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EXHIBIT 10.20
NBD BANK AND NATIONAL TECHTEAM, INC.
END USER COMPUTER TRAINING AGREEMENT
This Agreement is made September 15, 1995, by and between NBD Bank,
including without limitation its now owned and hereafter acquired subsidiaries
and affiliates, hereafter "NBD", having its principle place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and National TechTeam, Inc.,
hereafter "NTT", having its principle place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
GENERAL.
Whereas NBD seeks to promote the long-term effectiveness of its employees by
improving their productive use of personal computers and software programs,
Whereas NTT would like to develop, customize, and deliver high-quality training
programs to meet NBD's needs. Therefore this Agreement, including the exhibits
which may be revised from time-to-time with the consent of both parties, sets
forth the training services and support as well as the terms and conditions
that will govern both parties. It is agreed that these and future services
will be adapted to the needs of NBD and delivered in a manner that will ensure
NBD's workforce gains and maintains a competitive advantage now and for the
future.
1. TERM AND TERMINATION.
1.01 INITIAL TERM. The initial term of this Agreement is 24
months.
1.02 AUTOMATIC RENEWAL. Unless otherwise terminated by either
party 60 days prior to the end of the then current term of the
Agreement, the Agreement shall automatically renew for successive
one-year terms. NTT will furnish NBD with a reminder notice of the
contract renewal 90 days prior to the automatic contract renewal
date.
1.03 TERMINATION WITHOUT CAUSE. Either party may terminate this
Agreement without cause by giving the other party 120 days advance
written notice.
1.04 TERMINATION WITH CAUSE. Either party may, upon giving the
required notice, terminate this Agreement with cause as specifically
set forth in other sections of this Agreement.
2. COURSES, CUSTOMIZATION, AND DOCUMENTATION SERVICES.
2.01 NBD BANK CLOSED ENROLLMENT. NTT will provide closed
enrollment, instructor-led training classes for the approved NBD
Standard software applications (see Exhibit A). These courses and
classes will be adapted to NBD's needs and will include beginning,
intermediate, and advanced level topics.
2.02 NEW COURSE DEVELOPMENT. NTT will assist NBD in meeting its
professional training needs by developing and delivering new
training courses and programs that enhance NBD's ability to deliver
high-quality services and products to its customers. New courses or
replacement courses for those on the NBD closed enrollment course
list require four to eight weeks to develop and another three to
four weeks following approval by NBD before they can be presented.
Course development and deployment will be accomplished using the
methodology defined in Exhibit B, Courseware Design Evaluation
Checklist.
2.03 MODIFICATION OF EXISTING COURSEWARE. As part of the
continuous process improvement, NTT will partner with NBD to modify
and adapt NTT's existing Courseware to NBD's specific needs.
Modification of existing Courseware, like the development of new
Courseware, will be guided by the process described in Exhibit B,
Courseware Design Evaluation Checklist.
2.03.1 Within seven business days after NTT completes each of the
steps listed in the process checklist, NBD will either
approve the work or specify changes to be made. If major
changes are requested by NBD following approval of the
expanded outline (Step 1), NTT and NBD will prepare a
revised development plan and schedule.
2.03.2 Course formats, descriptions, objectives and materials
developed by NTT shall be suitable for the intended NBD
enrollment. NTT Guidelines for development of customized
Courseware are set forth in Exhibit B, Courseware Design
Evaluation Checklist.
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 2 OF 19
September 15, 1995
2.03.3 Closed enrollment courses customized by NTT will include
course modules with objectives, functional content, and
examples that are tailored to NBD's business environment.
Course modules will be designed around logically grouped
functions and allow adequate practice time for students.
Each four hours of training will include one fifteen minute
break period.
2.03.4 NTT will make recommendations to NBD concerning course
format, length, and content for each class. The objective
is to structure each class to focus on specific application
functions to give students comprehensive exposure to program
functionality in the shortest possible time. NBD will have
final approval for course content, format, and length.
2.04 CUSTOMIZATION OF COURSEWARE. NTT will employ professionally
qualified Courseware developers to customize courses to NBD's
needs. Customization may include:
2.04.1 Revising the course outline by deleting or rearranging
existing modules or combining elements from more than one
course. Revisions may be made to shorten the length of the
training class or to meet special training needs or
constraints identified by NBD.
2.04.2 Developing specific examples or training exercises that are
tailored to the course and to the students.
2.04.3 Adapting the class to local operating procedures or
hardware requirements.
2.04.4 Preparing special class participant guides, job aids, and
other related training materials for students.
2.04.5 NTT will offer, for a fee and production cost, document and
consulting services that may be needed to support the
training (see Exhibit D).
2.04.6 Travel expenses for Courseware developers performing
services 60 miles or more from the designated NTT training
hubs (see Exhibit D), which are chargeable at actual cost,
will be separately identified and itemized on invoices. NTT
will ensure that these costs are reasonable and generally
conform to NBD's policies and practices for the
reimbursement of reasonable expenses to its employees.
