IMPLIED, ON BEHALF OF THE OTHER.
(E)
FORCE MAJEURE. NEITHER PARTY SHALL BE RESPONSIBLE FOR DELAYS OR
FAILURE OF PERFORMANCE RESULTING FROM ACTS BEYOND THE REASONABLE CONTROL OF SUCH
PARTY, INCLUDING BUT NOT LIMITED TO, ACTS OF GOD, STRIKES, WALKOUTS, RIOTS, ACTS
OF WAR, EPIDEMICS, FAILURE OF SUPPLIERS TO PERFORM, GOVERNMENTAL REGULATIONS,
POWER FAILURE(S), EARTHQUAKES AND OTHER NATURAL DISASTERS.
(f)
Counterparts. This Agreement may be executed by the parties on
any number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on the parties notwithstanding that the parties
are not signatories to the same counterpart.
(G)
SURVIVAL OF CERTAIN PROVISIONS. SECTIONS 4(C), 5, 7, 8, 9, 10 AND
11 SHALL SURVIVE EXPIRATION OF THIS AGREEMENT OR TERMINATION OF THIS AGREEMENT
BY EITHER PARTY FOR ANY REASON.
(H)
AMENDMENTS. NO SUPPLEMENT, MODIFICATION, OR AMENDMENT OF THIS
AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN WRITING BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY TO THIS AGREEMENT.
(I)
ENTIRE AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT AND AGREE
TO BE BOUND BY ITS TERMS.
THIS AGREEMENT CONSTITUTES THE COMPLETE AND ENTIRE
AGREEMENT OF THE PARTIES AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS, ORAL OR
WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THIS
AGREEMENT AND TO THE SUBJECT MATTER HEREOF.
(J)
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
UNENFORCEABLE, SUCH PROVISION SHALL BE CONSIDERED TO BE DISTINCT AND SEVERAL
FROM THE OTHER PROVISIONS OF THIS AGREEMENT, AND SUCH UNENFORCEABILITY SHALL NOT
AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS.
IF ANY
PROVISION OF THIS AGREEMENT IS HELD TO BE UNENFORCEABLE AS WRITTEN BUT MAY BE
MADE ENFORCEABLE BY LIMITATION, THEN SUCH PROVISION SHALL BE ENFORCEABLE TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(The next page is the signature page.)
7
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the Effective Date.
PUBLISHER:
VCAMPUS CORPORATION
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
8
EXHIBIT A
PUBLISHER CONTENT
Author
Title
Release Date
A-1
EXHIBIT B
DISTRIBUTION FEES
[to be negotiated on a case-by-case basis]
All fees shall be paid on a calendar quarterly basis, not later than forty-five
(45) days after the end of the applicable quarter. A report shall be provided
with each payment in accordance with Section 4(b).
B-1
EXHIBIT C
PUBLISHER'S MARKETING PLAN FOR THE ONLINE MATERIAL
[to be provided by Publisher]
C-1
EXHIBIT D-1
SPECIAL PROJECTS
[to be negotiated, if applicable]
D-1