Sample Business Contracts

Teaming Agreement - PRC Inc. and ImageWare Software Inc.

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                           TEAMING AGREEMENT

     THIS AGREEMENT, made as of 11-5, 1998 by and between PRC Inc., a
corporation with a place of business at 1500 PRC Drive, McLean, Virginia,
22102, hereinafter referred to as PRC, and ImageWare Software, Inc., a
corporation with a place of business at 10833 Thornmint Road, San Diego, CA
92127, hereinafter referred to as Teammate.


     WHEREAS, the Las Vegas Metropolitan Police Department (LVMPD) has issued
a Request for Proposal (RFP #0501-98) for their POSITIVE IDENTIFICATION AND
INFORMATION MANAGEMENT SYSTEMS, hereinafter referred to as the Program; and

     WHEREAS, the above parties each have unique capabilities which are
complementary and which are not independently available within either of
their respective companies; and

     WHEREAS, the above parties wish to enter into this Agreement in order to
develop the best management and technical approach to the Program to be
procured by the LVMPD;

     NOW, THEREFORE, the parties hereby agree as follows:

     1.     SCOPE OF EFFORT


                  During the term of this Agreement, PRC as Prime Contractor
shall submit a proposal for the Program and will include Teammate as
subcontractor for its work as delineated in Exhibit A. Teammate shall use its
best efforts to assist PRC in submitting the proposal and securing the
Program through its endeavors in the areas of work described in the attached
Exhibit A as follows:  Teammate will cooperate with PRC (i) to provide such
assistance as may be required during the pre-proposal, proposal and
post-proposal stages, (ii) to furnish proposal material including
manuscripts, graphic material and cost and pricing data backup information as
appropriate, (iii) to assure availability of management and technical
personnel, and (iv) to submit management, technical and cost proposal
materials and proposal clarifications within the time frames requested by
PRC. PRC will identify Teammate as a proposed subcontractor and contributor
to the proposal effort in both the proposal and in communications with the
LVMPD and identify the areas of work attributable to Teammate as set forth in
Exhibit A. PRC will keep Teammate informed of communications with the LVMPD
relating to the areas of work attributable to Teammate. It is understood that
PRC shall be the sole contact with the LVMPD in the performance of this




                  If PRC consummates a prime contract for the Program, PRC
will subcontract with Teammate that portion of the work as described in
Exhibit A, provided a reasonable subcontract may be negotiated, and provided
the LVMPD Contracting Officer approves or does not disapprove such a
subcontract. Immediately following award to PRC of the Program prime
contract, PRC and Teammate agree to commence good faith negotiations of a
subcontract which shall include: (i) required terms and conditions as are
contained in the prime contract, (ii) applicable statutes or regulations
required to be included in subcontracts and (iii) other terms and conditions
as may be mutually agreed upon. It is anticipated the subcontract type will
be FIRM FIXED PRICE or, as mutually agreed upon. In the event mutually agreed
upon contracting method, price, and terms and conditions cannot be negotiated
by the parties within a reasonable time, and in any event within three (3)
months from award of the prime contract to PRC, PRC shall have the right to
enter into subcontracts with other business entities for the performance of
work which was to have been covered by the above referenced subcontract; this
right is in addition to other rights PRC may have hereunder or under
applicable law and when exercising this right PRC shall be without further
obligation to Teammate.


            For the term of this agreement, PRC and Teammate mutually agree
that Teammate will team exclusively with PRC with regard to the Program, and
will not collaborate with any other business entity regarding this Program.


            The party receiving the information described below shall be
hereinafter referred to as the receiving party and the party furnishing the
information the transmitting party. The receiving party agrees to keep in
confidence and prevent the unauthorized disclosure to any person or persons
outside its organization, and agrees further not to use for a purpose other
than for which furnished (and then only with appropriate restrictions
governing its use), any and all data and information including all data and
information previously furnished by the transmitting party relating to the
subject areas of expertise of the transmitting party to which the Program
pertains. This includes all data and information which is designated in
writing, or by appropriate stamp or legend, by the transmitting party to be
of a proprietary nature. The receiving party shall not be liable for
unauthorized disclosure of any such data or information if the same:

