Memorandum of Understanding - Siemens Business Services SA and ImageWare Software Inc.
MOU - MEMORANDUM OF UNDERSTANDING
Between, on the one hand:
SIEMENS BUSINESS SERVICES S.A.,
CHAUSSEE DE CHARLEROI 116
B-1060 BRUSSELS
BELGIUM
represented by:
FRANK GRONET,
PORTFOLIO MANAGER,
hereinafter referred to as "Siemens"
and, on the other:
IMAGEWARE SOFTWARE, INC
10883 THORNMINT ROAD
SAN DIEGO, CA 92127
USA
represented by:
PATRICIA RYAN
hereinafter referred to as IWS
PURPOSE OF THE AGREEMENT:
Cooperation between the parties to prepare and send in a bid and the
execution of the project resulting therefrom, in response to a call for
offers for PHOTO LIBRARY PROJECT (PDF), which is to be/will be put out by
BELGIAN POLICE (Gendarmerie in French) and for which the date of submission
is 30/09/99.
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THE PARTIES AGREE AS FOLLOWS:
1. RESPONSIBILITIES
1. The responsibilities are defined as follows:
- Siemens shall be the principal contractor.
- IWS shall operate as Sub-Contractor to Siemens.
2. Each of the parties shall carry its own share of the costs involved in
drawing up and submitting the offer. Each party shall, however, at its
own expense, make available to the other party's personnel who are
working jointly on the offer adequate space for offices, infrastructure
and such facilities as may be properly regarded as being a necessary part
of office equipment.
3. Regardless of any provisions or conditions elsewhere in this
document, neither of the parties shall be held liable by and to the
other for any injury, whether direct or indirect, specific or general,
economic or moral, or any loss of income, without any limitation,
regardless of whether the other party has or has not been informed of
the probability of such injury or loss.
4. Siemens shall forward a copy of the significant pages of the call
for offers to IWS.
5. The parties acknowledge the importance of achieving the highest
possible level of compliance with the specifications given in the call
for offers. IWS shall make every reasonable and possible effort on the
commercial level to accept said call for offers and all the conditions
mentioned in it, including the operational specifications and legal
requirements.
6. The parties are aware of the importance of optimising the budgetary
implications of their contribution to the project and will,
consequently, make every effort to reduce costs and margins to enhance
the added value of their respective contributions to the solutions
proposed.
7. IWS shall forward to Siemens an offer and a project plan - for which
the specifications are given in an appendix - which contains a
description of his own contribution to the project, IWS shall submit his
final offer and project plan not later than a week before the deadline
set for the delivery of the submission to Belgian Police in compliance
with the provisions set out in the call for offers.
8. Before Belgian Police reaches a decision on the award of the
contract, a Quality Assurance agreement - of which a model is appended -
shall be signed between the two companies regarding the measures to be
taken into account to guarantee the level of quality required in the
execution of the project.
9. Siemens shall forward the submission to the Belgian Police, conduct
the negotiations for the award of the contract and, if it seems
necessary to them, invite the IWS also to attend the discussions.
10. The two companies shall sign an agreement on confidentiality and
intellectual property before the Belgian Police decides upon the award
of the contract, covering the manner of dealing with their respective
intellectual property rights over the information and the titles which
to be claimed by each party to the systems created by their development
work.
2. EXCLUSIVITY
Relations shall be non-exclusive, with each company retaining the
right to submit an alternative offer with other partners. However, to
avoid any undertaking which might involve a conflict of interest, both
parties agree to keep each other informed of any situation which might
involve other partners. Nevertheless, Siemens wants to be considered as
preferred partner i.e. full support of IWS in customer relations,
presenting Siemens as preferred partner to Belgian Police, better
prices,...
3. SERVICES
1. IWS shall offer the following types of services, taking account of
the conditions set out below:
a. the results of the services offered should comply with the
requirements specified by Belgian Police (in application of
clause 1.5). The services provided shall include a complete technical
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turn-key solution covering all the technical aspects of the PDF
project described in the tender (analyse, design, implementation,
installation, software delivery, maintenance). Siemens will be
responsible for the Project Manager and the customer relationship
as well as the hardware delivery and installation based on IWS
recommendations.
b. IWS shall supply these services as specified in the provisions and
conditions set out in the call for offers (in application of clause
1.5)(back-to-back condition).
c. IWS shall offer said services at competitive prices considering
Siemens as preferred partner.
2. IWS shall make available to Siemens all information which might
reasonably be required in the performance of the tasks to which they
contribute in preparing the offer.
3. IWS shall make available to Siemens the technical documents needed to
enable those of their staff concerned to carry out their tasks in the
preparation and dispatch of the submission (e.g. calculations of
performance and capacity).
4. EXCHANGE OF INFORMATION
The two companies shall exchange between themselves the technical and
commercial information needed to prepare the bid (e.g. performance,
calculations of capacity and prices). This also covers all possible
remarks (e.g. about performance, functions) needed to facilitate full
cover of the services and products requested by Belgian Police.
5. FROM THE TIME WHEN THE CONTRACT IS AWARDED TO SIEMENS AND IWS
1. Subject to the reservation that Siemens may terminate work on
preparing the bid in cooperation with IWS not more than 15 days after
Belgian Police has decided to entrust the project to Siemens, Siemens
and IWS shall sign a subcontracting contract. Said contract shall
refer to the call for offers, the final offer and the project plan
submitted by IWS to Siemens (in application of clause 1.7.) and any
new elements (jointly agreed) which emerge during the negotiations
with Belgian Police.
