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Proposal with SAFRAN Morpho Trak do 1-3-cp Y Y17 SAFRAN MorphoTrak 1250 North Tustin Avenue Anaheim,CA 92807 Tel:(714)238-2000 Fax:(714)238-2049 December 17,2013 Mr.JC Pedroso Miami Beach Police Department 1100 Washington Avenue Miami Beach,FL 33139 Tel:(305)673-7995 Email:JuanPedroso @miamibeachfl.gov Reference#MTFL-A 101712-04B Dear Mr.Pedroso: This proposal replaces the previous proposal dated October 15, 2013. MorphoTrak,Inc. is pleased to provide Miami Beach Police Department with the following quotation to upgrade the Miami Beach Police Department existing latent workstation at the same time as the Miami-Dade Police Department upgrades its AFIS to the MorphoTrak MorphoBIS. Background Miami Beach Police Department has an existing MorphoTrak(Printrak)Latent Workstation that submits to the Miami-Dade Police Department(MDPD)AFIS.The MDPD is upgrading its AFIS to a MorphoTrak MorphoBIS which will require an upgrade of the Latent Workstation installed at Miami Beach Police Department. Solution Description and Pricing MorphoTrak proposes the equipment and services described in Table 1. Latent Expert Workstation Upgrade Table 1.Pricing-and Maintenance DESCRIPTION PER UNIT PRICE Latent Expert Workstation Hardware and Software Upgrade, including: • Latent Expert Workstation Application Software • Third-party Software Licenses • Control Computer,keyboard,mouse • Infinity Latent Camera • Monitor 24"LED $44,500 • Installation • Training • Warranty: 1 Year On-site Advantage Solution warranty,9X5,Next day on- site response and parts replacement • Freight This solution is contingent on an upgrade of the Miami-Dade Police Department AFIS to a MorphoBIS system. Standard shipping is 45-60 days after receipt of order,or as otherwise scheduled. Reference:MTFL-A101712-0413 Page 1 of 12 MorphoTrak-CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400-Alexandria,VA 22314 U.S.A.- www.morahotrak.com Customer Responsibilities Miami Beach Police Department is responsible for the following: • Providing necessary facility resources required for equipment installation and operation including access,space, environmental control,electrical power and networking. • To obtain and maintain the required transmission lines and hardware for remote communications to and from the necessary agencies. • Maintaining all required authorizations for connecting to the Miami Dade Police Department. Assumptions In developing this proposal,MorphoTrak has made the following assumptions: • There are no external interfaces to support which includes but is not limited to records management system,etc. • An inter-agency agreement between Miami Beach Police Department and MDPD will remain in place. • Miami Beach Police Department will provide all necessary communication to connect to MDPD. This includes, but is not limited to hubs,routers,modems,etc. Additional engineering effort by MorphoTrak beyond the scope of the standard product will be quoted at a firm fixed price based on our current service rates in effect at the time of the change,plus any related travel or administrative expenses.Assistance with training and questions for the agency's database or any programming, scripting,or review of programs beyond work quoted above are excluded from this offer.MorphoTrak assumes that organizations requesting these utilities have advanced programming expertise and will assume all responsibility for the deployment and support of the final application. Prices are exclusive of any and all state,or local taxes,or other fees or levies.Customer payments are due to MorphoTrak within twenty days after the date of the invoice.Product purchase will be governed by the MorphoTrak Product Agreement,a copy of which is attached for your convenience. Firm delivery schedules will be provided upon receipt of a purchase order.No subsequent purchase order can override such terms.Nothing additional shall be binding upon MorphoTrak unless a subsequent agreement is signed by both parties. MorphoTrak reserves the right to substitute hardware of equal value with equal or better capability,based upon market availability. If,however such equipment is unavailable,MorphoTrak will makes its best effort to provide a suitable replacement. Proposal Expiration: January 14,2014 Purchase orders should be sent to MorphoTrak by facsimile or United States mail. Please direct all order correspondence,including Purchase Order,to:Jayne Goodall,MorphoTrak,Inc., 1250 North Tustin Avenue, Anaheim,California 92807;Tel:(714)575-2956;Fax:(714)238-2049;Email:javne.Eood9ll6ii)mornho.com. We look forward to working with you. Sincerely, 1 Barry Fisher Senior Sales Director Reference:MTFL-A101712-04B Page 2 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400-Alexandria,VA 22314 U.S.A.• www.morphotrak.com By signing this signature block below, Miami Beach Police Department agrees to the terms and pricing stated in this proposal for the product and services as referenced above. My signature below constitutes the acceptance of this order and authorizes MorphoTrak, Inc. to ship and provide these product and services: Signature Authorization for rder: Signature Name Date Total Purchase Price (including any Options): Please provide Billing Address: Check if Billing Address is same as Shipping Address: ❑ Please provide Shipping Address (if different from Billing Address): I PLEASE PROVIDE A COPY OF YOUR CURRENT TAX EXEMPTION CERTIFICATE (if applicable). APPROVED AS TO FORM &LANGUAGE &Fn CUTION Lo �4ri torne Date t Reference:MTFL-A101712-04B Page 3 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com MorphoTrak Product System Agreement 2.15 "Specifications"means the functionality and performance requirements described in the Technical and Implementation MorphoTrak, Inc., ("MorphoTrak" or "Seller") having a place of Documents. business at 1250 North Tustin Avenue, Anaheim, California 92807 and 2.16 "Subsystem"means a major portion of the entire System ("Customer"),having a place of business at that performs specific functions or operations as described in the , enter into Technical and Implementation Documents. this Biometrics Products and System Sales Agreement ("Agreement"), pursuant to which Customer will purchase and Seller up "System" means the Equipment, Software, services, s will sell the System or Products, as described below. Seller and supplies, and incidental hardware and materials combined together Customer may be referred to individually as"party"and collectively as into a system as more fully described in the Technical and "parties."For good and valuable consideration,the parties agree as Implementation Documents. follows: 2.18 "System Acceptance"means the Acceptance Tests have SECTION 1. EXHIBITS been successfully completed. The Exhibits listed below are incorporated into and made a part of SECTION 3. SCOPE OF AGREEMENT AND TERM this Agreement. In interpreting this Agreement and resolving any 3.1. SCOPE OF WORK.For System sales,Seller will provide, ambiguities, the main body of this Agreement will take precedence ship, install and test the System, and perform its other contractual over the Exhibits and any inconsistency between Exhibits A through responsibilities,all in accordance with this Agreement.Customer will E will be resolved in the order in which they are listed. perform its contractual responsibilities in accordance with this Exhibit A-MorphoTrak"Software License Agreement" Agreement.For Product sales,Seller will provide,ship,and install(if Exhibit B-"Payment Schedule" applicable) the Products, and perform its other contractual responsibilities,all in accordance with this Agreement.Customer will SECTION 2. DEFINITIONS perform its contractual responsibilities in accordance with this Agreement. Capitalized terms used in this Agreement shall have the following meanings: 3.2. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change 2.1 "Acceptance Tests"means those tests described in the causes an increase or decrease in the cost or time required to Acceptance Test Plan. perform this Agreement, Seller and Customer will agree to an 2.2 "Beneficial Use"means when Customer first uses the System equitable adjustment of the Contract Price,Performance Schedule,or or a Subsystem for operational purposes (excluding training or both,and will reflect such adjustment in a change order.Neither party is obligated to perform requested changes unless both parties testing). execute a written change order. 