HomeMy WebLinkAboutProposalQMOTOROLA
February 2, 2006
Mr. Lazaro R. Fernandez
Forensics Investigation Supervisor
City of Miami Police Department
400 NW 2nd Avenue Room 518
Miami, FL 33128
Tel: (305) 579-6606
Cell: (305) 542-3603
Email: Lazaro.R.Fernandez(n�Miami-Police.org
Reference No, 5840121305-2
Dear Mr. Fernandez:
This proposal replaces the previous proposal dated 12/15/05.
Printrak, A Motorola Company ("Motorola") is pleased to provide City of Miami Police
Department with the following proposal for a Motorola Printrak Latent Station in conjunction with
the existing Miami Dade AFIS Database.
Solution Description and Pricing
Motorola proposes the equipment and services described in Tables 1 -3,
Table 1, Equipment Pricin
Equipment
g
I Motorola Printrak Latent Station, including:
• Control Computer HP Workstation, Windows OS
• Motorola Printrak Latent Station Client Software Package
• Advanced Print Processing Subsystem
• Latent Case Database, including:
+ Latent Case Management Client Software Package
• Client Hardware Subsystem
• Latent Camera and Illumination subsystem assembly
+ DAT Tape Drive
• Motorola Printrak Review software application
• AFIS 2000 Interface Adapter SW Application
• Ergonomic Workstation Desk (Center Station and Cabinet Assy.) and Chair
• Freight Paid in Continental U.S.
+ I Year Advantage Solution warranty, 8 a.m. to 5 p.m., Monday through
Friday, Next day on -site response and parts replacement
1 Lexmark Laser Card Printer, Two (2) Trays, (1) Duplexer, Network Ready
1 Color Printer
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel. +1 714 575 2956
TOTAL
Price
$84,520
$2,095
$1,060
$87,675
Proposal 5840121305-2 Page 1/16
Motorola Confidential -Proprietary
Table 2. Installation Pricin
Installation
Installation of Motorola Printrak Latent Station to include:
Installation and configuration to access Miami -Dade AFIS
Table 3. Training Pricin
Training
g
Motorola Printrak Latent Station Two-day On -Site Training
i
TOTAL
TOTAL
GRAND TOTAL
Options and Pricing
Motorola equipment options and pricing described in Table 4.
Table 4. Options Pricing
OPTIONS
1 Year Advantage Solution Maintenance Support, 8 a.m. to 5
p,m., Monday through Friday, Next day on -site response and
parts replacement
Price
$1,920
$1,920
Price
57,000
$7,000
596,5951
PRICE
$11,046
Standard shipping is ninety (90) days after receipt of order, or as otherwise scheduled,
Customer Responsibilities
City of Miami Police Department is responsible for the following:
• Providing necessary facility resources required for equipment installation and operation
including access, space, environmental control, electrical power and networking.
• To obtain and maintain the required transmission lines and hardware for remote
communications to and from the necessary agencies.
• Obtaining all required authorizations for connecting to the Miami -Dade AFIS.
Additional engineering effort by Motorola beyond the scope of the standard product will be
quoted at a firm fixed price based on our current service rates in effect at the time of the
change, plus any related travel or administrative expenses. Assistance with training and
questions for the agency's database or any programming, scripting, or review of programs
beyond work quoted above are excluded from this offer. Motorola assumes that organizations
requesting these utilities have advanced programming expertise and will assume all
responsibility for the deployment and support of the final application.
Prices are exclusive of any and all state, or local taxes, or other fees or levies. Customer
payments are due to Motorola within twenty days after receipt of invoice,
Product purchase will be governed by the Motorola Product Agreement, a copy of which is
attached for your convenience.
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal
rop sal5840orola 21rd 0 -2P alte2/16
r Lary
1250 North Tustin Avenue, Anaheim, CA 92807 LIS.A, Tel: +1 714 575 2956
Assumptions
In developing this proposal, Motorola has made the following assumptions regarding the Latent
Station upgrade:
• It is the responsibility of the purchasing agency to provide network software and hardware
devices and future network upgrades if required.
• Motorola PrintrakTM Latent station will ONLY interface with Miami -Dade.
• Motorola Printrak Latent station will ONLY support submission to Miami -Dade.
• Submission to other sites or systems (other than FDLE) is not included in this proposal.
• The Latent Case Database on the Latent station will be based on day -forward, If latent
conversion is necessary, Motorola will provide an optional quote for conversion services.
• Present U.S. and Florida standards only support submission of 500 ppi latent fingerprints.
However, the Latent Station is capable of submitting 1000 ppi latent fingerprints, 500 ppi
latent palms, and 1000 ppi latent palms in jurisdictions (such as Canada) where such
submissions are supported. Upon delivery, the Latent Station will be configured to support
the U.S./Florida standards currently in force — for example, if 500 ppi latent fingerprint
submissions are mandated by the standard, the Latent Station will be delivered with 500 ppi
latent fingerprint submission support,
• This proposal is based on using the existing workflows in place at City of Miami Police
Department.
Contract Terms
Prices are exclusive of any and all state, or local taxes, or other fees or levies. Customer
payments are due to Motorola within twenty days after receipt of invoice.
Product purchase will be governed by the Motorola Product Agreement, a copy of which is
attached for your convenience.
Proposal Expiration: May 31, 2006
Prepared By: Jayne Goodall; Tel: (714) 575-2956; Fax (714) 237-0050 or (847) 761-3378
jayne.000dallamotorola.cam
Purchase orders should be sent to Motorola by facsimile or United States mail. Please direct all
order correspondence, including Purchase Order, to:
Jayne Goodall
Printrak, A Motorola Company
1250 North Tustin Avenue
Anaheim, California 92807
Motorola, inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121305-2 Page 3/16
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tet: +1 714 575 2956 Motorola Confidential -Proprietary
By signing this signature block below, City of Miami Police Department agrees to the
terms and pricing stated in this proposal for the product and services as referenced
above. My signature below constitutes the acceptance of this order and authorizes
Printrak, A Motorola Company to ship and provide these product and services:
Signature Authorization for Order:
Signature Authorization for Order:
Signature
Name
Date
Please provide Billing Address:
Please provide Shipping Address:
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121305-2 Page 4/16
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel +1 714 575 2956
Motorola Confidential -Proprietary
Latent Descriptors
The following section describes Motorola's assumptions on the latent to be used in this project.
