1
XXXXXX XXXX & ASSOCIATES, INC./
IQBIOMETRIX CALIFORNIA
MASTER SERVICE AGREEMENT
TERMS AND CONDITIONS
THIS MASTER SERVICE AGREEMENT is made and entered into this day of , 20
between IQBIOMETRIX, INC. JVWEB, a Delaware corporation, hereinafter referred to
as IQBIOMETRIX and XXXXXX XXXX & ASSOCIATES, INC., a Florida corporation,
hereinafter referred to as "XXXX, with headquarters located at P. X. Xxx 00000,
Xxxxxxx, Xxxxxxxxx 00000-0000. This Agreement sets forth the general terms and
conditions pursuant to which XXXX will provide services to IQBIOMETRIX. The
Agreement is the complete agreement of the parties and supercedes all prior
agreements, including the June 1, 2000 agreement.
1. Location. Services will be performed over the Internet unless otherwise
agreed to in subsequent Engagement Letter(s)/Proposal(s).
2. Rights of Title.
----------------
(a) All course manuals, programs, discs, tapes, listings and any other
material prepared solely under this Agreement by XXXX' employees shall
belong exclusively to XXXX.
XXXX and/or XXXX' employees shall maintain the right to hold in XXXX'x name all
copyrights, trademark registrations, patents or whatever protection XXXX may
deem appropriate to the course materials and related subject matter. The
approximate thirteen (13) hours of the cognitive interviewing training belongs
exclusively to XXXX.
(b) All software, programs, discs, tapes, listings, and other material
prepared by IQBIOMETRIX's employees shall belong exclusively to IQBIOMETRIX.
IQBIOMETRIX and/or IQBIOMETRIX's employees shall maintain the right to hold in
IQBIOMETRIX's name all copyrights, trademark registrations, patents or whatever
protection IQBIOMETRIX may deem appropriate to the software materials and
related subject matter. The approximate three (3) hours of training that relates
to IQBIOMETRIX products and training is generic and shall belong exclusively to
IQBIOMETRIX.
3. Exclusive. If IQBIOMETRIX elects to establish a Director of Training, XXXX is
to be given first consideration for this position, and grants full permission to
XXXX to use the FACES and IQBIOMETRIX names to market the project and names of
additional software developed by IQBIOMETRIX (all marketing materials must be
approved by IQBIOMETRIX.). XXXX is the exclusive entity for the training of the
IQBIOMETRIX cognitive interviewing course, which integrates the FACES products.
XXXX agrees not to engage or perform in any on-line training activity using
IQBIOMETRIX software with any third party not included in this agreement without
prior permission from IQBIOMETRIX.
4. Termination. Unless otherwise provided for in any subsequent Engagement
------------
Letter(s)/Proposal(s), either party may terminate this Agreement for any reason
upon thirty (30) days notice. Upon termination, IQBIOMETRIX shall pay XXXX'
final invoice for all amounts due under the terms of section 4 below. In the
event of termination of this Agreement for any reason, the obligations of the
parties under Sections 2 (Rights of Title), 8 (Mutual indemnification), 10
(Limitation of Liability), 11 (Confidential Information), 12 (Recruiting of
Personnel) and 15 (Mediation) shall survive termination.
5. Payment/Accounting. XXXX shall be paid as follows:
-------------------
(a) IQBIOMETRIX shall pay XXXX thirty-three percent (33%) of fees collected and
submit to XXXX a monthly accounting of user fees paid to IQBIOMETRIX by
E-Learning participants.
(b) Membership fees for association members shall be paid by IQBIOMETRIX to XXXX
at the rate of $15.00 per person per annual renewal.
(c) XXXX shall invoice IQBIOMETRIX on a monthly basis. Terms shall be net
30 days. All objections by IQBIOMETRIX to an invoice must be made in writing to
XXXX within fourteen days after the date of the invoice. If no objections are
received by XXXX within such fourteen-day period, the invoice shall be deemed
accepted by IQBIOMETRIX.
