Sample Business Contracts

Memorandum of Understanding - Siemens Business Services SA and ImageWare Software Inc.

Sponsored Links


Between, on the one hand:

                     SIEMENS BUSINESS SERVICES S.A.,
                     CHAUSSEE DE CHARLEROI 116
                     B-1060  BRUSSELS

                     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

                     represented by:
                     PATRICIA RYAN

                     hereinafter referred to as IWS


     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.

Memorandum of Understanding            MOU V2.doc                     page 1/4





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

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

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


       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


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

Memorandum of Understanding            MOU V2.doc                     page 2/4



          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

       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).


       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.


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
          - 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,

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


       for the IWS:    Patricia Ryan

       for Siemens:    Frank Grognet

Memorandum of Understanding            MOU V2.doc                     page 3/4




       - English translation of the call for tender
       - Quality Assurance agreement model


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


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.

       /s/ Illegible                               /s/ Paul Devermann
                                                       Paul Devermann
                                                   Vice President
                                                   ImageWare Software

Memorandum of Understanding            MOU V2.doc                     page 4/4




Appendix (B) to sub-contracting contract n (CONTRACT_NUMBER)

BETWEEN Siemens Business Services s.a./n.v.
(hereinafter referred to as Siemens)
AND ImageWare Software
(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.

QUALITY ASSURANCE AGREEMENT             QAA-E1D1.DOC                  PAGE 1/1