Latent Case Descriptors
The latent case descriptors are entered an the Motorola Printrak Latent Station using the latent
software application and are stored in the Latent Case Database. Table 1 defines the (assumed)
latent case descriptors.
Table 1. Latent Case Descriptors
Field Name
Case ID
User
Location
Victim
Agency
Character
Type
N
ANS
ANS
Category
Crime Type
Date From
Date To
Description
Field Size Per
Occurrence
Min
7
1
0
Max
7
20
50
ANS
ANS
ANS
ANS
NS
NS
ANS
0
0
0
0
10
10
0
50
50
50
50
10
10
Occurrences
1
1
1
1
Condition
M
O
O
O
O
1
O
Picklist
/Auto
Comments
255
1
O
O
O
O
Format:
"MM/DD/
YYYY"
Format:
"MM/DD/
YYYY"
Latent Search Filters
Table 2 defines the latent search descriptors that will be included in the system. The filterable
descriptors used during matching and the Motorola Printrak Latent Station search descriptors are
defined in this table.
Table 2. Latent Search Filters
Field Name
Search
Filter
Latent
Application
Search Screen
Sex
Y
O
Motorola, Inc., Printrak, A Molorola Company, Biometrics Solutions Division
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
Proposal 5840121305-2 Page 5/16
Motorola Confidential -Proprietary
Race
Year
Height
Latent ID Number
The latent ID number will be in the following format
ccccecceccccn7u1SS
where
cccocccceCCC is the 12-digit case number.
nnn is the 3-digit image number and increments for each image for a case.
ss is the 2-digit search ID and increments each time a search is submitted.
The case number is the CCCCCCCCCCCc portion of the ID number that will be entered by the
operator. 'Once each image is captured, the image number (Cecccecccecciv7.ri) will be
automatically generated. Once the search is submitted to the AFIS, the search number
(cccececcccccnrui.ss) will be automatically
ted. For example,
number the case is
000000100147, Three images are captured with numbers00000100147000
000000100147001, and 000000100147002. The search is then initiated using the second image
with search ID 00000010014700100.
In the case of a multiple print latent, the 2-digit search iD he search ID is seq e
lbe incremented aainst one of g ced against. the
images. The operator will be able to specify whichmag
e FDLE Latent ID Number
The FDLE Latent ID will be a 1 2-digit number and will be entered as the 12-digit case number
of the Latent ID. When a latent case is submand the lastd to the FD5d gitsLE oof the Latent ID is removed.
r a latent search the first 12-
digits of the Latent ID is used for the search
Pro osal 5a40121305-2 Page 6l16
Motorola, Inc„Prinlrak, A Motorola Company, Biometrics Solutions Division p Motorola 1 21ide 5- Prageieta 6
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
Detailed Product Description
Motorola Printrakm4 Latent Station
The Motorola Printrak Latent Station is designed for latent print input, and review of fingerprint
and palm print search results.
Latent Entry Capabilities
The workstation is designed to provide highly user-friendly latent entry and search review
capabilities. Latent prints may be captured using a latent camera, scanner, or imported from
another application. The workstation operator enters and encodes minutiae on latent prints and
initiates comparison of a latent print to an existing tenprint, or unsolved latent record file.
The workstation includes features such as side -by -side zoom, and on -screen controls for contrast,
brightness, and other image enhancements.
OSuch imprnse is fast, and individual areas of
oved encoding tools make previously
the print can easily be expanded and/or
unidentifiable minutiae visible and assist latent examiners in print encoding. More accurate and
complete minutiae identification means more accurate searching for every latent print, thereby
increasing the number of hits. Finally, a graphic chart of matching minutiae can be produced on-
screen and in hard copy form.
The workstation allows access to a server latent case relational database, which stores AFIS
quality latents, other images, and crime information. This case management tools allow a latent
operator to manage his or her latent case information.
Reception of Central Site Responses
The workstation provides the capability to view selected NIST-based responses from a central
site, including display of both images and text. These include supported transactions for search
results (Search Results Latent - SRL), acknowledgements (Acknowledgement Latent - ACKL),
error messages (Latent Transaction Error - ERRL, Image Transaction Error - ERRt), and other
information (Fingerprint Image Request Response IRR),
Grayscale Printer
The grayscale printer has the following features:
• High -resolution fingerprint images and descriptive data
• Double -sided card format on tenprint card stock (90 lb.)
• Resolution of 1200 dpi
• Image -intensive tenprint cards are output at a speed of 2 to 4 per minute
• Multiple copies of the same card can be produced at a rate of 5 or more per minute
• Two paper trays, with an option for a third tray (The second and third tray can be used to
print high -resolution images on plain paper, or to output search result reports and system
messages)
• Search result reports and system messages can print at a rate of 8 pages per minute
• The proposed printer is certified to Appendix F by the FBI
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121305-2 Page 7/16
1250 North Tustin Avenue, Anaheim, CA 92807 U,S,A. Tel: +1 714 575 2956
Motorola Confidential -Proprietary
Color Laser Printer
Motorola's high-performance color laser printer uses automatic color calibration to produce
consistent color from start to finish, Automatic Color Correction technology optimizes all
elements to deliver high -quality output with minimal maintenance.
Display images are printed at 1200 dots per inch (dpi). The printer produces three images per
minute on a wide range of paper types including bond, coated stock, card stock, fabric transfer,
envelopes, and transparencies. Operator can use this printer to print screen shots as well as charts
from search verifications for court exhibits.
Color Video Printer
Motorola uses color video printers to support both color and grayscale output of tenprint and
latent screens from all workstations. These Dye Sublimation Printers are networked using
Windows NT drivers. Display images of up to 1.4 million colors are routed from the
workstation(s) to the printer, where they are printed on high-grade photographic paper at 300-dpi
resolution or on Mylar transparency sheets for court display. Although the printer is capable of
printing up to 16.7 million colors, it can easily produce lower -cost grayscale images as
requested. Each color printout requires three minutes to complete. Print samples are available
upon request, as is additional information on these printers.
