Memorandum of Understanding

Eclipse Identity Recognition Corporation

Memorandum of Understanding

With

Lightwave SensorTech LLC

March 6, 2012 – FINAL VERSION

EclipseIR

Memorandum of Understanding

Page 2 of 5

Lightwave SensorTech LLC

Memorandum of Understanding

This Memorandum of Understanding (MOU) is effective as of March 6, 2012 between Eclipse Identity

Recognition Corporation_(“EIRC”), and Lightwave SensorTech LLC (“LWT”), are also collectively

referred to herein as “the Parties” or “the Companies”.

EIRC  and  LWT  as  parties  or  companies  have  outlined  their  understandings  in  what  their  business

partnership relationship will entail:

X. XXX and EIRC have come together to collaborate on the development of a unique proprietary

biometric ear recognition technology. The concept and principal of this technology was devised by

XXX, however LWT and EIRC agree to the following collaborations:

1.   Participate in a joint development of a proposal for government funding (National Institute of

Standards and Technology (NIST) - Strategy for Trusted Identities in Cyberspace Pilot Grant

Program (Funding Opportunity Number: 2012-NIST-NSTIC-01) required for development

and evaluation of this technology; and

2.   Collaborate efforts on a parallel development of industrial and commercial applications of

this technology, including evaluating and determining other funding opportunities required

for the development and commercialization of the technology. Such funding opportunities

may include government and/or non-government entities.

B. LWT shall lead the development of the proposal to NIST, and will be the prime contractor if the

proposal is accepted by NIST with EIRC being a party to this proposal.

C. LWT shall be responsible for providing the hardware and imaging and developing some intellectual

property (IP) based on the biometric ear recognition technology for this proposal.

D. EIRC shall provide expertise with software related to image processing and image analysis on its

EIRC  facial  recognition  technologies,  including  contributing  to  the  development  of  intellectual

property based on the biometric ear recognition technology of this proposal.

X. A university may be asked to join as a third party in this proposal. In the event a university joins, the

university shall be the basis for a research facility for mathematical models and advance image

processing for this proposal.

F.   The university(s) or any other subcontract entity (its staff, its employees, or any of its affiliates) shall

have no share, claim, interest, ownership, or right to any of LWT or EIRC’s respective intellectual

property whether existing, developed or future developments, including the intellectual property of

the biometric ear recognition technology related to this proposal.

___________________________________________________________________________________________________

* Eclipse Identity Recognition Corporation * 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX. 95032 United States *

* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *

* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx *

EclipseIR

Memorandum of Understanding

Page 3 of 5

Lightwave SensorTech LLC

G. Only upon receipt of funding (regardless of the funding source for the product development), LWT

and XXXX agree to collaborate equally on all stages, involved in engineering, marketing,

commercialization and deployment of this technology. Details including roles and responsibilities

shall be determined by the parties at a later time and contingent on the parties receiving the funds for

the proposal.

H. All Intellectual Property related to the biometric ear recognition technology developed during this

collaboration (including products based on the initial LWT concept and product which are variations

or extensions of the initial concept) shall be owned equally by LWT and EIRC only. Profits resulting

from acquisition and/or licensing of this technology shall be shared equally between LWT and EIRC

only.

I.    All Intellectual Property developed prior to initiation of this collaboration shall remain the property

of the respective party. Any improvements or extensions to each respective party’s own intellectual

property shall also remain the property of the respective company.

X. XXX and EIRC respectively continue to develop its own technology and engage in future product

developments that may or may not include this technology. Any improvements to LWT and EIRC’s

technology respectively related to this technology that are developed solely under each company’s

control and efforts shall remain the intellectual property of the respective company.

K. Formal agreements covering the operational specifics of this collaboration shall be developed by xxx

between LWT and EIRC immediately upon attaining government or non-government funding. The

terms of these agreements shall be in full compliance with terms outlined by this MOU.

L. Each party agrees to be responsible for all its own expenses towards the performance of this MOU

and any agreements thereafter signed between each of the parties.

M. Confidential  -  Proprietary  Information:  Non-Disclosure  agreements  have  been  signed  between

LWT and EIRC. All other third parties shall sign non-disclosure agreements prior to any disclosure

of confidential and proprietary information to them from either LWT or EIRC.

N. Relationship of the Parties: The relationship of each party by this MOU is that of independent

contractors and neither party has authority, apparent or otherwise, to contract for or on behalf of

either party, or in any other way legally binds either party in any fashion.

O. Assignments/Transfers: Neither party may assign or transfer this MOU or any of its rights under

this MOU or delegate any of its obligations under this MOU without the prior written consent of the

other party.

___________________________________________________________________________________________________

* Eclipse Identity Recognition Corporation * 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX. 95032 United States *

* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *

* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx *

EclipseIR

Memorandum of Understanding

Page 4 of 5

Lightwave SensorTech LLC

P.   Applicable  Law/Jurisdictions:  This  MOU  shall  be  interpreted  and  construed  according  to,  and

governed by, a mutually acceptable state agreed upon by the parties. The parties shall agree to

mediation to take place in a mutually acceptable state. If the parties are unable to reach a resolution

of  the  dispute  through  mediation,  then  the  dispute  shall  be  resolved  by  submitting  to  binding

arbitration under Rules of Procedure of the American Arbitration Association or any other

alternative dispute resolution organization that is mutually agreeable to both parties.

Q. Any changes, modifications, or amendments of this MOU shall only by the mutual agreement of the

parties. No changes, modifications, or amendments of this MOU shall be binding unless it is in

writing and signed by all parties.

X. Xxxxxxxx of MOU: Notwithstanding the foregoing, this MOU shall expire on May 15, 2012 unless

extended in writing by mutual agreement of the parties.

S.   The parties agree that this MOU is not the definitive agreement between the parties. The terms and

conditions  that  will  be  included  in  the  definitive  agreement  include,  but  are  not  limited  to:  (1)

Responsibilities for marketing, sales, warranty work and ongoing maintenance of the final product;

(2)  Right  to  license  the  developed  technology;  (3)  A  definitive  confidentiality  agreement;  (4)

Indemnifications; (5) Warranties; (6) Project management and a project plan; (7) Branding of final

product and developed technology; and (8) Control of litigation and costs relating to either to protect

developed technology or defend infringement claims.

(This Section Left Intentionally Blank)

___________________________________________________________________________________________________

* Eclipse Identity Recognition Corporation * 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX. 95032 United States *

* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *

* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx *