SOFTWARE DEVELOPMENT AND TECHNOLOGY LICENSE AGREEMENT
AGREEMENT, made and entered into as of the 20th day of October 1998 (the
"Effective Date"), by and between PANASONIC COMPUTER PERIPHERALS COMPANY,
UNIT OF MATSUSHITA ELECTRIC CORPORATION OF AMERICA, a Delaware corporation
which has its principal offices at Xxx Xxxxxxxxx Xxx, Xxxxxxxx, Xxx Xxxxxx
00000 ("PCPC"), and IMAGEWARE SOFTWARE, INC., a California corporation which
has its principal offices at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxxxxxx 00000 ("ImageWare").
WHEREAS, PCPC is engaged in the marketing and distribution of a series
of motion image printers; and
WHEREAS, PCPC desires to have developed a software program that will
take advantage of the capabilities of such motion image printers; and
WHEREAS, ImageWare represents that it has the expertise to develop such
a software program; and
WHEREAS, ImageWare represents that it owns certain object layering
technology useful in the development of such a software program; and
WHEREAS, ImageWare desires to develop such a software program for, and
license its object layering technology to, PCPC, upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein set forth, the parties hereby agree as follows:
1. DEFINITIONS
The following capitalized terms, when used in this Agreement, shall have the
meanings ascribed to them in this Section 1:
1.1 "Bundled Product" shall mean a Motion Printer combined with one copy of
the Product in object code form and shipped with the Motion Printer in the
same packaging.
1.2 "Intellectual Property" shall mean all intellectual property other
than the Technology owned by ImageWare prior to the Effective Date or
licensed to ImageWare by a third party, and used in the development of the
Product.
1.3 "Motion Printer" shall mean the Panasonic motion image printer described
in Exhibit A hereto.
[Confidential treatment requested for certain portions of this Exhibit]
1.4 "Motion Printer DLL" shall mean a certain dynamic link library to be
lent to ImageWare by PCPC pursuant hereto.
1.5 "Product" shall mean the software program to be developed by ImageWare
pursuant to this Agreement in accordance with the Specifications,
together with user manuals, other documentation and any other ancillary
materials to be developed by ImageWare pursuant hereto.
1.6 "Specifications" shall mean the specifications for the Product set forth
in Exhibit B hereto, together with any additional specifications or
modifications to the specifications set forth in Exhibit B that may be
agreed to in writing by the parties during the term of this Agreement.
1.7 "Technology" shall mean the object layering technology described and
claimed in U.S. Patent No. 5,577,179.
1.8 Other capitalized terms shall have the meanings ascribed to them in the
body of this Agreement.
2. TERM AND TERMINATION
2.1 This Agreement shall have an Initial Term of three years, commencing
with the Effective Date. Each contract year shall commence with the
Effective date or the anniversary thereof. Provided that PCPC provides
written notice to ImageWare at least 60 days before the expiration of
the Initial Term of its desire to renew the Agreement, ImageWare shall
negotiate in good faith with PCPC the terms for renewal of the Agreement
for periods beyond the Initial Term. As long as such negotiations
continue, the Agreement shall remain in effect upon the terms applicable
to the third contract year, notwithstanding the expiration of the
Initial Term.
2.2 PCPC may, at its sole option and election, TERMINATE this Agreement
effective AS OF THE END OF ANY CONTRACT YEAR upon written notice to
ImageWare, provided that PCPC shall have tendered to ImageWare the
minimum Per-Copy Fee FOR THE SUBSEQUENT CONTRACT YEAR.
2.3 Either party may terminate this Agreement immediately upon written
notice and without further obligation in the event of a material breach
of this Agreement by the other party, which breach is not cured within
30 days after the nonbreaching party shall have given written notice of
such breach.
3. DEVELOPMENT.
3.1 ImageWare shall undertake and complete development of the Product in
accordance with the Specifications set forth in Exhibit B hereto, as
well as any other applicable Specifications.
