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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