Technology License Agreement
between
SAC Technologies, Inc.
0000 X. Xxxxxx Xxxx Xxxx., Xxxxx X
Xxx Xxxxx, XX 00000
(Referred to hereafter as SAC)
and
Sense Technologies, Inc.
----------------------
00000 X.X. 00xx Xxxxxx #0
----------------------
Xxxxxxx, Xxxxxxx 00000
----------------------
(Referred to hereafter as Licensee)
Effective date of this Agreement: _______________________________
Preamble
Whereas, SAC has originated and owns exclusive licensing rights to the
Technology described in Exhibit A of this agreement (referred to as Licensed
Technology hereafter), and whereas, SAC and Licensee desire that Licensee obtain
certain rights from SAC with respect to the Licensed Technology to the actual
benefit of SAC and Licensee, and whereas the Licensee is in the business of
producing and/or reselling a biometric product which will utilize the Licensed
Technology, and therefore, in consideration of the above promise, SAC and
Licensee agree to the following:
Agreement
1. License
a) SAC hereby grants to Licensee a nonexclusive license to reproduce,
distribute, export, sublicense, and upgrade the Licensed
Technology for use with the Licensee's manufactured or purchased
equipment. SAC hereby agrees that it shall not offer or contract
to offer an exclusive license for a time clock application to any
other parties during the term(s) of this agreement. The Licensed
Technology is specifically licensed for use in the Licensee's
manufactured or
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purchased equipment. It may not be sublicensed, sold, or otherwise
distributed separately. Each copy of the Licensed Technology is to
be used with a single matched serialized Chip Set provided by SAC
(i.e.; multiple copies of the technology will not be used with a
single Chip Set.)
b) The Licensee shall not authorize other parties to reproduce,
copy, or otherwise manufacture the Licensed Technology without the
written permission of SAC which will not be unreasonably withheld.
c) The Licensed Technology shall contain SAC's copyright message
imbedded in the code as well as - in systems with appropriate
display - visibly displayed when the Licensed Technology is
initially powered up. The Licensee will receive a serialized Chip
Set and Copyright Label from SAC for the license fee set forth in
Exhibit A for each copy of the Licensed Technology, produced or
otherwise duplicated. Further, the Licensee will place this
Copyright Label in a place that is clearly visible when the
Licensed Technology is installed.
d) All rights relating to the Licensed Technology, that are not
provided for specifically in this agreement, shall be retained by
SAC.
e) As a condition precedent to this agreement, SAC shall ensure
that all products and services sold to Licensee hereunder, shall
at all times during the term(s) of this agreement, qualitatively
and technologically meet the prevailing standards for such
products and services in the community of other businesses
marketing similar products throughout the U.S. and Canada.
2. Documents and Materials
a) SAC shall deliver the documents and materials listed in Exhibit
A to Licensee for the purpose of producing, manufacturing, or
modifying the Licensed Technology. This material shall be
delivered within 30 days following the execution of this
agreement, unless a different time is provided for, specifically
in Exhibit A.
b) The Licensee has the right to test the material, using
appropriate methods.
c) Licensee shall accept or reject the material provided by SAC
within thirty (30) working days of their receipt, and, if
rejected, shall provide the reason in writing to SAC within the
30-day period. If no written notice is received by SAC within the
30-day period, the material shall be deemed acceptable by
Licensee.
d) In the event of rejection, SAC shall have 30 days to provide a
reasonable remedy, acceptable to Licensee. If no reasonable remedy
can be provided within the 30- day period, this agreement shall be
void and all moneys paid to SAC shall be returned to Licensee
within an additional 15 days thereafter.
3. Title
a) Title and full ownership rights to the Licensed Technology
shall remain with SAC and/or its suppliers. The Licensed
Technology contains SAC's and/or its suppliers
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proprietary information and trade secrets, whether or not any
portion thereof is or may be copyrighted or patented.
4. Licensee Expenses
a) Costs and expenses incurred by the Licensee relating to
marketing, distribution, promotion, and advertising of the
Licensed Technology, or any other costs not agreed upon
specifically in writing, shall be the express responsibility of
the Licensee.
