This Agreement is made and entered into between ADEC, a consortium for distance education and a non-profit corporation and __________________, ___________________, a member institution of ADEC hereinafter refered to as the Provider.

WHEREAS, ADEC is organized and operated for the purpose of developing and providing distance education programs and services through the use of appropriate communication technologies to reach diverse audiences and

WHEREAS, Provider as a member of ADEC produces certain courses, programs or workshops which can be made available to students and other audiences through networked communication technologies and

WHEREAS, ADEC desires to obtain such rights from provider, under the terms and conditions of) this Agreement, to broadcast such courses, programs or workshops to various students and other audiences and

WHEREAS, Provider is willing to grant a limited license to ADEC to use such courses, programs or workshops under the terms and conditions of this Agreement,

NOW, THEREFORE, the parties agree as follows:

1. Provider may grant to ADEC the right to sponsor and sell those courses, programs, workshops or other services described in Exhibit A which is attached to this Agreement and made a part of this Agreement by this reference. ADEC may sponsor and sell those courses set out in EXHIBIT A to such eligible member and non-member institutions of ADEC together with other companies hereinafter referred to as "participants" or "receiving institutions".

2. ADEC shall:
   1. Register receiving institutions with the Provider through the submission of official licensing agreements with the receiving institutions.

   2. Provide general marketing using the Worldwide Web and Internet listings and such other means as ADEC shall see fit to employ.

   3. Monitor the collection of site registration fees and (under the full service model ) student instructional fees from the receiving institutions that are due the Provider in accordance with the fee schedule and special conditions set out in Exhibit B which is attached to this Agreement and Incorporated into this Agreement by this reference.

   4. Publish catalogs of available programs and services.

   5. Maintain standard procedures for participants, provide a central contact point for inquiries and other communications for the participants and the Provider, establish deadlines and make final delivery decisions in collaboration with the Provider.

   6. Provide, as available, program/course funding from pooled development fund and grants.

3. Provider shall:
   1. Develop all catalog information and deliver the same to ADEC in sufficient time for ADEC to publish the catalog or catalogs.

   2. Develop written answers to a written list of frequently asked questions as may be developed by ADEC or participants from time to time.

   3. Provide name, instruction, administrative and technical contacts of Provider.

   4. Develop complete instructional package which shall include but not be limited to syllabus, content, instructor biographies, sample materials, description of delivery methodology, assessment materials and procedures such as a line course or combination live satellite delivery with audio conference.

   5. Develop such brochure materials as shall be requested by ADEC.

   6. Provide registration procedures and fees for the following:
      • Credit from Providing Institution

        Instate Tuition + Costs,

        Out of state Tuition + Costs

      • Non-credit and Audit from Providing Institution

        Instate Tuition + Costs

        Out of state tuition + Costs

      • Credit from Receiving Institution

        Full Service Model (See Addendum A
        - Site Fee and Student Fee

        Non Full Service (Supplemental) Model
        (See Addendum B) - Site Fee - Single Use

        Non Full Service (Supplemental) Model
        - Site Fee - Multiple Year

      • Non-credit and Audit from Receiving Institution

        Full Service Model - Site Fee and Student Fee

        Non Full Service (Supplemental) Model
        - Site Fee - Single Use

        Non Full Service (Supplemental) Model
        - Site Fee - Multiple Year

      • Reuse of Segments of Course by Receiving Institution,

      • Reuse of Total Course by Receiving Institution

   7. Grant credit to all students qualifying for credit from Provider and a "certification of learning" to all receiving institutions that are granting credit for the course and enrolling students under the Full Service model.

   8. Provide procedures for auditing and non-credit participation.

   9. Project total costs of courses and other materials and determine affordability and marketability in at least a three year business plan for the course and other financial information as may from time to time be requested by ADEC and/or the customer.

   10. Obtain necessary releases from authors or presenters.

4. Provider shall indemnify and hold ADEC harmless from any and all suits, proceedings, claims, demands, actions, damages, costs or other fees arising out of or otherwise connected with libel, slander, invasion of privacy, plagiarism, piracy, misappropriation of ideas, defamation, negligence or errors and omissions.

5. The copyright or intellectual property rights to the courses, programs or workshops as specified in Exhibit A shall remain with the Provider.

6. This Agreement shall be effective when signed by both parities with the initial term of this Agreement ending June 30, 199_. This Agreement may be automatically renewed by the parties for successive one-year terms commencing July 1, 19__. Either party may terminate this Agreement during the initial term or in any renewal term by giving to the other party at least 60 days prior written notice prior to the termination date. In addition, this Agreement may be terminated at any time by mutual agreement of the parties.

