Exhibit 10.26
LEADTOOLS DOCUMENT EXPRESS SUITE
DUPLICATION AND DISTRIBUTION LICENSE
(PER COPY AGREEMENT)
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Company Name: View Systems, Inc. (herein "Licensee")
Attn: Xxxxxx X. Xxxxxxx
Address: 0000 Xxxxxx Xxxx, Xxxxx X
(Xxxxxx Xxxxxxx)
Xxxxxxxx, Xxxxxxxx 00000
(City, State, Postal Code, Country)
Phone No.: 000 000 0000 Fax No.: 000 000 0000
LEAD Product Licensed: LEADTOOLS DOCUMENT EXPRESS SUITE VERSION 11
(herein "Software")
LEADTOOLS Registration/Serial No:_______________________________
Title or Description of Licensee's Application: Video OCR
(herein "Application Software")
(Please fill in blank)
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This Duplication and Distribution License ("Agreement") is made by and
between LEAD Technologies, Inc., a North Carolina corporation, principally
located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, XXX ("LEAD") and
Licensee. (Capitalized terms not otherwise defined herein will have the meaning
ascribed to them in the License Agreement, as hereinafter defined.)
RECITALS
1. Licensee has heretofore obtained a development license to use
the Software in connection with the development of the
Application Software in accordance with the terms of the
LEADTOOLS Software License Agreement, a copy of which is
included in the Software packaging and online help file, and
the terms of which are hereby incorporated herein by this
reference (herein the "License Agreement").
2. Licensee now wishes to obtain a license whereby it may
internally deploy or commercially distribute the Application
Software to end users and LEAD is willing to grant the
licenses described herein provided Licensee complies with the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. EFFECTIVENESS OF LICENSE AGREEMENT; GRANT OF DUPLICATION AND
DISTRIBUTION LICENSE.
(a) LICENSE AGREEMENT. Licensee acknowledges that its use of
the Software is governed by the terms, conditions, limitations and
restrictions contained in the License Agreement and hereby agrees to
faithfully abide by such terms and conditions and will not take any
action with respect to the Software prohibited by the License
Agreement. This Agreement is supplementary to the License Agreement,
and this Agreement and the License Agreement together will govern
Licensee's use of the Software and Application Software. Unless
otherwise modified by the terms of this Agreement, all of the terms and
conditions of the License Agreement remain in full force and effect. In
the event of an inconsistency between this Agreement and the License
Agreement, this Agreement will control.
(b) DUPLICATION AND DISTRIBUTION LICENSE. Under LEAD's
copyright, and subject to all the terms and conditions set forth in
this Agreement and the License Agreement, including without limitation,
the payment of the runtime licensing fees described in paragraph 2
hereof, LEAD hereby grants Licensee (and only Licensee) a
non-exclusive, non-transferable, worldwide license to reproduce exact
copies of the Redistributables (as such term is defined in the License
Agreement) and include such files in the Application Software, and to
deploy the Application Software on Licensee's owned and controlled
computers and networks for use by Licensee's employees, contractors and
affiliates and/or to commercially distribute the Application Software,
directly or through customary distribution channels, to end users for
their use without further distribution.
2. LICENSE FEES.
(a) DEVELOPMENT LICENSE FEE. Licensee has been invoiced the
initial development license fee for the Software (the price paid to
LEAD or a LEAD reseller for the "box")and either has paid or shall pay
the initial license fee in accordance with the terms of the invoice.
(b) NON OCR ENABLED DEPLOYMENTS. This subparagraph (b) applies
to copies of the Application Software where OCR capability is NOT
activated.
(i) FREE COPY. One free Deployment of Application
Software is included with License's development license.
(ii) PER COPY RUNTIME LICENSING. Except as otherwise
provided in paragraph 2(b)(i) and 2(b)(iii) hereof, Licensee
will pay a runtime license fee of Fifty Dollars ($50.00) for
each Deployment of Application Software to be reported and
paid pursuant to paragraph 3 hereof.