Proposal 584D1213Q5-2 Page 811fi
Motorola, Inc., Printfak, A Motorola Company, Biometrics Solutions Division p sal 584rda Confidential-Proprietary25-2age6
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A, Tel: +1 714 575 2956
ISO Products Agreement
Motorola, Inc., a Delaware corporation, by and through its
Commercial, Government, and Industrial Solutions Sector,
North America Group ("Motorola" or ''Seller")/Printrak
International Incorporated, a Motorola company ("Printrak" or
"Seller"), [select one having a place of business at
and
("Customer"), having a place of business at
enter into this Products Agreement ("Agreement"), pursuant
to which Customer will purchase and Seller will sell the
Products, as described below. Seller and Customer may be
referred to individually as "party" and collectively as "parties."
For good and valuable consideration, the parties agree as
follows'.
Section 1 EXHIBITS
The Exhibits listed below aro incorporated into and made a
part of this Agreement. In interpreting this Agreement and
resolving any ambiguities, the main body of this Agreement
will take precedence over the Exhibits and any inconsistency
between the Exhibits wilt be resolved in the order in which
they are listed.
Exhibit A Motorola "Software License Agreement"
Exhibit B "Technical and Implementation Documents" (if
applicable) iF a licable
B-1 "List of Products" dated if a licable
B-2 "Statement of Work" dated
Exhibit C "Payment Schedule" (if applicable)
Section 2 DEFINITIONS
Capitalized terms used in this Agreement shall have the
following meanings:
"Contract Price" means the price for the Products, exclusive
of any applicable sales or similar taxes and freight charges.
"Effective Dale" means that date upon which the last party to
sign this Agreement has executed it.
"Equipment" means the equipment listed in the List of
Products that Customer is purchasing under This Agreement.
"Infringement Claim" means a third party claim alleging that
Equipmentthe
Softwa einf Motorola
infringes upon the third party'sUnited Stales patent
or copyright.
"Motorola" means Motorola, Inc., a Delaware corporation.
"Motorola Software" means Software that Motorola or
Printrak owns.
"Non -Motorola Software" means Software that a party other
than Motorola or Printrak owns.
"Open Source Software" means software that has its
underlying source code freely available to evaluate, copy,
and modify. Open Source Software and the terms "freeware"
or "shareware" are sometimes used interchangeably.
"Printrak" means Printrak International Incorporated, a
Motorola company.
'Products' mean the Equipment and Software provided by
Setter under this Agreement.
"Proprietary Rights" means the patents, patent aklsications,
inventions, copyrights, trade secrets,
names, mask works, know-how, and other intellectual
property rights in and to the Equipment and Software,
including those created or produced by Motorola or Printrak
under this Agreement and any corrections, bug fixes,
enhancements, updates or modifications to or derivative
works from the Software whether made by Motorola,
Printrak, or another party.
"Software" means the Motorola and NoreMolorola Software
in object code format that is furnished with the Products and
which may be tiled on the List of Products.
"Specifications" means the functionality and performance
requirements described in the Technical and Implementation
Documents and any published descriptions of the Products.
Section 3 SCOPE OF AGREEMENT AND TERM
3 t SCOPE OF WORK. Seller will provide, ship, and
install (if applicable) the Products, and perform its other
contractual responsibilities, all in accordance with this
Agreement. Customer will perform its contractual
responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either party may request
changes within the general scope of this Agreement, Neither
party is obligated to perform requested changes unless both
parties execute a written change order.
•
3.3. TERM. Unless otherwise terminated in
s of
accordance with the mutual agreement rnthis
of the parties, the term of
extended by
this Agreement shall begin on the Effective Date and shall
continue until the expiration of the warranty period or three
(3) years from the Effective Dale, whichever occurs last.
PMENT,
SERVICESpADDITIONAL
DuriTermthe Termofthis Agreement SOFTWARE. OR
Customer
may order additional Equipment, Software, or services
provided they are then available. Each order must refer to
this Agreement and must specify the pricing anddelivery
terms. Notwithstanding any additional or contrary terms
the order, the applicable provisions of this Agreement
(except for pricing, delivery, and payment terms) will govern
the purchase and sale of the additional Equipment,
Software, or services. Payment is due within twenty (20)
days after the invoice dale, and Seller will send Customer an
invoice as the additional Equipment is shipped, Software is
licensed, or services are performed
3.5. MAINTENANCE SERVICE. This Agreement does
not cover maintenance or support of the Products except as
provided under the warranty. If Customer wishes to
purchase maintenance or support, Seller will provide a
separate maintenance and support proposal upon request.
3.6. MOTOROLA SOFTWARE. Any Motorola
Software, including subsequent releases, is licensed to
Customer solely in accordance with the Software License
Customer'sAgreement for the
this
Agreement. Customer hereby a cepts and agrees nto rabide
by all of the terms and restrictions of the Software License
Agreement.
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Motorola ConfidentialPropnefary
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
Proposal 5840121305-2 Page 9/16
3.7. NON-MOTOROLA SOFTWARE. Any Non -
Motorola Software is licensed to Customer in accordance
with the standard license, terms, and restrictions of the
copyright owner on the Effective Date unless the copyright
owner has granted to Seller the right to sublicense the Non -
Motorola Software pursuant to the Software License
Agreement, in which case it applies and the copyright owner
will have all of Licensor's rights and protections under the
Software License Agreement. Seller makes no
representations or warranties of any kind regarding Non -
Motorola Software. Non -Motorola Software may include
Open Source Software. All Open Source Software is
licensed to Customer in accordance with, and Customer
agrees to abide by, the provisions of the standard license of
the copyright owner and not the Software License
Agreement. Upon request by Customer, Motorola will use
commercially reasonable efforts to (i) determine whether any
Open Source Software will be provided under this
Agreement; and if so, (ii) identify the Open Source Software
and provide to Customer a copy of the applicable standard
license (or specify where such license may be found); and
(iii) provide 10 Customer a copy of the Open Source
Software source code if it is publicly available without charge
(although a distribution fee or a charge for related services
may be applicable).
3.9. SUBSTITUTIONS. At no additional cost to
Customer, Seller reserves the right to substitute any
Equipment, Software, or services to be provided by Seller,
but only if the substitute meets the Specifications and is of
equivalent or better quality and value' to the Customer. Any
such substitution will be reflected in a change order.
