Sample Business Contracts

Teaming Agreement - Hewlett-Packard Singapore (Sales) Pte Ltd. and ImageWare Software Inc.

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                               TEAMING AGREEMENT





                           IMAGEWARE SOFTWARE INC.






<S>  <C>
1    Definitions

2    Scope of Agreement

3    Obligations of the Parties

4    Intellectual Property/Trademarks

5    Warranty

6    Confidentiality

7    Limitation of Liability

8    Term and Termination

9    Indemnity

10   Miscellaneous


Exhibits to the Agreement

Exhibit A      Work to be Provided by the Parties


                              TEAMING AGREEMENT

This Teaming Agreement ("Agreement") is made as of this     day of 30th April
30th 1999 ("the Effective Date") by and between HEWLETT-PACKARD SINGAPORE
(SALES) PTE LTD, a company incorporated in the Republic of Singapore with
offices at 450 Alexandra Road, Singapore 119960 ("HP") and IMAGEWARE SOFTWARE
INC., a company incorporated under the laws of The United States Of America
with registered offices at                  10883 Thornmint Rd. San Diego, CA
92127 ("Company").


A.   The parties desire to jointly participate in the preparation of a
     proposal ("the Proposal") to be submitted to Singapore Police Force
     ("the Customer") in response to the Customer's Request for Proposal
     ("RFP") to implement the Criminal Photo Identification System Project -
     CPIDS ("the Project").

B.   HP, in consultation with the Sub-Contractor, intends to submit a
     Proposal to the Customer. The Proposal will designate HP as the prime
     contractor and the Sub-Contractor as subcontractor for part of the
     products and services to be provided.

C.   If the proposal is selected, HP will enter into an agreement ("Prime
     Contract") with the Customer to provide the products and services as set
     out in the Proposal, and HP will enter into a subcontract with the
     Company for the Company to provide products and services as contemplated
     in the jointly-prepared Proposal to Customer.



1.1       "PROPOSAL" means the parties' response to the Request.

1.2       "REQUEST" means the request for proposal or invitation to bid
          issued by Customer with respect to the Project.

1.3       "WORK" means the customized products and/or services detailed in
          Exhibit A to be offered to Customer in the Proposal.


2.1       HP and Company shall cooperate in the preparation of a Proposal to
          be submitted by HP in response to the Request.


2.2       Each party agrees to undertake the activities set forth in this
          Agreement and in Exhibit A. Unless otherwise agreed in writing,
          the parties intend for HP to be the prime contractor, and Company
          to be the subcontractor to HP in accord with Section 3.3, with
          respect to the Project. If the parties are selected based on the
          Proposal, HP will enter into an agreement with Customer ("Prime
          Contract") to provide the Work as set forth in the Proposal, and HP
          will enter into a subcontract with the Company for the company to
          provide products and services as contemplated in the
          jointly-prepared Proposal to Customer.

2.3       Neither of the parties shall enter into any other collaboration,
          teaming or similar arrangement with other individuals or entities
          to provide the same or similar Work with respect to the Project as
          are to be provided by the other. However, HP may enter into
          agreements with other individuals or entities to serve as a
          subcontractor to HP for products or services other than those to be
          provided by Company.


3.1       GENERAL.

          3.1.1     The Work to be provided by each of the parties is
                    described in general terms in Exhibit A.

          3.1.2     Each party shall appoint a representative to supervise
                    and co-ordinate its performance of its obligations under
                    this Agreement. The representative shall provide
                    professional and prompt liaison with the other party
                    and have the necessary expertise and authority to commit
                    the appointing party.

          3.1.3     All contacts with Customer pertaining to the Request,
                    Proposal and Prime Contract shall be co-ordinated through
                    HP. Company agrees to promptly notify HP if it is
                    directly contacted by Customer concerning the Request,
                    Proposal, Prime Contract or any related matter.

          3.1.4     Unless otherwise agreed by the parties in writing, each
                    party shall bear its own costs and expenditures incurred
                    in connection with the preparation, submission and
                    negotiation of the Proposal. Neither party shall be
                    liable for the costs incurred or other obligations
                    undertaken by the other party in connection with the
                    Proposal or any such negotiation.

          3.1.5     Company will be available for consultation with HP
                    during any negotiations with Customer. Company shall,
                    upon HP's reasonable request, attend any negotiations
                    or discussions between HP and Customer which pertain
                    to the Proposal or Prime Contract.


