Educational Alliance Agreement
Between Analytical Graphics, Inc. and Virginia Polytechnic Institute and State University
This agreement is made and entered into on September 15, 2000, by and between Analytical Graphics, Inc. (AGI), a Commonwealth of Pennsylvania Corporation whose principal place of business is 325 Technology Drive, Malvern, Pennsylvania 19355, and Virginia Polytechnic Institute and State University(Educational Partner), whose principal place of business is Blacksburg, Virginia.
1.0 Purpose
The purpose of this agreement is to establish and define a business relationship governing the licensing of valuable copyrighted AGI-developed software to the Educational Partner for use as a teaching and learning tool in a defined educational curriculum. The software is available to United States schools only, and must be used in a teaching environment. It may not be used for funded research, funded programs or commercial applications.
2.0 AGI Obligations Under This Agreement
AGI will issue software licenses and supporting teaching manuals/primers to Educational Partner as defined in Schedule A and will provide free version upgrades (if requested by Educational Partner) throughout the term of this agreement so long as the software is used by Educational Partner as specified in this agreement.
3.0 Educational Partner Obligations Under This Agreement
The Educational Partner agrees that all software provided by AGI under this agreement is provided to them for teaching and learning purposes only, and will be used in the structured academic program defined in Schedule A. All other uses must be approved by Analytical Graphics before it's use.
The Educational Partner promises and agrees not to allow use of the software for commercial, grant, funded research, contractual, or other non-academic purposes. Licenses granted under this agreement are issued only for computer hardware owned by the Educational Partner.
The Educational Partner agrees not to modify, alter, change, reproduce, reverse engineer, de-compile or disassemble the software provided by AGI except as expressly authorized in writing by an authorized representative at AGI.
AGI reserves the right to request access to the names and addresses of all students who have been exposed to Satellite Tool Kit (STK) and STK related software in their coursework and are legal adults. (These names will be added to the internal mailing list for user support materials and will in no way be sold or distributed.)
The Educational Partner will allow AGI the use of Educational Partner’s facilities for educational seminars and/or presentations during the academic year.
The Educational Partner shall complete instructor and student surveys once per academic quarter, and will share any curriculum materials that involve STK or Add-on Modules.
The Educational Partner gives permission for any educational materials submitted by Educational Partner to be used in AGI marketing materials and efforts.
The Educational Partner agrees to provide a hyperlink from Educational Partner’s Web site to AGI web site, The AGI graphical banner must be displayed and the link must remain live for the duration of the agreement. The specific banner and hyperlink address will be provided with the introductory letter.
The Educational Partner agrees to submit at least one scenario, if one is not created on your own, AGI may assign one for you. Each of your scenarios will automatically be entered into AGI’s Educational Design Competition.
4.0 Technical Support
Through the Educational Alliance Program, the Partner shall receive limited technical support on AGI's products. This support will include licensing, installation, configuration and product capability review. The Educational Partner must elect a single Technical Support Program Contact and only that contact may receive support through AGI. Support requests received from other users at the Partner level will be referred back to the Educational Partner's Technical Support Contact.
Licenses are issued for the most recent version of the software at the time of signing the contract. AGI reserves the right to offer an update to your software for the most recent version at any time. If the Partner decides to update to a more recent version on their own, the Add-on modules assigned may require new passwords to work with the new version. These licenses will not be reissued by AGI and supported upgrades will be issued on an annual basis at the time of contract renewal (July 1st of the upcoming year).
Licenses will be offered directly from the AGI website or via fax only. Partners will be given a password to a secure website where they will be required to supply a host ID for each license requested. There will be one EAP license which will encompass all modules offered. Licenses will be valid for 4 months, the dates will be:
January 01- April 31 (available December 01)
May 01 - August 30 (available April 01)
September 01 - December 31 (available August 01)
5.0 Point of Contact
AGI and the Educational Partner designate the following individuals as points of contact for the business relationship AGI and Educational Partner define in this agreement:
AGI:Ronald Hansen
Analytical Graphics, Inc.
Malvern, PA 19355
610-578-1018 (voice) / 610-578-1001 (fax)
Educational Partner:CONTRACT NAME
Virginia Polytechnic Institute and State University
Department of Aerospace and Ocean Engineering (0203)
Randolph Hall
Blacksburg, Virginia 24061
VOICE (540 231-2314) / FAX (540 231-9632)
Technical Support
Program Contact:POC
VOICE (voice)
6.0 No Agency
This Agreement does not establish either party as an agent of the other. Neither party may bind the other to any other contract or obligation whatsoever. At all times the parties agree that they are independent contractors of one another and shall not act on behalf of the other party in any capacity.