SBS reserves the right to terminate at any time the present M.O.U. by
written notice to IWS, whenever a new element arises that encumbers
the set going co-operation.
2. Definition of responsibilities in the project:
a. Siemens shall be responsible for the project as a whole. IWS
shall be responsible for the technical solution.
b. Siemens shall also be responsible for the following specific areas:
- Project Management for the undertaking as a whole.
- Maintenance for the hardware provided based on the IWS
recommendations;
- First level support of the project (to be defined).
c. IWS shall be responsible for the following specific areas:
- Project Leading for those technical parts of the project for
which it is responsible.
- Complete technical turn-key solution covering all the technical
aspects of the PDF project described in the tender (analyse,
design, implementation, installation, software delivery,
maintenance).
3. IWS agrees to deposit the Source Code of the software at a Belgian
Escrow agent, within 30 days after written notice by SBS, with copy to
the Escrow Agent of its election to have the Source Code deposited in
Escrow
6. THE CONTACTS AT EACH OF THE PARTNERS ARE:
for the IWS: Patricia Ryan
for Siemens: Frank Grognet
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7. APPENDICES
- English translation of the call for tender
- Quality Assurance agreement model
8. PERIOD OF VALIDITY
1. This Memorandum will remain in effect:
- until Siemens sends an order to IWS
- until the date when Belgian Police awards the contract if it is
not awarded to Siemens
- until the 01/04/2000 at the latest
- until Siemens decides to cancel the preparation of the bid in
cooperation with IWS.
2. The period of validity of this agreement can be extended by common
agreement.
9. LAWS APPLICABLE - JURISDICTION
1. This agreement is governed by Belgian law.
2. Except in the event the other party doesn't agree, any dispute
concerning the validity, the interpretation or the execution of the
present MOU shall be definitively settled in accordance with the rules
of Cepani, by three arbitrators appointed in accordance with these
rules. The place or arbitration shall be Brussels. The language of
the proceedings shall be Dutch and/or English. The applicable law
shall be exclusively the Belgian Law. Besides the event of
arbitration, the Belgian courts are exclusively competent.
SIEMENS BUSINESS SERVICES S.A.. IMAGEWARE SOFTWARE, INC
/s/ Illegible /s/ Paul Devermann
Paul Devermann
Vice President
ImageWare Software
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SIEMENS BUSINESS SERVICES S.A./N.V. PROJECT "PROJECT NAME"
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MODEL
QAA - QUALITY ASSURANCE AGREEMENT FOR SUBCONTRACTING
Appendix (B) to sub-contracting contract n (CONTRACT_NUMBER)
dated (CONTRACT_DATE):
BETWEEN Siemens Business Services s.a./n.v.
(hereinafter referred to as Siemens)
AND ImageWare Software
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(hereinafter referred to as Sub-Contractor)
The Sub-Contractor agrees to apply all the quality assurance (QA) measures
mentioned below and to produce proof of their effective application to
Siemens on their request. Any divergence from the rules thus established
must be approved in writing by Siemens.
1. The Sub-Contractors quality system must comply with the requirements
of (OTHER STANDARD). The Sub-Contractor shall produce proof of such
compliance by submitting a certificate issued by an accredited body or
a formal declaration by the Sub-Contractor. In this latter case
Siemens shall be authorised to proceed to an evaluation of the quality
system installed by the Sub-Contractor to verify its compliance with
the standards required by ISO 9001.
2. By accepting this document, the Sub-Contractor confirms that the
activities involved in its execution shall be conducted according to a
specific Project Plan/Quality Assurance Plan developed for the project
concerned. Said PP/QAP shall also be presented in such a way as
comply on every point with the (SUB-CONTRACTOR'S QUALITY ASSURANCE
SYSTEM) for subsequent submission to Siemens for approval.
3. The Sub-Contractor agrees to appoint a representative (QAR) to be
responsible for quality assurance. It shall be his responsibility to
ensure the effective application of all measures having to do with
quality assurance. Said representative shall be granted all necessary
independence and authority to carry out this task.
4. The activities covered by the Offer are deemed to have been accepted
when the supplies it indicates have been furnished in the form
specified and accepted by Siemens and the Client. All reports of
errors or faults must consequently be closed out with the agreement of
all the parties concerned.
5. The supplies to be delivered are the property of Siemens and shall,
consequently, be so identified. The indications appearing in
identification marks affixed to all supplies shall include name,
version and, if appropriate, the identification given in the
description of the configuration of the group of supplies.
6. A certificate of compliance attesting that the supplies meet the
design specifications and contractual requirements, shall be attached
to supplies on delivery. Proof of such compliance shall be
substantiated by inspections and final tests.
7. The Sub-Contractor agrees to allow a representative of Siemens and/or
an authorised representative of the Client access to the premises
where the project is executed. In such case, said representatives
shall be given an opportunity to check the application of QA measures
and verify their practical efficacy. They shall be permitted to
participate in checks, trials and reviews.
[8. Siemens representatives may carry out acceptance tests of the group of
supplies. Consequently, it is advisable to prepare specifications for
such tests and submit them to Siemens for acceptance in compliance
with the deadlines set in the PP/QAP. Siemens shall give 10 notice of
the date of such acceptance tests. Reports on checks, trials and
final reviews and other relevant documents shall be submitted to
Siemens before acceptance tests begin.]
9. Clients shall accept supplies in the manner agreed between Siemens and
the Client. The Sub-Contractor agrees to draw up specifications for
said acceptance.
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