EXHIBIT 10.9
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement ("Agreement") is made and entered into this
25th day of July 2002 by and between BSI2000, Inc. ("BSI"), a Colorado
corporation with offices located at 00000 Xxxx Xxxxxx Xxxxxx, Xxxxx X000
Xxxxxxxx, Xxxxxxxx 00000 XXX and Titan Secure Solutions ("Titan") a division of
the Titan Corporation and a Delaware corporation with offices located at 0000
Xxxxxx Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 XXX.
Whereas, Titan provides secure information systems, system support, and products
on a global basis and has received a Letter of Intent from the Kingdom of Saudi
Arabia ("Kingdom") Ministry of Interior that regards a national ID card program
("the Project');
Whereas, Titan expects to soon receive formal notification that it has won the
contract for the Kingdom Project;
Whereas, BSI builds and markets custom and off-the-shelf identification and
transaction systems that use optical cards whereby an optical card drive,
controlling computer board, and/or display, and other components are integrated
into a single small (defined as less than one cubic meter) on-line/off-line
transaction device (hereinafter "TD");
Whereas, Titan wishes to employ the optical card products, both custom and
off-the-shelf, provided by BSI to satisfy the needs of the Kingdom Project and
BSI wishes to provide such products and services to Titan.
Therefore, in consideration of the mutual covenants hereinafter set forth, BSI
and Titan hereto agree as follows:
1. Strategic Alliance. The parties hereto agree to work together in good
faith, on a bilateral exclusive and best efforts basis, to satisfy the
requirements of the Kingdom Project with Titan responsible for all
negotiations with the Kingdom for the Project on behalf of the alliance.
2. Specific Exclusivity. The parties hereto agree that Titan, and only Titan,
will have the exclusive right to market and sell the products, including
TDs, of BSI, original, custom, or modified, into the Kingdom for the
Project. BSI agrees that it will not, during the term of this Agreement,
design, market, or sell, either solely or in partnership or cooperation
with any third-party, any optical card based products or services into the
Kingdom for the Project without the express written preauthorization of
Titan. Titan further agrees that it will not, during the term of this
Agreement, design, market, or sell, either solely or in partnership or
cooperation with any third-party, any products that perform essentially
similar functions as the TDs or that have similar integrated
characteristics as TDs without the express written preauthorization of BSI
provided that Titan and BSI enter into a mutually acceptable purchase
order for each of the specific products that Titan requires in its
fulfillment of its Project for the Kingdom of Saudi Arabia.
BSI/Titan Agreement - 020708 - Page 1 of 5
For purposes of this paragraph,. products that perform essentially similar
functions as the TDs sold by Titan into the Kingdom for the Project will
only be obtained from BSI.
3. Responsibilities of BSI. BSI agrees that it will use its best efforts to
design, manufacturer, and provide TDs and possibly other optical card
systems, in a timely manner, to Titan, according to specifications
provided by Titan, for resale by Titan into the Kingdom for the Project.
BSI further agrees that it will assist and support Titan to the best of
its abilities to further the goal of selling TDs into the Kingdom. BSI
further agrees that it will initially design and develop, at its own
expense, a version of the TD that is specific to the needs of the Kingdom
for the Project as specified by Titan and that two physical TD units, as
modified, will be installed and supported, and then permanently left in
the Kingdom by BSI at its own expense. BSI believes that approximately
60-90 days will be required for it to design, develop, and deliver the
special Arabic language units. BSI, however, reserves the right to refuse
any purchase order from Titan in which case Titan will be free to purchase
the specific requested optical card component elsewhere.
4. Responsibilities of Titan. Titan agrees that it will use its best efforts
to actively promote and sell TDs, either off-the-shelf or custom, to be
provided by BSI into the Kingdom for the Project. Furthermore, Titan
agrees that it will, to the best of its abilities, provide detailed
specifications and requirements to BSI that reflect the assessment of
Titan as to the wants and wishes of the Kingdom for the Project. Titan
further agrees that it will be responsible for all negotiations in the
Kingdom for the Project that involve TDs.
5. Pricing. BSI will provide pricing to Titan on an individual basis that
will depend on exact requirements and configurations of TDs as are
required by the final detailed specifications.
6. Manufacturing License in the Kingdom. The parties hereto understand and
agree that the possibility exists that Titan may be requested by the
Kingdom to establish a TD manufacturing facility in the Kingdom. BSI
agrees that it will, in that eventuality, negotiate in good faith to that
aim.
7. Ownership of Technology. The parties hereto agree that ownership of all
associated technology, already developed, will not change as a result of
this Agreement. The parties further agree that BSI will retain all rights
and ownership of all software and/or hardware technology and all patents
that it will develop that is contained within or used by the TDs and that
any software that is developed by Titan to access or interface to the TDs
shall remain the sole property of Titan.
BSI/Titan Agreement - 020708 - Page 2 of 5
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8. Term of Agreement. This Agreement shall become effective on the date
hereinabove first shown and the Agreement shall remain in force as long as
Titan has an active contract in place for the Project in the Kingdom or
until the Agreement is cancelled as allowed in paragraph 10 titled
Termination of Agreement.