(d) If payment has not been received as set forth herein, XXXX
reserves the right, in addition to any other rights it may have, to (i) suspend
the services until such payment is made in full, (ii) charge interest on the
amount past due at the lesser of 1.5% per month or the maximum allowed by law
and (iii) invoice IQBIOMETRIX for all costs of collection including reasonable
attorney's fees.
(e) IQBIOMETRIX agrees for security and accounting purposes to provide
XXXX daily access to all training applications, including individual, agency and
groups under sponsorship.
6. Expenses/Additional Fees. Requests by IQBIOMETRIX for XXXX to perform
services outside the scope of E-learning training (i.e. individual
requests for preparing a composite) will require payment/reimbursement by
IQBIOMETRIX to XXXX including travel expense and fees.
(a) IQBIOMETRIX will be responsible for entry fee, trade show fees and any
other expenses required to participate in an event (IQBIOMETRIX has final
decision of which events are participated in and no event can be signed on for
without IQBIOMETRIX approval).
(b) IQBIOMETRIX will be responsible for shipping promotional/training
materials to and from events, training classes, etc. (any shipments to be
made by other parties other than IQBIOMETRIX must be pre-approved by
IQBIOMETRIX).
(c) All cell phone, business phone and fax phone expenses incurred by XXXX shall
be responsibility of XXXX, and these same expenses incurred by IQBIOMETRIX are
IQBIOMETRIX's responsibility.
(d) IQBIOMETRIX shall pay XXXX for any additional e-learning programs
developed by XXXX, programs such as Police Interrogation, Hostage Negotiations,
Sexual Assault and Narcotics Investigations. For these programs XXXX will be
compensated at the rate of: 50% of all fees collected, the remaining 50% to
IQBIOMETRIX, with IQBIOMETRIX being responsible for all marketing costs.
(e) XXXX shall be responsible for any additional costs for added
personnel, i.e., instructors, should XXXX determine necessary.
7. Taxes. IQBIOMETRIX shall be responsible for payment of all taxes
(excluding XXXX' own payroll and income taxes), if any, levied upon the services
provided under this Agreement.
8. Insurance. XXXX agrees to maintain as XXXX determines is necessary the
following insurance for its employees.
(a) Worker's compensation insurance covering all XXXX employees;
(b) Employer's liability insurance;
(c) Comprehensive automobile liability insurance for combined
bodily injury and property damage;
(d) Comprehensive general liability insurance for combined bodily
injury and property damage; and
(e) Professional liability insurance.
XXXX agrees to provide IQBIOMETRIX with relevant certificates of
insurance upon request, if required.
9. Independent Contractor Relationship. The parties understand and agree
that the personnelassigned by XXXX to IQBIOMETRIX under this Agreement are XXXX'
employees or agents. Under no circumstances are such personnel to be considered
IQBIOMETRIX employees or agents. XXXX shall perform its obligations under this
Agreement as an independent contractor and not as an agent or joint venture
partner of IQBIOMETRIX.
10. XXXX Principals.
Xxxxxx Xxxx is the President of XXXX, and is authorized to enter into all
obligations under this agreement.
Xxxx Xxxxx is the Operating Partner for XXXX and is fully authorized to
assume all the responsibilities under this agreement of Xxxxxx Xxxx in the event
he is unavailable or unable to perform same.
11. Mutual Indemnification. XXXX agrees to indemnify and hold harmless
IQBIOMETRIX for any injuries to persons or property caused by the negligent,
intentional or willful acts of XXXX' employees in connection with the
performance of services under this Agreement. IQBIOMETRIX agrees to indemnify
and hold harmless XXXX for any injuries to persons or property caused by the
negligent, intentional or willful acts of IQBIOMETRIX's employees in connection
with the performance of services under this Agreement.
12. Warranty. XXXX warrants that the services will be performed in a
workmanlike and professional manner by individuals who have skill and experience
commensurate with the requirements of the services. Other than those contained
in this section, XXXX makes no other representations or warranties with respect
to the services.
