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Sample Business Contracts

International Reseller Agreement - ImageWare Software Inc. and Intelligence and Strategic Processes Pty. Ltd.

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                            IMAGEWARE SOFTWARE, INC.

                       INTERNATIONAL RESELLER AGREEMENT

1.  GENERAL TERMS

    1.1   TERM OF AGREEMENT. This Agreement shall become effective on
          1st January 1999, and shall remain in force for one (1) year unless
          terminated or extended as provided below. Neither party is
          obligated to renew this agreement.

    1.2   APPOINTMENT. ImageWare Software, Inc. ("IWS") agrees to appoint
          Intelligence and Strategic Processes Pty. Ltd. ("ISP") as our
          exclusive RESELLER for ImageWare Software, Inc. software products
          and related services (the "Software"), and ISP accept this
          appointment. IWS authorizes ISP to License the Software only to end
          user customers ("Customers") within Australia and New Zealand.
          Other markets will be nominated on a case by case basis. ISP agrees
          to transfer the Software to customers only through the use of
          C.R.I.M.E.S.-Trademark- (Crime Reduction, Image Management and
          Enhancement System) Software License Agreement or related
          agreements.

    1.3   RESELLER Representation and Covenant.

          1.3.1   RESELLER represents and covenants that the Product(s)
                  purchased or licensed by RESELLER under this Agreement will
                  be resold or licensed to RESELLER's Customers only and
                  exclusively within a "Value-Added-Context" created by
                  RESELLER. A Value-Added-Context is created when one or
                  more of the following products and services is furnished
                  and/or delivered by RESELLER to the Customer along with,
                  and at the same time, the Product(s):

                  a)   Pre-Sale prospect needs analysis and system
                       definition/configuration;

                  b)   Turnkey computer systems;

                  c)   RESELLER's proprietary software and hardware products
                       that enable the use of the Product(s);

                  d)   RESELLER's integration of the Products(s) into the
                       Customer's existing computing environment.

          1.3.2.  RESELLER acknowledges and agrees that the prices for the
                  Product(s) in this Agreement are offered to the RESELLER in
                  consideration of the foregoing representation and covenant
                  being true during the term of this Agreement. Any resale of
                  Product(s) by RESELLER other than represented and
                  covenanted shall constitute a material breach of this
                  Agreement.

2.  RESELLER RESPONSIBILITIES

                  It is the Reseller's responsibility under this Agreement to:

                  a)   Comply with this Agreement;

                  b)   Deliver to the end user Customer all software
                       purchased by Customer, including all media,
                       documentation, and related materials;

                  c)   Make certain that every Customer understands and
                       accepts the Software License Agreement provided with
                       the Software;

                  d)   Make certain that IWS receives a copy of the signed
                       contract.

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                  e)   Work with the Customers, face to face, in a competent,
                       professional, and effective manner;

                  f)   Utilize best efforts to ensure that Customers are
                       satisfied and able to use the Software;

                  g)   Execute Confidentiality Agreement attached hereto as
                       Appendix B, and incorporated herein by this reference.

3.  RELATIONSHIP

    RESELLER is an independent contractor and not an IWS agent, partner, or
    representative. RESELLER has no power to bind IWS, or to change or vary any
    of IWS terms, conditions, warranties, or promises.

4.  PRODUCTS AVAILABLE UNDER THIS AGREEMENT

    IWS grants to RESELLER for the term of this agreement the right to
    license product(s) identified generally as C.R.I.M.E.S. and in more
    detail in the appendices. IWS may modify any product or may discontinue
    the supply of any product at any time only if it is also discontinued for
    all customers and distributors. IWS will use its best effort to notify
    RESELLER sixty (120) days prior to such discontinuance by registered mail.

5.  OWNERSHIP AND PROPRIETARY RIGHTS

    RESELLER acknowledges that all right, title, and interest in the Software
    is the property of IWS and its Licensors. RESELLER ACKNOWLEDGES THAT THE
    SOFTWARE IS COPYRIGHTED AND THAT YOU MAY NOT REPRODUCE ANY COPIES OF THE
    SOFTWARE. RESELLER is expressly prohibited from reverse engineering, or
    decompiling of the Software. RESELLER may not sublicense, assign, or
    transfer any of the rights relating to the use of the Software, except as
    expressly permitted in writing by ImageWare Software. RESELLER
    indemnifies and hold harmless IWS from and against any loss, liability,
    damage, or expense (including attorney's fees) incurred by RESELLER, as a
    result of any IWS breach of any of their obligations under this section,
    or under applicable copyright or intellectual property law.