2.3 "Contract Price" means the price for the System or 3.3. TERM.For System sales:Unless otherwise terminated in Products, exclusive of any applicable sales or similar taxes and accordance with the provisions of this Agreement or extended by freight charges. mutual agreement of the parties, the term of this Agreement shall 2.4 "Effective Date"means that date upon which the last party begin on the Effective Date and shall continue until the date of to sign this Agreement has executed it. System Acceptance or expiration of the warranty period as set forth in Section 9,whichever occurs last.For Product sales:Unless otherwise 2.5 "Equipment" means the equipment listed in the List of terminated in accordance with the provisions of this Agreement or Deliverables or List of Products that Customer is purchasing from extended by mutual agreement of the parties, the term of this Seller under this Agreement. Agreement shall begin on the Effective Date and shall continue until the expiration of the warranty period or three (3) years from the 2.6 "Infringement Claim" means a third party claim alleging Effective Date,whichever occurs last. that the Equipment manufactured by MorphoTrak or the MorphoTrak Software infringes upon the third party's United States patent or 3.4. ADDITIONAL EQUIPMENT, SOFTWARE, OR copyright. SERVICES. For three (3) years after the Effective Date of this Agreement,Customer may order additional Equipment,Software,or 2.7 "MorphoTrak" means MorphoTrak, Inc., a Delaware services provided they are then available. Each order must refer to corporation. this Agreement and must specify the pricing and delivery terms. 2.8 "MorphoTrak Software"means Software that MorphoTrak Notwithstanding any additional or contrary terms in the order, the or Seller owns. applicable provisions of this Agreement(except for pricing,delivery, passage of title and risk of loss to Equipment, warranty 2.9 "Non-MorphoTrak Software"means Software that a party commencement, and payment terms)will govern the purchase and other than MorphoTrak or Seller owns. sale of the additional Equipment,Software,or services.Title and risk of loss to additional Equipment will pass at shipment;warranty will 2.10 "Open Source Software" means software that has its commence upon delivery;and payment is due within twenty(20)days underlying source code freely available to evaluate,copy,and modify. after the invoice date. Seller will send Customer an invoice as the Open Source Software and the terms"freeware"or"shareware"are additional Equipment is shipped,Software is licensed,or services are sometimes used interchangeably. performed. 2.11 "Printrak" means MorphoTrak, Inc., a Delaware 3.5. MAINTENANCE SERVICE. corporation. 3.5.1. System Sales After the warranty period, 2.12 "Products"means the Equipment and Software provided Customer may purchase maintenance and support services for the by Seller under this Agreement. Equipment and MorphoTrak Software by executing the Maintenance and Support Agreement. 2.13 "Proprietary Rights" means the patents, patent 3.5.2. Product Sales This Agreement does not cover applications, inventions,copyrights,trade secrets,trademarks,trade maintenance or support of the Products except as provided under the names,mask works,know-how,and other intellectual property rights warranty. If Customer wishes to purchase maintenance or support, in and to the Equipment and Software, including those created or Seller will provide a separate maintenance and support proposal produced by MorphoTrak or Seller under this Agreement and any upon request. corrections,bug fixes,enhancements, updates or modifications to or derivative works from the Software whether made by MorphoTrak, 3.6. MORPHOTRAK SOFTWARE.Any MorphoTrak Software, Printrak,or another party. including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement.Customer hereby 2.14 "Software" means the MorphoTrak Software and Non- accepts and agrees to abide by all of the terms and restrictions of the MorphoTrak Software in object code format that is furnished with the Software License Agreement. System or Equipment and which may be listed on the List of Deliverables or List of Products. 3.7. NON-MORPHOTRAK SOFTWARE. Any Non- MorphoTrak Software is licensed to Customer in accordance with the standard license,terms,and restrictions of the copyright owner on the Reference:MTFL-A101712-04B Page 4 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.monphotrak.com Effective Date unless the copyright owner has granted to MorphoTrak 5.4 INVOICING AND SHIPPING ADDRESSES. Invoices will the right to sublicense the Non-MorphoTrak Software pursuant to the be sent to the Customer at the following address: Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections City of Miami Beach under the Software License Agreement. MorphoTrak makes no Accounts Payable representations or warranties of any kind regarding Non-MorphoTrak Software. Non-MorphoTrak Software may include Open Source 1700 Convention Center Drive Software. All Open Source Software is licensed to Customer in accordance with,and Customer agrees to abide by,the provisions of Miami Beach FL 33139 the standard license of the copyright owner and not the Software License Agreement.Upon request by Customer,MorphoTrak will use The city which is the ultimate destination where the Equipment will be commercially reasonable efforts to(i)determine whether any Open delivered to Customer is:Miami Beach,FL Source Software will be provided under this Agreement;and if so,(ii) The Equipment will be shipped to the Customer at the following identify the Open Source Software and provide to Customer a copy of address(insert if this information is known): the applicable standard license(or specify where such license may be found);and(iii)provide to Customer a copy of the Open Source Miami Beach Police Department Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be 1100 Washington Avenue applicable). Miami Beach FL 33139 3.8. SUBSTITUTIONS. At no additional cost to Customer, Seller reserves the right to substitute any Equipment, Software, or Customer may change this information by giving written notice to services to be provided by Seller,provided that the substitute meets MorphoTrak. or exceeds the Specifications and is of equivalent or better quality to SECTION 6. SITES AND SITE CONDITIONS the Customer. Any such substitution will be reflected in a change order. 6.1. ACCESS TO SITES. In addition to its responsibilities 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This described elsewhere in this Agreement, Customer will provide (i)a paragraph applies only if a "Priced Options" exhibit is shown in designated project manager; (ii) all necessary construction and Section 1 of this Agreement,or if the Parties amend this Agreement building permits,zoning variances,licenses,and any other approvals to add a Priced Options exhibit. During the term of the option as that are necessary to develop or use the sites;and(iii)access to the stated in the Priced Options exhibit(or if no term is stated,then for work sites identified in the Technical and Implementation Documents one(1)year after the Effective Date),Customer shall have the right as reasonably requested by Seller so that it may perform its duties in and option to purchase the equipment,software,and related services accordance with the Performance Schedule and Statement of Work. that are described and listed in the Priced Options exhibit.Customer 6.2. SITE CONDITIONS. Customer will ensure that all work may exercise this option by giving written notice to Seller which must sites it provides will be safe, secure, and in compliance with all designate whaf equipment,software,and related services Customer applicable industry and OSHA standards. To the extent applicable is selecting (including quantities, if applicable). To the extent they and unless the Statement of Work specifically states to the contrary, apply, the terms and conditions of this Agreement will govern the Customer will ensure that