MEMORANDUM OF UNDERSTANDING
Between: FacePrint Global Solutions, Inc., a California corporation
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Contact: Xxxxxx Xxxx, CEO
FacePrint Global Solutions, Inc.
Hereafter: "FGS"
And: California State University, Fresno
Cedar and Shaw
Fresno, CA 93740
Contact: Xxxxxx X. Xxxxxxxxx, Director
Engineering Technology Incubator
California State University, Fresno
Hereafter: "CSUF"
Whereas FGS, a California corporation, desires to develop a facial matching
program, for commercial applications, and;
Whereas CSUF is a recognized academic and research institute serving the State
of California and, particularly, the City of Fresno and the surrounding
communities.
The purpose of this MOU is to set forth certain understandings between the
parties regarding the negotiation of a contract for product development, and
except as specified otherwise herein, is not intended to create legally binding
obligations for either party. The parties agree that this MOU will govern their
cooperative efforts to reach and execute a more definitive agreement (the
"Definitive Agreement") that will supersede the provisions of this MOU. The
parties will agree to negotiate in good faith for a period of 60 days. In the
event that the parties are unable to reach agreement within that time period,
this MOU will continue in force until the parties either execute a Definitive
Agreement or one of the parties terminates this MOU in writing, whichever occurs
first. The Definitive Agreement will address and refine each of the following
considerations:
1. Annex A "Product Development Specifications," Annex B
"EZ-Match Technical Guidelines," and Annex C "Implementation
Phases and Compensation for each Phase" will form the basis of
the Definitive Agreement.
2. CSUF will identify the key personnel on the project and start
developing the software immediately after acceptance of the
contract by both parties and will provide monthly reports on
progress of product development.
3. It is understood by all parties that the Intellectual Property
(IP) of the developed program will be owned as follows: FGS
80% and CSUF Foundation 20%. FGS will be the sole decision
maker in the commercialization of the subject IP. CSUF's 20%
will be realized from the sale of the IP to a third party.
CSUF will also get royalties in form of 5% of gross revenues
of EZ-Match (sales or licensing software). In addition, CSUF
will receive 1,000,000 shares of FGS stock when FGS becomes
public in the sequence described in Annex C.
4. FGS will compensate CSUF for its efforts in the product
development with cash,
shares of the company stock and royalties, as described in
the Annexes.
5. CSUF will agree to use the best level of efforts to satisfy
the schedules for product
development established in the Annexes.
6. Exchange of Proprietary Information and Confidentiality
6.1 CSUF agrees to maintain any and all proprietary
information obtained from
and developed for FGS as confidential.
6.2 The parties further agree that, in order to afford
confidential treatment,
each and every page of any and all documents
containing information that
a party deems to be confidential shall bear the
following legend in red ink:
'CONFIDENTIAL PROPRIETARY INFORMATION PURSUANT TO
MOU DATED ______________".
6.3 Except as may be required by law, CSUF will not
discuss details of the project with anyone not
associated with the project.
6.4 The provisions of sub-paragraphs 6.1 through 6.3
shall survive the termination of this MOU and any
subsequent Definitive Agreement.
6.5 The parties will address other concerns about
confidentiality in the
Definitive Agreement.
7. In the event any claim or action is brought against CSUF with
respect to work done by CSUF on EZ-MATCH and is not a result
of negligence on part of CSUF or its staff, FGS will assume
the investigation and defense thereof including the employment
of counsel and payment of all expenses.
8. FGS will work exclusively with CSUF on the project as
defined in attached
Annexes A, B and C.
Document signed in person on July 31, 2003.
Xxxxxx Xxxx, CEO Xxxx X. Xxxxx, President
FGS CSUF