6.  SOFTWARE RIGHTS

    For Product(s) which are themselves software, or which incorporate
    software in any form, and for which IWS provides software license terms
    as part of the Product documentation, RESELLER must:

                  a)   Operate and demonstrate those Product(s) only in
                       accordance with the software license terms;

                  b)   Convey to RESELLER's Customers the applicable software
                       license terms; and

                  c)   When applicable, obtain the Customer's signature on
                       software license Agreements and return the signed
                       license to:

                       ImageWare Software, Inc.

                       10883 Thornmint Road

                       San Diego, CA 92127

7.  TRADEMARKS AND SERVICE MARKS

"Marks" shall mean all trademarks, service marks, tradenames, logos of other
words identifying or used in connection with the Software. RESELLER
acknowledges that all Marks are and will remain our

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exclusive property. RESELLER agrees not to use the Marks in any advertising
or in any other way, except you may use the Marks to:

     a)  State that RESELLER is authorized to sell the Software and/or to
         provide services for the Software, as set forth in this Agreement;
         and

     b)  Refer to the Software items by their associated Marks, provided
         that such references are truthful and not misleading, and that
         RESELLER clearly identifies IWS as the owners of the Marks.

8.   WARRANTY AND LIMITATION ON WARRANTY

     8.1  WARRANTY/LIMITATION. IWS warrant all Software licensed by RESELLER
          under this Agreement in accordance with our standard written
          warranties, in effect at the time of sale.

          SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,
          EXPRESS OR IMPLIED, RESPECTING THE SOFTWARE AND ANY SERVICES
          PROVIDED BY IWS, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
          FOR A PARTICULAR PURPOSE.

          IWS SHALL HAVE NO OBLIGATION TO ANY END USER UNDER ANY WARRANTY
          GIVEN BY RESELLER, ITS AGENT OR ITS EMPLOYEES.

          IN NO EVENT SHALL IWS BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR
          INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
          PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND
          THE LIKE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE
          SOFTWARE, EVEN IF IWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
          DAMAGES.

          IN ANY EVENT, IWS LIABILITY (a) UNDER ANY PROVISION OF THIS
          AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, OR (b)
          FOR ANY DAMAGES CAUSED BY SOFTWARE OR DEFECT OR FAILURE IN
          SOFTWARE, OR (c) AIRING FROM A COURT OF ARBITRATION PANEL OF PROPER
          JURISDICTION HOLDING ANY OF THE ABOVE WARRANTIES OR DISCLAIMERS OF
          WARRANTIES INVALID, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY
          RESELLER TO IWS PURSUANT TO THIS AGREEMENT AND ARISING OUT OF THE
          TRANSACTIONS(S) GIVING RISE TO SUCH LIABILITY.

     8.2  INDEMNITY. RESELLER agrees to indemnify IWS and to hold it harmless
          from and against any loss, damage, claim or demand whatsoever
          arising out of RESELLER activities, including but not limited to,
          any express warranties or representations made by RESELLER, its
          agents or employees, which are not part of the written warranty and
          approved specification for the Software.

     8.3  REMEDY FOR DEFECTIVE SOFTWARE. RESELLER remedy from IWS under this
          Agreement for any breach of warranty or other claim of defect in
          the software shall be limited to, at IWS selection, either a credit
          to the RESELLER account of the corresponding original purchase
          price of the software, or replacement of the Software with charge
          for any applicable exchange fee.

     8.4  NO OTHER WARRANTY. RESELLER agrees that with respect to the
          Software, RESELLER will give and make no other or different
          warranty or representations as to quality, merchantability,
          fitness, or any other feature of the Software other than has been
          made in writing by IWS in our written warranty and software
          documentation.

9.   PRODUCT PROMOTION AND ADVERTISING

     RESELLER may use the trade names of IWS Product(s) in advertising that
     promotes IWS Product(s), provided that RESELLER agrees to comply and
     require its Customers to comply with

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     such advertising guidelines that IWS may issue from time to time and
     correct at RESELLER's own expense such materials that IWS determines to
     be objectionable or misleading. RESELLER shall provide to IWS for prior
     review and approval all advertising and promotional materials using such
     trade names.

10.  CONFIDENTIALITY

     RESELLER agrees not to disclose any confidential information that you
     receive from IWS, whether oral or written, or in other tangible form and
     that is identified by IWS as confidential or proprietary, to any
     employees who do not have a specific need to use such information, or to
     any other party, without IWS's prior written consent. All employees or
     other persons who receive IWS confidential information must be bound by
     a written agreement not to disclose such information to any other
     parties without our prior written consent.

11.  COMPETITION

     During the term of this agreement, RESELLER shall not distribute, sell
     or license products or technology of third parties that is similar to or
     competitive with the business of IWS unless authorized by IWS in
     writing.