3-9, OPTIONAL EQUIPMENT OR SOFTWARE. This
paragraph applies only if a "Priced Options" exhibit is shown
in Section 1 of this Agreement, or if the Parties amend this
Agreement to add a Priced Options exhibit, During the term
of the option as slated in the Priced Options exhibit (or if no
term is stated, then tor one (1) year after the Effective Date),
Customer shall have the right and option 10 purchase the
equipment, software, and related services that are described
and fisted' in the Priced Options exhibit, Customer may
exercise this option by giving written notice to Seller which
must designate what equipment, software, and related
services Customer is selecting (including quantities, if
applicable). To the extent they apply, the terms and
conditions of this Agreement will govern the purchase of the
selected equipment, software, and related services
However, the parties acknowledge that certain contractual
provisions must be agreed upon, and they agree to negotiate
those in good faith promptly after Customer delivers to Seller
the .option exercise notice. Examples of provisions that may
need to be negotiated are: specific lists of deliverables,
statements of work, acceptance test plans, delivery and
implementation schedules, payment terms, maintenance and
support provisions, additions to or modifications of the
Software License Agreement, hosting terms, and
modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
If this Agreement includes the performance of services, the
Statement of Work will describe the performance schedule.
5.1. CONTRACT PRICE. Unless otherwise set forth in
a Payment Schedule attached as Exhibit C, the Contract
Price in U.S. dollars is $
5.2. INVOICING AND PAYMENT. Unless otherwise
set forth in a Payment Schedule attached as Exhibit C,
Seller will submit invoices to Customer for Products when
they are shipped and for services, if applicable, when they
are performed. Customer will make payments to Seller within
twenty {20) days after the date of each invoice. Customer
will make payments when due in the form of a wire transfer,
check, or cashier's check from a U.S. financial institution.
Overdue invoices wilt bear simple interest al the rate of ten
percent (10%) per annum, unless such rate exceeds the
maximum allowed by law, in which case it will be reduced to
the maximum allowable rate. For Customer's reference, the
Federal Tax Identification Number for Motorola, Inc. is 36-
1115800 and for Printrak International, Inc. is 33-0070547,
5,3 FREIGHT, TITLE, AND RISK OF LOSS. All freight
charges will be pre -paid by Seller and added to the invoices.
Title and risk of loss to the Equipment will pass to Customer
upon shipment, except that title to Software will not pass 10
Customer at any time. Seiler will pack and ship all
Equipment in accordance with good commercial practices.
5.4 INVOICING AND SHIPPING ADDRESSES.
Invoices will be sent to the Customer at the following
address;
The city which is the ultimate destination where the
Equipment will be delivered to Customer is:
The Equipment will be shipped to the Customer at the
following address (insert if this information is known):
Customer may change this information by giving written
notice to Motorola.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. if Seller is providing
installation or ether services, Customer will provide all
necessary construction and building permits, licenses, and
the like; and access to the work sites or vehicles as
reasonably requested by Seller so that it may perform its
contractual duties.
6.2. SITE CONDITIONS, If Seller is providing
installation or other services at Customer's sites, Customer
will ensure that these work sites be safe, secure, and in
compliance with all applicable industry and OSHA standards.
To the extent applicable and unless the Statement of Work
specifically slates to the contrary, Customer will ensure that
Motorola, Inc., Prinlrak, A Motorola Company, Biometrics Solutions Division Proposal 58401 21 305-2 Page 10/16
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel +1 714 575 2956
Motorola Confidential -Proprietary
these work sites will have (i) adequate physical space for the
installation, use and maintenance of the Products; (!i)
adequate air conditioning and other environmental
conditions; (iii) adequate electrical power outlets, distribution
and equipment for the installation, use and maintenance of
the Products; and (iv) adequate telephone or other
communication lines for the installation, use and
maintenance of the Products.
Section 7ACCEPTANCE
Acceptance of the Products will occur upon delivery to
Customer unless the Statement of Work provides for
acceptance verification or testing, in which case acceptance
of the Products will occur upon successful completion of the
acceptance verification or testing. Notwithstanding the
preceding sentence, Customer's use of the Products for their
operational purposes will constitute acceptance.
Section 8 REPRESENTATIONS AND
WARRANTIES
8.1. EQUIPMENT WARRANTY. For one (1) year from
the date of shipment, Seller warrants that the Equipment
under normal use and service will be free from material
defects in materials and workmanship.
8.2. MOTOROLA SOFTWARE WARRANTY. Unless
otherwise stated in the Software License Agreement, for one
(1) year from the date of shipment, Seller warrants the
Motorola Software in accordance with the terms of the
Software License Agreement and the provisions of this
Section that are applicable to the Motorola Software.
8.3, EXCLUSIONS TO EQUIPMENT AND
MOTOROLA SOFTWARE WARRANTIES. These warranties ,
do not apply to: (i) defects or damage resulting from use of
the Equipment or Motorola Software in other than its normal,
customary, and authorized manner; (ii) defects ar damage
occurring from misuse, accident, liquids, neglect, or acts of
God; (iii) defects or damage occurring from testing,
maintenance, disassembly, repair, installation, alteration,
modification, or adjustment not provided or authorized in
writing by Seller; (Iv) breakage of or damage lo, antennas
unless caused directly by defects in material or
workmanship; (v) defects or damage caused by Customer's
failure to comply with all applicable industry and OSHA
standards; (vi) Equipment that has had the serial number
removed or made illegible; (vii) batteries (because they carry
their own separate limited warranty); (viii) freight costs to
ship Equipment to the repair depot; (ix) scratches or other
cosmetic damage to Equipment surfaces that does not affect
the operation of the Equipment; and (x) normal or customary
wear and tear.
WARRANTY CLAIMS. For Customer to assert a
claim that the Equipment or Motorola Software does not
conform to these warranties, Customer must notify Motorola
in writing of the claim before the expiration of the warranty
period. Upon receipt of such notice, Seller will investigate the
warranty claim. If This investigation confirms a valid warranty
claim, Seller will (at its option and al no additional charge to
Customer) repair the defective Equipment or Motorola
Software, replace it with the same or equivalent product, or
refund the price of the defective Equipment or Motorola
Software. Such action will be the full extent of Seller's liability
hereunder. If this investigation indicates the warranty claim is
not valid, then Seller may invoice Customer for responding
to the claim on a time and materials basis using Seller's
current labor rates. Repaired ar replaced product is
warranted for the balance of the original applicable warranty
period. All replaced products or parts will become the
properly of Seller.
8,5. ORIGINAL CND USER 1S COVERED. These
express limited warranties are extended by Seller to the
original user purchasing the Products for commercial,
industrial, or governmental use only, and are not assignable
or transferable.