3.2 PCPC shall lend to ImageWare all hardware reasonably required for
testing the Product, including at minimum a printer, scanner and video
capture card. ImageWare shall maintain
such hardware in the same condition in which it was furnished, normal wear
and tear excepted, and shall return such hardware to PCPC upon Acceptance
of the Product by PCPC, unless otherwise agreed upon by the parties based
upon the need to have ImageWare perform additional support and testing of
the Product. ImageWare shall maintain all-risk insurance insuring such
hardware for its replacement value. PCPC shall retain all right, title and
interest in such hardware, and ImageWare shall not encumber such hardware
in any way nor make it available to any third party except for approved
subcontractors.
3.3 ImageWare shall use all commercially reasonable efforts to complete the
development of the Product within 60 days of the Effective Date. PCPC shall
provide such support and assistance as may be reasonably required by
ImageWare. Upon completion of the development of the Product, ImageWare
shall deliver the Product to PCPC. In the event that ImageWare fails to
develop and deliver the Product within such 60-day period, provided that
PCPC has fulfilled all of its obligations hereunder, (a) the Development
Fee, as defined below, shall be reduced by the amount of $5,000.00, up to a
maximum of $40,000; (b) the Annual Fee, as defined below, shall be reduced
by the amount of $1,250.00, up to a maximum of $10,000.00; and (c) the
Per-Copy Fee, as defined below, shall be reduced by the amount of $1.00, up
to a maximum of $7.50, for each week after the expiration of such 60-day
period during which the Product has not been delivered. In the event that
the Product has not been developed and delivered within 150 days of the
Effective Date, PCPC may, at its sole option and election, terminate this
Agreement without further obligation, in which case, ImageWare shall refund
all monies paid by PCPC.
3.4 Upon ImageWare's delivery of the Product to PCPC, PCPC shall have a period
of 30 days (the "Acceptance Period") to test the Product for conformity to
the Specifications. In the event that the Product operates in conformity
with the Specifications during the Acceptance Period, PCPC shall notify
ImageWare in writing that Acceptance has occurred. In the event that the
Product does not operate in conformity with the Specifications, PCPC shall
so notify ImageWare in writing setting forth with reasonable specificity
the nature of such nonconformity. In such event, ImageWare shall correct
the nonconformity within 30 days of receipt of such notice, and shall
deliver the corrected Product to PCPC, and the Acceptance Period shall
recommence. In the event that the Product still fails to operate in
conformity with the Specifications after the second Acceptance Period has
run, PCPC may, at its sole option and election, (a) afford ImageWare
additional opportunities to correct the nonconformity, to be followed by
additional Acceptance Periods, subject to the procedure set forth in this
paragraph, or (b) terminate this Agreement without further obligation, in
which case, ImageWare shall refund all monies paid by PCPC.
4. OWNERSHIP OF INTELLECTUAL PROPERTY.
4.1 Except for such rights as are expressly granted to PCPC in this Agreement,
ImageWare shall retain all right, title and interest in the Technology and
the Intellectual Property, including such elements and portions of the
Technology or the Intellectual Property as may be incorporated into the
Product, and this Agreement conveys no other right, title or interest in
the Technology or the Intellectual Property.
4.2 PCPC shall provide to ImageWare hereunder the Motion Printer DLL for use in
the development of, and for inclusion in, the Product. ImageWare agrees to
treat the Motion Printer DLL as confidential in accordance with the
provisions of Section 11 hereof; (b) to use the Motion Printer DLL only for
the purposes set forth in this Agreement; and (c) not to reverse engineer,
reverse compile or disassemble the Motion Printer DLL. Upon the expiration
or termination of this Agreement, ImageWare shall return to PCPC or destroy
all copies of the Motion Printer DLL then in its possession, including
without limitation copies stored on computers and magnetic or optical
media. Except for such rights as are expressly granted to ImageWare in this
Agreement, PCPC or its licensor shall retain all right, title and interest
in and to the Motion Printer DLL, and this Agreement conveys no other
right, title or interest in the Motion Printer DLL.