5. Payment
a) For the rights granted by this agreement, the Licensee agrees
to pay the amount provided for in Exhibit A to SAC. Due dates and
conditions are provided in Exhibit A.
b) Each and every copy of the Licensed Technology produced,
manufactured, or otherwise distributed by the Licensee shall have
thereon a Copyright Label and shall include a serialized Chip Set.
Orders will be delivered within 10 working days.
c) The Copyright Label must be legible and the label must be
identifiable as a legitimate SAC Copyright Label.
d) No moneys are refundable unless provided for specifically in
this agreement.
e) The amounts listed for initial licensing payments and payments
for royalties do not include any federal, state, local, or other
governmental taxes, or other tariffs which may be imposed now or
in the future on the sale, transportation, production, storage, or
export of the Licensed Technology. Any and all such taxes and
costs shall be paid by the Licensee; SAC, its agents and
distributors shall have no liability therefor.
6. Technology Maintenance
a) SAC agrees to repair errors or defects in the Licensed
Technology for the period of twelve (12) months after delivery of
each specific release of the licensed technology, unless otherwise
provided for in Exhibit A, according to the conditions listed
below.
b) The Licensee shall, promptly upon discovery, notify SAC in
writing of any errors or defects in the Licensed Technology that
it wants SAC to repair. The error must be consistently
demonstrable and repeatable behavior of the Licensed Technology
which does not meet the standard of the Licensed Technology.
c) Upon receiving a written error report from Licensee, SAC shall
have ten (10) working days in which to either acknowledge that the
error exists or to deny verification. In the event that the error
exists, SAC shall have thirty (30) working
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days in which to correct the error, and if such error cannot be
corrected, provided that such error is significant to OEM's use of
the technology, then OEM may elect to terminate this agreement.
7. Modifications by Licensee
a) Any upgrades, additions, adaptations, or modifications to the
Licensed Technology made by the Licensee will remain the sole
property and responsibility of the Licensee. The Licensee is not
obligated to disclose its modifications to SAC or any other party.
The Licensee shall have the right to obtain copyrights of its
upgrades and shall have the responsibility of defending them.
However, any modifications to the Licensed Technology shall not
imply any ownership rights to the Licensed Technology by Licensee
(see paragraph 3). Such modified Technology remains under the
license conditions agreed to in this contract.
b) The Licensee shall hold SAC blameless for any errors or defects
that arise from modification, upgrades, additions, adaptations, or
other changes made by the Licensee to the Licensed Technology. SAC
shall not be required to maintain or otherwise repair any
components other than those included in the original Licensed
Technology.
c) This Licensed Technology shall contain SAC's Copyright Notice
imbedded in the code and displayed in the source code. SAC's
Copyright Notice must be visibly displayed when the Technology is
initialized if a display device is available for such display, and
the Licensed Technology must have the Copyright Label attached as
described in Xxxxxxxxx 0x of this agreement.
8. Source Code
a) This agreement does not include license rights to the source
code. Further, the Licensee shall not disassemble, reverse
compile, or otherwise reverse engineer the software or firmware
portion of the Licensed Technology or cause or allow another party
to do so. In case Exhibit A includes delivery of source codes, all
rights and ownership of such delivered source codes remain with
SAC.
b) SAC and Licensee hereby agree that as partial consideration for
the instant agreement, SAC covenants and agrees that in the event
it files or is subject to voluntary or involuntary bankruptcy,
Licensee shall be accorded uninterrupted access to the source code
so as to allow Licensee to continue to enjoy its rights as
provided herein. To ensure such access, SAC shall deposit the
source code with a third party who will act as escrow agent, which
escrow agent shall be instructed to release the source code in the
event of bankruptcy without further notice.
c) SAC Technologies will include certain portions of Active-X and
DLL source code as determined appropriate by SAC.