8.6. DISCLAIMER OF OTHER WARRANTIES. THESE
WARRANTIES ARE THE COMPLETE WARRANTIES FOR
THE EQUIPMENT AND MOTOROLA SOFTWARE
PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN
IN LIEU OF ALL OTHER WARRANTIES. SELLER
DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTEES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE,
Section 9 DELAYS
Neither party will be liable for its non-performance or delayed
performance if caused by a "Force Majeure" which means an
event, circumstance, or acl of a third party that is beyond a
party's reasonable control, such as an act of God, an act of
the public enemy, an act of a government entity, strikes or
other labor disturbances, hurricanes, earthquakes, fires,
floods, epidemics, embargoes, war, riots, or any other similar
cause. Each party will notify the other if it becomes aware of
any Force Majeure that will significantly delay performance.
The notifying party will give such notice promptly (but in no
event later than fifteen days) after it discovers the Force
Majeure. If a Force Majeure occurs, the parties will execute
a change order to extend the performance schedule for a
lime period that is reasonable under the circumstances,
Section 10 DISPUTES
10.1. SETTLEMENT PREFERRED. Seller and
Customer will attempt to settle any dispute arising from this
Agreement (except for a claim relating to intellectual property
or breach of confidentiality provisions) through consultation
and negotiation in good faith and a spirit of mutual
cooperation. The dispute will be escalated to appropriate
higher -level managers of the parties, if necessary. If
cooperative efforts fail, the dispute will be mediated by a
mediator chosen jointly by Seller and Customer within thirty
days after notice by one of the parties demanding non-
binding mediation. Seller and Customer will not
unreasonably withhold consent to the selection of a
mediator, and they will share the cost of the mediation
equally, The parties may postpone mediation until they have
completed some specified but limited discovery about the
dispute. The parties may also replace mediation with some
olher form of non -binding alternative dispute resolution
("ADR").
10.2, LITIGATION. Any claim relating to intellectual
properly or breach of confidentiality provisions and any
dispute that cannot be resolved between the parties through
negotiation or mediation within Iwo (2) months after the date
of the initial demand for nonbinding mediation may be
submitted by either party to a court of competent jurisdiction
in the stale in which the Products are delivered: Each party
consents to jurisdiction over it by such a court. The use of
ADR procedures will not be considered under the doctrine of
lathes, waiver, or estoppel to affect adversely the rights of
either party.
Biometrics Solutions Division Proposal 5840121305-2 Page 11/16
Motorola, Inc., Printrak, A Motorola Company, Motorola Con(rdenfiaf-Propriefary
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
Section 11 DEFAULT AND TERMINATION
If either party fails to perform a material obligation under this
Agreement, the other party may consider the non -performing
party to be in default (unless a Force Majeure causes such
failure) and may assert a default claim by giving the non-
performing party a written and detailed notice of the default.
Except for a default by Customer for failing le pay any
amount when due under this Agreement which must be
cured immediately, the defaulting party will have thirty (30)
days after receipt of the notice of default to either (i) cure the
default or (ii) if the default is not curable within thirty (30)
days, 10 provide a written cure plan. The defaulting party will
begin implementing the cure plan immediately after receipt
of notice by the other party that ;t approves the plan. If
Customer is the defaulting party, Motorola may stop work on
the project until it approves the Customer's cure plan. 11 the
non -performing party fails to cure the default, the performing
party may terminate any unfulfilled portion of this Agreement
and recover damages as permitted by taw and this
Agreement.
Section 12 PATENT AND COPYRIGHT
INFRINGEMENT INDEMNIFICATION
12.1, Seller will defend at its expense any suit brought
against Customer to the extent that it is based on an
Infringement Claim, and Seiler will indemnify Customer for
those costs and damages finally awarded against Customer
for an Infringement Claim. Seller's duties 10 defend and
indemnify are conditioned upon: (i) Customer promptly
notifying Seller in writing of such Infringement Claim; (ii)
Seller having sole control of the defense of such suit and all
negotiations for its settlement or compromise; (iii) Customer
providing to Seller cooperation and, if requested by Seller,
reasonable assistance in the defense of the Infringement
Claim.
12.2. If an Infringement Claim occurs, or in Seller's
opinion is likely to occur, Seller may at its option and
expense procure for Customer the right to continue using the
Equipment or Motorola Software, replace or modify it so that
it becomes non -infringing while providing functionally
equivalent performance, or grant Customer a credit for such
Equipment or Motorola Software as depreciated and accept
its return. The depreciation amount will be calculated based
upon generally accepted accounting standards for such
Equipment and Motorola Software.
12.3. Seller will have no duty to defend or indemnify for
any Infringement Claim that is based upon (I) the
combination of the Equipment or Motorola Software with any
software, apparatus or device not furnished by Seller, (ii) the
use of ancillary equipment or software not furnished by
Seller and That is attached to or used in connection with the
Equipment or Motorola Software; (iii) any Equipment that is
not Seller's design or formula; (iv) a modification of the
Motorola Software by a party other than Seller; or (v) the
failure by Customer to install an enhancement release to the
Motorola Software that is intended to correct the claimed
infringement. The foregoing slates the entire liability of Seller
with respect to infringement of patents and copyrights by the
Equipment and Motorola Software or any parts thereof.
Section 13 LIMITATION OF LIABILITY
This limitation of liability provision shalt apply
notwithstanding any contrary provision in this Agreement.
Except for personal injury or death, Seller's total liability,
whether for breach of contract, warranty, negligence, strict
liability in tort, indemnification, or otherwise, will be limited to
the direct damages recoverable under law, but not to exceed
the price of the Equipment, Software, or services with
respect to which losses or damages are claimed.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY
AGREE THAT SELLER WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT,
OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT, THE SALE
OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE
PERFORMANCE OF SERVICES BY SELLER PURSUANT
TO THIS AGREEMENT. This limitation of liability will survive
the expiration or termination of this Agreement. No action for
breach of this Agreement or otherwise relating to the
transactions contemplated by This Agreement may be
brought more than one (1) year after the accrual of such
cause of action, except for money due upon an open
account.