these work sites will have (i) adequate purchase of the selected equipment,software,and related services. physical space for the installation, use and maintenance of the However,the parties acknowledge that certain contractual provisions System; (ii) adequate air conditioning and other environmental must be agreed upon,and they agree to negotiate those in good faith conditions; (iii) adequate electrical power outlets, distribution and promptly after Customer delivers to Seller the option exercise notice. equipment for the installation, use and maintenance of the System; Examples of provisions that may need to be negotiated are:specific and (iv) adequate telephone or other communication lines for the lists of deliverables, statements of work, acceptance test plans, installation, use and maintenance of the System, including modem delivery and implementation schedules,payment terms,maintenance access, and adequate interfacing networking capabilities. Before and support provisions,additions to or modifications of the Software installing the Equipment or Software at a work site,Seller will inspect License Agreement, hosting terms, and modifications to the the work site and advise Customer of any apparent deficiencies or acceptance and warranty provisions. non-conformities with the requirements of this Section. SECTION 4. PERFORMANCE SCHEDULE 6.3. SITE ISSUES. If Seller or Customer determines that the Seller and Customer agree that they will perform their respective sites identified in the Technical and Implementation Documents are responsibilities substantially in accordance with the Performance no longer available or desired, or if subsurface, structural, adverse Schedule. By executing this Agreement, Customer authorizes Seller environmental or latent conditions at any site differ from those to proceed with performance of this Agreement. indicated in the Technical and Implementation Documents,Seller and Customer will promptly investigate the conditions and will select SECTION S.CONTRACT PRICE,PAYMENT,AND INVOICING replacement sites or adjust the installation plans and Specifications as necessary.If such change in sites or adjustment to the installation 5.1. CONTRACT PRICE.The Contract Price in U.S.dollars is plans and Specifications causes a change in the cost or time to SPELL OUT PRICE($44,500,or if applicable,the Contract Price is perform, the parties will equitably amend the Contract Price or as stated in the Payment Schedule. A pricing summary may be Performance Schedule,or both,by a change order. included with the Payment Schedule. If there is a reduction in the services, Software, and/or Equipment quantities, it may affect the SECTION 7. TRAINING overall Contract Price,including discounts if applicable. Any training to be provided by Seller to Customer under this 5.2. INVOICING AND PAYMENT. Seller will submit invoices Agreement will be described in a written training plan that is part of to Customer according to the Payment Schedule. Except for a the Statement of Work. Customer will notify Seller immediately if a payment that is due on the Effective Date, Customer will make date change for a scheduled training program is required. If Seller payments to Seller within twenty (20) days after the date of each incurs additional costs because Customer reschedules a training invoice.Customer will make payments when due in the form of a wire program less than thirty (30) days before its scheduled start date, transfer, check, or cashier's check from a U.S. financial institution. Seller is entitled to recover these additional costs. Overdue invoices will bear simple interest at the rate of ten percent SECTION 8. ACCEPTANCE (10%)per annum,unless such rate exceeds the maximum allowed by law,in which case it will be reduced to the maximum allowable rate. 8.1 SYSTEM ACCEPTANCE For Customer's reference,the Federal Tax Identification Number for MorphoTrak,Inc.is 33-0154789. 8.1.1 COMMENCEMENT OF ACCEPTANCE TESTING. Seller will provide to Customer at least ten (10) days notice before the 5.3 FREIGHT, TITLE, AND RISK OF LOSS. All freight Acceptance Tests commence. System testing will occur only in charges will be pre-paid by Seller and added to the invoices.Title to accordance with the Acceptance Test Plan. the Equipment will pass to Customer upon shipment,except that title to Software will not pass to Customer at any time. Risk of loss will 8.1.2. SYSTEM ACCEPTANCE. System Acceptance will occur pass to Customer upon delivery of the Equipment to the Customer. upon successful completion of the Acceptance Tests described in the Seller will pack and ship all Equipment in accordance with good Acceptance Test Plan. Upon System Acceptance, the parties will commercial practices. memorialize this event by promptly executing a System Acceptance Reference:MTFL-A101712-04B Page 5 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morahotrak.com Certificate. If the Acceptance Test Plan includes separate tests for 9.4. EXCLUSIONS TO EQUIPMENT AND MORPHOTRAK individual Subsystems or phases of the System, acceptance of the SOFTWARE WARRANTIES. These warranties do not apply to: (i) individual Subsystem or phase will occur upon the successful defects or damage resulting from use of the Equipment or completion of the Acceptance Tests for such Subsystem or phase, MorphoTrak Software in other than its normal, customary, and and the parties will promptly execute an acceptance certificate for the authorized manner; (ii) defects or damage occurring from misuse, Subsystem or phase.If Customer believes that the System has failed accident, liquids, neglect, or acts of God; (iii) defects or damage the completed Acceptance Tests, Customer will provide to Seller a occurring from testing,maintenance,disassembly,repair,installation, written notice that includes the specific details of such failure. If alteration, modification, or adjustment not provided or authorized in Customer does not provide to Seller such notice within ten (10) writing by Seller; (iv) breakage of or damage to antennas unless business days after completion of the Acceptance Tests, System caused directly by defects in material or workmanship;(v)defects or Acceptance will be deemed to have occurred as of the completion of damage caused by Customer's failure to comply with all applicable the Acceptance Tests. Minor omissions or variances in the System industry and OSHA standards;(vi)Equipment that has had the serial that do not materially impair the operation of the System as a whole number removed or made illegible;(vii)batteries(because they cant' will not postpone System Acceptance or Subsystem acceptance,but their own separate limited warranty); (viii) freight costs to ship will be corrected according to a mutually agreed schedule. Equipment to the repair depot; (ix) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of 8.1.3 BENEFICIAL USE. Customer acknowledges that Seller's the Equipment;and(x)normal or customary wear and tear. ability to perform its implementation and testing responsibilities under this Agreement may be impeded if Customer begins using the 9.5. WARRANTY CLAIMS. For Customer to assert a claim System before System Acceptance. Therefore, Customer will not that the Equipment or MorphoTrak Software does not conform to commence Beneficial Use before System Acceptance without Seller's these warranties, Customer must notify Seller in writing of the claim prior written authorization, which Seller will not unreasonably before the expiration of the warranty period.. Upon receipt of such withhold. Seller is not responsible for System performance notice, Seller will investigate the warranty claim. If this investigation deficiencies that occur during unauthorized Beneficial Use. Upon confirms a valid warranty claim, Seller will (at its option and at no commencement of Beneficial Use, Customer assumes responsibility additional charge to Customer) repair the defective Equipment or for the use and operation of the System and payment in full is due. MorphoTrak Software,replace it with the same or equivalent product, or refund the price of the defective Equipment or MorphoTrak 8.2 PRODUCT ACCEPTANCE Software. Such action will be the full extent of Seller's liability 8.2.1. Acceptance of the Products