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9. Marketing
a) Licensee may use SAC's copyrighted or trademarked names, logos
and other identification including the use of the name of SAC
Technologies, Inc., Bio-KeyTM, SACManTM, SACcatTM, SAC_RemoteTM,
etc. in any marketing collateral materials. Licensee will receive
within 30 working days of the execution of this licensing
agreement, a disk containing all SAC logos for use in licensee's
collateral materials. No modification of copyrighted or
trademarked logos, images or names may be made without written
approval by SAC.
b) Any awards, citations, or other recognition given SAC may be
used in licensee's marketing collateral materials, subject to
restrictions, and approved in writing by SAC.
d) SAC will provide to licensee, when applicable, leads or
inquiries relating to licensee's product.
e) SAC may provide marketing support in the form of co-op
advertising assistance, joint collateral material production,
trade shows representation, etc. subject to advertising resource
availability. Requests for marketing support from licensee shall
be in writing to the appropriate SAC representative.
10. Warranties
a) SAC warrants that it has no knowledge that any part of the
Licensed Technology infringes or otherwise makes use of any
copyrights, trademark, trade secret, or other proprietary right of
any party. In the event that a court of competent jurisdiction
rules that SAC has in fact infringed upon the copyright of a third
party, SAC shall be required to either obtain license from that
third party, or modify the Licensed Technology code so that it is
not infringing, but still functions as represented in this
agreement. In the event that SAC cannot obtain license or make the
necessary modifications to be non-infringing, the Licensee shall
be entitled to a full refund of all moneys paid to SAC for the
Licensed Technology and OEM may elect immediate termination of the
agreement.
11. Warranty Disclaimer
a) The Licensed Technology and any and all updates to the same are
licensed 'As Is' with the exception of the warranties specifically
provided herein. SAC does not claim and does not warrant that the
Licensed Technology will operate error free. With the exception of
the warranties provided herein, SAC disclaims all warranties,
either expressed or implied, regarding the Licensed Technology,
its merchantability or its fitness for any particular purpose. SAC
will not be liable for indirect, incidental, or consequential
damages resulting from the Licensee's or its customers' use of the
Licensed Technology or for any error or defect in the Licensed
Technology. In case of an adaptation of the Licensed Technology to
the
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hardware of the Licensee by SAC, the functionality of the Licensed
Technology is limited to the operation with the hardware as
provided by the Licensee.
12. Indemnity
a) The Licensee shall indemnify SAC and hold it harmless from any
and all liabilities, claims, costs, losses, and expenses
including, but not limited to, reasonable attorney's fees and cost
of suit incurred by SAC as a result of or arising from Licensee's
misuse, modification, or alteration of the Licensed Technology.
13. Confidentiality
a) SAC will not disclose any information, obtained from the
Licensee and marked as proprietary or confidential, which relates
to the Licensee's operations, future plans, or other information,
which is marked as proprietary or confidential, without prior
written approval of the Licensee.
b) The Licensee hereby acknowledges that the Licensed Technology
and the source code contain valuable and proprietary information
belonging to SAC. Licensee also acknowledges that disclosure of
this information would cause irreparable damage to SAC. The
Licensee agrees to use its best effort not to release, disclose,
or otherwise permit access to such confidential information, or to
use the information in such a way that other parties can gain
unauthorized access.
c) SAC and Licensee agree to clearly xxxx written materials as
'CONFIDENTIAL', if they are to be treated as confidential in
nature. Verbal communications that are confidential in nature,
will be identified as so before, during, or immediately after the
communication. Licensee will include all copyright, trade secret,
and proprietary notices on all of its permitted copies of the
Licensed Technology in the same manner as provided on the
materials comprising the Licensed materials received from SAC.
d) Licensee warrants that all those individuals, having access to
the Licensed Technology under this agreement will observe and
perform this non-disclosure covenant.
14. Books and Records, Audit.
a) For each year hereof, Licensee agrees to maintain, until seven
years after such year, compete books, records and accounts relevant to
computation and accounting for amounts payable. Licensee agrees to
allow a representative of SAC the right to audit and examine such
books, records and accounts during Licensee's normal business hours no
more than once per year upon reasonable notice to verify the accuracy
of the reports and payments made to SAC. If such examination leads to
a determination that Licensee has not paid all amount properly payable
under this Agreement, Licensee agrees to pay, in addition to any
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damages to which SAC might be entitled, the amount of shortfall
plus the costs incurred by SAC in respect to the audit.