4.3 The parties expressly recognize that additional intellectual or other
property rights may be created in the performance of this Agreement. The
parties expressly agree that all right, title and interest (including
patent rights, copyrights, trade secret rights and any other rights
throughout the world) in and to the Product and in and to any object code,
source code, inventions, works of authorship, mask works, derivative or
collective works and any ideas or information created, conceived or reduced
to practice by ImageWare or PCPC relating to the Product in the course of
performance of this Agreement (the "Work Product") shall belong to PCPC.
The Work Product shall be deemed work made for hire pursuant to the
copyright laws of the United States.
4.4 To the extent that PCPC does not obtain all right, title and interest in
the Work Product pursuant to the foregoing paragraph, ImageWare agrees to
assign, or cause its employees, agents and contractors to assign all such
Work Product to PCPC and to execute all documents and perform all acts, or
cause its employees, agents and contractors to execute all documents and
perform all acts require to effectuate such assignment. ImageWare shall
cooperate with PCPC to patent, copyright or otherwise protect the Work
Product in the United States and elsewhere. PCPC shall bear the costs of
applying for, prosecuting, securing and maintaining such protection. PCPC
shall have the exclusive right to enforce and defend the intellectual
property rights in the Work Product.
4.5 All applicable PCPC and ImageWare patent and copyright notices relating to
the Product will be incorporated as part of the Product and displayed
prominently when the application is initially started by a user.
5. LICENSE OF THE TECHNOLOGY
5.1 ImageWare acknowledges that PCPC intends to engage in the following
activities with respect to the Product:
(a) combine copies of the Product, in object code form, with Motion
Printers to create Bundled Products;
(b) distribute Bundled Products to distributors, other resellers and end
users;
(c) distribute the Product, in object code form only, to distributors and
resellers and permit such distributors and resellers to reproduce
copies of the Product and combine such copies with Motion Printers
supplied by PCPC for resale to resellers and end users;
(d) distribute the Product, in object code form only, to end users and
permit such end users to reproduce copies of the Product for use with
Motion Printers purchased from PCPC;
(e) use the Product for demonstration and internal business purposes and
to support, maintain, modify, enhance, upgrade and update the Product;
(f) reproduce copies of the Product to make possible or facilitate any of
the activities described in this paragraph;
(g) sublicense to affiliates of PCPC, any or all of the rights granted in
this Section, provided that such affiliates shall agree to be bound by
the terms of this Agreement.
5.2 ImageWare hereby grants to PCPC an exclusive license in the United States,
its territories and Canada to use the Technology to the extent necessary
for PCPC or its distributors, resellers, end users and sublicensees to
perform any of the activities described in the preceding paragraph.
ImageWare further agrees that it shall extend the foregoing license,
without additional charge, to a list of additional territories
substantially identical to the list of territories set forth in Exhibit C
hereto, as soon as ImageWare shall have reasonably determined the
appropriate territorial scope of its intellectual property protection for
the Technology, but in no event more than 90 days from the latest date of
execution of this Agreement unless the parties shall have agreed in writing
to a later date. In the event that ImageWare has not provided written
confirmation of the extension of such license within such 90-day period,
such license shall be deemed to have been extended to the territories set
forth in Exhibit C as of the date of expiration of such 90-day period.
ImageWare further agrees that it shall not during the term of this
Agreement make the Technology available to any third party for use in
connection with products competitive with the Product. ImageWare further
grants to PCPC a nonexclusive license everywhere in the world to use the
Intellectual Property to the extent necessary for PCPC or its distributors,
resellers, end users and sublicensees to perform any of the activities
described in the preceding paragraph.
6. PAYMENT AND PAYMENT SCHEDULE.
6.1 PCPC shall pay ImageWare for the development and other services
performed hereunder and for the rights granted by ImageWare hereunder, as
follows:
(a) A Development Fee of [Confidential Treatment requested by ImageWare
Systems, Inc.], payable in three installments, as follows:
As of the Effective Date: [Confidential Treatment requested
by ImageWare Systems, Inc.]
