Letter Agreement - National Insurance Crime Bureau and ImageWare Software Inc.
[LETTERHEAD]
January 20, 1997
Mr. Doug Stuart
ImageWare Software, Inc.
15373 Innovation Drive
Suite 120
San Diego, CA 92128
RE: NICB/IMAGEWARE RELATIONSHIP AGREEMENT
Dear Mr. Stuart:
I have requested that our Law Department review your letter sent to me and
dated January 9, 1997. Consistent with their clarifications, I can agree to
the following listed points, in addition to the confidentiality agreement
executed by both parties.
1. In good faith consultation with the National Insurance Crime Bureau
(NICB), ImageWare Software (IWS) will design and develop software
programs which support the reduction of vehicle theft and insurance
related fraud. IWS understands that the NICB may only provide
information for inclusion in such software programs for use exclusively
by local, state and federal law enforcement entities. The NICB may allow
its data for inclusion with other entities subject to approval on a
case-by-case basis.
2. IWS will give credit to the NICB by name as participating in the
development of such programs. This credit will appear in each program
and on all promotional materials.
3. The NICB will work and cooperate with IWS on the development of these
programs. Each party wil maintain the confidentiality of information
regarding the design and development of these programs.
4. The NICB will provide IWS with relevant data, in appropriate form, for
inclusion in these program upon the execution of an appropriate
licensing agreement. The parties will determine such relevant data at a
later date.
5. The NICB will assist IWS in the proliferation of the programs by
providing liaison with the appropriate federal and state law enforcement
agencies, and the insurance and automobile industries.
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Mr. Doug Stuart
January 20, 1997
Page 2
6. IWS will retain all proprietary rights, title and interest, including
trademarks, servicemarks and copyrights in the programs created. The
NICB will retain any trademarks, service marks and copyrights associated
with data and programs it provides to IWS for inclusion in these
programs.
I am enclosing a copy of the executed Confidentiality Agreement which you
provided to me. I am also enclosing a Confidentiality Agreement which the
NICB requires IWS to execute. Please forward me a copy of the fully executed
Confidentiality Agreement at your earliest convenience.
Sincerely,
/s/ Rolland R. Smith
Rolland R. Smith
Vice President, Chief Information Officer
Enclosures
Accepted and agreed:
/s/ Doug Stuart
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Doug Stuart