor-created files to the Librarian
server ("uploading"). When launched, the applet will present the list
of student-submitted files that are available for downloading by the
instructor, contingent on precise filtering criteria described in
Exhibit B.
NOTE The convention used to name files in the Transfers applet will
be the same as that currently in use.
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- Two APIs to allow instructors to add evaluations for activities without
using the Librarian interface:
(i) to create an attempt
(ii) to add, or correct an evaluation. Correcting will create a new
evaluation for the activity.
APEX ADMINISTRATOR EXPERIENCE
Asymetrix will provide APEX with consulting help on a time-available basis to
assist in planning their implementation of a utility for submitting FAX files on
behalf of the student. This help will be provided at the consulting rate
described in the pricing detail.
SCHEDULE
------------------------------------------------------------------------------------
DATE MILESTONE
------------------------------------------------------------------------------------
June 1, 1999 - June 30, 1999 - Asymetrix begins delivering interim
(untested or partially tested) builds
of the Librarian software
enhancements from time to time. Not
all components are in place during
this phase.
- Testing begins June 1 and continues
throughout this period.
------------------------------------------------------------------------------------
July 1, 1999 - Asymetrix delivers beta (release
candidate) build of the Librarian
software enhancements. All
components are in place.
- Testing reveals no known bugs. RC
testing pass begins and continues
until July 15.
------------------------------------------------------------------------------------
July 15, 1999 - Asymetrix delivers final (gold) build
of the Librarian software
enhancements. All components are in
place. Testing is complete.
------------------------------------------------------------------------------------
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PRICING DETAIL
FEATURE APPROX. PRICE
PERCENT OF
TOTAL
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API to determine if files are available for download to the student 15 $ 21,000.00
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Ability to use the Retrieve applet outside of the Course Manager 25 $ 35,000.00
applet, listing files available for download.
Note: The Retrieve applet shares some characteristics with the
Transfers applet that instructors will use. Nonetheless, populating
the Retrieve applet with data is a different process than populating
the Transfers applet. Equally significant, testing the two applets is
a substantial undertaking and requires treating the Retrieve and
Transfers applets separately.
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Ability to run an activity from outside of the Course Manager applet 5 $ 7,000.00
in the appropriate mode.
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If needed, provide information on how to call the Librarian -- N.C.
client-side Java API to implement Librarian API-based login to the
APEX course chooser without using the Librarian login applet.
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API to determine if files are pending download to the instructor or 15 $ 21,000.00
upload to the Librarian server. API to allow APEX to distinguish
between pending uploads and pending downloads.
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Ability to use the Transfers applet outside of the Librarian 25 $ 35,000.00
administrative interface for purposes of retrieving student-submitted
files from the Librarian server ("downloading") and for purposes of
transferring instructor-created files to the Librarian server
("uploading"). Automatically create list of files available for
download.
Note: The Transfers applet shares some characteristics with the
Retrieve applet that students will use. Nonetheless, populating the
Transfers applet with data is a different process than populating the
Retrieve applet. Equally significant, testing the two applets is a
substantial undertaking and requires treating the Transfers and
Retrieve applets separately.
----------------------------------------------------------------------------------------------------------
Provide two APIs to allow instructors to add evaluations for 15 $ 21,000.00
activities without using the Librarian administrative interface.
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TOTAL PRICE FOR ABOVE 100% $140,000.00
==========================
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CONSULTING HOURLY RATE
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Consulting help to be provided on a time-available basis for purposes $150.00
for planning implementation of a utility for submitting FAX files on
behalf of the student.
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PRICING NOTE: Testing by Asymetrix of this work will be at the same level as any
of their other product releases. The cost of this testing is accounted for in
the above prices and does not constitute an additional charge. The project
management time of ▇▇▇▇ ▇▇▇▇▇▇▇▇ required to manage the development / testing /
and delivery of these features is built in to the above prices and does not
constitute an extra charge.
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