30 days after the Effective Date: [Confidential Treatment requested
by ImageWare Systems, Inc.]
30 days after Acceptance [Confidential Treatment requested
by ImageWare Systems, Inc.]
(b) An Exclusivity Fee of [Confidential Treatment requested by ImageWare
Systems, Inc.] per year, payable at the commencement of each contract
year; the initial Exclusivity Fee payment shall be due upon Acceptance
of the Product by PCPC.
(c) A fee of [Confidential Treatment requested by ImageWare Systems, Inc.]
Per-Copy Fee for each copy of the Product distributed by PCPC or
reproduced by PCPC's distributors, resellers, end users or
sublicensees with PCPC's permission. This Per-Copy Fee shall be
subject to a minimum payment for each contract year, as follows:
Contract year 1: [Confidential Treatment requested
by ImageWare Systems, Inc.]
Contract year 2: [Confidential Treatment requested
by ImageWare Systems, Inc.]
Contract year 3: [Confidential Treatment requested
by ImageWare Systems, Inc.]
PCPC shall remit the accrued Per-Copy Fees at the end of each
contract-year quarter. At the conclusion of each contract year, PCPC
shall remit any remaining difference between the Per-Copy Fees
remitted during such contract year and the minimum payment for such
contract year.
(d) Travel and living expenses of ImageWare's employees incurred in the
performance of ImageWare's obligations under this Agreement. Such
expenses shall be subject to PCPC's prior approval, and shall conform
to PCPC's internal travel and living expense policies.
7. SUPPORT.
During the first contract year, ImageWare shall provide up to 100 hours of
programming and support services as requested in writing from time to time by
PCPC. Upon any such request from PCPC, ImageWare shall promptly furnish PCPC
with a written statement of the timetable for providing such services. Services
in excess of 100 hours shall be billable at the rate of $110.00 per hour, except
as otherwise agreed in writing by the parties. Any portion of the 100 hours not
used during the first contract year will not be carried over to subsequent
contract year.
8. WARRANTIES AND REPRESENTATIONS
8.1 ImageWare warrants for a period of ninety (90) days following the first
shipment of the Product to an end user that the Product will substantially
conform to the Specifications. ImageWare will correct at its own expense
any nonconformity that occurs during such ninety (90)-day period.
8.2 ImageWare warrants that the services performed hereunder will be performed
in a professional and workmanlike manner in accordance with the highest
industry standards.
8.3 Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement do not require the
authorization or approval of any third party and do not violate any
contract or other obligation of such party and that such party knows of
no circumstances existing as of the Effective Date or the date on which
it executes this Agreement that would prevent its performance of this
Agreement.
9. INDEMNIFICATION
9.1 Except to the extent set forth to the contrary in this Section 9,
ImageWare agrees to indemnify and hold PCPC harmless against all claims
that the Technology, the Intellectual Property and/or the Product
infringes any patent, copyright, trade secret, mask work or any other
property rights of third parties. ImageWare hereby represents that it
has no knowledge of any such claim of infringement. ImageWare shall
assume the defense of any suit, action, proceeding or objection based on
any such claim of infringement brought against PCPC specifically
relating to the Technology, the Intellectual Property and/or the
Product, by counsel retained at ImageWare's own expense, and shall pay
any damages assessed against or otherwise payable by PCPC in any such
suit as a result of the final disposition of any such claim, suit,
action, proceeding or objection, provided PCPC, upon receiving notice
thereof, promptly notifies ImageWare of such claim or of the
commencement of any such suit, action, proceeding or objection, or
threats thereof, and ImageWare is afforded the opportunity, in its sole
and absolute discretion, to determine the manner in which such claim,
suit, action, proceeding or objection shall be handled or otherwise
disposed of. PCPC shall give ImageWare the cooperation ImageWare
requires, at ImageWare's sole cost and expense for all reasonable and
direct costs and expenses incurred by PCPC, except for salaries of the
employees of PCPC and fees and expenses of any counsel retained by PCPC
in the defense of any such claim, suit, action, proceeding or objection.