will occur upon delivery to hereunder. If this investigation indicates the warranty claim is not Customer unless the Statement of Work provides for acceptance valid,then Seller may invoice Customer for responding to the claim verification or testing, in which case acceptance of the Products will on a time and materials basis using Seller's current labor rates. occur upon successful completion of the acceptance verification or Repaired or replaced product is warranted for the balance of the testing. Notwithstanding the preceding sentence, Customer's use of original applicable warranty period.All replaced products or parts will the Products for their operational purposes will constitute acceptance. become the property of Seller. SECTION 9.REPRESENTATIONS AND WARRANTIES 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Seller to the original user 9.1. SYSTEM FUNCTIONALITY (System sales only). Seller purchasing the System or Products for commercial, industrial, or represents that the System will perform in accordance with the governmental use only,and are not assignable or transferable. Specifications in all material respects. Upon System Acceptance or 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE Beneficial Use, whichever occurs first, this System functionality WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE representation is fulfilled. Seller is not responsible for System EQUIPMENT AND MORPHOTRAK SOFTWARE PROVIDED performance deficiencies that are caused by ancillary equipment not UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL furnished by Seller attached to or used in connection with the System OTHER WARRANTIES. SELLER DISCLAIMS ALL OTHER or for reasons beyond Seller's control, such as (i) an earthquake, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, adverse atmospheric conditions, or other natural causes; (ii) INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY Customer changes to load usage or configuration outside the AND FITNESS FOR A PARTICULAR PURPOSE. Specifications; or (iii) any acts of parties who are beyond Seller's control. SECTION 10. DELAYS 9.2. EQUIPMENT WARRANTY. 10.1. FORCE MAJEURE.Neither party will be liable for its non- 9.2.1. System Sales For one(1)year from the date of performance or delayed performance if caused by a"Force Majeure" System Acceptance or Beneficial Use,whichever occurs first, Seller which means an event, circumstance, or act of a third party that is warrants that the Equipment under normal use and service will be beyond a party's reasonable control,such as an act of God,an act of free from material defects in materials and workmanship. If System the public enemy,an act of a government entity,strikes or other labor Acceptance is delayed beyond six(6)months after shipment of the disturbances, hurricanes, earthquakes, fires, floods, epidemics, Equipment by events or causes within Customer's control, this embargoes, war, riots, or any other similar cause. Each party will warranty expires eighteen (18) months after the shipment of the notify the other if it becomes aware of any Force Majeure that will Equipment. significantly delay performance. The notifying party will give such notice promptly (but in no event later than fifteen days) after it 9.2.2. Product Sales For one(1)year from the date of discovers the Force Majeure. If a Force Majeure occurs,the parties shipment,Seller warrants that the Equipment under normal use and will execute a change order to extend the Performance Schedule for service will be free from material defects in materials and a time period that is reasonable under the circumstances. workmanship. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY 9.3. MORPHOTRAK SOFTWARE WARRANTY. CUSTOMER (System Sales Only). If the Performance Schedule is delayed because of Customer(including any of its other contractors), 9.3.1 System Sales Unless otherwise stated in the (i) Customer will make the promised payments according to the Software License Agreement, for one (1) year from the date of Payment Schedule as if no delay occurred; and (ii)the parties will System Acceptance or Beneficial Use,whichever occurs first, Seller execute a change order to extend the Performance Schedule and,if warrants the MorphoTrak Software in accordance with the terms of requested by Seller, compensate Seller for all reasonable charges the Software License Agreement and the provisions of this Section 9 incurred because of such delay. Delay charges may include costs that are applicable to the MorphoTrak Software. If System incurred by Seller or its subcontractors for additional freight, Acceptance is delayed beyond six(6)months after shipment of the warehousing and handling of Equipment;extension of the warranties; MorphoTrak Software by events or causes within Customer's control, travel;suspending and re-mobilizing the work;additional engineering, this warranty expires eighteen(18)months after the shipment of the project management, and standby time calculated at then current MorphoTrak Software. rates;and preparing and implementing an alternative implementation 9.3.2. Product Sales Unless otherwise stated in the plan. Software License Agreement, for one (1) year from the date of shipment, Seller warrants the MorphoTrak Software in accordance with the terms of the Software License Agreement and the provisions SECTION 11. DISPUTES of this Section that are applicable to the MorphoTrak Software. Reference:MTFL-A101712-04B Page 6 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morahotrak.com 11.1. SETTLEMENT PREFERRED. Seller and Customer, 13.2. PATENT AND COPYRIGHT INFRINGEMENT. through their respective project managers,will attempt to settle any dispute arising from this Agreement(except for a claim relating to 13.2.1. Seller will defend at its expense any suit brought against intellectual property or breach of confidentiality provisions) through Customer to the extent that it is based on an Infringement Claim,and consultation and negotiation in good faith and a spirit of mutual Seller will indemnify Customer for those costs and damages finally cooperation.The dispute will be escalated to appropriate higher-level awarded against Customer for an Infringement Claim.Seller's duties managers of the parties, if necessary. If cooperative efforts fail,the to defend and indemnify are conditioned upon:(i)Customer promptly dispute will be mediated by a mediator chosen jointly by Seller and notifying Seller in writing of such Infringement Claim;(ii)Seller having Customer within thirty (30) days after notice by one of the parties sole control of the defense of such suit and all negotiations for its demanding non-binding mediation. Seller and Customer will not settlement or compromise; (iii) Customer providing to Seller unreasonably withhold consent to the selection of a mediator, and cooperation and,if requested by Seller,reasonable assistance in the they will share the cost of the mediation equally. The parties may defense of the Infringement Claim. postpone mediation until they have completed some specified but 13.2.2. If an Infringement Claim occurs, or in Seller's opinion is limited discovery about the dispute. The parties may also replace likely to occur, Seller may at its option and expense procure for mediation with some other form of non-binding alternative dispute Customer the right to continue using the Equipment or MorphoTrak resolution("ADR"). Software,replace or modify it so that it becomes non-infringing while 11.2. LITIGATION.Any claim relating to intellectual property or providing functionally equivalent performance, or grant Customer a breach of confidentiality provisions and any dispute that cannot be credit for such Equipment or MorphoTrak Software as depreciated resolved between the parties through negotiation or mediation within and accept its return. The depreciation amount will be calculated two (2) months after the date of the initial demand for non-binding based upon generally accepted accounting standards for such mediation as described above in Section 11.1 may be submitted by Equipment and MorphoTrak Software. either party to a court of competent jurisdiction in the state in which 13.2.3. Seller will have no duty to defend or indemnify for any the