Expenses may include transportation, lodging, meals, and
other expenses incurred incidental to the travel.
2.05 COURSEWARE RIGHTS. NTT will customize Courseware and other
training materials needed for NBD's closed enrollment programs.
NBD will have the right to use NTT customized Courseware during
the term of the Agreement and thereafter will retain the rights to
confidentiality of such customized Courseware. NTT may not use
Courseware customized for NBD in any other industrial, commercial,
or government activity. NTT may, however, with NBD's approval and
direction, use such material for a reasonable period of time to
conduct training classes for organizations formerly owned by NBD.
2.06 COURSEWARE COPYRIGHTS AND RIGHTS OF USE. NTT retains full
copyrights and distribution rights for the NBD customized
Courseware in both use and delivery. During the term of the
Agreement, NTT grants to NBD the right to use this course material
for its internal use only. Exhibit D list pricing for Courseware.
2.07 COURSEWARE MATERIALS. During the term of the Agreement, NTT
will furnish NBD with electronic and hardcopy versions of all
current NBD customized Courseware, course examples, instructor
manuals, teaching materials, and other course related data files.
NBD is responsible for maintaining its own back-up files of
current course material.
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 3 OF 19
September 15, 1995
2.08 ENROLLMENT AGENT. NTT is designated to act as an agent on
behalf of NBD for the limited purpose of negotiating enrollment
arrangements with Inacom Information Services or other third parties
that are approved by NBD.
2.09 OPEN ENROLLMENT COURSES. NTT has partnered with Inacom
Information Services to provide NBD with training for programs and
applications that are not included in the NTT developed and
delivered closed enrollment program. The intent of the open
enrollment program is to ensure that training is available to NBD
employees and organizations that are not using software supported
under the closed enrollment program; open enrollment courses include
beginning, intermediate, and advanced training. NTT may, if
requested by NBD, provide open enrollment training where NTT has the
required course materials or otherwise agrees to provide the
training.
2.10 CANCELLATION POLICY FOR OPEN ENROLLMENT. Unless otherwise
agreed, the procedure and practices for cancellation of open
enrollment classes provided by third parties, including Inacom
Information Services and its affiliates, will be identical to NTT's.
2.11 STUDENT ENROLLMENT. NTT will provide Inacom Information
Services and its affiliates with enrollment confirmation information
for NBD employees that will be attending their open enrollment
classes. When NTT confirms each employee's class enrollment, the
employee will be given a class enrollment confirmation number to be
presented at the class.
2.12 PAYMENT FOR OPEN ENROLLMENT CLASSES. NBD will be billed in
advance for the cost of coupons purchased by NTT for NBD's use; they
will be procured monthly based on forecasted training requirements
furnished by NBD. Training coupons remain the property of NBD.
3. QUALITY CONTROL.
3.01 REGULARLY SCHEDULED PERFORMANCE REVIEWS. NTT and NBD hold
quality performance review meetings every two months to assess the
quality of courses, instruction , and such other matters as deemed
appropriate. The agenda for these meetings will include, but is not
limited to, course content, materials, instructors, evaluations,
testing, facilities, scheduling, registration, and billing.
3.02 PERFORMANCE DEFICIENCIES AND RESOLUTION. Should NBD conclude
that the NTT training programs are not meeting NBD standards, NTT
will take immediate action to rectify the deficiencies. NBD will
provide NTT with a written list of the deficiencies and NTT will be
given a reasonable time to develop and implement corrective actions
that are acceptable to NBD. If NTT is unable within a reasonable
time, not to exceed 30 days, to correct the deficiencies to comply
with NBD standards, NBD may terminate the Agreement.
3.03 ASSESSMENTS AND EVALUATIONS. NTT will provide a "pre-course"
student skill assessment tool as an instrument for determining
course level placement. The parties will also use the ▇▇▇▇▇▇▇▇▇▇▇
Assessment Model to measure skill improvement of students at the
four levels described below. NTT will administer all assessment and
evaluation processes and the results will be reported to NBD on a
monthly or quarterly basis as appropriate.
3.03.1 Level I evaluations, which measure each student's reaction
to training on the day of training, will be administered by
NTT at the end of the class and tracked electronically.
Statistical analysis and evaluation of the results will be
given to NBD monthly or on request.
3.03.2 Level II evaluations, which measure what each student
learned during the class, will be based on pre- and
post-training evaluations; the assessment measures will be
jointly developed by NBD and NTT.
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 4 OF 19
September 15, 1995
3.03.3 Level III evaluations, which measure the student's ability
to apply the knowledge gained in the classroom to the job,
are normally reviewed 30 - 45 days after completion of
training. Unlike level I and II evaluations, level III
evaluations are based on statistically valid random samples
of students and are performed quarterly.
