Exhibit 10.1
MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT ("Master Agreement") is made as of October
3, 2005 by and between Edentify, Inc., with its principal place of business at
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Edentify"),
and Seisint, Inc., with its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Seisint").
WHEREAS, Edentify wishes to engage Seisint to perform certain services in
connection with Edentify's ongoing activities to assist its customers in
connection with the detection and prevention of fraud; and
WHEREAS, Seisint wishes to perform such services in accordance with the
terms and conditions of this Master Agreement (and any Schedules entered into
concurrently with or subsequent to this Master Agreement);
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto do
hereby agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, all capitalized terms will have the meaning
ascribed to them as follows or as otherwise set forth in this Agreement:
1.1 "AGREEMENT" means the Master Agreement and any SOW attached as a Schedule
to the Master Agreement, each of which is incorporated into and made a
part of this Agreement.
1.2 "AFFILIATES" means with respect to any person or entity, any other person
now existing or existing in the future, that directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with that person or entity.
1.3 "CHANGE OF CONTROL" means the purchase, merger or other transaction
regarding a Party whereby a third party assumes control of such Party. For
purposes of this definition, "control" shall mean the ability to direct
the management or policies of a Party by ownership, contract or otherwise.
1.4 "CONFIDENTIAL INFORMATION" includes (without limitation) the Seisint
Databases, Intellectual Property of the Parties, the data provided by
either Party to the other in connection with performance of this
Agreement, information regarding each Parties' business processes, methods
and plans, any business or technical information of a Party or its
customers, including but not limited to any information relating to a
Party's or its customers' product plans, designs, costs, finances,
marketing plans, business opportunities, personnel, research, development
or know-how. Confidential Information does not include information which
(i) is already known by the recipient, (ii) becomes, through no act or
fault of the recipient, publicly known or available, (iii) is received by
recipient from a third party without a restriction on disclosure or use,
(iv) is independently developed by recipient without reference to the
Confidential Information or (v) is required to be disclosed as a result of
legal process or government regulation.
1.5 "DERIVATIVE" means a revision, modification, translation, abridgment,
condensation, expansion or any other form in which pre-existing works of a
Party may be recast, transformed, or adapted.
1.6 "EFFECTIVE DATE" means the date, as first set forth, of this Master
Agreement or any SOW, as
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applicable.
1.7 "FEES" means the charge owned by Edentify to Seisint for Services rendered
in accordance with an SOW.
1.8 "EDENTIFY MARKS" means all corporate names, domain names, trademarks,
service marks and logos owned by Edentify.
1.9 "INTELLECTUAL PROPERTY" means all (a) patents, (b) trademarks, service
marks, domain names, trade dress, logos, trade names and corporate names,
(c) copyrights, (d) computer software and data, (e) trade secrets and
confidential business information, whether patentable or un-patentable and
whether or not reduced to practice, know-how, manufacturing and production
processes and techniques, research and development information,
copyrightable works, financial, marketing and business data, pricing and
cost information, business and marketing plans and customer and supplier
lists and information, (f) applications and registrations related to any
of the foregoing, (g) other proprietary rights relating to any of the
foregoing, and (h) copies and tangible embodiments thereof.
1.10 "MARKS" means the Edentify trademarks and service marks, or the Seisint
trademarks or service marks, as applicable.
1.11 "MASTER AGREEMENT" means this Master Services Agreement. The Master
Agreement's terms and conditions shall be controlling and shall supersede
where applicable conflicting terms and conditions as may be contained in
an SOW, unless specifically noted in an SOW that such conflicting terms or
conditions as may be contained therein control.
1.12 "PARTIES" means both Edentify and Seisint collectively.
1.13 "PARTY" means either Edentify or Seisint individually.
1.14 "SCHEDULE" means the documents attached to the Agreement and signed by the
Parties, if any, delineating Services to be provided by Seisint and the
duties of Edentify in connection with those Services.
1.15 "SCOPE OF WORK (SOW)" means the Services as described in the Schedules to
this Master Agreement. Each SOW shall be in addition to the terms and
conditions of the Master Agreement.
1.16 "SEISINT DATABASES" means the databases Seisint maintains or accesses
during the performance of the Services set forth in an SOW.
1.17 "SEISINT MARKS" means all corporate names, domain names, trademarks,
service marks and logos owned by Seisint.
1.18 "SERVICES" means the work or functions performed by Seisint as described
in each SOW.