System or Product is installed.Each party consents to jurisdiction Infringement Claim that is based upon (i) the combination of the over it by such a court. The use of ADR procedures will not be Equipment or MorphoTrak Software with any software,apparatus or considered under the doctrine of laches,waiver,or estoppel to affect device not furnished by Seller; (ii)the use of ancillary equipment or adversely the rights of either parry. Either party may resort to the software not furnished by Seller and that is attached to or used in judicial proceedings described in this section before the expiration of connection with the Equipment or MorphoTrak Software; (iii) any the two-month ADR period if (i) good faith efforts to resolve the Equipment that is not Seller's design or formula;(iv)a modification of dispute under these procedures have been unsuccessful; or (ii) the MorphoTrak Software by a party other than Seller; or (v) the interim relief from the court is necessary to prevent serious and failure by Customer to install an enhancement release to the irreparable injury to such party or any of its affiliates, agents, MorphoTrak Software that is intended to correct the claimed employees,customers,suppliers,or subcontractors. infringement. The foregoing states the entire liability of Seller with SECTION 12. DEFAULT AND TERMINATION respect to infringement of patents and copyrights by the Equipment and MorphoTrak Software or any parts thereof. 12.1. DEFAULT BY A PARTY. If either party fails to perform a material obligation under this Agreement, the other party may SECTION 14. LIMITATION OF LIABILITY consider the non-performing parry to be in default(unless a Force This limitation of liability provision shall apply notwithstanding any Majeure causes such failure)and may assert a default claim by giving contrary provision in this Agreement. Except for personal injury or the non-performing party a written and detailed notice of default. death,Seller's total liability,whether for breach of contract,warranty, Except for a default by Customer for failing to pay any amount when negligence,strict liability in tort,indemnification,or otherwise,will be due under this Agreement which must be cured immediately, the limited to the direct damages recoverable under law, but not to defaulting party will have thirty(30)days after receipt of the notice of exceed the price of the Equipment,Software,or services with respect default to either(i)cure the default or(ii)if the default is not curable to which losses or damages are claimed.ALTHOUGH THE PARTIES within thirty(30)days,to provide a written cure plan.The defaulting ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR party will begin implementing the cure plan immediately after receipt DAMAGES, THEY AGREE THAT SELLER WILL NOT be liable for of notice by the other party that it approves the plan. If Customer is any commercial loss;inconvenience;loss of use,time,data,goodwill, the defaulting party,MorphoTrak may stop work on the project until it revenues, profits or savings; or other SPECIAL, incidental, approves the Customer's cure plan. INDIRECT,OR consequential damages IN ANY WAY RELATED TO 12.2. FAILURE TO CURE.If a defaulting parry fails to cure the OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF default as provided above in Section 12.1,unless otherwise agreed in THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF writing,the non-defaulting party may terminate any unfulfilled portion SERVICES BY SELLER PURSUANT TO THIS AGREEMENT. This of this Agreement. In the event of such termination, the defaulting limitation of liability will survive the expiration or termination of this party will promptly return to the non-defaulting parry any of its Agreement. No action for breach of this Agreement or otherwise Confidential Information(as defined in Section 15.1). relating to the transactions contemplated by this Agreement may be brought more than one(1)year after the accrual of such cause of For System sales:If Customer is the non-defaulting party,terminates action,except for money due upon an open account. this Agreement as permitted by this Section, and completes the System through a third party,Customer may as its exclusive remedy SECTION 15. CONFIDENTIALITY AND recover from Seller either(i)the diminution of value of the System PROPRIETARY RIGHTS due to the breach if it does not complete the System through a third 15.1. CONFIDENTIAL INFORMATION. party,or(ii)the reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the 15.1.1. During the term of this Agreement, the parties may unpaid portion of the Contract Price if it completes the System provide each other with Confidential Information.For the purposes of through a third party.In either case,Customer agrees to use its best this Agreement, "Confidential Information" is any information efforts to mitigate damages and to provide Seller with detailed disclosed in written, graphic, verbal, or machine-recognizable form, records substantiating the damages claim. and is marked, designated, labeled or identified at the time of SECTION 13. INDEMNIFICATION disclosure as being confidential or its equivalent;or if in verbal form is identified as confidential or proprietary at the time of disclosure and 13.1. GENERAL INDEMNITY BY SELLER.Seller will indemnify confirmed in writing within thirty (30) days of such disclosure. and hold Customer harmless from any and all liability, expense, Notwithstanding any other provisions of this Agreement,Confidential judgment,suit,cause of action,or demand for personal injury,death, Information shall not include any information that: (i) is or becomes or direct damage to tangible property which may accrue against publicly known through no wrongful act of the receiving party; (ii)is Customer to the extent it is caused by the negligence of Seller, its already known to the receiving party without restriction when it is subcontractors,or their employees or agents,while performing their disclosed; (iii) is, or subsequently becomes, rightfully and without duties under this Agreement, provided that Customer gives Seller breach of this Agreement,in the receiving party's possession without prompt, written notice of any such claim or suit. Customer shall any obligation restricting disclosure; (iv)is independently developed cooperate with Seller in its defense or settlement of such claim or by the receiving party without breach of this Agreement; eF (v) is suit. This section sets forth the full extent of Seller's general explicitly approved for release by written authorization of the indemnification of Customer from liabilities that are in any way related disclosing party; or(vi) is subject to disclosure pursuant to Florida to Seller's performance under this Agreement. Public Records Law including, without limitation, Chapter 119 — Florida Statutes,as same may be amended from time to time. Reference:MTFL-A101712-04B Page 7 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com 15.1.2. Each party will:(i)maintain the confidentiality of the other provision will be severed and the remainder of this Agreement will party's Confidential Information and not disclose it to any third party, continue in full force and effect as if the invalid provision or portion of except as authorized by the disclosing party in writing or as required the provision were not part of this Agreement. by a court of competent jurisdiction; (ii) restrict disclosure of Confidential Information to its employees who have a"need to know" 16.6. INDEPENDENT CONTRACTORS. Each party shall and not copy or reproduce such Confidential Information; (iii) take perform its activities and duties hereunder only as an independent necessary and appropriate precautions to guard the confidentiality of contractor.The parties and their personnel shall not be considered to Confidential Information, including informing its employees who be employees or agents of the other party.Nothing in this Agreement handle such Confidential Information that it is confidential and not to shall be interpreted as granting either party the right or authority to be disclosed to others, but such precautions shall be at least the make commitments of any kind for the other. This Agreement shall same degree of care that the receiving party applies to its own not constitute,create,or in any way be interpreted as a joint venture, confidential information and shall not be less than reasonable care; partnership or formal business organization of any kind. and(iv)use such Confidential Information only in furtherance of the 16.7. HEADINGS AND SECTION REFERENCES.The section performance of this Agreement.Confidential Information is and shall headings in this Agreement are inserted only for convenience and are at all times remain the property of the disclosing party,and no grant not to be construed as part of this Agreement or as a limitation of the of any proprietary rights in the Confidential Information is hereby scope of the particular section to which the heading refers. This given or intended, including any express or implied license, other Agreement will be fairly interpreted in accordance with its terms and than the limited right of the recipient to use the Confidential conditions and not for or against either party. Information in the manner and to the extent permitted by this Agreement. 