Exhibit 10.11
Memorandum of Understanding
Between AAMVAnet, Inc., and Intelli-Check, Inc.
This Memorandum of Understanding ("MOU") is effective the 15th day of November
1999, between AAMVAnet, Inc. ("AAMVA") and Intelli-Check, Inc. ("Laboratory")
PURPOSE
AAMVAnet and the Laboratory strongly believe that the value of interaction
between AAMVAnet and the Laboratory can only strengthen their programs and
further develop the relationships between the two entities as they work more
closely together and thus better understand each other for this and other
potential future projects.
GENERAL UNDERSTANDING
AAMVAnet and the Laboratory consider that both organizations will benefit from
the interchange of ideas and practices.
AGREEMENT
AAMVAnet and the Laboratory agree to provide reasonable cooperation in a variety
of joint activities that shall include, but not limited to: A) the decoding
evaluation and testing of electronically readable media for specific
Jurisdiction Driver Licenses and Identification Cards ("ID's") either in
circulation or pending issuance. B) Joint research cooperation and criteria
development for Driver Licenses standards. C) Participation in seminars,
conferences, workshops, and other professional development activities. D) Both
organizations agree to make efforts, individually and in concert to secure
appropriate financing to support the activities contemplated in this MOU.
AAMVAnet agrees to reimburse the Laboratory the administrative costs for report
production and the shipping of said reports upon the Laboratory's submission of
invoice(s) supporting such administrative costs.
AAMVAnet and the Laboratory agree to exclusively produce joint reports in
accordance with the intent of this MOU. Reports may intend to summarize and
evaluate the Jurisdictions ability to conform to those standards specified by
AAMVAnet. If the need arises, each party shall attempt to prepare more detailed
joint agreements to clarify the logistical arrangements for any specific
activity contemplated. AAMVA agrees to use its best efforts to obtain and
deliver to the Laboratory, when possible, all of the materials necessary to
evaluate the encoding, decoding, encryption and decryption testing of
electronically readable media for specific Jurisdiction ID's.
For the purpose of this MOU, both AAMVAnet and the Laboratory agree to permit
the reproduction and use of each other's Trademarks, Service Marks, Logo's and
indicia ("Xxxx") where and when applicable. Each party further agrees that each
Report will clearly contain a statement of ownership rights for each Xxxx used.
For example ("Intelli-Check is a Trademark of Intelli-Check, Inc.").
Both parties agree to distribute these Reports only to parties directly related
to the production of each specific Jurisdiction's ID's either in circulation or
pending issuance being tested. This would include Manufacturers of the specific
Jurisdiction's ID's and the associated government agencies of the specific
Jurisdiction. Other desired distribution requires the written permission of each
party.
AAMVAnet and the Laboratory agree to continue discussions of particular joint
projects and exchanges. In the event that the parties hereto wish to execute
future joint research or consulting agreements, such agreements shall specify
the parties' potential exploitation of each other's intellectual property rights
including Patents, Copyrights and Trademarks. Such agreements shall also define
the financial,
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legal, and other commitments of each party. Nothing in this MOU is intended to
effect, alter or amend either parties' legal rights or obligations with respect
to the other party and/or their intellectual property rights. This MOU shall
serve only as a magnification of each parties' desire to cooperate in joint
educational ventures and, if possible, to negotiate and execute valid and
legally binding obligations in the future.
DURATION
The duration of this agreement shall be for one (1) year beginning from the
effective date of the agreement and if mutually desired, in one (1) year
increments thereafter. However, either party may terminate the agreement upon 30
days notice, so as to give any current testing sufficient time to conclude. The
notice provision will not negatively affect any testing in progress at the time
of the decision.
For the duration of this agreement and a period of one (1) year after, Both
parties agree that each party will make its best efforts to protect each other's
confidential information. This agreement is exclusive in nature. During the term
of this agreement and for the purposes outlined in this MOU, AAMVAnet agrees
that it will use the Laboratory exclusively and the Laboratory agrees that it
will exclusively supply this information to AAMVAnet.
IN WITNESS WHEREOF, this Memorandum of Understanding is entered into on the date
first above written.
AGREED TO BY:
AAMVA (AAMVAnet, Inc.)
/s/ Xxx Xxxxxxx 11/10/99
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Xxx Xxxxxxx, President Date:
THE LABORATORY (Intelli-Check, Inc.)
/s/ Xxxxx Xxxxxxx 11/11/99
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Xxxxx Xxxxxxx, President Date:
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