Section 14 CONFIDENTIALITY AND
PROPRIETARY RIGHTS
14.1. CONFIDENTIAL lNFORMATION.
14.1.1. During the term of this Agreement, the parties may
provide each other with Confidential Information. For the
purposes of this Agreement, 'Confidential Information" is any
information disclosed in written, graphic, verbal, or machine -
recognizable form, and is marked, designated, labeled or
identified at the lime of disclosure as being confidential or its
equivalent; or if in verbal form is identified as confidential or
proprietary al the time of disclosure and confirmed in writing
within thirty (30) days of such disclosure. Notwithstanding
any other provisions of this Agreement, Confidential
Information shall not include any information that: (i) is or
becomes publicly known through no wrongful act of the
receiving party; (ii) is already known to the receiving party
without restriction when it is disclosed, (iii) is, or
subsequently becomes, rightfully and without breach of this
Agreement, in the receiving patty's possession without any
obligation restricting disclosure; (iv) is independently
devetoped by the receiving party without breach of this
Agreement; or (v) is explicitly approved for release by written
authorization of the disclosing party.
14.1.2. Each party will: (i) maintain the confidentiality of
the other party's Confidential information and not disclose it
to any third party, except as authorized by the disclosing
party in writing or as required by a court of competent
jurisdiction; (ii) restrict disclosure of Confidential Information
to its employees who have a "need to know" and not copy or
reproduce such Confidential Information; (iii) take necessary
and appropriate precautions to guard the confidentiality of
Confidential Information, including informing its employees
who handle such Confidential Information that it is
confidential and not to be disclosed to others, but such
precautions shall be al least the same degree of care that
the receiving party applies to its own confidential information
and shall not be less than reasonable care; and (iv) use such
Confidential Information only in furtherance of the
performance of this Agreement. Confidential Information is
and shall at all times remain the properly of the disclosing
party, and no grant of any proprietary rights in the
Confidential Information is hereby given or intended,
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121305-2 Page 12116
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
Motorola Confidential -Proprietary
including any express or implied license, other than the
he
limited
nformatonhin hx
e manner and to the tentlitpermtedri
by th
l
Is
Agreement,
14.2. PRESERVATION OF PROPRIETARY RIGHTS.
14.2.1. Motorola and Printrak, as applicable, the third
party manufacturer of any Equipment, and the copyright
owner of any Non -Motorola Software own and retain all of
their respective Proprietary Rights in the Equipment and
Software. Nothing in this Agreement is intended to restrict
the Proprietary Rights of Motorola, Printrak, any copyright
owner of Non -Motorola Software, or any Third party
manufacturer of Equipment. All intellectual property
developed, originated, or prepared by Motorola or Printrak in
connection with providing to Customer the Equipment,
Software, or related services remain vested exclusively in
Motorola or Printrak, and this Agreement does not grant to
Customer any shared development rights of intellectual
property.
14.2.2. Except as explicitly provided in the Software
License Agreement, nothing in this Agreement will be
deemed to grant, either directly or by implication, estoppel,
or otherwise, any right, Lille or interest in the Proprietary
Rights of Motorola or Prinlrak. Customer agrees not to
modify, disassemble, peel components, decompile,
otherwise reverse engineer or attempt to reverse engineer,
derive source code or create derivative works from, adapt,
mergetranslate, with
the Software,r perm tother
xport
or encourage reproduce,
any third do
so. The preceding sentence shall not apply to Open Source
Software which is governed by the standard license of the
copyright owner.
Section 15 GENERAL
15.1. TAXES, The Contract Price does not include any
amount for federal, state, or local excise, sales, lease,
service, rental, use, property, occupation, or other taxes,
assessments or duties (other than federal, state,
, andwhilocalh cal
l
taxes based on Seller's income or net worth),
allwil
be paid by Customer except as exempt by law. if Seller is
required to pay or bear the burden of any such taxes, Seller
will send an invoice to Customer and Customer ill pay to 1t
the amount of such taxes (including any
f aperplicable
date of the
t
and penalties) within twenty (20) days
solely
invoice. Customer will be Equipment for personal property faxfor reporting the
purposes.
15.2. ASSIGNABILITY. Neither party may assign this
Agreement without the prior written consent of the other
party, except that Seller may assign this Agreement to any of
its affiliates or its right to receive payment without the prior
consent of Customer
•
15.3, SUBCONTRACTING. Seller may subcontract any
portion of the work, but such subcontracting will not relieve it
of its duties under this Agreement.
15.4 WAIVER. Failure or delay by either party to
exercise any right or power under this Agreement will nol
operate as a waiver of such right or power. For a waiver of a
right or power to be effective, it must be in writing signed by
the waiving party. An effective waiverofaright or continuing
or power
shall nol be construed as either (1) a
future
waiver of that same right or power, or (it) the waiver of any
other right or power.
Motorola, inc., Printrak, A Motorola Company, Biomelrics Solutions Division
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: +1 714 575 2956
15.5. SEVERABILITY. If a court of competent
jurisdiction renders any provision of this Agreement (or
portion of a provision) to be invalid or otherwise
unenforceable, that provision or portion of the provision will
be severed and the remainder of this Agreement will
continue in full force and effect as if the invalid provision or
portion of the provision were not part of this Agreement.
15.6. INDEPENDENT CONTRACTORS. Each party
shall perform its activities and duties hereunder only as an
independent contractor. The parties
o theiragepersoonnel
o tshhe
l
nol be considered to be employe
party. Nothing in this Agreement shall be interpreted as
granting either party the right or authority to make
commitments of any kind for the other. This Agreement shall
not constitute, create, or in any way be interpreted as a joint
venture, partnership or formal business organization of any
kind,
15.7. HEADINGS AND SECTION REFERENCES;
CONSTRUCTION, The section headings in this Agreement
are inserted only for convenience
or and
aa limitation are
notto be
of the
construed as part of this Agreement
scope of the particular section 10 which the heading refers.
This Agreement will be fairly interpreted in accordance with
its terms and conditions and not for or against either party.
15.B, GOVERNING LAW. This Agreement and the
rights and duties of the parties will be governed by and
interpreted In accordance with the laws of the State in which
the System is installed.
15.9. ENTIRE AGREEMENT. This Agreement, including
relga di g stheo stitutes the subject matter entire
ihereofe andnt of the supersedes dIes
all
previous agreements, proposals, and understandings,
whether written or oral, relating to such subject matter, This
Agreement may be altered, amended, or modified only by a
written Instrument signed by authorized representatives of
•
both parties. The preprinted terms and conditions found on
any Customer purchase order, acknowledgment or other
form will not be considered an amendment or modification of
This Agreement, even if a representative of each partysigns
such document.