1.19 "TERM" means the length of time wherein this Master Agreement or an SOW
shall remain in full force and effect, unless earlier terminated as a
result of a breach of this Master Agreement or an SOW. If an applicable
SOW's Term is longer than the Term of this Master Agreement, then the Term
of this Master Agreement shall be automatically extended to run
contemporaneously with the Term of such SOW.
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2. SEISINT OBLIGATIONS
Seisint shall provide to Edentify the Services described in each duly executed
SOW. Seisint will, unless otherwise noted in a particular SOW, be responsible
for configuring its hardware and software in order to facilitate the
performance of its respective obligations under this Agreement and each SOW.
3. EDENTIFY OBLIGATIONS
Edentify will timely and diligently cooperate with Seisint to perform such
duties and take such actions as are necessary for Seisint to provide the
Services detailed in each SOW, and Edentify shall at all times act in good faith
and abide by the terms and conditions of this Agreement.
4. PAYMENT OF FEES
Edentify shall pay the Fees due under this Agreement as specified in the
applicable SOW. All Fees are exclusive of any sales, use or other tax related
to Seisint's performance of Services. Edentify will be responsible for
assessing and remitting to the appropriate taxing authority any sales, use or
other tax related to the performance of Services by Seisint regardless of
whether that tax is currently existing or later enacted. Notwithstanding the
foregoing, neither party will be responsible for taxes imposed on the revenues
or income of the other party.
5. INTELLECTUAL PROPERTY
5.1 Each Party shall at all times retain full and complete ownership in and to
all Intellectual Property and Derivatives thereof existing as of the
Effective Date, and to all Intellectual Property and Derivatives thereafter
created by a Party outside the scope of the obligations specifically
identified in an SOW. Furthermore, there are no implied licenses under this
Master Agreement or any SOW. Any rights not expressly granted under this
Master Agreement or an SOW is reserved by the owner of the Intellectual
Property.
5.2 Neither Party shall use the other party's Marks without the other Party's
consent, nor upon the expiration or termination of this Master Agreement
will either Party continue any use of the other Party's Marks.
Notwithstanding consent of use, title to and ownership of Party's Marks
will remain with the owner of a ▇▇▇▇, and a party using the Marks of
another Party shall not take any action inconsistent with the other Party's
right, title and interest in and to the Marks.
5.3 Neither Party shall reverse engineer, decompile or disassemble the
algorithms, source or object code of the other Party or any portion
thereof, nor otherwise attempt to create or derive the algorithms, source
object code of the other Party for any reason whatsoever. Each party
acknowledges and agrees that unauthorized reproduction, use, or disclosure
of such technology or any party thereof is likely to cause irreparable
injury to the owner of such technology, who shall therefore be entitled to
injunctive relief to enforce these restrictions, in addition to any other
remedies available at law, in equity, or under this Agreement, and without
the need to post bail even if ordinarily required.
6. WARRANTIES
6.1 Seisint warrants that (i) it, and each of the agents that it uses to
provide and perform the Services, as applicable, have the necessary
knowledge, skills, experience, qualifications and resources to provide and
perform the Services in accordance with the terms of this Master Agreement
and each SOW; (ii) the performance of the Services in each SOW does not
infringe upon or
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misappropriate the Intellectual Property of any third party and (iii)
the performance of the Services shall be in accordance with the
specifications set forth in any SOW attached hereto.
6.2 Each Party warrants to the other Party that it has the right to enter
into this Master Agreement and each SOW, and that it has the
requisite authority to perform the Services and obligations set forth
therein.
6.3 Seisint does not warrant that the Services as described in each SOW
will operate uninterrupted or error-free, however, the Services shall
operate substantially as described therein and in any and all written
materials provided by Seisint to Edentify and Seisint shall take
commercially reasonable steps to mitigate the effects of a material
interference with the operations of the business of Edentify. Except
as specifically set forth herein or in any SOW, Seisint does not make
and hereby disclaims any warranty, express or implied, with respect to
the Services provided hereunder.
6.4 Each Party warrants that it will comply, to the extent required,
with all applicable laws and regulations, including (without
limitation) the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (15 U.S.C. Section 6801 et
seq.) ("GLBA") and the Driver's Privacy Protection Act (18 U.S.C.
Section 2721 et seq.) ("DPPA"), regarding the performance of their
obligations under this Master Agreement and each SOW, including
without limitation, developing (if necessary) and implementing
commercially reasonable measures to protect, as required by applicable
law, the security and confidentiality of Confidential Information
received from the other party. Notwithstanding the foregoing, Edentify
acknowledges that some of the data maintained in the Seisint Databases
is subject to the provisions of the GLBA and DPPA, and hereby agrees
that Edentify shall at all times have a permissible purpose to access
such regulated information.