3.03.4 Level IV evaluations measure the effect that training has
on the productivity and return on investment; the assessment
measures will be developed jointly by NBD and NTT during the
initial term of the Agreement. Level IV evaluations are
based on statistically valid random samples of students and
are performed quarterly.
4. REGISTRATION.
4.01 CLOSED ENROLLMENT COURSE CATALOGS. NTT will provide NBD with
a customized course catalog containing information about courses and
classes offered to NBD employees; the catalog will be updated and
distributed three times each year.
4.02 REGISTRATION PROCEDURE. NBD employees will register for all
closed enrollment, open enrollment, and NBD taught classes by
calling NTT's training center (see Exhibit E). Students must bring
a properly completed class confirmation notice, with their cost
center manager's signature, to class; NTT will return class rosters
and the signed confirmation notices to NBD.
4.03 MAXIMUM CLASS ENROLLMENT. Unless otherwise requested by NBD,
class enrollment will be limited to a maximum of 12 students.
4.04 CLASS CONFIRMATIONS. NTT will send each registered student a
class confirmation notice acknowledging enrollment in the class;
confirmation notices will include the student's name, course title,
and the class date, time, and location. The form and method of
delivering class confirmation notices will be jointly determined by
both parties and may change as technology evolves. All costs
incurred for administering class confirmations are included in the
course fees and are borne by NTT.
4.05 REGISTRATION AND ATTENDANCE DATA FILE TRANSFERS. NTT will
provide NBD with a monthly electronic file download of NBD employee
class registration and attendance information in a format compatible
with NBD's registration and tracking system. NTT will maintain NBD
class registration information for two years after the course
training date.
4.06 CANCELLATION POLICY. Students that need to cancel their
enrollment in NTT closed enrollment classes may do so by telephoning
the NTT training center (see Exhibit E). NTT will attempt to
reschedule the student for the next available class and will update
the student record to reflect the change.
4.06.1 If NTT receives a request for enrollment cancellation five
business days or more in advance of a scheduled class, the
class fee will be fully refunded.
4.06.2 If NTT receives a request for enrollment cancellation three
to five business days in advance of a scheduled class, 75% of
the class fee will be refunded. However, if NTT is successful
in filling the class opening with another employee on the
waiting list, the class fee will be fully refunded.
4.06.3 If NTT receives a request for enrollment cancellation less
than three business days in advance of a scheduled class, no
refund will be given. However, if NTT is successful in
filling the class opening with another employee on the
waiting list, the class fee will be fully refunded.
4.07 PER STUDENT CLASSES. Per student classes include an
instructor and manuals in addition to registration, scheduling,
course customization, and other program management expertise. If
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 5 OF 19
September 15, 1995
NBD chooses the NTT per student pricing model, NTT will administer
registrations and cancellations caused by low enrollment. If,
five days prior to the class, enrollment is less than seven
students at a hub location or five students at a remote location,
NTT has the option of canceling the class at no charge to NBD. If
the number of students fails to meet the minimum of students
required for the class, NBD may elect to pay the group rate for
the training.
4.08 GROUP CLASSES. Group classes include an instructor and
manuals. In addition, it is agreed that NTT will track student
participation in group classes by entering enrollment information,
provided by NBD, in the NTT registration system. Special requests
or group classes arranged and administered by an NBD coordinator
will never be canceled by NTT; group class cancellations must be
made by NBD at least five business days in advance of the class.
NBD will assume responsibility for making and administering
registrations, cancellations, and confirmations; group rates will
apply (see Exhibit D).
5. ADMINISTRATION.
5.01 CLOSED ENROLLMENT CLASSES. NTT will manage the
administrative tasks related to scheduling, registration, marketing,
management reporting, and billing for NBD closed enrollment.
5.02 OPEN ENROLLMENT CLASSES. NTT will coordinate NBD student
class registrations, confirmations, and cancellations for open
enrollment courses taught by Inacom Information Services.
5.03 CATALOGS. NTT will develop and distribute customized NBD
training catalogs at four month intervals listing course
descriptions, schedules, prerequisites, and administrative policies
for NBD closed enrollment courses.
5.04 INVOICING. NTT will provide appropriately detailed invoices
monthly (content and format will be approved by NBD) to NBD at the
address shown below for closed enrollment classes, services, and
Inacom training coupons purchased on behalf of NBD by NTT under this
Agreement. A second information only copy of the invoice and
supporting detail will be sent to the Systems Development Division.
Payment terms will be net 30 days from invoice date.
NBD Bank
Administration Support, 2nd Floor
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
6. FACILITIES.
6.01 COMPUTER WORKSTATION CONFIGURATION. NTT will provide
classroom facilities, equipment, and software which duplicate the
predominant computing environment as defined by the NBD End-User
Computing Desktop Standards.
6.02 TRAINING AIDS AND EQUIPMENT. NTT will provide classrooms
equipped with workstation screen projection system capable of
projecting readable screen images from the instructor's workstation
for viewing by all students. In addition, overhead projection
equipment, dry-marker boards, and flip-charts will be available as
needed.