15.10. NOTICES. Notices required under this Agreement
to be given by one party to the other must be in writing and
either delivered in person or sent requestedthe diessand pshown
below by certified mail, return receipt
ostage
prepaid (or by a recognized courier service with an asset
tracking system, such as Federal Express, UPS, or DHL), or
by facsimile with correct answerback received, and shall be
effective upon receipt:
Customer
Attn:
fax:
Seller
Attn:
Proposat 5840121305-2 Page 13/16
Motorola Confidential -Proprietary
fax:
15.11. COMPLIANCE WITH APPLICABLE LAWS. Each
party will comply with all applicable federal, stale, and local
laws, regulations and rules concerning the performance of
this Agreement or use of the System.
15.12. AUTHORITY TO EXECUTE AGREEMENT. Each
party represents to the other that (i) it has obtained all
necessary approvals, consents and authorizations to enter
into this Agreement and to perform its duties under this
Agreement; (€i) the person executing this Agreement on its
behalf has the authority to do so; (Hi) upon execution and
delivery of this Agreement by the parties, it is a valid and
binding contract, enforceable in accordance with its terms;
and (iv) the execution, delivery, and performance of this
Agreement does not violate any bylaw, charter, regulation,
law or any other governing authority of the party,
15,13. SURVIVAL OF TERMS. The following provisions
shall survive the expiration or termination of this Agreement
for any reason: Suction 3.6 (Motorola Software), Section 3.7
(Non -Motorola Software); if any payment obligations exist,
Sections 5.1 and 5.2 (Contract Price and Invoicing and
Payment); Section 10 (Disputes); Section 13 (Limitation of
Liability); Section 14 (Confidentiality and Proprietary Rights;
and all of the General terms in this Section 15.
The parties hereby enter into this Agreement as of the
Effective Date.
Seller
By,
Name:
Ttle:
Date;
Customer
By:
Name:
Title:
Dale:
Motorola, Inc., Prinlrak, A Motorola Company, Biometrics Solubons Division Proposal 5840121305-2 Page 14/16
1250 North Tustin Avenue, Anaheim, CA 92807 U.S A. Tel: +1 714 575 2956
Motorola Confidential -Proprietary
Exhibit A
Software License Agreement
In this Exhibit A, the term "Licensor" means Motorola, Inc.,
("Motorola") or Printrak International, Incorporated, a
Motorola company ("Printrak"); "Licensee," means the
Customer; "Primary Agreement" means the agreement to
which this exhibit is attached; and "Agreement" means this
Exhibit and the applicable terms and conditions contained in
the Primary Agreement. The parties agree as follows,
Section 1 SCOPE
Licensor will provide proprietary software and/or radio
communications, computer, or other electronic products
("Products") containing embedded or pre -loaded proprietary
software to Licensee, "Software" means such proprietary
software in object code format, and adaptations, translations,
de -compilations, disassemblies, emulations, or derivative
works thereof; such software may contain one or more items
of software owned by a third party supplier ("Third Party
Software"). Product and Software documentation that
specifres technical and performance features and
capabilities, and the user, operation and training manuals for
the Software (including all physical or electronic media upon
which this information is provided) are collectively referred to
as "Documentation." This Agreement contains the terms and
conditions pursuant to which Licensor will license to
Licensee, and Licensee may use, the Software and
Documentation.
Section 2 GRANT OF LICENSE
Subject to Section 1, Licensor hereby grants to Licensee a
personal, non -transferable (except as permitted in Section 8
below), limited, and non-exclusive license under Licensor's
applicabte proprietary rights to use the Software and related
Documentation for the purposes for which Ihey were
designed and in accordance with the terms and conditions of
this Agreement, The license does not grant any rights to
source code.
If the Software is or includes Integration Framework,
Customer Service Request ("CSR"), or Cilyworks software,
such Software is licensed pursuant to this Agreement plus a
separate document entitled "Software License Agreement
Rider for Integration Framework, Customer Service Request,
or Cityworks Software" (which document is incorporated by
this reference and is either attached to this Agreement or will
be provided upon Licensee's request).
Section 3 LIMITATIONS ON USE
3.1. Licensee may use the Software only for Licensee's
internal business purposes and only in accordance with the
Documentation. Any other use of the Software is strictly
prohibited. Licensee may not for any reason modify,
disassemble, peel components, decompile, otherwise
reverse engineer or attempt. to reverse engineer, derive
source code, create derivative works from, adapt, Translate,
merge with other software, copy, reproduce, distribute, or
export any Software or permit or encourage any third party
to do so, except that Licensee may make one copy of
Software provided by Licensor to be used solely for archivat,
back-up, or disaster recovery purposes. Licensee must
reproduce all copyright and trademark notices on ail copies
of the Software and Documentation.
3.2. Licensee may not copy onto or transfer Software
installed in one Product device onto another device
Notwithstanding the preceding sentence, Licensee may
temporarily transfer Software installed on one device onto
another if the original device is inoperabte or malfunctioning,
provided That Licensee provides written notice to Licensor of
such temporary transfer and such temporary transfer is
discontinued when the original device is returned to
operation. Upon Licensor's written request, Licensee must
provide to Licensor a written list of all Product devices in
which the Software is installed and being used by Licensee.
3.3. Concerning Motorola's Radio Service Software
("RSS"), if applicable, Licensee must purchase a copy for
each location at which Licensee uses RSS. Licensee's use
of RSS at an authorized location does not entitle Licensee to
use or access the RSS remotely. Licensee may make one
additional copy for each computer owned or controlled by
Licensee at each such location. Upon Llcensor's written
request, Licensee must provide to Licensor a written list of
all locations where Licensee uses or Intends 10 use RSS.
Section 4 OWNERSHIP AND TITLE
Title to all copies of Software will not pass to Licensee al any
time and remains vested exclusively in the copyright owner.
The copyright owner owns and retains all of its proprietary
rights in any form concerning the Software and
Documentation, including ail rights in patents, patent
applications, inventions, copyrights, trade secrets,
trademarks, trade names, and other intellectual properties
(including any corrections, bug fixes, enhancements,
updates, or modifications to or derivative works from the
Software whether made by Licensor or another party, or any
improvements that result from Licensor's processes or, if
applicable, providing information services). Nothing in this
Agreement is intended to restrict the proprietary rights of
Licensor or to grant by implication or estoppel any
proprietary rights. All intellectual property developed,
originated, or prepared by Licensor in connection with
providing to Licensee Software, Products, Documentation, or
related services remain vested exclusively in Licensor, and
this Agreement does not grant to Licensee any shared
development rights of intellectual properly.