9.2 Notwithstanding the foregoing, PCPC may be represented in any such suit
by its own counsel at its own cost and expense; provided, however, that
PCPC shall not consent to any judgment or decree in any such suit or pay
or agree to pay any sum of money or agree to do any other act in
compromise of any such claim of a third party without first obtaining
ImageWare's consent thereto in writing.
9.3 In the event that the use or sale of the Technology, the Intellectual
Property and/or the Product, or any part thereof, is preliminarily or
permanently enjoined by reason of infringement of any third party
patent, copyright, trade secret, mask work or other property right,
ImageWare shall, at ImageWare's sole cost and expense, take any one of
the following actions in ImageWare's sole and absolute discretion: (a)
procure for PCPC the right to continue the use and/or sale of the
Technology, the Intellectual Property and/or the Product; or (b) modify
the Technology, the Intellectual Property and/or the Product so it
becomes non-infringing; or (c) authorize PCPC to return the enjoined
Technology, the Intellectual Property and/or the Product theretofore
paid for by PCPC and agree to refund to PCPC the full price paid by PCPC
hereunder and any reasonable and necessary direct transportation costs
associated with such return.
9.4 Notwithstanding any other provision of this Agreement, the provisions of
this Section 9 shall not apply to any designs, specifications or
modifications originating with PCPC, whether or not accepted by
ImageWare, or performed by PCPC without ImageWare's written approval, or
to the combination of the Technology, the Intellectual Property and/or
the Product with other products not supplied by ImageWare; but, rather,
PCPC shall indemnify and hold ImageWare harmless and defend ImageWare
against all claims that the same infringe any patent, copyright, trade
secret, mask work or other property rights of third parties in
accordance with the terms and provisions of this Section 9.
9.5 ImageWare's and PCPC's obligations set forth in this Section 9 shall
survive the expiration or termination of this Agreement.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFIT, OR
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
11. NONDISCLOSURE
11.1 Each party agrees to keep, and to cause it employees, agents and
contractors to keep, any information that is disclosed to it hereunder
by the other party, and which is designated in writing as confidential
or which is or should in good faith be known by the other party to be
confidential ("Confidential Information"), confidential, and to use such
information only for the purposes described herein. The parties further
agree that both the Motion Printer DLL and all information developed by
ImageWare for PCPC hereunder (including without limitation the Work
Product, but excluding the Technology and the Intellectual Property)
shall be deemed to be the Confidential Information of PCPC without the
requirement of a written designation. Each party shall take, and shall
cause its employees, agents and contractors to take, all reasonable
steps necessary to safeguard the confidentiality of such information
from and against disclosures thereof. Neither party shall make, nor
permit anyone to make, any copies of such information without the other
party's prior written consent, and the other party shall return, and
shall cause its employees to return, all copies of such information in
its possession to the other party upon request therefor or upon any
termination or cancellation of this Agreement. Nothing contained in this
Agreement shall be construed as granting or conferring any rights on
either party, by license or otherwise, with respect to any of such
information. Each party's obligations under this paragraph shall survive
indefinitely the termination of this Agreement or until such information
is made public other than through the acts of either party.
11.2 The obligations of this Section 11 shall not apply to information that
either party can demonstrate (a) is or has become readily available
without restriction through no fault of that party or its employees or
agents; (b) is received without restriction from a third party lawfully
in possession of such information and lawfully empowered to disclose
such information, (c) was rightfully in the possession of either party
without restriction prior to its disclosure by the other party; or (d)
was independently developed by employees or consultants of either party
without access to Confidential Information of the other party.
