{"id":42441,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-intent-international-business-machines-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-intent-international-business-machines-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-of-intent-international-business-machines-corp-and.html","title":{"rendered":"Letter of Intent &#8211; International Business Machines Corp. and Edison Schools Inc."},"content":{"rendered":"<pre>                               [LETTERHEAD OF IBM]\n\n\n\nJune 8, 2000\n\nMr. Christopher Cerf\nChief Operating Officer\nEdison Schools\n521 Fifth Ave.\nNew York, NY\n\nREF: Letter of Intent\n\nOver the last several months, the International Business Machines Corporation\n(IBM) and Edison Schools (Edison) have been in dialogue over strategic\nimplementation of IBM technologies and services at Edison owned and operated\nschools. Edison and IBM desire to form a long-term cooperative research and\nbusiness relationship. This Letter of Intent (LOI) is entered into by IBM and\nEdison as of the 8th day of June, 2000 (Effective Date) and will confirm IBM's\nand Edison's understanding with respect to our preliminary discussions and\nsummarize the intent and initial scope of our relationship.\n\nInformation disclosed during the course of IBM and Edison's discussions will not\nbe considered confidential, despite any statements or legends to the contrary,\nunless it is disclosed under the terms of a written agreement for exchange of\nconfidential information signed by both parties. IBM and Edison agree that\nneither company will disclose the fact or content of our discussions to others\nunless required by law or if both parties agree to do so.\n\nAlthough IBM and Edison may exchange proposals (written or oral), term sheets,\ndraft agreements or other materials, neither party will have any obligations or\nliability to the other party unless and until IBM's and Edison's authorized\nrepresentatives sign definitive written agreements. Exchanged terms are\nnon-binding to the extent they are not included in definitive agreements. Either\nparty can end these discussions at any time, for any reason, and without\nliability to the other. Each party remains free to negotiate or enter into\nsimilar relationships with others.\n\nAny business decision either party makes in anticipation of definitive\nagreements is at the sole risk of the party making the decision, even if the\nother party is aware of, or has indicated approval of, such decision.\n\nEach party will be responsible for its own expenses and costs related to these\ndiscussions. Neither party is authorized to make any commitments or statements\non behalf of the other party.\n\nNeither party shall identify, either expressly or by implication, this\nrelationship, the other party or use any of the other party's names, trademarks,\ntrade names, services marks, or other proprietary marks in any marketing\nmaterial, advertising, press releases, publicity matters or other promotional\nmaterials without the other party's prior written approval.\n\nThe substantive laws of the State of New York govern this LOI.\n   2\n-   IBM has designated and approved Edison to participate in the EoN Incubator\n    program. As a consequence of Edison's participation in this program, IBM\n    intends to engage in collaboratively designing, piloting, and implementing\n    an electronic campus, consisting of a thin school design minimizing the\n    necessity for local server and support infrastructure, a student educational\n    appliance incorporating low maintenance and rich Web browsing ability with\n    some off-line functionality and a cost structure consistent with making a\n    unit available for every student both in school and at home under current\n    economics, as well as a teacher appliance for accessing classroom and\n    curriculum management software. IBM agrees to use reasonable efforts to\n    achieve initial roll out of these technologies for Fall 2001; however, IBM\n    makes no guarantee that such technologies will be available at that time\n\n-   IBM understands Edison must open schools on time and will use all reasonable\n    efforts to achieve timely delivery of product for Fall 2000. Absent\n    unforeseen circumstances, IBM anticipates complete customer satisfaction.\n\nEdison and IBM will endeavor to execute all definitive agreements, including but\nnot limited to, the IBM Customer Agreement, Statement of Work, and Strategic\nAlliance Agreement by June 30, 2000.\n\nThis LOI is our complete and exclusive understanding on this subject and\nsupersedes all proposals or other prior agreements, oral or written, and all\nother communications between the parties relating to this subject. This LOI can\nonly be modified by a writing signed by each party that states it amends this\nLOI. The parties indicate their agreement to the terms of this LOI by signing\nbelow.\n\n\nAccepted and Agreed to:                               Accepted and agreed to:\n\nEdison Schools                                        International Business\n                                                      Machines Corporation\n\n\n\n\n\/s\/ Christopher Cerf                                  \/s\/ Sean Rush\n--------------------------                            -------------------------\nChristopher Cerf                                      Sean Rush\nChief Operating Officer                               General Manager,\nEdison Schools                                        Global Education\n                                                      IBM Corporation\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412,7886],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9613,9619],"class_list":["post-42441","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_companies-international-business-machines-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42441","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42441"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42441"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42441"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42441"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}