15. Termination of Agreement
a) The term of the license will commence on the date of signed
acceptance by SAC and will continue for the period of time
specified in Exhibit A or until this agreement is terminated by
mutual agreement, for default, and/or as otherwise provided
herein. Unless written notice of termination is given by either
party 3 months before expiration, this agreement extends for a
term of one year and from year to year thereafter.
b) In case either SAC or Licensee becomes insolvent, this
agreement may be terminated by providing the other party 30 days
written notice.
c) In the event of termination all rights granted by this
agreement shall revert to SAC. In addition the Licensee shall
immediately pay any moneys due to SAC. Upon termination of the
license herein granted, the Licensee will deliver to SAC all
materials and documentation, furnished by SAC and pertaining to
the Licensed Technology, and will also warrant that all copies
thereof have been returned to SAC or destroyed, except for those
properly distributed by Licensee prior to the date of termination.
d) In the event of termination of this agreement, Licensee and SAC
shall remain obligated to this agreement for transactions that
have already been completed and to those parts of this agreement
relating to confidentiality of information.
16. Completeness
a) Licensee and SAC agree that this agreement with its exhibits
constitutes the complete agreement and understanding between the
parties. This agreement supersedes all prior agreements,
understandings, and negotiations whether written or verbal. This
agreement can only be modified by a written provision signed by
both parties.
17. Notices
a) Notices shall be sent by registered or certified mail to the
addresses specified in the first paragraph of this agreement or to
such other address as each party shall designate from time to
time.
18. Export Regulation
a) Licensee understands that export administration regulations may
prohibit the export of the Licensed Technology to certain countries
and agrees to conform to
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those regulations. The Licensee also agrees to use its best
efforts to cause its dealers, resellers, distributors, and other
customers to conform to these regulations. The Licensee shall
indemnify SAC against any loss related to Licensee's failure to
conform to these regulations.
19. Governing Law
a) This agreement shall be governed by and constructed in
accordance with the law of the State of Nevada.
20. Attorneys' Fees
a) In the event of any legal action or other proceeding that is
brought about to enforce this agreement, the prevailing or
successful party shall be entitled to recover attorneys' fees as
well as other costs incurred in that action or proceeding from the
unsuccessful party in addition to any compensation to which it may
be entitled as a result.
21. Disputes
a) Place of performance and legal venue is Xxxxx County, Nevada.
b) In the event that parts of this agreement become void or
impractical, the remainder of this agreement shall not be
affected.
c) Any disputes regarding this agreement shall be resolved by
binding arbitration, pursuant to the rules and procedures then
prevailing of the American Arbitration Association. Any resulting
award may be enforced by formal action of court or otherwise as
provided by law.
22. Signatures
SAC Technologies, Inc. Sense Technologies, Inc.
/s/ Xxxxx Xxxxx /s/ Dore Perler
------------------------ ---------------------------
Signature Signature
Xxxxx Xxxxx Dore Perler
------------------------ ---------------------------
Name (typed or printed) Name (typed or printed)
CEO President
------------------------ ---------------------------
Title Title
12/21/1998 12/21/1998
------------------------ ---------------------------
Date Date
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Exhibit-A
As used in this agreement, the term "Licensed Technology" shall be interpreted
to include all products and/or services described by the agreement and/or sold
by SAC to Licensee during the term(s) hereof. Such products and/or services
shall include, but are not limited to the following:
1.0 Product Specifications for SAC_RemoteTM OEM
SAC Technologies, Inc. will provide Manufacturing Tooling and design
documentation to the OEM for two embedded versions of SAC's access control
products which meets the following product specifications:
0.1 Xxxxxxx-X
-000 Xxx-000 xxx
-XXX-XXX Display Interface
-SAC Fingerprint Identification Reader Interface
-SAC Voice recognition Interface, voice-in, audio-out (can be used
for door entry Intercom system).
-SAC Facial Recognition Interface (requires SAC certified camera;
can be used for door entry surveillance and tele-conferencing with
optional VGA display, camera and software).
-DRAM/SIMM socket which supports up to 32 Meg.
-Keyboard Interface PC-101 type.
-3 X 4 Keypad Interface.
- Com-Ports / Quantity-2 / RS-232
o Comm-port-A can be configured as a Mag-Stripe
or Smart -Card
Reader Interface.
o Comm-port-B can be configured as an infra-red front
panel communications port for remote programming
( ie; security programming via a note-book computer
at a door entry).