12. INDEPENDENT CONTRACTOR
The parties are, and shall at all times during the term of this Agreement be
deemed to be, independent contractors, and nothing in this Agreement shall in
any way be deemed or construed to constitute either party as an agent or
employee of the other, nor shall either party have the right or authority to
act for, incur, assume or create any obligation, responsibility or liability,
express or implied, in the name of, or on behalf of, the other party, or to
bind the other party in any manner whatsoever. The employees of one party
shall be deemed to be the agents, servants and employees of that party only,
and the other party shall incur no obligations or liabilities of any kind,
nature or sort, express or implied, by virtue of, or with respect to, the
conduct of such employees.
13. ASSIGNMENT; MODIFICATION
13.1 Neither this Agreement, nor any of the rights or interests of either
party hereunder, may be assigned, transferred or, by operation of law or
otherwise, except upon the express prior written consent of the other
party.
13.2 None of the terms of this Agreement can be waived or modified, except in
writing signed by both parties. The failure of either party hereto to
enforce, or the delay by either party in enforcing, any of its rights
under this Agreement shall not be deemed a continuing waiver or a
modification thereof and either party may, within the time provided by
applicable law, commence appropriate legal proceedings to enforce any or
all such rights.
14. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding, and hereby supersedes any
and all prior agreements, oral or written, heretofore made, between the
parties with respect to the subject matter of this Agreement, and there are
no representations, warranties, covenants, agreements or understandings, oral
or otherwise, express or implied, affecting this Agreement not expressly set
forth herein.
15. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to its conflict-of-laws rules.
16. SEVERABILITY
Both parties agree that the provisions of this Agreement are severable and
should any of the provisions be finally held by a court of proper
jurisdiction to be invalid, the remainder of this Agreement shall be in full
force and effect.
17. DISPUTE RESOLUTION
In the event of a dispute hereunder, the parties agree to use reasonable
efforts to negotiate a resolution to such dispute for a period of 30 days, or
such longer period as the parties may agree upon. If no resolution is agreed
upon after 15 days of such negotiation, each party shall involve a senior
executive of such party in the negotiation for the remainder of the 30-day or
other agreed-upon period.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.
IMAGEWARE SOFTWARE, INC. PANASONIC COMPUTER PERIPHERALS
COMPANY, UNIT OF MATSUSHITA
ELECTRIC CORPORATION OF AMERICA
By: /s/ Xxx Xxxxxx By: /s/ X.X. Xxxxxx
------------------------------- -------------------------------
Name: Xxx Xxxxxx Name: X.X. Xxxxxx
----------------------------- -----------------------------
Title: President & CEO Title: VP & GM
---------------------------- ----------------------------
Date: Oct. 20, 1998 Date: 11-12-98
----------------------------- -----------------------------
ORIGINAL
SPECIFICATIONS FOR PANASONIC MIP PROGRAM.
This RFP is an adjunct to the current Swing Studio Program. Panasonic
believes the current Swing Studio application contains the basic tools
required for an MIP Studio System. The implementation of the GUI is/may not
suited best considering our target user. Several usability features need to
be improved. There are also other key features which need to be added. This
RFQ includes current Swing Studio functionality, and requirements for an
upgrade to that application.
APPLICATION SCOPE
It is our intent to eventually have three tiers of application scope. First
is to fully develop the Swing Studio type application. Secondly we will
create a distinct, idiot proof, path through the application. Third will be
to strip it down to deliver a kiosk based system.
STUDIO SYSTEM TARGET USER:
Little or no Computer Experience.
Learning curve should be several hours
SYSTEM REQUIREMENTS:
Windows 98 or Windows NT Operating System
Minimum RAM (TBD)
Pentium 266 MHz or better Higher
Possible Multiple VGA Display Support Under Windows 98 (Windows NT?)
Display 1 is operator, Display 2 is Audience / Attract Screen
Consider GUI resolution, Kiosk have support for "NTSC grade monitor? Graphics
development?