6.03 NTT TRAINING CENTER AND TRAINING HUB LOCATIONS. NTT training
center and hub locations are listed in Exhibit E.
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 6 OF 19
September 15, 1995
7. INSTRUCTORS.
7.01 INSTRUCTOR QUALIFICATIONS. NTT will provide instructors
qualified to teach the closed enrollment courses listed on Exhibit
A. NTT will certify that each instructor has acquired a practical
knowledge of the NBD closed enrollment programs.
7.02 CLASS AUDITS AND REMOVAL OF INSTRUCTORS. NBD may conduct
audits on the classes taught by NTT to ensure that training meets
NBD's standards. NBD and NTT agree to use the Instructor Evaluation
form (see Exhibit C) as a tool to measure for quality performance.
NBD may, upon giving NTT adequate advance written notice, request
that a specific instructor not be assigned to teach an NBD closed
enrollment course or class.
7.03 REGULAR TRAINING HOURS. Instructors will be available to
teach at the designated facilities during regular business hours,
i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday. At NBD's
request, training may be scheduled outside of regular business hours
at mutually agreeable times for an additional fee (see Exhibit D).
7.04 TRAVEL EXPENSES. Travel expenses for instructors performing
services 60 miles or more from the designated NTT Training Hubs (see
Exhibit E), chargeable actual cost, will be separately identified
and itemized on invoices sent to NBD. NTT will ensure that these
costs are reasonable and generally conform to NBD's policies and
practices for the reimbursement of reasonable expenses to its
employees. Expenses may include transportation, lodging, meals, and
other expenses incurred incidental to the travel.
8. PRICING AND SPECIAL TERMS.
8.01 CLOSED ENROLLMENT. NTT will provide NBD with quality
instructors, registration, class customization services, and
Courseware for closed enrollment at NTT's or NBD's facilities (see
Exhibit D).
8.02 OPEN ENROLLMENT. Inacom Information Services pricing for
open enrollment programs is listed in Exhibit D.
8.03 PRICE PROTECTION. During the initial term of this Agreement,
the price list shown on Exhibit D will apply. Following the initial
term of the Agreement NTT will limit increases on both a per student
and group basis to no more than eight percent of the prior year's
rate.
8.04 In the future, if NBD should separately contract with NTT to
provide corporate help desk support, NBD shall be entitled to a
$15.00 credit per student per class attended from NTT's Standard
Subscription Support Service charge.
9. CONFIDENTIALITY
9.01 CONFIDENTIAL AND PROPRIETARY INFORMATION. Documentation and
information, including orally or visually disclosed, is confidential
if:
9.01.1 It is designated as confidential or proprietary, by letter,
stamp or legend; by verbal notice, or
9.01.2 It would be apparent to a reasonable person, familiar with
the disclosing party's business or the industry in which it
operates, that such information is of a confidential or
proprietary nature. All such proprietary or confidential
information, collectively, "Proprietary Information", shall
be treated confidentially by the receiving party and its
employees and shall not be disclosed by the receiving party
without the disclosing party's prior written consent.
Proprietary Information shall include, but is not limited
to, the names, addresses and telephone information
concerning NBD employees and customers, as well as all
technical
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 7 OF 19
September 15, 1995
information and documentation not generally available to
end users which NBD provides to NTT hereunder.
9.02 TREATMENT OF PROPRIETARY INFORMATION. A party to the
Agreement shall not duplicate or in any from reproduce, summarize,
or otherwise disclose Proprietary Information of the other party,
except in accordance with the terms and conditions of this
Agreement. Each party shall have an appropriate Agreement with each
of its employees and agents having access to the other party's
Proprietary Information sufficient to enable that party to comply
with all terms of this Agreement. Each party agrees to protect the
other's Proprietary Information with the same standard of care and
procedures which it uses to protect its own trade secrets and
confidential or Proprietary Information of like importance and, in
any event, shall adopt or maintain procedures reasonably calculated
to protect such Proprietary Information.
9.03 FURTHER TREATMENT OF PROPRIETARY INFORMATION. Each party
agrees to hold all Proprietary Information of the other party in
trust and confidence for the other party and not to use the same
other than as expressly authorized under this Agreement or in
furtherance of its obligations under this agreement. Each party
agrees not to disclose any such Proprietary Information, without the
prior written consent of the other party, to anyone other than each
party's employees, agents, or contractors who have a need to know
same to carry out the rights granted hereunder or as required under
any applicable law or regulation.
9.04 EXCEPTIONS. Any obligation in the confidentiality provisions
of this Agreement does not apply to any information which:
9.04.1 Is or becomes known publicly through no fault of the
receiving party; or;
9.04.2 Is already known or becomes known to the receiving party,
except as listed or specified in writing by the receiving
party as being the subject of previous discussions between
the disclosing party and the receiving party regarding
Proprietary Information, and is so agreed by both parties;
or;
9.04.3 Is developed by or for the receiving party independent of
activities under this Agreement.