          3.2.1     HP will furnish Company with a copy of the Request,
                    including any terms and conditions required by
                    Customer to be incorporated into the Prime Contract.
                    Upon receipt of the Request, HP and Company shall agree
                    on the format of Company's proposal and the time frame
                    for its submission to HP, provided however, that HP
                    cannot bind the Company to terms and conditions in the
                    Prime Contract without the Company's prior consent.


         3.2.2      HP shall be responsible for the preparation, content,
                    evaluation and submission to Customer of the Proposal
                    and Prime Contract. Company will be provided with an
                    opportunity to review the areas of the Proposal relating
                    to the portions of the Work to be supplied by Company
                    during the preparation of the Proposal, and Company's
                    comments will be reviewed and taken into account by HP.
                    Company acknowledges that HP retains ultimate control
                    over the form and content of the Proposal.

         3.2.3      Each party shall draw up at its own cost a proposal with
                    respect to its responsibilities detailed in Exhibit A
                    and as required by the Request. Each party shall be
                    solely responsible for its proposal, including the
                    accuracy and adequacy of designs, interface and technical
                    data, appropriate performance parameters, Work, support
                    and all other matters proposed by it and for the
                    completion and delivery times for the Work proposed by
                    it in its proposal. In addition, Company will provide
                    HP with any exceptions it may have to the terms and
                    conditions required by the Request to be incorporated
                    into the Prime Contract. During preparation of their
                    respective proposals, the parties shall meet regularly
                    to review and discuss progress and resolve any issues.

          3.2.4     In the event that the Request calls for the Work of
                    Company and HP to be compatible, the parties shall
                    consult with one another and ensure that their respective
                    proposals meet such requirements.

          3.2.5     Company shall submit to HP its proposal, including
                    prices, at the agreed time and in the agreed format,
                    in the form of an irrevocable offer valid until the
                    latest date for acceptance of the Proposal by the
                    Customer, or any extension thereto agreed by HP and

          3.2.6     Company shall identify in its proposal any pre-existing
                    proprietary rights, and any reservations or restrictions
                    pertaining thereto, involved in its Work. The Proposal
                    shall clearly indicate any areas which the parties
                    consider to contain pre-existing proprietary rights,
                    and HP shall be responsible for notifying Customer of
                    any reservations or restrictions pertaining thereto.

          3.2.7     Each party shall use reasonable commercial efforts in the
                    preparation of a competitive Proposal and further shall
                    engage in any other reasonable activity which shall
                    result in the acceptance of the Proposal by Customer
                    and the award of the contract to HP.

          3.2.8     HP shall supply a copy of the Proposal, excluding
                    costing data and any material covered by third party
                    confidentiality obligations, to Company no later than
                    five (5) working days after its submission to Customer.

          3.2.9     If, after submission of the Proposal, Customer requires
                    changes to the Proposal, HP shall co-ordinate with
                    Company and submit any response. Company shall make
                    available at HP's request employees empowered to make
                    commitments in respect of the matters to be discussed.

          3.2.10    In the event Customer requires demonstrations or
                    prototypes prior to Company's execution of a subcontract,
                    Company will provide HP, at no charge, with the resources
                    necessary to meet Customer's request, solely for
                    demonstration purposes and as is commercially reasonable,
                    without transfer of any right, title or interest.


          3.2.11    HP will notify Company as soon as reasonably possible
                    of the receipt by HP of the written acceptance or refusal
                    by Customer of the Proposal.

3.3       SUBCONTRACT.

          3.3.1     In the event that the Customer accepts the Proposal and
                    approves the provision of all or part of the products
                    and performance of all or part of the services offered
                    by the Company, the parties will execute a mutually
                    agreed subcontract whereby Company will provide products
                    and services consistent with the commitments agreed upon
                    in the Proposal. The subcontract shall include those
                    provisions of the Prime Contract which by its terms are
                    require to be flowed down to the Company.

          3.3.2     The subcontract shall be negotiated between HP and Company
                    in advance of negotiation and execution of the Prime
                    Contract with the understanding that such subcontract
                    terms may need to be modified as a result of subsequent
                    negotiations between HP and Customer. The parties will
                    work in good faith to include such modifications in the

          3.3.3     In the event a mutually acceptable subcontract cannot
                    be negotiated and executed by the parties within a
                    reasonable period of time, and in any event within
                    thirty (30) days after notice of the award of the Prime
                    Contract, HP shall have the right upon ten (10) days
                    prior notice to Company to terminate the relationship
                    and to make other arrangements for the performance of
                    the Work to have been covered by the subcontract.