16.8. GOVERNING LAW. This Agreement and the rights and 15.2. PRESERVATION OF PROPRIETARY RIGHTS. duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed 15.2.1. MorphoTrak, the third party manufacturer of any or the State where the Product is delivered. Equipment, and the copyright owner of any Non-MorphoTrak 16.9. ENTIRE AGREEMENT. This Agreement, including all Software own and retain all of their respective Proprietary Rights in Exhibits,constitutes the entire agreement of the parties regarding the the Equipment and Software. Nothing in this Agreement is intended subject matter hereof and supersedes all previous agreements, to restrict the Proprietary Rights of MorphoTrak,any copyright owner proposals, and understandings, whether written or oral, relating to of Non-MorphoTrak Software, or any third party manufacturer of such subject matter. This Agreement may be altered, amended, or Equipment. All intellectual property developed, originated, or modified only by a written instrument signed by authorized prepared by MorphoTrak in connection with providing to Customer representatives of both parties.The preprinted terms and conditions the Equipment, Software, or related services remain vested found on any Customer purchase order, acknowledgment or other exclusively in MorphoTrak, and this Agreement does not grant to form will not be considered an amendment or modification of this Customer any shared development rights of intellectual property. Agreement, even if a representative of each party signs such 15.2.2. Except as explicitly provided in the Software License document. Agreement,nothing in this Agreement will be deemed to grant,either 16.10. NOTICES. Notices required under this Agreement to be directly or by implication, estoppel, or otherwise, any right, title or given by one party to the other must be in writing and either delivered interest in the Proprietary Rights of MorphoTrak or Seller.Customer in person or sent to the address shown below by certified mail,return agrees not to modify, disassemble, peel components, decompile, receipt requested and postage prepaid (or by a recognized courier otherwise reverse engineer or attempt to reverse engineer, derive service with an asset tracking system, such as Federal Express, source code or create derivative works from,adapt,translate,merge UPS,or DHL),or by facsimile with correct answerback received,and with other software, reproduce, or export the Software,or permit or shall be effective upon receipt: encourage any third party to do so.The preceding sentence shall not apply to Open Source Software which is governed by the standard Customer license of the copyright owner. SECTION 16. MISCELLANEOUS 16.1. TAXES.The Contract Price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, assessments or duties (other than federal, state,and local taxes based on Seller's income or net worth), all of which will be paid by Customer except as exempt by MorphoTrak law.If Seller is required to pay or bear the burden of any such taxes, it will send an invoice to Customer and Customer will pay to it the 1250 North Tustin amount of such taxes(including any applicable interest and penalties) within twenty(20)days after the date of the invoice.Customer will be Anaheim CA 92807 solely responsible for reporting the Equipment for personal property tax purposes. ATT: MORPHOTRAK SALES 16.2. ASSIGNABILITY. Neither party may assign this 16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party Agreement without the prior written consent of the other party,except will comply with all applicable federal, state, and local laws, that Seller may assign this Agreement to any successor of Seller's regulations and rules concerning the performance of this Agreement biometrics business or to any party acquiring the assets used by or use of the System or Product. Seller in conducting such biometrics business or otherwise 16.12. AUTHORITY TO EXECUTE AGREEMENT. Each party performing Seller's obligations under this Agreement.. represents to the other that (i) it has obtained all necessary 16.3. SUBCONTRACTING.Seller may subcontract any portion approvals,consents and authorizations to enter into this Agreement of the work,but such subcontracting will not relieve Seller of its duties and to perform its duties under this Agreement; (ii) the person under this Agreement. executing this Agreement on its behalf has the authority to do so;(iii) upon execution and delivery of this Agreement by the parties,it is a 16.4 WAIVER. Failure or delay by either party to exercise any valid and binding contract,enforceable in accordance with its terms; right or power under this Agreement will not operate as a waiver of and (iv)the execution,delivery, and performance of this Agreement such right or power.For a waiver of a right or power to be effective,it does not violate any bylaw,charter,regulation,law or any governing must be in writing signed by the waiving party.An effective waiver of authority of the party. a right or power shall not be construed as either (i) a future or continuing waiver of that same right or power,or(ii)the waiver of any 16.13. PREVAILING PARTY. In the event of any dispute arising other right or power. out of the subject matter of this Agreement,the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys'fees and court costs incurred in arbitrating, litigating, or otherwise settling or resolving such dispute. 16.5. SEVERABILITY. If a court of competent jurisdiction renders any provision of this Agreement(or portion of a provision)to 16.14. SURVIVAL OF TERMS. The following provisions shall be invalid or otherwise unenforceable,that provision or portion of the survive the expiration or termination of this Agreement for any Reference:MTFL-A101712-04B Page 8 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com reason: Section 3.6 (MorphoTrak Software); Section 3.7 (Non- MorphoTrak Software);if any payment obligations exist,Sections 5.1 Name Barry Fisher and 5.2 (Contract Price and Invoicing and Payment); Section 11 Title Senior Sales Director (Disputes); Section 14 (Limitation of Liability); Section 15 (Confidentiality and Proprietary Rights); and all of the General Date October 15.2013 provisions in Section 16. SECTION 17. AGREEMENT EXECUTION The parties hereby enter into this Agreement as of the Effective Date. LNAME "CUST ME " Signed MORPHOTRAK,INC.