7. This Agreement may not be modified or terminated orally and shall be construed and interpreted according to the laws of the State of Nebraska. The parties may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing.

8. This instrument embodies the entire agreement between the parties with respect to the transaction contemplated herein except as otherwise expressly provided and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for in this document.

IN WITNESS WHEREOF, the parties have signed this document
on___________________________, 199___.

Provider:		______________________________
By:		______________________________
		Signature
ADEC President
Name:		______________________________
By:		______________________________
		Signature

The Provider or Originating Institution shall provide to all receiving sites a complete instructional package that includes:

• Syllabus
• Videotapes or videobased materials (optional)
• CD-ROM (optional)
• WWW Database (optional)
• Computer Conferencing Software and Schedule (optional)
• Text / Print Materials
• Audioconference Procedures and Schedule (optional)
• Video Satellite Procedures and Schedule (optional)
• Course Calendar and Options for Assignments,
• Examinations, and Course Completion
  • Contacts and Office Hours for
    • Administrative Contact at Providing Institution
    • Lead Faculty Member at Providing Institution
    • Departmental Contact at Providing Institution
    • Graduate Student or Faculty Member Responsible for Assignments Examinations
  • Timely feedback and communication with the students enrolled in the course
  • Feedback every 3 weeks to the receiving institution on the progress of the students at the institution

The Providing institution shall be expected to make all reasonable efforts to accomodate the instructional needs of all enrolled students located at and receiving instituition that has contracted with the providing institution.

Special Conditions of Use of the Instructional Materials:

Local Facilitation: A customer or receiving institution may opt to provide local facilitation of the course or program. The provider shall have the option of negotiating the conditions under which local facilitation may occur. Grading, credit and/or certification at the local (receiving) site is possible but must be agreed to with the providing institution.

  As a matter of policy, ADEC strongly recommends that credit courses offered by member institutions be developed under the Full Service Model.

Auditing.- If the customer is not taking the course for credit, the provider may grant permission on an individual or institutional basis to view/receive the program at a reduced or no cost basis. The provider will decide whether or not course materials (books, workbooks, visuals, other materials) will be provided to the client under the 'audit' option.

  The customer shall provide in writing the reason, purpose, justification for requesting the audit option. The customer shall also agree that all other provisions of the licensing agreement remain in effect.

Editing- The (customer), (individual) or (institution), may wish to use some of the course/program material in another context. Example: Extension agent wishes to use a video piece or portion of lecture in his/her own extension program work. In this case a written addendum to the licensing agreement must be agreed to and signed by both customer and provider in which the terms of use are clarified. Those may include but are not limited to:

• review of edited material
• length of use
• sale or rental agreements
• conditions of use
• number of copies
• credit/attribution

  In this option the provider and customer must still sign and abide by the original licensing agreement as well as the option/addendum.

Tape Delay- Customer may request permission to record and offer the course/program at a later time and/or date. The provider shall have the option to consider this request under a full service or non-full service model. Example: Under tape delay conditions, it may not be possible for the providing institution/professor/talent to be available for interaction. Here, a condition for use addendum to the licensing agreement will be necessary.

Ancillary Use/Re-sale of Product: The rights for ancillary use or resale of the course, program, module, edited portion and/or supporting materials remain with the originating institutions, or individuals developing the program(s), copyright holders or ADEC as stated in the original licensing agreement.

  If the customer wishes to use, repackage, edit and otherwise use the original materials in a new work, or simply re-sell the work as provided, a written agreement must be signed by both customer (re-seller) and provider. Resale of the original program, course, module or supporting materials is prohibited without the written agreement which clearly outlines all conditions of use.

  The provider shall have the option of negotiating the price to customer, conditions of accountability and auditing, terms of payment, length of contract, renewal options, credit and/or attribution.

  In negotiating a resale price with the customer, the provider shall reserve 10 percent of the sale to be returned to ADEC if the original program was offered under the Full Service Model.

Certification: The provider may offer certification for professionals as an option to taking the course for credit. Non-credit programs (extension, seminars, short courses, etc.) may also be offered for certification. Certification may be offered by the provider (originating institution or participating group or institution i.e.: Red Cross).

Other. In the absence of registration fees, tuition, other stated fees, and/or specific copyright or conditions of use information, ADEC members and all others should abide by Copyright Right and Fair Use standards as currently applied to all educational materials. See Fair UseADEC, Larry Whiting, Ohio State University, 1995.

  These Non-Full Service options serve as currently accepted standards for ethical agreements among ADEC providers and their customers. As other options/cases develop, the licensing agreement will be modified as is necessary and useful.