9. Confidential Information. The parties hereto acknowledge that certain
business or technical information that may be disclosed by either party
hereto to the other represents valuable, proprietary,, and trade secret
information that is the property of the disclosing party. Such information
includes, but is not limited to, unpublished product specification and
related technical data such as drawings, data, source computer programs,
software, and other items; customer lists; marketing plans; the internal
organization, business relationship and other affairs of the disclosing
party; and other items (hereinafter "Proprietary Information'). The
parties hereto agree, that during the course of this Agreement, and at all
times thereafter, as specified herein, to keep all Proprietary Information
confidential that disclosing parties indicate, in writing, at the time of
disclosure to be proprietary and to not disclose Proprietary Information
to any third party, without the express written approval of the disclosing
party, other than to those employees or agents that must have access to
Proprietary Information in order to effectively perform the obligations
under the Agreement. The parties hereto each agree to take the same steps
that they each utilize to protect their own similar proprietary
information, but in any event not less than reasonable means, to protect
all Proprietary Information received hereunder. The obligations of the
parties hereto that receive Proprietary Information, as set forth above,
shall not apply to any disclosed information that appears in any printed
or recorded public publication or that ceases to be proprietary other than
by disclosure by any party hereto; or that can be shown, by documentary
evidence, to have been in the possession of a receiving party prior to
receipt hereunder; or that is available or becomes available, without
restriction to the receiving party, from a source independent of the
disclosing party, or that is agreed to be unrestricted by the disclosing
party in writing; or that is developed independently by the receiving
party; or that is required to be disclosed by the recipient party by a
government agency of law, so long as the recipient party provides the
disclosing party with written notice of the required disclosure promptly
upon receipt of notice of the required disclosure; or that is not received
by the receiving party, in tangible form and conspicuously marked
"proprietary", "confidential" or some such similar designation. The
obligations-of the receiving party with regard to Confidential Information
shall survive the termination or expiration of this Agreement for a period
of three (3) years.
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10. Termination of Agreement. This Agreement, other than as limited by the
above paragraph 9 titled Confidential Information, shall automatically
terminate upon the happening of any of the following events: (a) The other
party hereto ceases to actively carry on business; (b) The other party
hereto fails to remedy a default of any of the terms, covenants, or
conditions contained, in this Agreement within thirty (30) days after
being requested, in writing by the other party hereto, to do so; or (c).
The other party hereto is declared bankrupt by a court of law, goes into
liquidation, or has a trustee appointed for the benefit of creditors.
However, the parties hereto agree that this Agreement will survive any
corporate mergers, buyouts, or acquisitions in which the substantial
nature of the business has not changed. The parties hereto agree that BSI
has the right to terminate this Agreement if Titan is not awarded the
contract for the Project within sixty (60) days of the date first above
written or if no sales are realized by BSI during any twelve (12) month
period. In the event of termination of this Agreement, for any reason,
then each party shall return all materials to the other party hereto
within ten (10) days of such termination.
11. Official Notices. The parties hereto agree that all written notifications,
required by this Agreement, shall be made by Federal Express or similar
carriers to:
BSI2000, Inc. Titan Secure Systems
------------- --------------------
Name: Xxxx Xxxxxx Name: Xxxxx XxxXxxxxxxx
Title: President Title: Vice President
Address: 00000 X. Xxxxxx Xxxxxx Address: 0000 Xxxxxx Xxxxxxx Xx.
Xxxxx X000 Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxx 00000
12. Miscellaneous.
a. Patent Indemnification. BSI agrees that it will indemnify Titan
against any patent infringement actions that arise from the purchase
or use of TDs that are provided by BSI. Titan agrees that it will
notify BSI, in writing, of any such patent infringement allegations
within ten days of notification.
b. Press Releases. The parties hereto agree that no press releases that
discuss this Agreement, in whole or in part, will be released
without the express prior approval of the other party. The parties
further agree to identify the other party as an alliance member in
any such press release.
c. Enforceability. Should any provision of this Agreement be held by a
court of law to be illegal or unenforceable, then the legality,
validity, and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby.
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d. Waiver. The failure of any party hereto to enforce any of the terms
and conditions of this Agreement shall not constitute a waiver of
that party's right hereunder to enforce each and every term and
condition of this Agreement or upon reasonable notice to require
correction of a default previously waived.
e. Governing Laws. This Agreement shall be deemed to have been entered
into and shall be interpreted by the laws of the State of Colorado.
f. Headings. The headings used in this Agreement are for organizational
purposes only and are not to be used in the interpretation of this
Agreement.
g. Total Agreement. This Agreement sets forth the entire agreement of
the parties hereto with respect to its subject matter and supercedes
all prior agreements, commitments, or representations of any kind,
oral or written, and may be amended or modified, in writing, by
mutual consent of duly authorized representatives of all of the
parties hereto.
h. Conflict. In the event of a particular conflict between the terms of
this Agreement and the terms of the purchase order subsequently
entered into by the parties, the terms of the purchase order shall
control.
In witness whereof, the parties have executed this Strategic Alliance Agreement
in two originals as of the day and year first above written.
BSI2000, Inc. Titan Secure Systems
Signed: /s/ Xxxx Xxxxxx Signed: /s/ Xxxxxxx Xxxxxx
---------------------- ------------------------------
Name: Xxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: President Title: President and General Manager
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