EXHIBIT 10.8
Agreement with XXX Technologies
dated September 13, 1999 relating to facial recognition technology
MEMORANDUM OF AGREEMENT
THIS AGREEMENT, is made and entered into this 13th day of September 1999 by and
between ECSI International, Inc. (hereinafter referred to as "ECSI") having its
principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxx, X, Xxxxx 0, Xxxxxxx,
XX 00000-0000 and XXX Technologies a.k.a. VIISAGE (hereinafter referred to as
"XXX") having its principal place of business at 00 Xxxxxx Xxxx, Xxxxxxxxx, XX
00000.
WHEREAS, ECSI desires to represent and sell XXX Technologies Facial Recognition
software to various customers as agreed to between the parties from time to
time, and
WHEREAS, XXX desires ECSI to sell, assist, and promote XXX'x Facial Recognition
software, and
WHEREAS, XXX desires a long term relationship with ECSI, and
WHEREAS, XXX has existing and planned relationships with companies selling or
promoting its Facial Recognition software, and
WHEREAS, the parties and other companies may attempt to market and sell to the
same general customers,
The parties agree as follows:
XXX will sell its Portal, Recon and Hunter Facial Recognition software to ECSI
for inclusion in their products or systems on an OEM. XXX will quote providing
consulting engineering and training services on an as requested basis. XXX will
in its sole discretion bid its price and terms to ECSI for each custom
opportunity which ECSI request of XXX.
ECSI will present to XXX the opportunities it is interested to market. XXX will
monitor each opportunity to determine its inclusion in an exclusive or
non-exclusive list of projects (Appendix A), which will be an integral part of
this agreement. Appendix A will be updated for each new opportunity.
In order to assist XXX with its accounting, ECSI will identify each customer as
Government or non-Government. XXX will turn Non-Government sales over to
Viisage.
Within the year, ECSI & XXX will negotiate in good faith to enter into a
long-term nonexclusive OEM agreement to replace this MOA.
ECSI understands that the XXX'x Facial Recognition software is a technology in
its earliest form, is sold "as is" and is not warranted except as may be
expressly represented in each opportunity quoted by XXX to ECSI.
The term of this agreement shall be one year from the date of its execution and
automatically renewable from year-to-year unless terminated by mutual consent.
It is agreed that no license, expressed or implied, under any patents or
inventions of XXX is granted to ECSl by this agreement, or by any other
disclosure of information hereunder.
The parties shall be acting in all matters as independent contractors. Nothing
in this agreement shall be deemed, held or construed as creating a partnership
or joint enterprise for any purpose whatsoever.
This agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts.
By signing below ECSI and XXX have executed this agreement as of the date first
above written.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxx
----------------------------- ----------------------------------
Xxxxx X. Xxxxxx Xxxxxx Xxxxx
COO XXX Technologies COO ECSI International Inc.
Appendix A - List of exclusive and non-exclusive projects
Exclusive projects
1. Access Control System for NSA at Ft. Xxxxx
2. C. Mer (Old City in Jerusalem)
3. Pilot Embassy Security FRS (per proposal to Xxxx Xxxxxxx)
4. H Xxxxxx (Lithuania)
5. Xxxxxx Engineering (New Xxx Xxxxxx Airport Program)
Non-exclusive projects
1. US Embassies Security (a 3% commission will be pad by XXX to ECSI if sold via
other channels)
2. Israel
3. World Trade Center
4. South Korea
5. Colombia, South America
6. The Middle East
7. Russia (Hold)