("SELLER"): Name art Title Ci C 'N 4 '� Signed z Date (� ./I zadl I/ ATTES APPROVED AS TO FORM &LANGUAGE &FnR EXECUTION Clt ttofney Date Reference:MTFL-A101712-04B Page 9 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morahotrak.com EXHIBIT A the license grants in this Agreement. If requested by Licensee, MorphoTrak will use commercially reasonable efforts to:(i)determine SOFTWARE LICENSE AGREEMENT whether any Open Source Software is provided under this In this Exhibit A, the term "Licensor' means MorphoTrak, Inc., Agreement; (ii) identify the Open Source Software and provide ("MorphoTrak"); "Licensee," means the Customer; "Primary Licensee a copy of the applicable Open Source Software License(or Agreement" means the agreement to which this exhibit is attached specify where that license may be found);and,(iii)provide Licensee a copy of the Open Source Software source code,without charge,if it (Biometrics Products and System Sales Agreement); and Agreement" means this Exhibit and the applicable terms and is publicly available(although distribution fees may be applicable). conditions contained in the Primary Agreement.The parties agree as SECTION 4. LIMITATIONS ON USE follows: 4.1. Licensee may use the Software only for Licensee's For good and valuable consideration,the parties agree as follows: internal business purposes and only in accordance with the SECTION 1. DEFINITIONS Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions,Licensee will 1.1 "Designated Products" means products provided by not make the Software available for use by third parties on a"time MorphoTrak to Licensee with which or for which the Software and sharing,""application service provider,"or"service bureau" basis or Documentation is licensed for use. for any other similar commercial rental or sharing arrangement. 1.2 "Documentation" means product and software 4.2. Licensee will not, and will not allow or enable any third documentation that specifies technical and performance features and party to: (i) reverse engineer, disassemble, peel components, capabilities, and the user, operation and training manuals for the decompile, reprogram or otherwise reduce the Software or any Software(including all physical or electronic media upon which such portion to a human perceptible form or otherwise attempt to recreate information is provided). the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii)copy, reproduce, distribute, lend, or lease 1.3 "Open Source Software"means software with either freely the Software or Documentation to any third party, grant any obtainable source code, license for modification, or permission for sublicense or other rights in the Software or Documentation to any free distribution. third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv)remove,or in 1.4 "Open Source Software License" means the terms or any way alter or obscure, any copyright notice or other notice of conditions under which the Open Source Software is licensed. MorphoTrak's proprietary rights;(v)provide,copy,transmit,disclose, 1.5 "Primary Agreement"means the agreement to which this divulge or make the Software or Documentation available to, or exhibit is attached (Biometrics Products and System Sales permit the use of the Software by any third party or on any machine Agreement). except as expressly authorized by this Agreement; or (vi) use, or permit the use of,the Software in a manner that would result in the 1.6 "Security Vulnerability" means a flaw or weakness in production of a copy of the Software solely by activating a machine system security procedures, design, implementation, or internal containing the Software.Licensee may make one copy of Software to controls that could be exercised(accidentally triggered or intentionally be used solely for archival, back-up, or disaster recovery purposes; exploited) and result in a security breach such that data is provided that Licensee may not operate that copy of the Software at compromised,manipulated or stolen or the system damaged. the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may 1.7 "Software"(i) means proprietary software in object code reasonably require for the internal use of the Software. format,and adaptations,translations,de-compilations,disassemblies, emulations, or derivative works of such software; (ii) means any 4.3. Unless otherwise authorized by MorphoTrak in writing, modifications,enhancements,new versions and new releases of the Licensee will not, and will not enable or allow any third party to: (i) software provided by MorphoTrak;and(iii)may contain one or more install a licensed copy of the Software on more than one unit of a items of software owned by a third party supplier. The term Designated Product;or(ii)copy onto or transfer Software installed in "Software"does not include any third party software provided under one unit of a Designated Product onto another device.Licensee may separate license or third party software not licensable under the temporarily transfer Software installed on a Designated Product to terms of this Agreement. another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to MorphoTrak of SECTION 2. SCOPE the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to MorphoTrak and Licensee enter into this Agreement in connection another device must be discontinued when the original Designated with MorphoTrak's delivery of certain proprietary Software or products Product is returned to operation and the Software must be removed containing embedded or pre-loaded proprietary Software, or both. from the other device.Licensee must provide prompt written notice to This Agreement contains the terms and conditions of the license MorphoTrak at the time temporary transfer is discontinued. MorphoTrak is providing to Licensee, and Licensee's use of the Software and Documentation. SECTION 5. OWNERSHIP AND TITLE SECTION 3. GRANT OF LICENSE MorphoTrak, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and 3.1. Subject to the provisions of this Agreement and the Documentation, including, but not limited to, all rights in patents, payment of applicable license fees,MorphoTrak grants to Licensee a patent applications,inventions,copyrights,trademarks,trade secrets, personal,limited,non-transferable(except as permitted in Section 7) trade names, and other proprietary rights in or relating to the and non-exclusive license under MorphoTrak's copyrights and Software and Documentation (including any corrections, bug fixes, Confidential Information (as defined in the Primary Agreement) enhancements,updates, modifications,adaptations,translations,de- embodied in the Software to use the Software, in object code form, compilations, disassemblies, emulations to or derivative works from and the Documentation solely in connection with Licensee's use of the Software or Documentation, whether made by MorphoTrak or the Designated Products.This Agreement does not grant any rights another party, or any improvements that result from MorphoTrak's to source code. processes or,provision of information services). 3.2. If the Software licensed under this Agreement contains or No rights are granted to Licensee under this Agreement by is derived from Open Source Software, the terms and conditions implication,estoppel or otherwise, except for those rights which are governing the use of such Open Source Software are in the Open expressly granted to Licensee in this Agreement. All intellectual Source Software Licenses of the copyright owner and not this property developed, originated, or prepared by MorphoTrak in Agreement.If there is a conflict between the terms and conditions of connection with providing the Software, Designated Products, this Agreement and the terms and conditions of the Open Source Documentation or related services, remains vested exclusively in Software Licenses governing Licensee's use of the Open Source MorphoTrak,and Licensee will not have any shared development or Software, the terms and conditions of the license grant of the other intellectual property rights. applicable Open Source Software Licenses will take precedence over Reference:MTFL-A101712-04B Page 10 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com SECTION 6.LIMITED WARRANTY;DISCLAIMER OF WARRANTY disclosure of the Software and Documentation under MorphoTrak's copyrights or trade secret rights is subject to the restrictions set forth 6.1. If Licensee is not in breach of any of its obligations under in subparagraphs (c)(1) and (2) of the Commercial Computer this Agreement, MorphoTrak warrants that the unmodified Software, Software-Restricted Rights clause at FAR 52.227-19(JUNE 1987),if when used properly and in accordance with the Documentation and applicable, unless they are being provided to the Department of this Agreement,will be free from a reproducible defect that eliminates Defense. If the Software and Documentation are being provided to the functionality or successful operation of a feature critical to the the Department of Defense,Licensee's use,duplication,or disclosure