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EXHIBIT 10.11
AMENDMENT ONE
ASSET PURCHASE AGREEMENT
SCC/PRINTRAK
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AMENDMENT ONE
TO THE
ASSET PURCHASE AGREEMENT BETWEEN
PRINTRAK INTERNATIONAL INC. AND
SCC COMMUNICATIONS CORPORATION
This Amendment One, effective December 1, 1997, amends and modifies certain
terms and conditions of the Asset Purchase Agreement ("Agreement") dated July
18, 1997, between PRINTRAK INTERNATIONAL INC. ("Printrak") and SCC
COMMUNICATIONS CORPORATION ("SCC").
WHEREAS, Printrak and SCC have entered into the Agreement to consummate
Printrak's acquisition of the Computer Automated Dispatch ("CAD") and Records
Management System ("RMS") business unit of SCC; and
WHEREAS, pursuant to the Agreement, Printrak acquired certain rights to
sublicense and use the Graphic Geofile Management ("GGM") products and services
as stated in Exhibit D ("Mapping Services") of the Agreement; and
WHEREAS, the copyright and other intellectual property rights in and to the
GGM product are mutually owned by SCC and Signal Soft Corporation ("Signal
Soft"), and the right to license and sublicense same is also shared by such
parties; and
WHEREAS, both Parties to the Agreement wish to further define and clarify
the GGM product and service rights and obligations addressed within Exhibit D of
the Agreement.
NOW THEREFORE, in consideration of the mutual terms and conditions,
promises and covenants hereinafter set forth, Printrak and SCC agree as follows:
1. GGM SOFTWARE APPLICATION - LICENSE RIGHTS
In addition to the sublicense rights granted to Printrak in Exhibit D of the
Agreement, the Parties agree that object code and source code for the GGM
Software Application shall be provided to Printrak employees on a "need to know"
basis. Except for the limited rights granted to Printrak herein, nothing herein
shall be deemed to have conveyed any right, title or interest, including but not
limited to copyright, in or to the GGM Product or its related intellectual
property.
1.1 SOURCE CODE RIGHTS
Printrak shall be allowed to modify and enhance Source Code. Any Printrak
modifications, enhancements or improvements to the Source Code shall be made
available by Printrak to SCC and Signal Soft within a reasonable time after the
same is available. SCC and Signal Soft shall own such modifications, enhancement
and improvements and shall be permitted hereby to utilize same for their
respective business purposes, and Printrak shall have a non-exclusive,
perpetual, paid-up license to exploit same in accordance with the terms and
conditions of the Agreement as amended hereby. Updated Source Code for the GGM
products shall be shared by Printrak, SCC and Signal Soft for the purposes of
conducting each parties' respective independent business operations.
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AMENDMENT ONE
ASSET PURCHASE AGREEMENT
SCC/PRINTRAK
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Printrak is granted the right to provide Source Code in third party escrow
accounts to Printrak's CAD and RMS customers. Any such arrangement shall occur
with the guidance of a third party escrow agent who shall utilize a written
escrow agreement in connection therewith. All third party escrow agreements
shall mandate that: (i) the escrow agent shall not release the Source Code until
sufficient evidence has been demonstrated to said agent that Printrak is unable
to protect the interests of such customer related to the GGM product absent the
release of the GGM product Source Code; and (ii) the escrow agent is obligated
to release the Source Code only after providing SCC and Signal Soft with not
less than 30 days written notice of the agent's intent to release same; and
(iii) the costs related to said escrow agreement or the release of the Source
Code shall in no way be borne by SCC or Signal Soft. Any non-conforming escrow
agreement shall be void and shall result in the automatic revocation of any
sublicense granted to Printrak's CAD or RMS customers.
1.2 GGM APPLICATION LICENSES
The grant of license rights to Printrak from SCC provided in Exhibit D of the
Agreement is further clarified herein to include all code necessary to build
complete GGM, TMD and CAD workstation applications, inclusive but not limited to
the following SCC GGM Software Applications in the version level available as of
June 30, 1997:
* GGM System License
* GGM PC License
* GGM System Admin Kit
* GCi License
* Federation Transfer License
* GMi License
* Pin Mapping License
2. DOCUMENTATION
The initial release of each GGM product Source Code to Printrak for Printrak's
business usage shall include one electronic and one hard copy media of the
documentation materials for said GGM product. Thereafter, Printrak shall be
responsible for updating the documentation to reflect any Printrak
modifications, enhancements or improvements to functionality resulting from
Printrak's changes to the Source Code.
SCC and Signal Soft shall be responsible for updating the documentation to
reflect any SCC or Signal Soft modifications, enhancements or improvements to
functionality resulting from either parties' changes to the Source Code.
All such updated documentation shall be shared between Printrak, SCC and Signal
Soft in electronic and hard copy media format for the purposes of conducting
each parties' independent business operations.
3. SUPPORT AND IMPLEMENTATION SERVICES
Printrak is granted the right to conduct Support and Implementation Services of
the GGM products on an independent basis.
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AMENDMENT ONE
ASSET PURCHASE AGREEMENT
SCC/PRINTRAK
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SCC will not be obligated to offer Printrak the GGM services listed in Exhibit D
and referenced in subparagraph 7.11 of the Agreement. However, if SCC should
elect to do so, such services will be billed on a time and materials basis using
the same rates stated in paragraph 4 herein regarding Printrak's services. SCC
reserves its right to increase said rates by not more than ten percent (10%) per
year.
4. EXHIBIT D CLARIFICATION
SCC and Printrak agree that the subcontract services for GGM services listed in
Exhibit D of the Agreement may be conducted independently by Printrak, without
obligation to SCC. Further, the parties recognize that SCC may wish to obtain
GGM related services from Printrak for support of SCC customers. The parties
agree that the following labor rates shall apply for each parties' applicable
services provided to the other party, which rates shall apply in the event a
prior or subsequently fixed price agreement for specific services has not been
mutually agreed upon between the parties.
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LABOR TYPE HOURLY RATE
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Geofile Application Engineer $ 84.00
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Geofile Technician $ 58.00
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Mapping Application Engineer $ 89.00
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Mapping Software Engineer $100.00
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All other surviving terms and conditions in the Agreement which do not conflict
with this Amendment or its Exhibits, if any, shall be unmodified and shall
continue in full force and effect. Printrak and SCC accept and agree to the
terms and conditions of this Amendment One, as indicated by the signatures of
their respective, duly authorized representatives, as executed on the date shown
below.
PRINTRAK INTERNATIONAL INC. SCC COMMUNICATIONS CORP.
/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
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(Signature) (Signature)
Xxxx Xxxxx / GM Boulder Xxxxxx Xxxxxxxxx / CEO
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(Printed Name/Title) (Printed Name/Title)
12/3/97 11/26/97
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(Date) (Date)
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