-Parallel Printer Port
-Flash Disk for non-volatile program and data storage -Xxxxxxx
Interface ( 26 bit).
-I/O Control Interface ( 2 optically isolated inputs, 2 optically
isolated outputs for controlling door locks, lights, etc.). -OEM Panel
Interface ( 4 TTL inputs, 4 TTL outputs for custom OEM applications
such as controlling LEDS or sensing option switches, etc.).
-Windows CE OS environment.
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2.1 Version-B
Add:
-Ethernet Interface
-IDE Disk Drive Interface
-Floppy Disk Interface
2.2 Product Specification notes:
- SAC will provide an optics assembly which images a minimum of
.6" x .6" fingerprint area to address print positioning issues.
- SAC will embed new generation technology to address anti-spoof
and dry finger issues.
- SAC will provide Active-X control development tools which
provide for Visual Basic development environment support.
- Version-A is designed to fit in a standard double duplex outlet
box.
- Version-B is designed to fit on a 4" X 6" circuit card.
- Displays, Keypads, Card Readers, Power Supplies, Product
Enclosures, Packaging, Surveillance Cameras, Microphones,
Keyboards and Keypads are external to the core product and must
meet SAC provided guidelines for proper interfacing and
operation.
1.02 Licensee Applications:
This license agreement includes but is not limited to the following products.
Additional products developed by licensee to be covered by the terms of this
agreement must be approved in writing by SAC prior to production.
All BioClockTM custom applications as Licensee's main focus of business, and any
products including software and hardware created for the purposes of
facilitating Sense Technologies, Inc. as a going concern as a secondary market
focus consisting of all access control markets and applications including, but
not limited to, the control of access to buildings, apartments, offices and
other facilities (including consumer, commercial or industrial), appliances,
information resources, computers, computer networks and personnel identification
applications. The following shall be explicitly excluded from the definition of
Markets: credit card clearing, check verification, automated teller machines,
law enforcement, national identification systems, immigration control,
automobile access, medical patient identification systems; and personnel
identification systems for federal and state government applications. In the
event that SAC's defined markets for its products
10
are expanded beyond the above definition, the Market definition hereunder shall
be expanded accordingly for Licensee.
3.0 Pricing/Payment Terms:
Licensee projects monthly sales volume of 500-1,000 units of developed product
to be sold at per unit cost of $5,995. Licensee anticipates producing other
versions of product to be sold at lower price points, which, may or may not,
exceed projected sales volume of initial product.
In consideration of a one-year, renewable, technology manufacturing licensing
agreement, licensee agrees to a one-time licensing fee of $100,000 with a
minimum annual pre- purchase (non-refundable) requirement of 1,000.
Licensing fee: $100,000
On-going Royalty: $50/unit + SN-CHIP*
Minimum annual pre-purchase royalties required: 1,000
Total initial amount of license agreement: $150,000
License Deposit: $18,750.00 upon signing
$18,750.00 due within 30-
days of signing
Remaining balance: Three quarterly payments
Maintenance Fee: Waived for first year
*The SN-CHIP (Serialized Control Chip) provided by SAC will cost from $5 to $16
depending on the product.
When licensee exceeds minimum requirement of 1,000, additional royalty payments
will be due the following quarterly payment period.
Certain bundled software applications may be purchased separately as required at
the following rates:
Application Bundling Fee/per unit
----------- ---------------------
1. Workstation-Logon $15
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Network-Logon
Screen-Saver Lockout
2. Voice Verification $25
3. Facial Recognition $25
4. Teleconferencing $15
5. SACSecureTM $1 Password-Entry Level,
$10 Biometric Secure
Bundled software applications, royalty payments, maintenance fees, and other
fees will be reviewed and may be renegotiated on an annual basis.
3.1 Credit terms:
Quarterly invoice, Net 15. SAC reserves the right to cancel this
licensing agreement without notice should past due accounts exceed 90
days and add a penalty not to exceed 5% of the balance due.
4.0 SAC Deliverables:
4.1 All required schematics necessary to modify and support Product
Design as provided by SAC Technologies, Inc.
