Exhibit 10.99
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VCampus Corporation
FORM OF
ONLINE CONTENT CONVERSION AND DISTRIBUTION AGREEMENT
This ONLINE CONTENT CONVERSION AND DISTRIBUTION AGREEMENT (this "Agreement") is
made and effective as of the
day of
200
(the
"Effective Date"), by and between,
, a
corporation ("Publisher"), and VCampus Corporation, a
Delaware corporation ("VCampus").
RECITALS
WHEREAS, Publisher is the owner of certain educational and information materials
(the "Content"); and
WHEREAS, VCampus desires to convert such materials to an online format and
distribute such materials (the "Online Material"), using Internet-based
technology and other distribution methods pursuant to the terms and conditions
set forth in this Agreement; and
WHEREAS, the Content that is the subject of this Agreement is listed on Exhibit
A attached hereto;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
VCampus and Publisher hereby agree as follows.
1.
ONLINE MATERIAL.
(A)
LICENSE TO CREATE ONLINE MATERIAL. PUBLISHER HEREBY GRANTS VCAMPUS
A LICENSE TO CREATE ONLINE VERSIONS OF THE CONTENT (COLLECTIVELY, THE "ONLINE
MATERIAL" AND INDIVIDUALLY, A "TITLE" OF THE ONLINE MATERIAL). SUCH LICENSE IS
NONTRANSFERABLE; PROVIDED, HOWEVER, THAT VCAMPUS MAY USE THIRD PARTY SERVICE
PROVIDERS TO CONVERT THE CONTENT TO ONLINE MATERIAL. VCAMPUS IS FREE TO
INCORPORATE WEB-BASED INTERACTIVITY, COMPUTER BASED TRAINING CONCEPTS OR METHODS
AND OTHER TRAINING AND EDUCATIONAL METHODS OR PROCESSES IN THE ONLINE MATERIAL.
VCAMPUS SHALL HAVE THE RIGHT TO USE ITS "POWERED BY VCAMPUS" LOGO ON THE
INTRODUCTORY PAGE/SCREEN OF EACH TITLE OF ONLINE MATERIAL. PUBLISHER SHALL OWN
ALL ONLINE MATERIAL AND VCAMPUS HEREBY ASSIGNS ALL ITS RIGHTS, IF ANY, IN AND TO
THE ONLINE MATERIAL TO PUBLISHER. EACH OF VCAMPUS AND PUBLISHER MAY ONLY
DISTRIBUTE THE ONLINE MATERIAL PURSUANT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT. ANY AND ALL FEES CHARGED BY A PARTY HERETO FOR THE DISTRIBUTION OF
THE ONLINE MATERIAL TO THIRD PARTIES ARE AS SET FORTH ON EXHIBIT B ATTACHED
HERETO. ALL ONLINE MATERIAL SHALL BE CREATED AT VCAMPUS' SOLE COST AND EXPENSE.
(b)
Review and Approval of Online Material. VCampus shall deliver each
title of the Online Material to Publisher for review and approval prior to
making the same commercially available. Upon such delivery of a title, Publisher
shall have a period of 10 days to review and approve the title, such approval
not to be unreasonably withheld. Publisher's failure to raise objections within
this 10-day period will be deemed to constitute Publisher's approval.
(c)
Distribution of Online Material. Upon receipt of Publisher's
approval pursuant to Section 1(b), VCampus may distribute a title of the Online
Material via the Internet or any other electronic media.
(d)
Evaluation License. VCampus may distribute a title of the Online
Material on a trial or evaluation basis to end users that request an opportunity
to evaluate and test the title prior to purchasing the title for use. Such
distribution shall be subject to an Evaluation License that shall not exceed 60
days after the date of delivery. The Evaluation License shall be subject to the
review and approval of Publisher, not to be