FlexTraining License Agreement (cont.)

FlexTraining Software

Software License Agreement

March 13, 2002





Online Development ("Vendor"), maker of the FlexTraining Web Based Training Solution, hereby licenses FlexTraining Software and data structures for use by:


______________________________________, hereafter known as "Client".   Client agrees to abide by the terms and conditions described in the remainder of this document.


FlexTraining is a distributed education framework for companies and organizations who require on-demand training for Employees, Customers, Clients, or Members. The FlexTraining platform lets you define, create and conduct your own training courses over an Intranet or the Internet.


Unlike other Web Based Training systems, it requires no extra "plug-in" software and courses can be set up and managed on an ongoing basis without direct involvement from Client's Information Systems staff.




License Agreement


The terms of the License Agreement are as follows:


  1. Vendor will provide Client with a fully-functioning set of all 3 FlexTraining Software Modules and installation documentation:
  1. FlexTraining Administration Module
  2. FlexTraining Student Module
  3. FlexTraining Instructor Module


This includes an Installation CD and a hard copy of the FlexTraining Installation and Administration Guide.


  1. Vendor (or its distributor) will provide sufficient phone-based and e-mail-based support during the Initial Support Period (30 days from receipt of software) to allow  successful installation and configuration of the software.  Vendor will also provide general advice as to how to assemble courses and conduct the training classes using FlexTraining software.
  2. If client requests support, client will allow Vendor access to its training material and visibility into its content development process.
  3. Client will escalate any suspected software issues or problems to Vendor for investigation, after sufficient testing by Client to insure that its data is defined correctly and the system is set up properly to the best of its knowledge.
  4. Client is responsible for abiding by the Software License Terms and Conditions below, unless otherwise noted.
  5. Software License Fee: Client will pay a fee of $8900 to Vendor, for use of the FlexTraining Software, due before shipment of the product to the Client.
  6. Client may not resell or re-license the FlexTraining software (though it may sell training classes) at any time under this agreement.  Unauthorized duplication or re-sale of the FlexTraining software will be considered a Software License Violation.
  7. Client may continue use of the software indefinitely, or discontinue use at any time. Discontinuation of use of the software will not reduce or eliminate any damages due which result from a Software License Violation.




Software License Terms and Conditions:


  1. FlexTraining Software is licensed for a single web server.  This is defined as one computer running a web server and database software with whatever LAN, WAN, Intranet or Internet connectivity that Client wishes.  FlexTraining is designed to run on the Microsoft IIS server, version 4 or newer, under Windows NT Server or Windows 2000 (Server or Enterprise Version).
  2. Client may establish and execute as many Courses, Scheduled Classes, and Student Enrollments as it wishes, limited only by the capacity of Client's hardware and connectivity.
  3. A second copy of FlexTraining installed on the same machine may not function correctly, and in any event requires a second license.   Client may build and conduct training for as many of its clients/customers as it wishes, within the license limits (one machine and one copy of the software).
  4. Client may elect to modify the FlexTraining software, though Vendor in no way recommends doing so.  Vendor is not responsible for supporting the software if modified by Client.  Such a modified / customized version of the software may not be re-sold or licensed elsewhere by Client.
  5. Online Development reserves the right to cancel the Software License Agreement at any time if Client has committed a license violation.
  6. Vendor may provide support beyond the Initial Support Period under a separate Extended Support agreement.  Such an agreement is not covered in this agreement.  Extended Support agreements can be purchased as follows:
  1. Client may wish to purchase future releases of FlexTraining at a 30% discount from the then-current price if any support or upgrade agreement is not in place after 90 days.






Client agrees not to disclose to third parties information about the internal design, data structures, or programming techniques of the FlexTraining software. 


Vendor agrees not to disclose to third parties information designated as confidential or proprietary by Client, including Training Material or methods. 





FlexTraining is web-based and built on widely-observed standards for online technology, including HTML, SQL, ASP, and HTTP.  Within the training industry, there are ongoing attempts to define complex technical mechanisms to communicate between one proprietary product and another.  For the sake of simplicity and reliability, FlexTraining  manages bookmarks and test results directly within our standard open SQL database.


FlexTraining uses a Direct Learner Interface, without external transaction-generating interfaces or complex Java coding and layers of software "Servlets", to track user activity and test results.  More information is available on the FlexTraining web site at www.flextraining.com.





FlexTraining contains certain features that assist the customer in integrating streaming video content into training courses.  Client understands that there are certain technological limitations concerning the use video content, examples including, but not limited to, the following:









This agreement is the sole agreement between Online Development and Client.  Each party acknowledges that there are no other representations, understandings or agreements which are not embodied herein.  


Any modification of this agreement will be effective only if it is in writing and signed by both parties.  Online Development is a DBA name for Systems Project Management, Inc, a Florida Corporation. This agreement is governed by the laws of the state of Florida.




This agreement is not valid unless signed by both parties.  A signed copy of this agreement will be returned to Client immediately upon receipt of the agreement, and receipt of the license fee identified above.



Client Name and Address











By______________________________ By: ________________________________                                                              

CLIENT - NameOnline DevelopmentName



________________________________              ____________________________________  








________________________________ ____________________________________                                                        





Online Development    5121 Ehrlich Rd.  Suite 108B   Tampa, FL   33624

  1. Fax 813-969-2867


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