4.2 All required Firmware necessary to support Product Design as
provided by SAC Technologies, Inc.
4.3 All required Software and Development Tools other than 'core
technology' source code to modify and support Product Design as
provided by SAC Technologies, Inc.
4.4 (1,000) serialized Chip Sets and Copyright Labels.
4.5 Listing of available vendors for component parts.
4.6 SAC copyrighted/trademarked logos, images, names, etc. on disk for
marketing purposes.
4.7 All materials specified in section (1.0) are to be provided to OEM
within 30 days of signing.
5.0 License Term:
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The term of this license is for one (1) year and may be mutually
extended for periods of one year thereafter.
6.0 Counterparts:
This Exhibit may be executed in one or more counterparts, each of which
shall be deemed an original, but together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties agree hereto have executed this EXHIBIT-A as of
this 21 day of December, 1998.
For: SAC Technologies, Inc. For: Sense Technologies, Inc.
By:/s/ Xxxxx Xxxxx By: /s/ Dore Perler
------------------ --------------------
Xxxxx Xxxxx/CEO Dore Perler
13
Amendment to Technology License Agreement
between
SAC Technologies, Inc.
0000 X. Xxxxxx Xxxx Xxxx., Xxxxx X
Xxx Xxxxx, XX 00000
(Referred to hereafter as SAC)
and
Sense Technologies, Inc.
------------------------
00000 X.X. 00xx Xxxxxx #0
------------------------
Xxxxxxx, Xxxxxxx 00000
------------------------
(Referred to hereafter as Licensee)
Effective date of this Agreement: _______________________________
Preamble
Whereas, SAC and Licensee are parties to that certain Technology License
Agreement, and Addendum #1 thereto, dated December 21, 1998, and wish to amend
certain provisions therein
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other valuable consideration, the sufficiency of which the parties acknowledge,
SAC and Licensee agree to the following amendment(s), the same to be considered
part of and in place of the appropriate section(s) and subsection(s) in the
original Technology License Agreement:
Amendment
1. Subsection b) of Section 1 of the Technology License Agreement is
amended as follows:
b) The Licensee shall not authorize other parties to reproduce, copy,
or otherwise manufacture the Licensed Technology without the prior
permission of SAC, which will not be unreasonably withheld. A
written request for such authorization shall be submitted by
Licensee in the form attached hereto as Appendix I.
1
2. Section 15 of the Technology License Agreement is amended as follows:
a) The term of the license will commence on December 21, 1998, and
will continue for the period of time specified in Exhibit A, or
until this agreement is terminated by mutual agreement, for
default, and/or as otherwise provided herein. Except as otherwise
expressly provided herein, this agreement may not be unilaterally
terminated by either party.
b) Either party may terminate this agreement for a material
default by the other party which remains uncured for a period of
thirty (30) days after notice of default is given in writing.
Notwithstanding the foregoing, if the nature of the default is
such that it cannot be cured, or if the default relates to
Licensee's failure to make timely payments hereunder, termination
shall be effective immediately upon written notice of default.
c) To the extent permitted by law, this agreement may be terminated
by either party upon 30 days written notice in the event the other
party becomes insolvent.
d) In the event of termination all rights granted by this
agreement shall revert to SAC, and Licensee shall immediately pay
to SAC any amounts owed by Licensee hereunder as of the effective
date of termination. Upon termination of the license herein
granted, the Licensee will deliver to SAC all material and
documentation furnished by SAC and pertaining to the Licensed
Technology, and will also warrant that all copies thereof have
been returned to SAC or destroyed, except for those properly
distributed by Licensee prior to the date of termination.
e) In the event of termination of this agreement, Licensee and SAC
shall remain bound by the terms of this agreement with respect to
transactions that have been completed prior to termination. The
terms of this agreement relating to confidentiality of information
shall survive termination of this agreement.
3. Exhibit "A", Section 4.0 of the Technology License Agreement, is
amended as follows:
4.0 SAC Deliverables:
4.1 All available schematics necessary to modify and
support Product design as provided by SAC Technologies,
Inc.
4.2 All available Firmware necessary to support Product
Design as provided by SAC Technologies, Inc.