            (a)   is in the public domain at the time it was disclosed; or

            (b)   is known to the receiving party at the time of receipt; or

            (c)   is disclosed inadvertently despite the exercise of the same
degree of care as the receiving party takes to preserve and safeguard its own
proprietary information, provided also that any person having access to such
information shall be advised of the contents of this Agreement; or

            (d)   is disclosed with a written approval of the transmitting
party; or


         (e)  was independently developed by the receiving party; or

         (f)  becomes known to the receiving party from a source other than
the transmitting party who is legally entitled to such information without
breach of this Agreement; or

         (g)  was not identified in writing, or by application of the
appropriate identifying stamp or legend, as proprietary information subject
to this Agreement; or

         (h)  is disclosed more than (3) years after it was first received
under this Agreement.

         Each party shall designate in writing the individual or individuals
authorized to receive proprietary information under this Agreement and either
party may change its designation by written notice to the other.


             To the extent the obligations of the parties hereunder require
the handling or the access to classified U.S. Government security
information, the same shall be subject to the requirements of the Department
of Defense, Industrial Security Manual for Safeguarding Classified

         5.  TERMINATION

             This Agreement and all rights and duties hereunder, except those
under paragraph 3, above, cease and terminate upon the first to occur of the
following events:

             (a)  in the event PRC is awarded a prime contract for the
Program, the disapproval of the PRC subcontract to Teammate or direction by
the LVMPD to utilize a subcontract source other than Teammate for a
substantial portion of the work described in Exhibit A for the Program.

             (b)  the award of a prime contract for the Program to other than

             (c)  the failure of the LVMPD to award a prime contract as
contemplated by this Agreement within two (2) years from the date hereof.

             (d)  mutual consent of both parties by execution of a recision

             (e)  the expiration of two (2) years from the effective date of
this Agreement unless: (i) it is extended by mutual agreement of the parties,
or (ii) PRC obtains a prime contract as contemplated herein.

             (f)  the failure of the parties to consummate a subcontract
within three (3) months of the award of a prime contract as contemplated


             (g)  the award of a subcontract to Teammate as contemplated by
this Agreement.

             (h)  PRC decides not to submit a proposal for the Program.

             (i)  during the term hereof it is determined that either party
is ineligible to receive an award (e.g. Consolidated List of Debarred,
Suspended and Ineligible Contractors or Conflict of Interest-FAR 9.505-3).


             During the performance of this Agreement, the following shall
apply with respect to patentable inventions:

             (a)  no license, express or implied, shall inure to the other
participating party under any trademark, patent or copyright, as a result of
such trademark, patent or copyright having now issued or hereafter being
granted to one of the parties for efforts or activities made exclusively by
its employees.  It is understood that each party will use its best effort to
convey information to the other party which is clear of third party rights,
however, none of the information which may be submitted or exchanged by the
parties shall constitute any representation, warranty, assurance, guarantee
or inducement by either party to the other with respect to the unknown or
unasserted infringement of trademark, patents, copyrights or any right to
privacy, or other rights of third persons.

             (b)  rights to file patent applications and rights in, and
reporting of said inventions, applications and patents issued thereon in all
countries shall be subject to the provisions of the Patent Rights clause in
the LVMPD prime contract or subcontract, as the case may be, with the party
whose employee(s) solely made such invention.

             (c)  in the case of inventions made jointly by one or more
employees of both parties hereto, each party shall have an equal undivided
one-half interest in and to such joint inventions, as well as in and to
patent applications and patents thereon in all countries, subject to rights
conveyed to the LVMPD under the Patent Rights clause of the prime contract
with the LVMPD.

             (d)  in the case of such joint inventions, where both parties
wish to protect their rights therein, the right to file patent applications
in any country, subject, however, to the provisions of the said Patent Rights
clause of said prime contract, shall be determined by mutual agreement of the
parties.  In the event the parties are unable to agree, such application(s)
shall be filed jointly.

             (e)  the expenses for preparing, filing, and prosecuting each
application, and for issue of the respective patent shall be borne by the
party which prepares and files the application.  The other party shall
furnish the filing party or the LVMPD, as the case may be, with all
documents, or other assistance that may be necessary for the filing and
prosecution of each application at the expense of the filing party.  In the
case of joint filing, each party shall bear its own expenses.