(iii) PREPAID RUNTIME LICENSING. In lieu of paying
the Fifty Dollar ($50.00) per copy as set forth in paragraph
2(b)(ii) hereof, Licensee may pay in advance for its projected
runtime licensing needs in the quantities and for the prices
set forth below:
QUANTITY PREPAID PRICE PER COPY MINIMUM PREPAYMENT
5-9 $40.00 $ 200.00
10-24 30.00 300.00
25-49 25.00 625.00
50-99 20.00 1,000.00
100-249 15.00 1,500.00
250-499 10.00 2,500.00
500-999 7.00 3,500.00
1,000-2,499 5.00 5,000.00
2,500-4,999 3.00 7,500.00
5,000-9,999 2.00 10,000.00
10,000+ 1.50 15,000.00
In order to receive the runtime pricing contained in this
paragraph 2(b)(iii), Licensee must prepay for its runtime
licenses in accordance with the above schedule PRIOR to
Deployment of the Application Software. To select a prepaid
Deployment option, Licensee shall send LEAD a purchase order
covering the desired number of copies of the Application
Software before making the Deployments covered by the purchase
order, and LEAD will generate an invoice covering the prepaid
copies. During the term hereof, Licensee may, from time to
time, issue multiple purchase orders for multiple quantity
orders. For example, if Licensee desires to use or distribute
two hundred fifty (250) copies of the Application Software,
and would like to take advantage of the Ten Dollar ($10.00)
per copy rate, Licensee must prepay for its runtime licenses
at the rate of Ten Dollars ($10.00) per copy ($2,500.00
prepayment), whereupon Licensee will have the right to use or
distribute up to two hundred fifty (250) copies of the
Application Software. Thereafter, from time to time, if
Licensee desires to use or distribute additional copy(s) of
Application Software and pay a rate of less than Fifty Dollars
($50.00) per copy for such additional copies, Licensee will be
required, prior to shipment or use of any such additional
copy(s) of Application Software, to prepay for such copy(s) by
selecting any of the above prepayment options and making the
applicable prepayment to LEAD. For quantity purposes, each
purchase order will be viewed separately. For example, if
Licensee prepays for two hundred fifty (250) Deployments and
subsequently places another order for two hundred fifty (250)
additional Deployments, the required prepayment due for the
second two hundred fifty (250) Deployments is Two Thousand
Five Hundred Dollars ($2,500.00). ANY DEPLOYMENT OF
APPLICATION SOFTWARE FOR WHICH RUNTIME LICENSING HAS NOT BEEN
PREPAID PRIOR TO DISTRIBUTION OR USE PURSUANT TO THE PROCEDURE
DESCRIBED ABOVE WILL CARRY A RUNTIME LICENSING OBLIGATION OF
FIFTY DOLLARS ($50.00) PER COPY TO BE REPORTED AND PAID
QUARTERLY IN ACCORDANCE WITH PARAGRAPH 3 BELOW.
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(c) OCR ENABLED DEPLOYMENTS. This subparagraph (c) applies to
copies of Application Software where OCR capability IS activated.
(i) FREE COPY. One free Deployment of Application
Software is included with License's development license.
(ii) PER COPY RUNTIME LICENSING. Except as otherwise
provided in paragraph 2(c)(i) and 2(c)(iii) hereof, Licensee
will pay a runtime license fee of One Hundred Fifty Dollars
($150.00) for each Deployment of Application Software to be
reported and paid pursuant to paragraph 3 hereof.