6.5 EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, EACH PARTY
PROVIDES ALL DATA, SERVICES, AND INFORMATION TO THE OTHER PARTY "AS
IS," AND EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND ADDITIONALLY WITH RESPECT TO DATA AND
INFORMATION, CORRECTNESS AND COMPLETENESS WITH RESPECT TO SUCH DATA
AND INFORMATION.
7. ACCOUNT MANAGERS
Each Party will assign an account manager, or other person with equivalent
responsibilities within its respective organization, to be the principal point
of contact for all communications related to such Party's performance.
8. TERM AND TERMINATION
8.1 Unless earlier terminated as provided in this Master Agreement, the
Term of this Master Agreement will begin on the Effective Date and
continue until December 31, 2008. The Term shall automatically renew
for successive one (1) year renewal Terms unless either Party notifies
the other Party in writing that it intends not to renew at least
ninety (90) days prior to the expiration of the initial Term or any
renewal Term or this Master Agreement is otherwise terminated as
provided herein. Upon the expiration of this Master Agreement, or the
earlier termination hereof for any reason (i) all license rights
granted in this Agreement to one party by the other will terminate;
(ii) each Party will promptly pay the other Party for all amounts
accrued
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(c) the use by Seisint or its Affiliates of any Edentify Intellectual Property,
provided that such use was in accordance with the terms and conditions of this
Agreement or as otherwise permitted or approved by Edentify;
(d) any agreement, arrangement, understanding or course of dealing between
Edentify or its Affiliates and any third party;
(e) any use of information received by Edentify (or any third party receiving
such information from or through Edentify) furnished by or through Seisint.
As a condition precedent to receiving the above-described indemnification,
Seisint shall: (i) give Edentify notice of the relevant claim as soon as
practicable, but in all events, within a period of time that will not prejudice
the rights of Edentify, (ii) cooperate with Edentify, at Edentify's expense, in
the defense of that claim, and (iii) give Edentify the right to control the
defense and settlement of any claim, except that Edentify will not enter into
any settlement that (a) involves a remedy other than the payment of money by
Edentify, or (b) any admission on behalf of Seisint without Seisint's prior
written approval, which shall not be unreasonably withheld. Seisint will have
the right to participate in the defense at its expense.
Seisint Indemnification. Seisint shall protect, defend, indemnify and hold
Edentify and each of its Affiliates and the officers, directors, agents,
representatives, employees, successors and assigns, of each, harmless from and
against any and all Loss, by whomsoever asserted, arising directly or
indirectly from, out of, or based on:
(a) any failure by Edentify to perform any of the agreements, terms, covenants
or conditions of this Agreement to be performed by Edentify or any breach of any
representation or warranty made by Edentify in this Agreement. In the event that
the third party claim is based upon allegations of intellectual property or
patent infringement, then Seisint will promptly, at its sole option and expense
and in addition to its obligations under the foregoing paragraph (i) modify the
manner in which it performs, uses or otherwise receives the Services to make
the provision, use or receipt of the Services non-infringing, provided that the
functionality of the Services is not compromised, or (ii) procure the right to
continue providing the Services, all in the case of an infringement claim
against the provision of Seisint's data or technology without any additional
cost to Edentify; PROVIDED, HOWEVER, that if options (i) and (ii) are
commercially impracticable, then either Party may terminate the applicable SOW
with sixty (60) days prior written notice.
(b) the failure of Seisint or its Affiliates to comply with applicable law;
(c) the use of Edentify or its Affiliates of any Seisint Intellectual Property,
provided that such use was in accordance with the terms and conditions of this
Agreement or as otherwise permitted or approved by Seisint;
(d) any agreement, arrangement, understanding or course of dealing between
Seisint or its Affiliates and any third party; or
(e) any use, by Seisint or its affiliates and representatives, in violation of
this Agreement, of Confidential Information received by Seisint under this
Agreement.
As a condition precedent to receiving the above-described indemnification,
Edentify shall: (i) give Seisint notice of the relevant claim as soon as
practicable, but in all events, within a period of time that will not prejudice
the rights of Seisint, (ii) cooperate with Seisint, at Seisint's expense, in the
defense of that claim, and (iii) give Seisint the right to control the defense
and settlement of any claim, except that Seisint will not enter into any
settlement that (a) involves a remedy other than the payment of money by
Seisint, or (b) any admission on behalf of Edentify without Edentify's prior
written approval, which shall not be unreasonably withheld. Edentify will have
the right to participate in the defense at its expense.