             (f)  in the case of joint inventions where one party does not
wish to participate in the filing of a patent application, the party which
files the application shall, prior to filing, request the other party to
indicate whether it will agree to pay one-half of such fees and expenses of
filing.  If, within sixty (60) days of receiving such request, the non-filing
party fails to assume in writing the obligation to pay its proportionate
share of such fees and expenses, or if either party subsequently fails to
continue such payments, the non-filing party shall after sixty (60) days of
demand for payment from the filing party, forfeit to the filing party its
share of the title to such application and payment, provided the filing party
continues its payments.

         7.  EXPENSES

             Except as otherwise set forth herein, or as may be mutually
agreed by the parties, and except for the compensation which may be paid to
the parties in accordance with any such contracts and subcontracts, each
party shall bear all of its own expenses incurred in connection with the
Program referred to herein.

         8.  PUBLICITY

             No publicity or advertising regarding any proposal or contract
under the Program or relating to this Agreement shall be released without
prior approval of PRC, except that this Agreement may be made known to the


             This Agreement shall not constitute, create, or in any way be
interpreted as a partnership, joint venture or formal business organization
of any kind.

         10. ASSIGNMENTS

             Neither party may assign or transfer its interest herein without
the prior written consent of the other.  This approval requirement shall not
apply to the assignment to any successor corporation in the event of a merger
or consolidation.  Any consent required shall not be unreasonably withheld.


             The parties shall comply with all applicable federal, state and
local laws and regulations including Executive Orders of the President of the
United States.


             Neither party shall be liable to the other for any indirect,
incidental, special or consequential damages, however caused, whether as a
consequence of the negligence of the one party or otherwise.


         13.  SEVERABILITY

              If any provision of this Agreement or part of such provision is
or becomes invalid or unenforceable, then the remaining provisions hereof
shall continue to be effective.

         14.  WAIVERS

              No waiver by a party of any of its rights or remedies shall be
construed as a waiver by such party of any other rights or remedies that such
party may have under this Agreement.

         15.  DISPUTES

         (a)  GOOD-FAITH NEGOTIATIONS.  If any dispute arises under this
agreement that is not settled promptly in the ordinary course of business,
the parties shall seek to resolve any such dispute between them, first, by
negotiating promptly with each other in good faith in face-to-face
negotiations.  If the parties are unable to resolve the dispute within 20
business days (or such period as the parties shall otherwise agree) through
these face-to-face negotiations, then any such dispute shall be resolved in
the following manner.

         (b)  EXCLUDED CAUSES.  If the only dispute relates to unpaid fees,
costs or other charges, the party owed the money may commence legal action in
court for outstanding moneys due under this Agreement.

         (c)  BINDING ALTERNATIVE DISPUTE RESOLUTION.  Any remaining dispute
arising under this Agreement shall be resolved by using alternative dispute
resolution (ADR) procedures, which can hopefully avoid or reduce the acrimony
resulting from adversarial litigation.  If the efforts through face-to-face
negotiations in paragraph 1, above, are not successful, the parties will
initiate a mini-trial (ADR) process with selection of a neutral advisor, who
will schedule a mini-trial to occur approximately 30 business days after the
selection of the neutral advisor.  The neutral advisor will introduce an
impartial opinion approximately 15 business days after completion of the
mini-trial.  Throughout the ADR process, the neutral will provide an element
of mediation with the goal of having the parties resolve the dispute without
issuance of the impartial opinion.  However, if the parties do not reach
agreement, the impartial opinion rendered by the neutral advisor will be
binding and judgment upon that opinion may be entered in any court having
jurisdiction thereof.  The parties may elect to use an arbitration/mediation
service which specializes in timely ADR, such as ENDISPUTE or the Judicial
Arbitration and Mediation Services, Inc.  All expenses such as the cost of
the neutral advisor or the hearing facility will be shared equally.

         16.  ENTIRE AGREEMENT

              This Agreement contains the entire Agreement between the
parties with respect to the Program and supersedes any previous
understanding, commitments, or agreement, oral or written.  This Agreement
shall not be amended nor shall any waiver of any right hereunder be
effective, unless set forth in a document executed by duly authorized
representatives of both Teammate and PRC.  The laws of the Commonwealth of
Virginia shall govern the validity, construction, scope and performance of
this Agreement.