7.0 Warranty
AGI makes no warranty of any kind with respect to its software, expressed or implied, including without limit any warranties of merchantability and/or fitness for a particular purpose. In no event will AGI be liable for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising out of the Educational Partner’s use of or inability to use the AGI software or for any claim by any other party in such a capacity.
8.0 Non-Assignment
This agreement shall not be assigned or transferred by the Educational Partner under any circumstances unless written permission for transfer is obtained from an authorized representative of AGI.
9.0 Term of Agreement
This agreement is valid from the date of signing, and lasts through July 31, 2001. Thereafter, the agreement shall remain in full force and effect unless either party notifies the other, providing 30 days notice of its intent to terminate. The right to terminate this agreement shall be available to either party at any time after the initial term, or before the term expires if any of the obligations set forth in this agreement are not fulfilled as agreed. Upon termination, all software shall be uninstalled and all copies of AGI software and supporting materials distributed to the Educational Partner under this agreement shall be returned to AGI and no copies will be retained by the Educational Partner.
10.0 Entire Agreement
This agreement sets forth the entire agreement of understanding between AGI and the Educational Partner as to the use of the AGI software distributed to the Educational Partner, and the requirements which must be met in exchange for AGI providing these materials. AGI reserves the right to periodically audit Educational Partner’s commitment to and fulfillment of the requirements of this agreement. This supersedes all prior agreements, negotiations, commitments, and discussions between the parties as to the subject matter herein.
11.0 Authorization
Both AGI and Educational Partner have caused this Agreement to be executed by their duly authorized representatives, signed and dated below:
Virginia Polytechnic Institute and State University / Analytical Graphics, Inc.Accepted By / Accepted By
Francesco Linsalata
Printed Name / Printed Name
VP, Marketing
Title / Title
Date / Date
SCHEDULE A
Between Analytical Graphics, Inc. and Virginia Polytechnic Institute and State University
1.0 Software Provided to Educational Partner by AGI
AGI will provide up to 2 complete CD-ROM sets to Educational Partner; each of which contains all AGI software products that Educational Partner is eligible to use under this agreement. After Educational Partner's initial software installation and reporting to AGI of node license seeds, AGI will deliver the quantity of licenses for each module as specified below in Table 1.
Table I - Initial Module and License Allocation for Educational Partner by AGI
AGI Software Module / Authorized Quantity / License Expiration DateSatellite Tool Kit EAP 4.1 / 7/31/01
Includes:
STK PRO
STK Advanced VO
STK Chains
STK Coverage
STK CAT
STK Comm
STK Connect
STK GIS
STK MexConnect
STK Astrogator
*Only with the written permission of an authorized AGI representative can Educational Partner increase the quantity of or extend the expiration date of the module licenses specified in Table I.
2.0 Software Support Materials Supplied to Educational Partner by AGI
Within 30 days of the signing of this agreement, AGI will deliver the following written support materials in hard copy to Educational Partner. Educational Partner is free to copy and re-distribute (at no charge) for educational, teaching, and/or learning purposes only the standard AGI support materials indicated below in Table II. Educational Partner is also free to download, reproduce, and distribute (at no charge) copies of all AGI tutorial materials available on the World Wide Web ( Partner is also eligible to purchase full AGI support and maintenance services as well as additional sets of original documentation as published in the current AGI Price Book.
Table II - Software Support Materials Allocation
AGI Software Manual * / QuantitySTK 4.0 User Manual / 21-
Connect Manual* / -21
Coverage Manual* / -21
Com/RAD Manual* / -21
STK/VO Basic Tutorial* / -210
-21
*Additional Manuals may be purchased, please contact AGI for pricing & information
3.0 Description of Structured Curriculum for AGI Software Usage
Course Title/Number / Astromechanics/AOE 4134Instructor Name / Christopher D. Hall
Instructor Phone Number / 540 231-2314
Estimated Number of Students Per Class / 65
Student Experience (Undergraduate/Grad, Professional) / Undergraduates (junior/senior)
Predominant Student Background (major) / Aerospace Engineering
Estimated Number of Hours Per Week Per Student Using AGI Products for Classwork/Studying/Homework/Exams / 2
Standard Textbook Title/Author / Fundamentals of Astrodynamics/Bate, Mueller & White
Supplementary Textbook Title/Author / Space Mission Analysis and Design/ Larson and Wertz
Supplementary Software Title/Company / WinOrbit/Carl Gregory (Freeware)
How do you plan to use STK in the course?
Students will use STK to visualize results obtained using hand calculations and to perform more detailed studies of specific orbital mechanics problems.
What type of computer configuration will your students have access to? (Please be specific -
platform type, operating system, network configuration)
Various Windows NT desktop computers (Dell, Gateway, etc) and Silicon Graphics Workstations.