Highly Efficient Print Spooling / Buffer
"Smart" Multiple MIP Printer Support
Hide-able Tool Bar
Status Bar
Direct menu access any module screen
Floating Toolbars (if applicable)
Undo Function where applicable
Cursor change to "Busy" during any system processing
GUI DESIGN REQUIREMENTS:
GENERAL LOOK & FEEL
Two operation modes. Standard and step through card creation.
Kiosk mode may be developed independently.
Textured Background Graphics (user changeable for each module)
User selectable button Fonts & some System Colors
Bright colors, fun fonts,
3D Buttons, animated/not animated
Auto Hi-Lite Selections
"Mouse-Over" Action descriptions.
Audible response to user input (could be theme oriented)
Customizable scrolling marquee - subtle attract loop during work in progress
Basic application designed in 640x480. When running in 800x600 remainder of
desktop becomes attract loop area.
ORIGINAL
SPECIFIC USER INTERFACE REQUIREMENTS
Print UI displays slide based graphical representation of up to six frames
which will be output to the MIP.
Card Editor should also support less than six frames (Still frame modes for 2
or 3 images.
Support for these graphic functions required:
Ability to easily load pre-designed "Template" frames and backgrounds
Key, Layer & Overlay, Move to front & back of imported sprites
Moveable sprites, Path Based Animation
Copy & Paste a sprite from one frame to another (keep relative position &
display position coordinates in status bar)
maintain exact size & position from one frame to another
Output Preview Function
Basic Image Painting tools
Rotateable & Resizable Text & sprite insertion
Additional
Simple Image Morphing Engine (IE Power Goo)
Label print option (adhesive label on back of card)
Key Function
Easily paste a face, captured from the scanner or video, into a cutout card.
Luminance key is required, chroma key may be desirable in future.
Editing Functions
When a card is "saved" and closed, the user should be able to re-open the
card and have the ability to continue editing the objects on the card.
Sprites, pictures and text must remain individual objects. Only output
should be converted to bitmap.
STANDARD GUI SCREENS FOR OPERATOR MODE:
TEMPLATE SELECTION SCREEN
Similar to Swing Studio
Six to nine templates displayed
Selected Frame or background animates in left hand pane when selected.
NAME\DATE TEXT ENTRY SCREEN (DEPENDS ON EVENT OR ATTRACTION)
Text can be positioned in default location or moved by dragging. Cursor
nudging should be supported.
Random text insertion, right click to select applied frames.
Supports all available fonts on system including symbols
"Jiggle" text supported (nudging between frames, "Simpsons Effect")
Text for optional label printer would be entered here also.
VIDEO CAPTURE SCREEN
Video for Windows or WDM Driver model
Microsoft Direct Show Compliant or upgrade
Supports PCI, Parallel & USB camera technologies
Multiple video source selection.
Video Key Function
Input Selection (based on capture device)
Capture Frame Rate Selection
Step capture mode with audible cue (beep-beep-bong). Used for "X marks the
spot" staged motion
Manual Image Selection will show up to 30 thumbnails of
captured video.
Operator selects frames by highlighting them with the mouse
Access to all VFW video adjustment controls
Real time display of image in preview mode, access to adjustment of,
brightness. Contrast saturation,
SCANNING SCREEN
Preview\Pre-scan of 8.5x11" page. Click & Drag multiple image selections
(up to 4) of image.
Aspect ratio constraints may need to be applied for selection process.
Automated scanning tool to resizes "selections" to constrained dimensions of the
MIP Card Array of standard image scanning tools may include:
Crop, Resize, Selection, Free-Rotate, Color saturation, Brightness,
Contrast, Sharpen, Edge blur etc.
Support Current Xxxxx, and new proposed xxxxx I/F
Provide Scanner bin to hold recently imported images, which will be used to
create a card
Thumnails with displayed filenames
ADJUSTEMENT/EDITING SCREENS
For Video Capture
For Scanning Function
Position Adjustment for Foreground, Key Image, and Background
Image Enhancement Screen(s) TBD Image xxxx recommendations
SPECIAL IMAGE EFFECTS
Place where appropriate within the application
Composite, Blend, Tone, Find Contour, Color reduction, Smooth/Sharpen, Merge,
Morph, Brightness/Contrast, Gamma,
OUTPUT PREVIEW SCREEN
Supports Image Re-ordering
Multiple Copy Selection
Individual card "image" may be double clicked and edited with specified Windows
Image editing program.