10. INDEMNITY.
10.01 INDEMNIFICATION BY NTT. NTT agrees to indemnify and hold NBD
harmless from and against any and all claims, demands, costs and
liabilities, including all reasonable legal fees and expenses, of
any kind whatsoever, arising directly or indirectly out of NTT's
performance under this Agreement. NBD agrees to promptly notify NTT
if any such claims arise and offer NTT reasonable assistance and
information necessary in responding to and defending against any
such claims.
10.02 INDEMNIFICATION BY NBD. If notified in writing of any action or
prior claim brought against NTT alleging that NTT's use of the
Product or any other materials provided to NTT by NBD hereunder
infringes any valid United States patent or copyright, NBD will
defend that action at its expense and will pay the costs and
damages awarded against NTT in the action, provided:
10.02.1 NBD shall have sole control of the defense of any such
action and all negotiations for its settlement or
compromise; and
10.02.2 NTT, and where applicable, those for whom NTT is in law
responsible, cooperate fully with NBD in its defense of the
action; and
10.02.3 NBD shall have no liability if the action results from the
use of the Product or other materials delivered by NBD for
purposes or in an environment for which it was not designed,
modification of the Product or other materials delivered by
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 8 OF 19
September 15, 1995
NBD or use of the Product or material delivered by
NBD in combination with software or other products not
supplied by NBD.
10.03 LIMITATION OF LIABILITY. Neither NBD or NTT shall be liable to the
other for incidental, consequential, exemplary, indirect or special
damages of any kind including, without limitation, loss of profits,
savings, revenue, or other commercial loss or the claims of third
parties including end users whether or not advised of the
possibility of such loss, however caused and on any theory of
liability, arising out of this Agreement or the relationship of
NBD and NTT.
11. MISCELLANEOUS
11.01 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties concerning the subject matter hereof and
supersedes all prior statements, representations, discussion,
negotiations and Agreements, both oral and written.
11.02 AMENDMENT OR WAIVER. This Agreement may not be amended or modified
except in a writing signed by authorized officers of both parties.
11.03 ILLEGAL OR UNENFORCEABLE PROVISIONS. In the event that any one or
more of the provisions of this Agreement shall be found to be
illegal or unenforceable, this Agreement shall nevertheless remain
in full force and effect, and such term or provision shall be deemed
severed.
11.04 INDEPENDENT CONTRACTORS. The parties to this Agreement are
independent contractors. No relationship or principal to agent,
master to servant, employer to employee or franchiser to franchisee
is established hereby between the parties. Neither party has the
authority to bind the other or incur any obligation on its behalf.
11.05 NO WAIVER. Neither of the party's rights to enforce provisions of
this Agreement shall be affected by any prior course of dealing,
waiver, delay, omission or forbearance.
11.06 ASSIGNMENT. This Agreement and the rights granted hereunder shall
not be assigned, encumbered by security interest or otherwise
transferred by NTT without the prior written consent of NBD. NBD
may assign this Agreement at any time upon giving written notice of
such action to NTT.
11.07 NOTICES. Any notice or other communication to the parties shall be
sent to the addresses shown below or such other places as they may
from time to time specify by notice in writing to the other party.
Any such notice or other communication shall be in writing, and,
unless delivered to a responsible officer of the addressee, shall be
given by overnight courier, facsimile or telex and shall be deemed
to have been given when such notice should have reached the
addressee in the ordinary course.
NATIONAL TECHTEAM, INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
ATTN: ▇▇▇▇▇▇ Webermin, Vice President
(▇▇▇) ▇▇▇-▇▇▇▇ Telephone
(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile
NBD BANK
Administration Support, 2nd Floor
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Telephone
(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇/▇▇▇ ▇▇▇ USER COMPUTER TRAINING AGREEMENT, PAGE 9 OF 9
September 12, 1995
11.08 FURTHER ASSURANCES. The parties agree to do all such things
and to execute such further documents as may reasonably be required
to give full effect to this Agreement.
11.09 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan
without reference to conflict of laws principles.
11.10 JURISDICTION. Any dispute arising out of this Agreement
shall exclusively be brought in the state and federal courts within
▇▇▇▇▇ County, Michigan.
WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Agreement as of the Effective Date first above written.