4.3 Except as otherwise noted in Section 4.4 below, the
parties acknowledge that all required Software and
Development Tools other than 'core technology' source
code to modify and support Product Design provided by
SAC Technologies, Inc., have been provided to Licensee
2
4.4 Remaining deliverables to be provided as follows:
a) One copy of Unlimited Database and related
documentation for development and testing purposes
(delivered).
1) SAC will modify its database search engine for
Sense use with 'Time Clock Applications' to
support an unlimited size database with a search
speed goal of 2,000 records a second on a Pentium
II 450Mhz based system (Oct-99)
b) Version 3.0 Active-X SDK for Visual Basic will
support the following properties:
1) Ability to store / retrieve print models in SAC
integrated database or user defined external
database.
2) Ability to use the internal simplified user
interface, for registration and lookup or user
defined custom interface. All routines to
register, lookup, and manage prints will be
exposed in either interface (all return parameters
which are used as part of the low level interface
for model build or lookup will be made available
in the Active-X high level interface, including
scan window size and positioning). Sense will
contribute input for the new user interface (with
on-going releases and a target goal of locking
down the new user interface by Nov-99).
3) A model quality feature, which provides
information on the quality of data in a print for
use in determining if a live scanned print has
enough information for subsequent registration and
lookup.
c) Software drivers compatible with sixth generation
reader for rotated image working with Version 3.0
Active-X SDK (Oct-99). Includes capability to work
with modified 5th generation product seamlessly.
d) Software drivers for facial verification for use
with sixth generation reader (Oct-99).
e) B.O.M., schematics, manufacturing tooling, manuals
for SACMAN fifth generation reader (Sep-99).
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f) B.O.M., schematics, manufacturing tooling, manuals
for SAC_Remote (Sep-99).
g) B.O.M., schematics, manufacturing tooling, manuals
for IDME reader (Oct-99).
h) B.O.M., schematics, manufacturing tooling, manuals
for SAC_Remote_OEM (Dec-99).
4. Exhibit "A", Section 5.0 of the Technology License Agreement, is
amended as follows:
Subject to termination as provided in the agreement, the initial term
of this license shall be four (4) years running from December 21, 1998.
Upon expiration, this license shall be automatically renewed on the
same terms and conditions for successive periods of one (1) year each
as long as Licensee's unit purchases during twelve-month period
immediately preceding the expiration exceed by at least twenty percent
(20%) Licensee's unit purchases during the twelve-month period ending
one year prior to the expiration.
5. In all other respects, the terms of the Technology License Agreement,
and Addendum #1 thereto, dated December 21, 1998, are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Technology License Agreement, this 4th day of September, 1999.
SAC Technologies, Inc. Sense Technologies, Inc.
/s/ Xxxxx Xxxxx /s/ Dore Perler
----------------------------- -----------------------------
Signature Signature
Xxxxx Xxxxx Dore Perler
----------------------------- -----------------------------
Name (typed or printed) Name (typed or printed)
CEO President
----------------------------- -----------------------------
Title Title
9/4/1999 9/4/1999
----------------------------- -----------------------------
Date Date
4
APPENDIX I
(Request for Authorization to Release Licensed Technology)
Pursuant to Section 1(b) of the Technology License Agreement dated
December 21, 1998, and the Amendment thereto dated _____________, Sense
Technologies, Inc., hereby requests authorization to release certain components
of the Licensed Technology described below to:
Company Name:_________________________________________________________________________________
Address:______________________________________________________________________________________
City and State:__________________________________________ Zip:_____________________________
Phone: (________)______________________________ FAX: (________)______________________
Email:___________________________________________ URL:_____________________________________
Description of Business:______________________________________________________________________
______________________________________________________________________________________________
Years in Business:_______________________________ No. of Employees:________________________
Business Form (Corp., LLC, Partnership, Sole Prop.):__________________________________________
Organized Under the Laws of___________________________________________________________________
Components of Licensed Technology to be Released:_____________________________________________
______________________________________________________________________________________________
Authorized Use:
Reproduction or copying (describe)____________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
Manufacture (describe)________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
SENSE TECHNOLOGIES, INC.
By:______________________________
Title:
Date:_____________________