MIP Card Print Preview will simulate Lenticular lens effect.
DATABASE SCREEN
Simple Flat File text Boolean searchable database
Application will retain card images & text information
Database fields to be determined
Card creation timer (start to finish) may required
Other statistical information may need to be added to dataset
Database should be prugable
Images from MIP Card could be sold to customer on
a floppy screen save, postcard, etc.
SYSTEM RELATED OPERATIONS
SYSTEM SETTINGS - OPERATOR SETUP SCREEN
Capture & Scanning setup
Video Board setup & Key color selection
Event Triggering setup
Multimedia selections
Background music (MIDI Files)
System Event Sounds Setup (Wav or Midi Files)
Module "Wallpaper" Background setup-preset or random changing
Printer Setup Selections
Restore System Default Settings
STANDARD WINDOWS HELP SYSTEM
Windows Balloon Help - Mouse-Over where applicable
Application Status Bar - Button Function or User action hint/recommendation
User can toggle on or off
Multimedia Training Tutorial Module
IMAGE ENHANCEMENT:
Edge Smoothing
Compositing
Luminance Key
Chroma Key
Adaptive Key (Image Xxxx Propriety)
GENERAL PURPOSE INTERFACE - INPUT OUTPUT CONTROL
Lighting During Capture (Relay closure for Kiosk)
Attraction Look GPI (Relay closure(s) for Kiosk)
VCR MCI Control (Studio System)
Camera Zoom (Studio System - Low Priority)
Coin acceptor mechanism input interface (Kiosk Only)
We expect ImageWare recommendation for GPI interface card selection.
OTHER EXTERNAL CONTROL
Modem Callout for Supply replenishment
Joystick support (for Kiosk, possibly Studio System also)
Other Kiosk input support (Kiosk Buttons could be GPI or L & R Mouse clicks??)
Support For label printer (for back of card or customer information, mailing
label, custom message, etc.)
Should support Seiko label printer or standard windows printer.
SCANNER CONTROL (STUDIO SYSTEM)
Xxxxx Compliant
Full page scan preview
Selection tool for auto save and auto resize of scanned image for MIP card
[LETTERHEAD]
PROPOSAL FOR PANASONIC COMPUTER PERIPHERAL COMPANY
SWING STUDIO MIP SOFTWARE APPLICATION
SCOPE OF WORK
As defined in following outline from X. Xxxxxxxxx. This proposal is for the
first and second phase of the "three tiers" of application scope. That is to
fully develop the Swing Studio application that contains the basic tools
required for a MIP Studio System and create a distinct, "idiot proof", path
through the application. The third phase for a kiosk based system will best be
finalized after the initial phases are completed and user feedback is
considered. Also there are a number of additional issues to consider such as
coin mechanisms, I/O control, etc. We believe that we will be very well
positioned to carry out this task, but it is our understanding that the manned
applications are of priority.
In order to quote the timeframe required, we must take exception to a few items
on the list. The following will not be part of the developed product, but could
be added a later time:
1. No Morphing capability
2. Limited Sprite support
3. Xxxxx scanning only
4. No modem call-out for supply replenishment
5. No kiosk or Studio System components
6. We require additional details to understand how a "MIP Card Print Preview
will simulate Lenticular lens effect" feature
7. Win 95 or NT version 4.0
[LETTERHEAD]
EXHIBIT C
IMAGEWARE SOFTWARE, INC.
Patent Number 5,577,179
Title: Image Editing System
Status:
Issued - United States
Pending - Japan
Application in Process: Western Europe
Canada
New Zealand
Australia