11. LIABILITY LIMITS
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as of the date of termination; (iii) each Party will cease using and
return, or certify the destruction of, the other Party's Confidential
Information, and (iv) the Parties shall take such other actions, or
cease from acting, as reasonably required due to such termination.
Sections 5, 9, 10, 11, 12 and 14.1, 14.6, 14.7 and 14.10 will survive
expiration or termination of this Agreement.
8.2 If one Party is in breach of a material provision of this Agreement,
then the non-breaching party may terminate this Agreement by providing
fifteen (15) business days written notice thereof to the other party;
PROVIDED, HOWEVER, that the breaching party shall have fifteen (15)
days from receipt of written notice to cure the breach or to dispute
the existence of a breach in accordance with paragraph 9 of this
Agreement. If a Party disputes the existence of a breach, the
provisions of paragraph 9 shall control. Notwithstanding the
foregoing, if Edentify has breached, or Seisint reasonably and in good
faith suspects that Edentify has breached, Section 6.4 herein or
Section 10 of SOW 1 hereto, Seisint may suspend the provision of
Services hereunder, upon the provision of three (3) business days
advance written notice to Edentify, and until Seisint can reasonably
determine whether a breach has occurred.
8.3 In the event either Party ceases conducting business in the ordinary
course; makes a general assignment for the benefit of its creditors;
files a petition seeking or acquiescing in any relief for itself under
any present or future federal, state or other statute or law relating
to bankruptcy, insolvency or other relief for debtors; seeks or
consents to or acquiesces in the appointment of any trustee, receiver
or liquidator of all or any part of its business or property; this
Agreement may be automatically and immediately terminated by either
Party upon written notice to the other Party.
9. DISPUTE RESOLUTION
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In the event of any dispute between the Parties, the aggrieved Party may
provide written notice of such dispute to the office of the CEO of the other
party, and the CEO's of the Parties shall confer within thirty (30) days of
such notice and attempt in good faith to resolve the dispute. Neither party
shall bring any action to enforce its rights under this Master Agreement or an
SOW until it has given such notice and concluded that the CEO is unable to
resolve the Parties' dispute.
10. INDEMNIFICATION
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Edentify Indemnification. Edentify shall protect, defend, indemnify and
hold Seisint and each of its Affiliates and the officers, directors, agents,
representatives, employees, successors and assigns of each, harmless from and
against any and all third-party claims, damages, losses. liabilities,
obligations, settlements, injunctions, suits, actions, counterclaims,
proceedings, liens, demands, charges, fines, penalties, costs and expenses of
every kind and nature (whether based on tort, breach of contract, product
liability, patent or copyright infringement or otherwise), including, without
limitation, reasonable fees and expenses of attorneys and other professionals,
and disbursements which may be imposed on, incurred by or asserted against the
persons hereby required to be indemnified (but not against any of the same to
the extent that a negligent or willful act or omission of any such person was
the cause of same) (collectively, "Loss"), by whomsoever asserted, arising
directly or indirectly from, out of, or based on:
(a) any failure by Edentify to perform any of the agreements, terms,
covenants or conditions of this Agreement to be performed by Edentify or any
breach of any representation or warranty made by Edentify in this Agreement;
(b) the failure of Edentify or its Affiliates to comply with applicable law;
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Neither Seisint, nor any of its third-party data providers shall be liable to
Edentify (or to any person claiming through Edentify to whom Edentify may have
provided data received from Seisint) for any loss or injury arising out of or
caused in whole or in part by Seisint's reasonable acts or omissions in
procuring, compiling, collecting, interpreting, reporting, communicating, or
delivering the Services.
The Parties agree that the other Party's aggregate liability for any and all
loses or injuries arising out of any act or omission of such Party in connection
with anything to be done or furnished under this Agreement, regardless of the
cause of the loss or injury, and regardless of the nature of the legal or
equitable right claimed to have been violated, shall never exceed the amounts
paid under this Agreement; provided, however, that such limitation of liability
shall not apply to either Party's indemnification obligation detailed in Section
10 (Indemnification), Section 12 (Confidentiality) or Section 5 (Intellectual
Property) hereof, and Edentify covenants and promises that it will not ▇▇▇
Seisint for an amount greater than such sum even if Edentify and/or third
parties were advised of the possibility of such damages.