              During the period that this Agreement is in force and
throughout the period of performance of any resultant contract or subcontract
arrangements, including extensions or modifications thereto, the parties
hereto agree that neither shall solicit for employment, any technical or
professional employees of the other assigned to work on the
contract/subcontract, without the prior written agreement of the party whose
employee is being considered for employment.

              IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be duly executed on the date noted above.


By    /s/ S. James Miller, Jr.

Name  S. James Miller, Jr.

Title Chairman and CEO

Date  Nov. 9, 1998



Name  David A. Capizzi

Title Vice President - Procurement

Date       11/9/98


                                EXHIBIT "A"

                             STATEMENT OF WORK


                             IMAGEWARE SOFTWARE

This Exhibit A specifies the work share and roles and responsibilities
between PRC and ImageWare during the proposal and post award phases of the
Las Vegas Metropolitan Police Department Positive Identification and
Information Management System (LVMPD).  As an exclusive subcontractor to PRC,
ImageWare agrees to provide the support specified herein to help PRC in
submitting a successful bid in response to the LVMPD solicitation.  If
awarded the LVMPD contract, PRC agrees to negotiate in good faith, a
subcontract to include responsibility for the functional areas contained


During the proposal development phase, ImageWare will provide accurate and
timely response to PRC requests for information required for the LVMPD
proposal.  Proposal support will include providing such input as, past
performance data, resumes, cost data, technical capabilities and designs,
management processes, practices, and procedure definitions,etc. If tasked by
PRC, ImageWare will complete specific writing assignments relevant to their
areas of expertise and work assignment areas. If tasked by PRC, ImageWare
will provide senior technical and management personnel to participate in key
proposal reviews such as the Blue Team and/or Red Team. ImageWare are
expected to participate in the proposal development activity to the maximum
extent possible, consistent with its work areas and assigned areas of lead


As a core team member of PRC's LVMPD team, ImageWare will support the LVMPD
program with general expertise across the full spectrum of the program as
requested by PRC. Assuming a successful proposal, PRC agrees to allocate work
share to ImageWare as described in paragraphs 3.1. Additionally, PRC will
consider ImageWare participation in other tasks for which ImageWare is
interested and qualified.


ImageWare will be assigned responsibility in the functional areas listed
below. These functional areas are based on the functional content of the
LVMPD RFP, and may be subject to change given final negotiation of the LVMPD

-   PHOTO ID CARD PRINTER SYSTEM: ImageWare shall provide the hardware and
    software for the ID Card Printer System, which will generate the inmate ID
    cards and user defined ID badges, as detailed in section of the

-   BARCODE BRACELETS: ImageWare shall provide the capability of creating
    barcode wristbands for use during the Booking Operations as detailed in
    section of the LVMPD RFP.


-   MUGSHOT IDENTIFICATION FUNCTIONS: ImageWare shall provide an automated
    on-line storage, access retrieval and update capability for digitized color
    mugshot and photo images, as detailed in section of the LVMPD RFP.

-   AUTOMATED FACIAL RECOGNITION SOFTWARE: ImageWare shall provide an optional
    modular component, and automated facial recognition capability, that will
    provide the capability to automatically compare surveillance photographs to
    the photo mugshot database and to identify matching photographs in the
    database as detailed in section 2.2.1 and of the LVMPD RFP.

-   PHOTO IMAGE CAPTURE WORKSTATION: ImageWare shall provide the hardware and
    software for the photo image capture workstation which shall be a standard
    workstation with an integrated Photo Capture Subsystem, as detailed in
    section of the LVMPD RFP.

-   PHOTO CAPTURE SUBSYSTEM: ImageWare shall provide the hardware and software
    components for the PhotoCapture Subsystem as detailed in section
    of the LVMPD RFP.

    provide all of the Record Retrieval & Display Capabilities detailed in
    section of the LVMPD RFP. ImageWare shall provide an Mugshot
    Investigations Software Package which will provide special purpose
    interactive search and mugshot analysis tools as detailed in section of the LVMPD RFP.

-   ImageWare shall also provide any required support in documentation,
    training, development, installation, and maintenance services for those
    areas of responsibility detailed above.