(iii) PREPAID RUNTIME LICENSING. In lieu of paying
the One Hundred Fifty Dollar ($150.00) per copy as set forth
in paragraph 2(c)(ii) hereof, Licensee may pay in advance for
its projected runtime licensing needs in the quantities and
for the prices set forth below:
COPIES PER COPY PRICE MINIMUM PREPAYMENT
5-9 $140.00 $ 700.00
10-24 130.00 1,300.00
25-49 120.00 3,000.00
50+ 100.00 5,000.00
100 75.00 7,500.00
In order to receive the runtime pricing contained in this
paragraph 2(c)(iii), Licensee must prepay for its runtime
licenses in accordance with the above schedule PRIOR to
Deployment of the Application Software. To select a prepaid
Deployment option, Licensee shall send LEAD a purchase order
covering the desired number of copies of the Application
Software before making the Deployments covered by the purchase
order, and LEAD will generate an invoice covering the prepaid
copies. During the term hereof, Licensee may, from time to
time, issue multiple purchase orders for multiple quantity
orders. For example, if Licensee desires to use or distribute
fifty (50) copies of the Application Software, and would like
to take advantage of the One hundred Dollar ($100.00) per copy
rate, Licensee must prepay for its runtime licenses at the
rate of One hundred Dollars ($100.00) per copy ($5,000.00
prepayment), whereupon Licensee will have the right to use or
distribute up to fifty (50) copies of the Application
Software. Thereafter, from time to time, if Licensee desires
to use or distribute additional copy(s) of Application
Software and pay a rate of less than One hundred fifty Dollars
($150.00) per copy for such additional copies, Licensee will
be required, prior to shipment or use of any such additional
copy(s) of Application Software, to prepay for such copy(s) by
selecting any of the above prepayment options and making the
applicable prepayment to LEAD. ANY DEPLOYMENT OF APPLICATION
SOFTWARE FOR WHICH RUNTIME LICENSING HAS NOT BEEN PREPAID
PRIOR TO DISTRIBUTION OR USE PURSUANT TO THE PROCEDURE
DESCRIBED ABOVE WILL CARRY A RUNTIME LICENSING OBLIGATION OF
ONE HUNDRED FIFTY DOLLARS ($150.00) PER COPY TO BE REPORTED
AND PAID QUARTERLY IN ACCORDANCE WITH PARAGRAPH 3 BELOW.
3. REPORTING AND PAYMENT. Licensee must purchase a runtime license for
each Deployment of Application Software. For purposes hereof, a "Deployment of
Application Software" shall mean any and all copies of the Application Software
installed, used, distributed, leased, or sold by Licensee and any of its
customers, employees, distributors, resellers, affiliates or other channel
partners. If the Application Software is installed on a server or network by
Licensee or its customers, the number of Deployments that must be reported and
the number of runtime licenses that must be purchased hereunder will be the
number of computers that are permitted access to the Application Software via
the network or server. (However, see paragraph 4 hereof for server license
options.) No additional runtime licensing is required for updates and upgrades
to the Application Software distributed to users of the Application Software for
which runtime licenses have been paid and accounted for hereunder unless a major
new version of the Software (e. g. LEADTOOLS version 12, 13 etc.) is included in
the upgrade. If a major new version of the Software is included in an upgrade to
the Application Software, each user that is upgraded will be considered to be a
new Deployment for purposes of runtime license payment and reporting hereunder.
All amounts due hereunder are based on United States currency. Licensee agrees
to maintain full, clear and accurate records as to all Deployments of the
Application Software. Licensee will submit to LEAD, within thirty (30) days of
the close of each calendar quarter, a report in substantially the form of
EXHIBIT A setting forth the number of Deployments of Application Software made
during such quarter, and accompanying such report will be a check in the amount
of runtime licensing that is due, if any. If no Deployments have been made
during said quarter, Licensee will provide a certification so stating. Licensee
shall keep adequate records to
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accurately determine the payments due under this Agreement. LEAD shall have the
right, no more than once during any calendar year, to have an independent
certified public accountant or other disinterested third party inspect the
relevant records of Licensee on thirty (30) business days notice and during
regular business hours to verify the reports and payments required to be made
hereunder. Should an underpayment in excess of five percent (5%) be discovered,
Licensee shall pay the cost of the audit. If Licensee is more than thirty (30)
days late with any payment of amount due hereunder, interest will accrue from
the date due until paid at the lesser of (i) 1.5% per month or (ii) the maximum
rate of interest permitted by law.
4. SERVER LICENSE. For $5,000, Licensee may purchase a server license.
If a server license is purchased, the Application Software may be installed on a
server (ASP, ISAPI etc.) and only computers that are using client software
containing LEAD's Redistributable Files (as such term is defined in the License
Agreement) that have access to the server will be considered Deployments
hereunder for runtime license payment and reporting purposes. If a server
license is purchased, no runtime license fees will be required for computers
accessing the Application Software on the server using third party client
software that does not include LEAD's Redistributable Files.