          3.3.4     The Company understands and agrees that HP may enter
                    into other arrangements with other individuals or
                    entities under which such individuals or entities
                    would serve as subcontractor to HP for other products
                    and/or services under the Proposal.

          3.3.5     This Agreement shall not be construed as precluding
                    either party from selling its standard commercially
                    available products and technology to competing bidders.


4.1      All intellectual property rights existing prior to the Effective
         Date of this Agreement shall belong to the party that owned such
         rights immediately prior to the Effective Date. Neither party shall
         gain by virtue of this Agreement any rights of ownership of
         copyrights, patents, trade secrets, trademarks or any other
         intellectual property rights owned by the other. If the parties
         decide to undertake any joint development pursuant to this
         Agreement, any such joint development shall be governed by a
         separate joint development agreement to be negotiated in good faith
         by the parties and executed prior to the commencement of any joint
         development efforts.

4.2      Neither party, without the express prior written consent of the other
         party, shall use the trademarks, service marks, proprietary words or
         symbols of the other party.

4.3      Nothing in this Agreement shall affect either party's right to use
         any trademarks, service marks or proprietary words or symbols of the
         other party to properly identify the goods or


          services of such other party to the extent otherwise permitted by
          applicable law or by written agreement between the parties.

5.        WARRANTY

5.1       The Sub-Contractor warrants that it has or will have the full power
          and authority to supply to HP for resale or sublicense to the
          Customer as the case may be all products, services and other
          assistance represented by it in the Proposal and will indemnify HP
          against any actions, claims, demands, liabilities, damages, costs
          and expenses arising out of a breach or claimed breach of this
          warranty or arising out of the Sub-Contractor's intentional or
          negligent acts or omissions under this Agreement, subject to 7.1.

5.2       The Sub-Contractor warrants that the products, services and other
          assistance to be provided will be as claimed in the Proposal and
          will be performed in accordance with its specifications whether
          published or not.

5.3       The Sub-Contractor warrants that each hardware, software and
          firmware product covered by the Agreement, is "Year 2000 Compliant".
          Year 2000 Compliant Products shall be able to accurately process
          date data (including, but not limited to, calculating, comparing and
          sequencing) from, into, and between the twentieth and twenty-first
          centuries, including leap year calculations, when used in accordance
          with the product documentation provided by the Sub-Contractor,
          provided that all listed or unlisted products (e.g. hardware,
          software, firmware) used in combination with such listed products
          properly exchange date data with it. If this Agreement requires that
          specific products must perform as a system in accordance with the
          foregoing warranty, then that warranty shall apply to those products
          as a system. The duration of this warranty and the remedies
          available for breach of this warranty shall be defined in, and
          subject to, the terms and limitations of the warranty contained in
          this Agreement, or of the Sub-Contractor's standard commercial
          warranties if no such contractual warranty exists. Nothing in this
          warranty shall be construed to limit any rights or remedies provided
          elsewhere in this Agreement with respect to matters other than Year
          2000 performance, except that the period of this Year 2000 warranty
          shall extend through December 31, 2000, notwithstanding any other
          warranty period specified in this Agreement.


6.1       During the term of this Agreement, either party may receive or have
          access to technical information, as well as information about
          product plans and strategies, promotions, customers and related
          non-technical business information which the disclosing party
          considers to be confidential ("Confidential Information"). In the
          event Confidential Information is to be disclosed, the parties shall
          first agree to disclose and receive such information in confidence.
          If then disclosed, the Confidential Information shall be marked as
          confidential at the time of disclosure, or if disclosed orally but
          stated to be confidential, shall be designated as confidential in a
          writing by the disclosing party


          summarising the Confidential Information disclosed and sent to the
          receiving party within 30 days after such oral disclosure.

6.2       Confidential Information may be used by the receiving party only
          with respect to the performance of its obligations under this
          Agreement or the Proposal, and only by those employees of the
          receiving party and its subcontractors who have a need to know such
          information for purposes related to this Agreement, provided that
          such subcontractors have signed separate agreements containing
          substantially similar confidentiality provisions. The parties shall
          not use the Confidential Information in violation of any federal or
          state securities laws. The receiving party shall protect the
          Confidential Information of the disclosing party by using the same
          degree of care (but not less than a reasonable degree of care) to
          prevent the unauthorized use, dissemination or publication of such
          Confidential Information, as the receiving party uses to protect its
          own confidential information of like nature.