primary functionality or successful operation of the Software.Whether of the Software and Documentation is subject to the restricted rights a defect occurs will be determined by MorphoTrak solely with set forth in subparagraph(c)(1)(ii)of the Rights in Technical Data and reference to the Documentation. MorphoTrak does not warrant that Computer Software clause at DFARS 252.227-7013(OCT 1988), if Licensee's use of the Software or the Designated Products will be applicable. The Software and Documentation may or may not include uninterrupted, error-free, completely free of Security Vulnerabilities, a Restricted Rights notice,or other notice referring to this Agreement. or that the Software or the Designated Products will meet Licensee's The provisions of this Agreement will continue to apply, but only to particular requirements. MorphoTrak makes no representations or the extent that they are consistent with the rights provided to the warranties with respect to any third party software included in the Licensee under the provisions of the FAR or DFARS mentioned Software. above, as applicable to the pp particular procuring agency and 6.2 MorphoTrak's sole obligation to Licensee and Licensee's procurement transaction. exclusive remedy under this warranty is to use reasonable efforts to SECTION 10. CONFIDENTIALITY remedy any material Software defect covered by this warranty.These efforts will involve either replacing the media or attempting to correct Licensee acknowledges that the Software and Documentation significant, demonstrable program or documentation errors or contain MorphoTrak's valuable proprietary and Confidential Security Vulnerabilities. If MorphoTrak cannot correct the defect Information and are MorphoTrak's trade secrets, and that the within a reasonable time,then at MorphoTrak's option, MorphoTrak provisions in the Primary Agreement concerning Confidential will replace the defective Software with functionally-equivalent Information (including exclusions to Confidential Information)apply. Software, license to Licensee substitute Software which will accomplish the same objective,or terminate the license and refund SECTION 11. GENERAL the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 11.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or 6.4. The express warranties set forth in this Section 6 are in presumption of publication of the Software or public disclosure of any lieu of, and MorphoTrak disclaims, any and all other warranties trade secrets associated with the Software. (express or implied, oral or written)with respect to the Software or Documentation, including, without limitation, any and all implied 11.2. COMPLIANCE WITH LAWS. Licensee acknowledges warranties of condition, title, non-infringement, merchantability, or that the Software is subject to the laws and regulations of the United fitness for a particular purpose or use by Licensee(whether or not States and Licensee will comply with all applicable laws and MorphoTrak knows, has reason to know, has been advised, or is regulations, including export laws and regulations of the United otherwise aware of any such purpose or use),whether arising by law, States. Licensee will not, without the prior authorization of by reason of custom or usage of trade, or by course of dealing. In MorphoTrak and the appropriate governmental authority of the United addition, MorphoTrak disclaims any warranty to any person other States,in any form export or re-export,sell or resell,ship or reship,or than Licensee with respect to the Software or Documentation. divert,through direct or indirect means,any item or technical data or direct or indirect products sold or otherwise furnished to any person SECTION 7. TRANSFERS within any territory for which the United States Government or any of Licensee will not transfer the Software or Documentation to any third its agencies at the time of the action, requires an export license or party without MorphoTrak's prior written consent. MorphoTrak's other governmental approval. Violation of this provision is a material consent may be withheld at its discretion and may be conditioned breach of this Agreement. upon transferee paying all applicable license fees and agreeing to be 11.3. GOVERNING LAW. This Agreement is governed by the bound by this Agreement. laws of the United States to the extent that they apply a I and otherwise SECTION 8. TERM AND TERMINATION by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity. The terms of 8.1 Licensee's right to use the Software and Documentation the U.N.Convention on Contracts for the International Sale of Goods will begin when the Primary Agreement is signed by both parties and do not apply. In the event that the Uniform Computer Information will continue for the life of the Designated Products with which or for Transaction Act,any version of this Act,or a substantially similar law which the Software and Documentation have been provided by (collectively"UCITA") becomes applicable to a party's performance MorphoTrak, unless Licensee breaches this Agreement, in which under this Agreement, UCITA does not govern any aspect of this case this Agreement and Licensee's right to use the Software and Agreement or any license granted under this Agreement, or any of Documentation may be terminated immediately upon notice by the parties' rights or obligations under this Agreement. The MorphoTrak. governing law will be that in effect prior to the applicability of UCITA. 8.2 Within thirty(30)days after termination of this Agreement, 11.4. THIRD PARTY BENEFICIARIES. This Agreement is Licensee must certify in writing to MorphoTrak that all copies of the entered into solely for the benefit of MorphoTrak and Licensee. No Software have been removed or deleted from the Designated third party has the right to make any claim or assert any right under Products and that all copies of the Software and Documentation have this Agreement, and no third party is deemed a beneficiary of this been returned to MorphoTrak or destroyed by Licensee and are no Agreement. Notwithstanding the foregoing, any licensor or supplier longer in use by Licensee. of third party software included in the Software will be a direct and 8.3 Licensee acknowledges that MorphoTrak made a intended third party beneficiary of this Agreement. considerable investment of resources in the development,marketing, 11.5. PREVAILING PARTY. In the event of any dispute arising and distribution of the Software and Documentation and that out of the subject matter of this Agreement,the prevailing party shall Licensee's breach of this Agreement will result in irreparable harm to recover, in addition to any other damages assessed, its reasonable MorphoTrak for which monetary damages would be inadequate. If attorneys'fees and court costs incurred in arbitrating, litigating, or Licensee breaches this Agreement, MorphoTrak may terminate this otherwise settling or resolving such dispute. Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non- 11.6 SURVIVAL. Sections 4,5,6.3,7,8,9,10,and 11 survive embedded Software and associated Documentation unless Licensee the termination of this Agreement. is a Federal agency of the United States Government). SECTION 9. UNITED STATES GOVERNMENT LICENSING PROVISIONS&RESTRICTED RIGHTS LEGEND This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or Reference:MTFL-A101712-04B Page 11 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com PAYMENT SCHEDULE EXHIBIT B This quote is subject to the following 1. One hundred percent (100%) of the purchase price due at delivery. 2. Payment net twenty (20) days from receipt of invoice.' 1 Customer's payment shall be due and payable no later than twenty(20)days after date of MorphoTrak's invoice. MorphoTrak will accept a check payable to MorphoTrak,Inc or a wire transfer drawn on a United States financial institution.Any payment not received by MorphoTrak on the twenty-first day shall accrue interest compounded at one and one-half percent(1-1/2%)per month.Any collection or attorney's fees incurred by MorphoTrak seeking to enforce payment under this Agreement shall be reimbursed by Customer. Reference:MTFL-A101712-0413 Page 12 of 12 MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morahotrak.com