NBD BANK NATIONAL TECHTEAM
By /s/ ▇▇▇ ▇▇▇▇▇▇▇ By ▇▇▇▇▇▇ ▇. Webermin
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Name ▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇ ▇. WEBERMIN
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(print or type) (print or type)
Title First Vice President Title Vice President
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Date 9/20/95 Date Sept. 26, 1995
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NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 10 OF 10
September 12, 1995
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EXHIBIT A
NBD CLOSED ENROLLMENT
CUSTOMIZED STANDARD SOFTWARE COURSES
COURSE
COURSE TITLE HOURS
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Introduction to Personal Computers 4
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Introduction to LAN Concepts 2
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Novell Netware Use and Operations 2
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Microsoft Windows 4
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Lotus SmartSuite Interface and Commonalties 4
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Lotus Ami Pro 3.1 Fundamentals 8
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Lotus Ami Pro 3.1 Formatting 4
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Lotus Ami Pro 3.1 Tables and Forms 4
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Lotus Ami Pro 3.1 Macros 4
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Lotus Ami Pro 3.1 Managing Style Sheets 4
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Lotus Freelance 2.1 Fundamentals 8
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Lotus Freelance 2.1 Presentations 4
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Lotus Approach 3.0 Fundamentals 8
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Lotus Approach 3.0 Find and Report 4
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Lotus Approach 3.0 Templates 4
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Lotus 1-2-3 5.0 Fundamentals 8
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Lotus 1-2-3 5.0 Linking 4
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Lotus 1-2-3 5.0 Printing Techniques 4
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Lotus 1-2-3 5.0 Charting 4
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Lotus 1-2-3 5.0 Databases 4
------------------------------------------------------------------
Lotus Organizer 1.1 and 2.0 Fundamentals 4
------------------------------------------------------------------
Lotus Organizer 1.1 and 2.0 Personal Data Management 4
------------------------------------------------------------------
Lotus cc:Mail 2.1 Fundamentals 4
------------------------------------------------------------------
Lotus SmartSuite 3.1 Integration 4
------------------------------------------------------------------
Microsoft Access 2.0 8
------------------------------------------------------------------
Microsoft Project 4.0 16
------------------------------------------------------------------
11
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 11 OF 11
September 12, 1995
EXHIBIT A (CONTINUED)
NBD OPEN ENROLLMENT
NON-STANDARD SOFTWARE COURSES
COURSE
COURSE TITLE HOURS
--------------------------------------
Introduction to DOS 8
--------------------------------------
DOS based applications 8
--------------------------------------
WordPerfect for Windows 8
--------------------------------------
Microsoft Word for Windows 8
--------------------------------------
Microsoft Excel 8
--------------------------------------
12
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 12 OF 12
September 12, 1995
EXHIBIT B
COURSEWARE DESIGN EVALUATION CHECKLIST
The attached Courseware Design Evaluation Checklist has been prepared by
National TechTeam for use by National TechTeam Lead Documentation Specialist to
ensure that all quality checks have been performed for each documentation
deliverable. This Courseware Design Evaluation Checklist is to be used in
addition to Project Tracking Sheets which are incorporated at key deliverable
points.
The result is a quality product and a guarantee that all internal ISO 9000
Quality Standards and external customer expectations have been met.
PART I: PROCESS CHECKLIST
The documentation development is currently defined as a 9-step process. Each
step is supportive of the following step and adheres to all customer
expectations and timing. The process may vary according to customer
specification and is subject to change as additional steps are incorporated.
A Training/Documentation Model Timeline is distributed to the development team
prior to project start.
PART II: SPECIFIC COMPONENTS CHECKLIST
Components to be included in the documentation development process are
identified and accounted for. These components are incorporated into the
document development and tracked by the Lead Documenter.
13
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 13 OF 13
September 12, 1995
EXHIBIT B (CONTINUED)
COURSEWARE DESIGN EVALUATION CHECKLIST
This document is to be completed by the Lead Documenter for a course. Upon
completion of this document, attach supplemental Project Tracking Sheets.
PART I: PROCESS CHECKLIST
STEP COMPLETE
-------------------------------------------------------------------------------------------------------
1. Course adheres to approved, expanded outline
-------------------------------------------------------------------------------------------------------
2. Course is developed for appropriate audience profile
-------------------------------------------------------------------------------------------------------
3. Course is developed with predetermined prerequisites in mind
-------------------------------------------------------------------------------------------------------
4. Course is dry run
-------------------------------------------------------------------------------------------------------
5. Course is piloted
-------------------------------------------------------------------------------------------------------
6. All necessary revisions have been made
-------------------------------------------------------------------------------------------------------
7. Subject Matter Expert (SME) and NBD Project Manager review/approve final course material