Section 5 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain Licensor's valuable proprietary and
Confidential tnformation and are Licensor's trade secrets,
and that the provisions in the Agreement concerning
Confidential Information apply.
Section 6 LIMITED WARRANTY
6.1. The commencement date and the term of the
Software warranty shall be as staled in the Primary
Agreement, except that (i) the warranty term for Printrak's
LiveScan software shall be 9D days; and (ii) for application
Software That is provided on a per unit basis, the warranty
period for subsequent units licensed is the remainder Reny)
of the initial warranty period or, if the initial warranty period
has expired, the remainder (if any) of the term of the
applicable Software Maintenance and Support Agreement.
6.2. During the applicable warranty period, Licensor
warrants that the unmodified Software, when used properly
and in accordance with the Documentation and this
Agreement, will be free from a reproducible defect that
eliminates the functionality or successful operation of a
feature critical to the primary functionality or successful
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121 305-2 Page 15/16
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel +1 714 575 2956
Motorola Confidentiaf-Proprietary
operation of the Software. Whether such defect occurs will
be determined solely with reference to the Documentation.
Licensor does not warrant that Licensee's use of the
Software or Products will be uninterrupted or error -free or
(hat the Software or the Products will meet Licensee's
particular requirements. Warranty claims are described in
the Primary Agreement.
6.3. LICENSOR DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. THE
TRANSACTION COVERED BY THIS AGREEMENT IS A
LICENSE AND NOTA SALE OF GOODS.
Section 7 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the
Primary Agreement,
Section 8 TRANSFERS
Licensee shall not transfer Software or the related
Documentation to any third party without Licensor's prior
written consent, which consent may be withheld in Licensor's
reasonable discretion and which may be conditioned upon
the transferee paying all applicable license fees and
agreeing to be bound by this Agreemenl, Notwithstanding
the preceding sentence, if Licensee transfers ownership of
radio Products to a third party, Licensee may assign its
rights to use the Software (other Than Radio Service
Software and Motorola's FLASHport® Software) embedded
In or furnished for use with those radio Products; provided
that Licensee transfers all copies of such Software and the
related Documentation io the transferee, and the transferee
executes a transfer form to be provided by Licensor upon
request (which form obligates the transferee to be bound by
this Agreement).
Section 9 TERM AND TERMINATION
Licensee's right to 'use the Software and Documentation will
begin when this Agreement is mutually executed by both
parties and will continue during the life of the Products in
which the Software is used, unless Licensee breaches this
Agreement in which case it shall be terminated immediately
upon notice by Licensor. Licensee acknowledges that
Licensor has made a considerable investment of resources
in the development, marketing, and distribution of its
proprietary Software and Documentation and That
reasonable and appropriate limitations on Licensee's use of
the Software and Documentation are necessary for Licensor
to protect its investment, trade secrets, and valuable
intellectual property rights concerning the Software and
Documentation, Licensee also acknowledges that its breach
of this Agreement will result in irreparable harm to Licensor
for which monetary damages would be inadequate. in the
event of a breach of this Agreement and in addition to
termination of this Agreement, Licensor shall be entitled to
all available remedies al law or in equity (including
immediate injunctive relief and repossession of all non -
embedded Software and associated Documentation unless
Licensee is a Federal agency of the United States
Government). Within thirty (30) days after termination of this
Agreement, Licensee must certify in writing to Licensor that
all copies of the Software and Documentation have been
returned to Licensor or destroyed and are no longer in use
by Licensee.
Section 10 NOTICES
Notices are described in the Primary Agreement.
Section 11 UNITED STATES GOVERNMENT
LICENSING PROVISIONS
In the event that the Licensee is the United Stales
Government or a United Stales Government agency, then
the provisions of this section also apply. Use, duplication or
disclosure of the Software and associated Documentation
under Licensor's copyrights and/or Trade secret rights is
subject to the restrictions set forth in subparagraphs (c)(1)
and (2) of the Commercial Computer Software -Restricted
Rights clause at FAR 52,227-19 (JUNE 1987), if applicable,
unless being provided to the Department of Defense. If being
provided to the Department of Defense, use, duplication, or
disclosure of Software and associated Documentation is
subject to the restricted rights set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 262.227.7013 (OCT 1988), if
applicable, Software and associated Documentation may or
may not include a Restricted Rights notice, or other notice
referring specifically to the terms and conditions of this
Agreement. The terms and conditions of this Agreement
shall each continue to apply, but only to the extent 1hal such
terms and conditions are not inconsistent with the rights
provided to the Licensee under the aforementioned
provisions of the FAR or DEARS, as applicable to the
particular procuring agency and procurement transaction.
Section 12 GENERAL
12.1. COPYRIGHT NOTICES. The existence of a
copyright notice on the Software will not be construed as an
admission or presumption that public disclosure of the
Software or any trade secrets associated with the Software
has occurred.
12.2. COMPLIANCE WITH LAWS. Licensee will comply
with all applicable laws and regulations, including export
laws and regulations of the United Slates. Licensee will not,
without the prior authorization of Licensor and the
appropriate governmental authority of the United Slates, in
any form export or re-export, sell or resell, ship or reship, or
divert, through direct or indirect means, any item or technical
data or direct or indirect products sold orsotherwise furnished
to any person within any territory for which the United Stales
Government, or any agency thereof, at the lime of such
action, requires an export license or other governmental
approval. Violation of this provision shalt be a material
breach of this Agreement, permitting immediate termination
by Licensor.
12 3. ASSIGNMENTS. Licensor may assign any of its
rights or subcontract any of its obligations under this
Agreement, or encumber or sell any of its rights in any
Software, without prior notice to or consent of Licensee.
12.4. GOVERNING LAW. This Agreement will be
governed by the laws of the United Stales to the extent that
they apply and otherwise by the laws of the Slate to which
the Software or Products are shipped if Licensee is a
sovereign government entity, or the laws of the State of
Illinois if Licensee is not a sovereign government entity.
Motorola, Inc., Printrak, A Motorola Company, Biometrics Solutions Division Proposal 5840121305-2 Page 16116
1250 North Tustin Avenue, Anaheim, CA 92807 U.S.A. Tel: it 714 575 2956
Motorola Confidential -Proprietary