6.3       The obligations stated in this Section 6 shall not apply to any
          information which is:

          6.3.1     Already known by the receiving party prior to disclosure.

          6.3.2     Publicly available through no fault of the receiving party.

          6.3.3     Rightfully received from a third party without a duty of

          6.3.4     Disclosed by the disclosing party to a third party without
                    a duty of confidentiality on such third party.

          6.3.5     Independently developed by the receiving party prior to or
                    independent of the disclosure.

          6.3.6     Disclosed under operation of law, provided however, that
                    upon issuance of any court or administration order or any
                    subpoena, the receiving party shall promptly notify the
                    disclosing part and shall provide the disclosing party
                    with an opportunity (if then available) to contest the
                    proprietary of such order or subpoena (or to arrange
                    appropriate safeguards against further disclosure by
                    the entity seeking to compel disclosure of such
                    Confidential Information.)

          6.3.7     Disclosed by the receiving party with the disclosing
                    party's prior written approval.





8.1       This Agreement shall come into force on the Effective Date and
          shall continue (unless terminated earlier) until both parties have
          fulfilled all of their obligations.

8.2       This Agreement shall automatically terminate upon the happening of
          one of the following events, whichever shall occur first:

          8.2.1     Written notice from Customer that it is cancelling
                    Request or Project.

          8.2.2     Written notice from Customer of award of the Prime
                    Contract to a firm other than HP.

          8.2.3     Written notice from Customer of award stating its
                    disapproval of the use of Company as a subcontractor
                    or direction to select someone other than Company for the
                    Work identified as Company's responsibility in the
                    Proposal or otherwise.

          8.2.4     Execution of a subcontract by and between the parties for
                    performance of portions of the Project.

          8.2.5     The expiration of a 12-month period from the date of this
                    Agreement; provided however, this Agreement may be
                    extended for one additional year by mutual agreement of
                    the parties to extend the Agreement.

          8.2.6     The insolvency, bankruptcy, reorganization under the
                    bankruptcy laws, or assignment for the benefit of
                    creditors of either party.

          8.2.7     Notice by HP that it is terminating the Agreement
                    pursuant to Section 3.3.3 above.

          8.2.8     Mutual agreement of the parties to terminate the

8.3       Either party may terminate this Agreement if the other party is in
          material breach of any of its obligations under this Agreement and
          fails to remedy the breach for a period of thirty (30) days after a
          written notice by the other party which specifies the material

9.        INDEMNITY

9.1       The employees of each party shall obey all rules and regulations of
          the other party while on the premises of the other party or the
          Customer, provided the party's employees have been informed of such
          rules and regulations.

9.2       Each party shall indemnify and hold harmless the other from and
          against all claims for:

          9.2.1     Damage to, or loss of use of, the property of third
                    parties to the extent that such damage is caused by the
                    negligent act or omission of the indemnifying party's
                    employees in connection with the performance under this
                    Agreement; and

          9.2.2     Injury or death of any person, to the extent that such
                    injury or death is caused by the negligent act or
                    omission of the indemnifying party's employees in
                    connection with the performance under this Agreement.



10.1      NO PUBLICITY.  Neither party shall publicize or disclose to any
          third party without the consent of the other party, either the
          terms of this Agreement or the fact of its existence and execution,
          except as may be necessary to comply with other obligations stated
          in this Agreement or as required by law or regulation.

10.2      NO JOINT VENTURE.  Nothing contained in this Agreement shall be
          construed as creating a joint venture, partnership or employment
          relationship between the parties hereto, nor shall either party
          have the right, power or authority to create any obligation or
          duty, express or implied, on behalf of the other.

10.3      NO ASSIGNMENT.  Except as provided in 2.3, neither party may assign
          any rights or obligations under this Agreement without the prior
          written consent of the other party.

10.4      FORCE MAJEURE.  Neither party will be liable for performance delays
          or for non-performance due to causes beyond its reasonable control.

10.5      NOTICES.  Any notice pursuant to this Agreement shall be given in
          writing and shall be deemed to have been properly given when
          personally delivered or mailed by certified or registered mail,
          postage pre-paid, addressed as follows:

          Company        :    HEWLETT-PACKARD SINGAPORE (SALES) PTE LTD

          Representative :    Rick Ng (Project Manager)

                              Hewlett Packard Consulting

          Company        :    Paul Devermann
          Representative :    ImageWare Software, Inc.