12.  RENEWAL/TERMINATION OF THIS AGREEMENT

     12.1  This Agreement renews:

           a) if all terms and conditions are satisfactorily met by both
              parties in any current year, this agreement renews for a period
              of one additional year upon written consent by both parties.

     12.2  This Agreement terminates:

           a) ten (10) days after IWS notifies RESELLER of any material
              breach of any provisions of this Agreements; unless such breach
              is cured by you within ten (10) days of such notice; or

           b) automatically, if RESELLER is the subject of a proceeding in
              bankruptcy, placed in receivership, or enter into an
              arrangement for the benefit of RESELLER'S creditors.

     RESELLER may not assign this Agreement without written approval from
     IWS. Such consent may not be reasonably withheld. IWS may assign this
     Agreement and its interest in the Software to any party. This Agreement
     shall inure to the benefit of any successor of us.

     Neither party shall be liable to the other for any damages, losses or
     expenses related to the termination of this Agreement. RESELLER
     obligations to pay for Software delivered and to protect IWS
     confidential information continues after termination for a period of 24
     months.

13.  PRODUCT PRICING

     Product(s) purchased pursuant to this Agreement, shall as of the
     effective date of the Agreement, be priced in accordance with the price
     schedules in the Appendices. Product pricing is subject to revision in
     accordance with the provisions of Section 13 (Price Revisions) and the
     above identified Appendices of this Agreement. Pricing for specific
     customer system configurations will be on a customized basis.

14.  PRICE REVISIONS

     14.1  IWS reserves the right to increase the Product price of any
           Product upon ninety (90) days written notice to RESELLER by
           registered mail. Product(s) ordered by RESELLER prior to or during
           the ninety (90) day notification period will be invoiced in
           accordance with the price

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<PAGE>

           schedule in effect at the time such written notice is given if
           such Product(s) are to be shipped within ninety (90) days of the
           date of such notice or at IWS's convenience.

     14.2. Product ordered prior to or during the ninety (90) day
           notification period with a specified delivery date of more than
           thirty (30) days after the date of written notice or price
           increase, shall be invoiced at the increased price for the product.

     14.3. In the event of a price decrease, all Product(s) shipped to the
           RESELLER, on or after the date of IWS's written notice to
           RESELLER, will be invoiced at the decreased product price.

15.  ORDERS

     15.1. RESELLER shall issue purchase orders or changes to purchase orders
           by facsimile transmission, telephone, or by letter followed by
           written purchase orders. All forms of such orders shall state that
           the order is submitted pursuant to this Agreement and indicate
           product quantity, order number, price, ship to location and product
           description. Every order will be governed exclusively by the terms
           an condition of this Agreement and any conflicting term or
           condition set forth in any order form or IWS's acknowledge form
           shall have no force or effect except where mutually agreed upon in
           writing.

     15.2. No deliveries of Product(s) by IWS subsequent to the expiration or
           termination of this Agreement shall extend or renew this Agreement
           but RESELLERS's obligations to pay for Product(s) shall be
           governed by the Agreement terms and conditions.

16.  PAYMENT OF INVOICES AND TAXES

     16.1. Subject to credit approval by IWS, any purchase order will be paid
           in advance of shipment by wire transfer. In case of partial
           shipments, pro-rata payments shall become due in accordance with
           terms on each such shipment, or RESELLER may submit an Irrevocable
           Letter of Credit to IWS for its approval. RESELLER must submit a
           completed credit application, which IWS must approve for any other
           terms to apply.

     16.2. RESELLER must pay any applicable sales or use taxes, customs or
           duties, imposed under the authority of any federal, state or local
           taxing jurisdiction, so long as they are billed as a separate item
           on each invoice, unless RESELLER furnishes IWS with appropriate
           exemption certificates in advance of shipment.

     16.3. RESELLER shall be liable for any default in payments under this
           Section and shall make payment in full to IWS within ten (10) days
           of receiving notice of such default, subject to the provisions of
           Section 11 (Termination).

     16.4. Regardless of any prior approval of credit, IWS may modify the
           foregoing terms of payment by, including but not limited to,
           placing the account on a letter-of-credit basis, requiring full or
           partial payment in advance and suspending deliveries of Product(s)
           until RESELLER provides assurance of performance reasonably
           satisfactory to both parties and on mutually agreeable terms.

     16.5. Shipment is FOB, San Diego California

17.  RISK OF LOSS

     17.1. All risk of loss for copies of the Software shall pass from us
           to you at the time and place of delivery to you or the carrier for
           delivery to you, whichever occurs first.

18.  ARBITRATION

     18.1. Any disputes between us arising under this Agreement shall be
           resolved by submission to binding arbitration in accordance with
           the rules of the American Arbitration Associations.