13. Limitation of Liability. IQBIOMETRIX understands and agrees that XXXX
will not be liable for any punitive, incidental, consequential or indirect
damages, and IQBIOMETRIX hereby waives any right to seek such damages against
XXXX. IQBIOMETRIX agrees that XXXX' liability for any damages arising out of
work performed pursuant to this Agreement or any subsequent Engagement Letter
shall not exceed those charges paid to XXXX by IQBIOMETRIX for that engagement.
14. Confidential Information. Each party agrees that during and after the term
of this Agreement it will keep secret and will not, without the prior written
consent of the other, use or disclose to any third party any confidential or
proprietary information relating to the business of the other party or that
party's customers learned by such party or disclosed to such party in connection
with this Agreement. The restrictions of this section 11 shall not apply to any
information which (i) is or becomes generally available to the public other than
as a result of a breach of this section 11 by the receiving party, (ii) was
available to the receiving party on a nonconfidential basis prior to its
disclosure under this Agreement or (iii) becomes available to the receiving
party on a nonconfidential basis from a third party which was not itself bound
by a confidentiality obligation and was free to disclose the information.
15. Recruiting of Personnel. The parties agree that they will not hire
from each other any employees involved in an engagement hereunder for a period
of one year following completion of the engagement.
16. Entire Agreement. This Agreement and the Engagement Letter(s)/
Proposal(s) referred to, as well as any written amendments, shall constitute the
entire agreement between the parties and supersedes all previous communications,
representations, understandings, concurrent or subsequent purchase orders, and
agreements, whether oral or written, between the parties or any officer or
representative of the parties. IQBIOMETRIX has not relied upon any
representations other than those set forth in this Agreement and the Engagement
Letter(s)/Proposal(s) referred to herein. In the event of a conflict in terms
between this Agreement and the terms of any Engagement Letter(s)/Proposal(s),
the terms of this Agreement control. Specifically, this Agreement supercedes
the Training Project Agreement executed on June 1, 2000.
17. Amendments. No amendments or other variation to this Agreement shall
be effective unless in writing and signed by an authorized person on behalf of
each party.
18. Mediation. In the event of a controversy or claim arising out of or
relating to this Agreement, or the breach of the same, the parties shall use
their best efforts to mediate and settle the same through consultation and
negotiation in good faith and a spirit of mutual cooperation.
19. Governing Law. The laws of the State of Wisconsin shall govern this
Agreement. Both parties consent to the jurisdiction of the courts in the State
of Wisconsin in the event of any litigation concerning this Agreement or the
services provided in connection with this Agreement. No action arising out of
this Agreement, regardless of the form, may be brought by either party more
than one year after the cause of action has accrued.
20. Severability. If any provision of this Agreement is determined to be
unenforceable or invalid, the remaining provisions of this Agreement shall
remain in full force and effect.
21. Force Majeure. XXXX and IQBIOMETRIX shall not be liable for any
failure to perform or delay in performance of its obligations under this
Agreement or any Engagement Letter(s)/Proposal(s), resulting from the elements,
acts of God or any other cause beyond the reasonable control of the party
failing to perform.
22. Notices. Any notices required under this Agreement shall be in writing.
Notices shall be delivered in person or sent by overnight courier or facsimile
addressed to the addresses in this Agreement. Notice shall be effective when
sent by overnight courier or facsimile or upon delivery if delivered in person.
FAX for XXXX: 0-000-000-0000 FAX FOR IQBIOMETRIX:
--------------------------
23. Training Programs/Correspondence. Training programs and correspondenc
e developed by XXXX will be integrated into On-Line Responses to student
questions and will be the sole responsibility of XXXX.
24. Training Certificates and Records. XXXX and IQBIOMETRIX shall be the
exclusive authorized parties to co-sign all training certificates. IQBIOMETRIX
shall be responsible for all administrative responsibilities including, but not
limited to, maintaining and serving as custodian of all student records.
For XXXXXX XXXX & ASSOCIATES, INC.
By
-------------------------------------------------
Name Xxxxxx Xxxx
-------------------------------------------------
Its President
-------------------------------------------------
For IQBIOMETRIX CALIFORNIA
By
------------------------------------------------
Name
------------------------------------------------
Its
------------------------------------------------
