FlexTraining VAR Agreement (cont.)

FlexTraining Software

VAR Agreement / Outline

April 22, 2002 





Online Development, maker of the FlexTraining Web Based Training solution, is offering selected Software and Consulting firms the opportunity to sell and/or service its FlexTraining Web Based Training solution.  The service company -

_____________________________ - becomes a Value Added Reseller (VAR) and provider of related consulting services.  VAR generates and receives revenue through the various means listed in the “Revenue Opportunities” section below.


Online Development provides Software and Documentation for VAR’s customers under a standard software license, and support for the VAR in developing the skills needed to provide associated pre-sale and post-sale services to its customers.


The VAR agreement offered by Online Development recognizes two imperatives:


  1. The FlexTraining software must provide a basis for value-added services provided to the customer by the VAR, and


  1. The VAR must be able to make a profit on every aspect of the sales and service activity




Revenue Opportunities


VAR earns revenue through the following activities:



The FlexTraining system is a framework for the assembly, conduct, and management of Online Training courses.  Each course requires HTML-based content for each course section and the course guide, which may or may not include Audio, Video, and streaming technologies.  Course Sections and course guide content will be developed by the VAR as a fee-based service to its clients.




FlexTraining may be deployed on the customer’s Intranet or Internet-based server, or it may be hosted and administered by the VAR.  Systems hosted by the VAR must still be licensed by Online Development, but VAR is entitled to any all revenues from the end customer for hosting the system, and administering the courses.



FlexTraining is licensed for unlimited courses and unlimited students on a single web server machine(for example: 30% of a $8,900 License Fee is $2,670 per license).  Vendor reserves the right to change the list price for the software.



Example 1:


ABC Company wishes to train and test its new employees on company policies, expense-reporting, and time-recording procedures.  VAR introduces ABC Company to FlexTraining, demonstrates the system, and arranges for a license agreement. ABC Company has charts, Word Documents, and some PowerPoint files that it currently uses for the classroom-based version of this training.  ABC Company does not have an Intranet server, and asks that VAR host and administer the FlexTraining secure training environment.


This prospect represents a significant opportunity for one-time and ongoing revenues, since they will need the VAR to develop materials and run the training on their behalf.  Typical numbers for a medium-sized enterprise might be as follows  (using a list price for the software of $8,900 in this example):



One Time Revenue to VAR

Recurring Revenue to VAR




Software License Fee






Convert / Build Materials






Setup course structure and tests






Monthly System Hosting






Monthly Class Administration








Example 2:


Acme Industries wants to train its Sales Force on a series of new products it will roll out over the coming year.  The company wants to have a new class each month on the latest product to be introduced.  It plans to host the FlexTraining software on its own Internet server and wants to use low-bandwidth HTML for all the training content, with a few photos mixed in.  Acme’s web master is capable of building HTML and images on the server for each of the course sections and the associated course guides.  Acme has an individual designated as the administrator for the courses, who is capable of using FlexTraining’s web-based Admin module to setup and schedule all classes.



This prospect has the skills to do most of the conversion, hosting, and administration in-house, although support from the VAR will likely be needed for those tasks. For example:  (The following is an example of possible revenue that may flow from VAR's customer to VAR.  The 50% commission is paid from Online Development to VAR).




One Time Revenue to VAR

Recurring Revenue to VAR




Software License Fee - 30% commission






Support client during Convert / Build Materials






Support client during Setup course structure and tests






Ongoing consulting and support


Determined by VAR and Customer









Online Development













The FlexTraining Product


FlexTraining™ is a distributed education framework for Companies and Organizations who require on-demand training for Employees, Customers, Clients, or Members. The FlexTraining platform that 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 your Information Systems staff.


More information about the product, and a simple interactive demonstration of the FlexTraining Student module, is available at www.flextraining.com.





Specific Terms and Conditions:


  1. VAR may sell FlexTraining software to its customers for installation at the customer's facilities.  VAR is responsible for providing sufficient onsite or phone-based "front-line" support as to allow the customer to be successful in the installation and configuration of the software.  Online Development will assist with support issues which are beyond VAR's current capabilities.
  2. VAR may sell FlexTraining software to its customers for installation at VAR's facilities, specifically for the use of a single customer.  An installation at the VAR's facilities for the use of more than one customer will require a separate license for each customer. Failure to ensure a separate license for each customer is a License Violation, causing serious financial harm to Online Development, from which Online Development may recover damages.
  3. The contract for all software licenses involving the FlexTraining product will be between Online Development and the customer.  VAR may in no case license the software itself, or represent itself as the developer of the FlexTraining software.
  4. If a customer requires modifications to the software, VAR may perform those modifications for whatever fee it wishes.  This customized version of the software may not be re-sold or licensed elsewhere by the VAR.
  5. Since VAR is also a FlexTraining customer, VAR may use a separate installation of FlexTraining, on a separate server if necessary, as a "Demo Copy". The Demo Copy of the FlexTraining Software is to be used for demonstration and testing only.  Prior to  VAR's first completed FlexTraining sale, VAR may use the FlexTraining web site for software demonstrations to prospects.
  6. VAR agrees that the Demo Copy of the software will in no case be used to conduct actual training, either using the VAR's facilities or the customers.  VAR agrees that at no time will more than 10 records be placed in the Students table in the FlexTraining database, in this Demo copy.  Exceeding this number will be considered a License Violation.  VAR agrees to be liable for any and all damages awarded to Online Development as a result of the misuse of the Demo copy as described above.


  1. Software License Fees that originate form VAR’s customers can be paid to Online      Development net of their commission.  For example, VAR will wire transfer Online Development $6,230 on a $8,900 sale  (8,900 – 2,670).  Once payment is received, then software will be shipped to the VAR or to their customer.  Vendor retains the right to set list prices, which may change over time.
  2. VAR has no minimum quota for software sales, and no limit on the amount of software it may sell.
  3. Online Development reserves the right to cancel the VAR agreement at any time for any reason.  If the VAR agreement is cancelled by Online Development, VAR may continue to host any properly-licensed FlexTraining software on its server facilities, providing it has not committed a license violation.
  4. VAR may cancel the VAR agreement at any time for any valid reason, in writing.  Cancellation will not reduce or eliminate any damages due which result from a license violation.




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




This agreement is the sole agreement between Online Development and VAR.  Each party acknowledges that there are no other representations 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.



Special Considerations :


- none-


This agreement is not valid unless signed by both parties, and is not valid until a FlexTraining software license has been executed and related fees received.





VAR Name and Address:












By______________________________ By: ________________________________                                                              

VAR - signer's nameOnline Development – name












________________________________ ____________________________________                                                        






Online Development    5121 Ehrlich Rd., #108-B    Tampa, FL  USA   33624




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