-------------------------------------------------------------------------------------------------------
8. NBD Project Manager reviews/approves final instructor notes
-------------------------------------------------------------------------------------------------------
9. Final materials ready for production (delivery to customer)
-------------------------------------------------------------------------------------------------------
14
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 14 OF 14
September 12, 1995
EXHIBIT B (CONTINUED)
PART II: SPECIFIC COMPONENTS CHECKLIST
---------------------------------------------------------------------------------------------------
COMPONENT COMPLETE
---------------------------------------------------------------------------------------------------
COURSE OBJECTIVES ARE:
---------------------------------------------------------------------------------------------------
Goal Oriented
---------------------------------------------------------------------------------------------------
Measurable
---------------------------------------------------------------------------------------------------
Written in active tense
---------------------------------------------------------------------------------------------------
INDIVIDUAL LESSON OBJECTIVES ARE:
---------------------------------------------------------------------------------------------------
Goal-oriented
---------------------------------------------------------------------------------------------------
Measurable
---------------------------------------------------------------------------------------------------
Written in active tense
---------------------------------------------------------------------------------------------------
COURSE LENGTH MEETS REQUIREMENTS
---------------------------------------------------------------------------------------------------
COURSE CONTENT/MATERIAL HAS BEEN REVIEWED FOR:
---------------------------------------------------------------------------------------------------
Technical accuracy
---------------------------------------------------------------------------------------------------
Inclusion of specific NBD examples illustrating the taught concepts where applicable
---------------------------------------------------------------------------------------------------
Logical instructional flow
---------------------------------------------------------------------------------------------------
Content matching objectives and audience
---------------------------------------------------------------------------------------------------
Consistent leveling among topics
---------------------------------------------------------------------------------------------------
Formatting consistency
---------------------------------------------------------------------------------------------------
Inclusion of appropriate on-the-job examples
---------------------------------------------------------------------------------------------------
Hands-on activities adequate to help students reinforce the knowledge and skills needed
on the job
---------------------------------------------------------------------------------------------------
Practice Exercises providing step-by-step activities on how to perform specific functions
---------------------------------------------------------------------------------------------------
Practice Exercises are adequate throughout modules
---------------------------------------------------------------------------------------------------
Independent Exercises are comprehensive, summary exercises of all functions from one
lesson or module
---------------------------------------------------------------------------------------------------
Graphics, charts, diagrams, illustrations are accurate and correct
---------------------------------------------------------------------------------------------------
Graphics, charts, diagrams, illustrations are appropriately provided where necessary
---------------------------------------------------------------------------------------------------
Visual aids are provided when necessary
---------------------------------------------------------------------------------------------------
Student Data Files are complete and correct
---------------------------------------------------------------------------------------------------
Instructor Notes are complete and accurate
---------------------------------------------------------------------------------------------------
Pilot Evaluations were utilized and data has been compiled
---------------------------------------------------------------------------------------------------
QUALITY ASSURANCE:
---------------------------------------------------------------------------------------------------
1st draft edited for grammar, spelling and format
---------------------------------------------------------------------------------------------------
2nd draft edited for grammar, spelling and format
---------------------------------------------------------------------------------------------------
Technical writer keystroked
---------------------------------------------------------------------------------------------------
Instructor Keystroked
---------------------------------------------------------------------------------------------------
Project tracking sheets maintained and filed for reference
---------------------------------------------------------------------------------------------------
15
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 15 OF 15
September 12, 1995
EXHIBIT B (CONTINUED)
PART II: SPECIFIC COMPONENTS CHECKLIST
COMPONENT COMPLETE
CLIENT ACCEPTANCE (NBD):
Participant satisfaction
Participants' expectations were met
The defined NBD process was followed
JOB AIDS:
Supplied when necessary
Provide students with tools to integrate skills on the job
EVALUATIONS:
Designed to measure how well learning objectives were met
A plan in place to analyze evaluations, measure results,
and recommend continuous improvement opportunities
A plan in place for the post-instruction evaluation
16
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 16 OF 19
September 15, 1995
EXHIBIT C
INSTRUCTOR EVALUATION FORM
Please see the following page for a detailed description of the Instructor