5. NEW VERSIONS; UPGRADES. Minor version updates to the Software are
provided to Licensee free of charge via LEAD's web site. Development licenses
for major version upgrades will be LEAD's then prevailing upgrade price per
Licensee developer. Any prepaid runtime licenses that have not been deployed at
the time Licensee takes a license to a major new version of the Software will be
carried forward and may be applied to Deployments of Application Software made
with the major new version of the Software. Licensee will be under no obligation
to update previously deployed user or client licenses with the new version of
the Application Software that includes the major new version of the Software.
6. ADDITIONAL APPLICATIONS AND DEVELOPER SEATS. If Licensee desires to
develop additional end user applications over and above the single application
comprising the Application Software, Licensee may obtain a license to do so by
paying an additional development license fee equal to the initial license fee
invoiced pursuant to paragraph 2(a) hereof less twenty percent (20%) and this
Agreement will govern the payment of runtime license fees on such additional
applications. Additionally, if more than one (1) programmer wishes to use the
Software in connection with the development of the Application Software,
additional developer seats may be licensed for the initial license fee invoiced
pursuant to paragraph 2(a) hereof less twenty percent (20%).
7. THIRD PARTY SOFTWARE. Portions of the Software are protected by
copyright and other proprietary rights of third party software vendors. Licensee
may be held directly responsible by third party vendors for acts relating to the
Software which are not authorized by this Agreement and for the License
Agreement.
LEAD and Licensee have caused this Agreement to be executed in their
names by the following authorized representatives.
LEAD TECHNOLOGIES, INC. ____________________________________
(Print Your Company Name Here)
By:Xxxxxx X. Xxxxxxx /S/ (SEAL) By:___________________________(SEAL)
(Authorized Signature)
Title: Vice President & General Counsel Title:___________________________
Date: Date:_____________________
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EXHIBIT A
DEPLOYMENT REPORT
(LEADTOOLS DOCUMENT EXPRESS SUITE)
PERIOD OF REPORT:______________
Name of Licensee:_____________________________ Telephone No:________________
(Company Name)
Your Name: _____________________________ Fax No:______________________
Title or description of application(s)
developed with LEADTOOLS: ______________________________________
Number of developers currently
using LEADTOOLS: _________________________ Serial Number:____________________
I. OCR ENABLED DEPLOYMENTS
PREPAID LICENSES (Complete only if you have prepaid runtime licenses to
LEAD. If you have not, go to the next section.)
Balance of prepaid licenses:
_____ copies @ $________ $___________
Quantity of dispositions for reporting period:
_____ copies @ $________ $___________
Remaining prepaid balance:
_____ copies @ $________ $___________
NONPREPAID DEPLOYMENTS
If runtime licensing has not been prepaid or if the quantity deployed
exceeds the quantity prepaid, multiply number of deployments that are not
prepaid by $150.00* to determine the amount due.
AMOUNT DUE: $___________________ (CHECK ENCLOSED)
II. DEPLOYMENTS WITHOUT OCR
PREPAID LICENSES (Complete only if you have prepaid runtime licenses to
LEAD. If you have not, go to the next section.)
Balance of prepaid licenses:
_____ copies @ $________ $___________
Quantity of dispositions for reporting period:
_____ copies @ $________ $___________
Remaining prepaid balance:
_____ copies @ $________ $___________
NONPREPAID DEPLOYMENTS
If runtime licensing has not been prepaid or if the quantity deployed
exceeds the quantity prepaid, multiply number of deployments that are not
prepaid by $50.00* to determine the amount of royalty due.
AMOUNT DUE: $___________________ (CHECK ENCLOSED)
Note: *If your agreement specifies a per copy rate other than $150.00 (or $50
for non-OCR enabled stations), please use the rate specified by your
agreement in calculating the total royalty due.
The undersigned warrants that the information contained in this report is true,
complete and accurate in all respects.
By:_____________________________________ Date:______________________
(Signature-Authorized Representative)
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