10.6      WAIVER.  Either party's failure to exercise any of its rights under
          this Agreement shall not constitute or be deemed to constitute a
          waiver or forfeiture of such rights.

10.7      SEVERABILITY.  If any term or provision of this Agreement is held
          to be illegal or unenforceable, the validity or enforceability of
          the remainder of this Agreement shall not be affected.

10.8      EXHIBITS.  The following document is attached hereto as an exhibit,
          the terms of which are incorporated by reference in their entirety:
          Exhibit A Work to be Provided by the Parties.

10.9      PRECEDENCE.  In the event of conflict between the provisions of
          this Agreement and any attached Exhibit, the provisions of this
          Agreement shall to the extent of such conflict take precedence.

10.10     SURVIVAL OF PROVISIONS.  Notwithstanding any other provisions of
          this Agreement, the provisions of paragraphs 5, 6, 7, 9, 10.1,
          10.12 shall expressly survive the termination of this Agreement.


10.11     ENTIRE AGREEMENT.  This Agreement and its exhibits constitute the
          entire agreement between HP and Company, and supersede any previous
          or contemporaneous communications, representations or agreements
          between the parties, whether oral or written, regarding the subject
          matter of this Agreement. The terms and conditions of this Agreement
          may not be changed except by an amendment signed by an authorized
          representative of each party.

10.12     APPLICABLE LAW.  This Agreement is made under and shall be construed
          in accordance with the law of the Republic of Singapore. The courts
          of Singapore have non-exclusive jurisdiction.

10.13     Any dispute arising out of or in connection with this Agreement,
          including any question regarding its existence, validity or
          termination, shall be referred to and finally resolved by
          arbitration in Singapore in accordance with the Arbitration Rules of
          the Singapore International Arbitration Centre ("SIAC Rules") for
          the time being in force which rules are deemed to be incorporated by
          reference into this clause.

[10.14    This Agreement may be executed in counterparts and by fascimile
          signature. Each counterpart, including a signature page executed by
          the parties, shall be an original counterpart of the Agreement, but
          all such counterparts shall constitute one instrument.]

Agreed under seal, as of the date set forth above.



By:    /s/ Alwi Hafiz                    By:    /s/ Paul Devermann
       ------------------------------           -------------------------
Name:  Mr. Alwi Hafiz                    Name:  Paul Devermann
       ------------------------------           -------------------------
Title: Country Manager, HP Consulting    Title: Vice President
       ------------------------------           -------------------------
Date:  30th April 1999                   Date:  April 19, 1999
       ------------------------------           -------------------------




Project CPIDS's key objective is to use the facial recognition technology for
the purpose of criminal investigation.

HP and Company will work together to submit a proposal of a facial
recognition technology based system to meet the Customer's requirements.

Company will be regarded as the solution and technology expert for facial
recognition solution, and will supply its facial recognition
products/components, with customized work to be performed by the Company.
These items must be integrated into the complete system to ensure a seamless
integrated solution. As the solution provider, the Company will provide the
necessary professional services to maximize the use of the facial recognition

Requirements for facial recognition will include 1-1 matching and 1-n matching
of a) scanned photo vs facial database and b) graphically constructed facial
image vs facial database. The facial database will be constructed from either
scanned photo or image captured using digital cameras.

Company will provide, either directly or through its relations with its other
partners, the expertise to incorporate value added components such as
graphics software for digitally constructing a photo-realistic facial image.
Photo aging is highly desirable. This is to replace the manual process of
photo-fitting. The constructed image will be submitted to the system for
facial recognition.

Company will work together with HP on the necessary components to enable the
database conversion (or construction) from card-based records to the proposed
system database.

Company will be the key contributor in a likely system benchmark to verify
the facial recognition accuracy. Company will be responsible for ensuring
that the system achieves the proposed facial recognition accuracy.

Company will work with HP in devising the appropriate system management
solution, using HP OpenView.

All components must be able to be integrated into a 3-tier client/server
web-based architecture. Expected operating systems for the facial recognition
engine is HP-UX 11 and/or WinNT 4.0. Expected client and application server
operating system is WinNT 4.0.

Please note, Unix will require a customized port of the technology. NT is no
problem today.