Evaluation spreadsheet.
17
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 17 OF 19
September 15, 1995
INSTRUCTOR EVALUATION FORM EVALUATOR
INSTRUCTOR'S NAME DATE
CLASS MANAGER
EVALUATION CRITERIA STRONGLY AGREE AGREE NEUTRAL DISAGREE STRONGLY DISAGREE NA
COURSE INTRODUCTION
Introduces housekeeping information 5 4 3 2 1 0
Presents agenda 5 4 3 2 1 0
Has students introduce themselves 5 4 3 2 1 0
Asks for student expectations 5 4 3 2 1 0
States course objectives 5 4 3 2 1 0
INSTRUCTOR PROFESSIONALISM
Professional Grooming 5 4 3 2 1 0
Greets students 5 4 3 2 1 0
Uses positive body language 5 4 3 2 1 0
INSTRUCTOR'S ENERGY
Voice is clear, easy to hear 5 4 3 2 1 0
Friendly, polite, enthusiastic 5 4 3 2 1 0
Voice varies in volume and tempo 5 4 3 2 1 0
Posture is appropriate 5 4 3 2 1 0
Moves around room 5 4 3 2 1 0
Appears confident 5 4 3 2 1 0
PRESENTATION
Presentation 5 4 3 2 1 0
Prepares materials before class 5 4 3 2 1 0
Writing is legible 5 4 3 2 1 0
Written information can be seen 5 4 3 2 1 0
References projection display 5 4 3 2 1 0
Verifies students are at proper screen before moving on 5 4 3 2 1 0
Avoids touching students' computers 5 4 3 2 1 0
PEOPLE SKILLS
Maintains eye contact 5 4 3 2 1 0
Uses students' names 5 4 3 2 1 0
Listens to students 5 4 3 2 1 0
Encourages students to ask questions 5 4 3 2 1 0
Responds to questions to student's satisfaction 5 4 3 2 1 0
Periodically asks open-ended questions 5 4 3 2 1 0
Pauses for students to respond 5 4 3 2 1 0
Records unresolved questions 5 4 3 2 1 0
Incorporates work examples into presentation 5 4 3 2 1 0
References are non-discriminatory 5 4 3 2 1 0
Refers back to course objectives during presentation 5 4 3 2 1 0
Keeps discussion on topic 5 4 3 2 1 0
Understands terminology used 5 4 3 2 1 0
Provides guidance to students who fall behind 5 4 3 2 1 0
Allows students adequate time to complete exercises 5 4 3 2 1 0
Gives positive feedback 5 4 3 2 1 0
Summarizes objective before moving ahead 5 4 3 2 1 0
TIMING
Starts class on time 5 4 3 2 1 0
Starts class after breaks on time 5 4 3 2 1 0
Adjusts the pacing to fit students' needs 5 4 3 2 1 0
Ends class on time 5 4 3 2 1 0
Is available before and after class 5 4 3 2 1 0
ADDITIONAL COMMENTS
CERTIFICATION
Is the instructor certified to train this class? Y N
If no, what are the recommendations to attain certification
18
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 18 OF 19
September 15, 1995
EXHIBIT D
CLOSED ENROLLMENT AND OPEN ENROLLMENT
PRICING AND SPECIAL TERMS
--------------------------------------------------------------------------------------------------------------------------
COST
-------------------------------------------------------
CLIENT SITE VENDOR SITE CLIENT SITE
-------------------------------------------------------
DESCRIPTION(1) CLIENT EQUIPMENT VENDOR EQUIPMENT VENDOR EQUIPMENT(2)
--------------------------------------------------------------------------------------------------------------------------
CLOSED ENROLLMENT
----------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
COST FOR 1001 + STUDENTS
--------------------------------------------------------------------------------------------------------------------------
8 hour class, per student 75.00 95.00 75.00
--------------------------------------------------------------------------------------------------------------------------
4 hour class, per student 50.00 65.00 50.00
--------------------------------------------------------------------------------------------------------------------------
2 hour class, per student 35.00 45.00 35.00
--------------------------------------------------------------------------------------------------------------------------
Two 4 hour classes or four 2 hour classes, per day per site (Group) 575.00 750.00 575.00
--------------------------------------------------------------------------------------------------------------------------
One 4 hour class or two 2 hour classes, per day per site (Group) 375.00 495.00 375.00
--------------------------------------------------------------------------------------------------------------------------
Premium for services outside of regular business hours (i.e., 8:00
a.m. - 5:00 p.m., Monday - Friday), not to exceed a premium of
30%.
--------------------------------------------------------------------------------------------------------------------------
OPEN ENROLLMENT (INACOM)
--------------------------------------------------------------------------------------------------------------------------
8 hour class, per student 110.00
--------------------------------------------------------------------------------------------------------------------------
OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
Executive Training and Consultation for specific training needs,
per hour(3) 40.00 40.00 40.00
--------------------------------------------------------------------------------------------------------------------------
Tutorial Services Including Travel (6 x $95) 570.00 570.00 570.00
--------------------------------------------------------------------------------------------------------------------------
Documentation and Consultation fee, per hour 40.00
--------------------------------------------------------------------------------------------------------------------------
Room Rental Only, per day per site 495.00
--------------------------------------------------------------------------------------------------------------------------
_________________________
1
Unless otherwise requested or approved by NBD, class enrollment will be limited
to a maximum of 12 students.
2
Equipment will be charged at cost by NTT.
3
Two hour minimum.
19
NBD/NTT END USER COMPUTER TRAINING AGREEMENT, PAGE 19 OF 19
SEPTEMBER 15, 1995
EXHIBIT E
NATIONAL TECHTEAM, INC.
TRAINING CENTER AND TRAINING HUB LOCATIONS
NATIONAL TECHTEAM TRAINING CENTER AND TRAINING HUB LOCATIONS. Travel expenses
for training provided more than 60 miles from a Hub Location are billable as an
additional charge.
Chicago, IL(4)
Columbus, OH
Dearborn, MI
Flint, MI
Fort ▇▇▇▇▇, IN
Grand Rapids, MI(4)
Indianapolis, IN(4)
Lansing, MI
London, UK(4)
Merrillville, IN(4)
Saginaw, MI
Southfield, MI(4)
Troy, MI(4)
CLASS REGISTRATION TELEPHONE NUMBER: ▇ (▇▇▇) ▇▇▇-▇▇▇▇
_____________________________
4 NTT Training Hub Location.