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           The arbitration shall be held in San Diego, CA. The prevailing
           party in the arbitration shall bear the expenses in the
           arbitration preceeding, including reasonable attorney's fees,
           unless the arbitration determines otherwise. Judgment upon the
           award may not be entered in any court of competent jurisdiction.

19.  MISCELLANEOUS

     19.1. Entire Agreement. This written Agreement and any agreement
           incorporated herein constitutes the entire agreement between us
           with respect to the subject matters and supersedes all previous
           agreements between the parties, as well as all proposals, oral and
           written, and all negotiations, conversations or discussions between
           the parties related to these subjects. RESELLER acknowledges that
           it has not been induced to enter into this Agreement by any
           representations of statements, oral or written, except those set
           forth in this Agreement.

     19.2. Modifications. This Agreement may not be modified, except by
           written amendments signed by both parties.

     19.3. Conflicts. In the event that any of the terms of this agreement
           are in conflict with an applicable rule of law or statutory
           provision, such terms shall be deemed stricken from this
           Agreement, but shall not invalidate any other terms of this
           Agreement, and the Agreement shall continue in full force and
           effect.

     19.4. Terms Control. The terms of this Agreement shall control any
           conflicting or inconsistent standard terms or conditions on any
           purchase order or invoice of either party, notwithstanding any
           provision to the contrary in any such purchase order or invoice.

     19.5. Notices. Notice under this Agreement shall be deemed sufficient
           and effective upon receipt if given by: (a) certified mail,
           postage prepaid, return receipt requested, (b) FedEx, or (c)
           telefax. Notices will be addressed to the addresses set forth in
           this Agreement, or such other addresses as the respective parties
           may designated by like notice from time to time.

     19.6. Choice of Law. This Agreement is made and executed by us in San
           Diego, CA. RESELLER consents to the exercise of jurisdiction by
           the court of California, in connection with any dispute arising
           out of this contract which is not capable of being submitted to
           arbitration. The Agreement shall be governed by and construed in
           accordance with the laws of California. Any dispute submitted to
           arbitration in accordance with the Agreement shall be determined
           in accordance with the laws of California.

<TABLE>
<S>                                                      <C>
RESELLER                                                 IMAGEWARE SOFTWARE, INC.

By: Intelligence and Strategic Processes Pty. Ltd.       By:
    ----------------------------------------------           -------------------------

Name: Peter Harrington                                   Name: /s/ Paul Devermann
      ----------------------------                             -----------------------

Title: CEO                                               Title: Vice President
       ---------------------------                              ----------------------

Signature: /s/ Peter Harrington                          Signature: /s/ Paul Devermann
           -----------------------                                  ------------------

Date: 1st January 1999                                   Date: 1/1/99
      ----------------------------                             -----------------------
</TABLE>

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<TABLE>
<CAPTION>
                        DESCRIPTION
<S>                                                                       <C>
SOFTWARE (1 Off)
CCS Investigative WEB Software
CCS Investigative Display Software (Full)
CCS Capture Station software
Suspect ID
Crime Lab
Vehicle ID
Video Lineup Option (OZ Only)

Face ID software, server
1-10,000 records
10,001-100,000 records
100,001-250,000 records
250,001-500,000 records
500,001-1M records

>1,000,000    $.07 per additional record up to 500,000 less 10%
              $.05 per additional record up to 1,000,000 less 10%
              $.04 per additional record up to 2,500,000 less 10%
              $.03 per additional record up to 5,000,000 less 10%

Face ID software, client

CUSTOM SOFTWARE
Livescan Interface - File transfer (separate machines)                    T&M
Livescan Interface - File transfer (Single Machine dual application)      T&M
Livescan Interface - Full Integrated                                      T&M
Criminal History File Interface (COPS, LEAP, PROMIS...)                   T&M
National Filter Pass Through (NIST Import)                                T&M
Australian Conversion (field changes)                                     T&M
Data Import from Disparit Mug Vendor                                      T&M
>                                                                         T&M
Print Formats
On-site Project Management
Remote Project Management
Installation Services - Site Survey                                       ISP
Installation Services - Capture Station Install                           ISP
Installation Services - Investigative Station Install                     ISP
Installation Services - Custom Hardware Integration (one time fee)        ISP
IWS to Train ISP - Engineer
IWS to Train ISP - Installation
IWS to Train ISP - End User


SOFTWARE (15 Plus)
CCS Investigative WEB Software
CCS Investigative Display Software (Full)
CCS Capture Station software
Suspect ID
Crime Lab
Vehicle ID
Video Lineup Option (OZ Only)
Face ID software, client

SOFTWARE (50 Plus)
CCS Investigative WEB Software
CCS Investigative Display Software (Full)
CCS Capture Station software
Suspect ID
Crime Lab
Vehicle ID
Video Lineup Option (OZ Only)
Face ID software, client
</TABLE>