Neither party will be liable to the other party or any third party for any
special, exemplary, punitive, indirect, multiple, incidental or consequential
damages, including (without limitation) lost profits, arising out of or in
connection with this Master Agreement or an SOW whether based in contract, tort
(including, without limitation, negligence) or on any other legal or equitable
grounds; provided, however, that such limitations, shall not apply to liability
arising from a claim pursuant to Section 10 (Indemnification), Section 12
(Confidentiality) or Section 5 (Intellectual Property).
12. CONFIDENTIAL INFORMATION
12.1 Each party will protect the other party's Confidential Information with at
least the same level of care that it uses to protect its own information of
a similar nature, but in no event less than a reasonable standard of care
for the type of Confidential Information, and (a) will not disclose the
Confidential Information to third parties, or (b) use the Confidential
Information for any purpose not specifically permitted hereby. In the event
that the receiving Party of Confidential Information becomes legally
compelled (by legal process, by any federal or state law or regulation) to
disclose any Confidential Information, it will provide the disclosing Party
with prompt prior written notice of such requirement so that the disclosing
Party may seek a protective order or other appropriate remedy. In the event
that such protective order or other remedy is not obtained, the receiving
Party shall disclose only that portion of such Confidential Information
that it is advised by its legal counsel is legally required to be disclosed
and to use reasonable efforts to obtain assurance of confidential treatment
of the Confidential Information to be disclosed, if and to the extent such
treatment is possible. Each party acknowledges that breach of this Section
12 could cause irreparable harm to the other party for which monetary
damages may be difficult to ascertain or an inadequate remedy. Each party
therefore agrees that the disclosing party may, in addition to any other
rights and remedies, seek injunctive relief for any violation or breach of
this Section.
12.2 For purposes of this Agreement, Confidential Information shall be deemed to
include the existence, terms and nature of this Agreement and the business
arrangement that it contemplates; provided, however, that notwithstanding
anything to the contrary herein, Seisint may, in its sole discretion,
disclose or publicize the existence and nature of this Agreement and the
business arrangement that it contemplates to any third party or parties.
Furthermore, Edentify may disclose this Agreement without consent as
required by applicable securities laws and regulations, and with the prior
written consent of Seisint, on a case by case basis, Edentify may disclose
the existence of this Agreement for security compliance and select business
purposes.
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13. INSURANCE
Upon execution of this Master Agreement, Edentify shall purchase and maintain
during the Term of this Agreement, a business general liability insurance
policy, upon which Seisint is named as an Additional Insured, from a grade A or
higher insurance company authorized to conduct business in the State of Florida,
and that such insurance policy have coverage in amounts not less than one
million dollars (US$1,000,000.00) per claim, two million dollars
(US$2,000,000.00) aggregate. Edentify will notify Seisint in writing before any
changes, modifications, or cancellations are made to such policy, and Edentify
shall provide copies of such policies to Seisint.
14. GENERAL.
14.1 GOVERNING LAW. This Master Agreement and each SOW will be governed and
construed in accordance with the laws of the State of Florida, without
effect to conflict of law principles. Additionally, any action brought
pursuant to the terms and conditions of this Agreement shall be brought
within the jurisdiction of the courts of Palm Beach County, Florida.
14.2 SEVERABILITY; HEADINGS. If any provision in this Master Agreement or an
SOW is held to be invalid or unenforceable for any reason, the remaining
provisions thereof will continue in full force without being impaired or
invalidated in any way. Headings are for reference purposes only and in
no way define, limit, construe or describe the scope or extent of a
section.
14.3 FORCE MAJEURE. Except as otherwise provided herein, if performance under
this Master Agreement or an SOW is interfered with by any condition
beyond a Party's reasonable control, the affected Party, upon giving
prompt notice to the other Party, will be excused from performance to the
extent of the condition. In the event a force majeure interferes with
Seisint's performance of the Service, (i) Seisint will immediately take
commercially reasonable steps to mitigate the force majeure as quickly as
commercially reasonable to do so, and (ii) if the force majeure continues
for ninety (90) or more days, Edentify at its sole option may terminate
this Agreement.
14.4 INDEPENDENT CONTRACTORS. The Parties are independent contractors, and no
agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this Master
Agreement or an SOW. Neither Party will make any warranties or
representations on behalf of the other Party, except as approved in
writing by the other Party.
14.5 NON-SOLICITATION. Each Party is prohibited from, directly or indirectly,
soliciting employees or contractors of the other Party during the term or
performance of this Master Agreement and for a period of one (1) year
following the termination date of this Master Agreement. For purposes
hereof, the term "solicit" shall not include the following activities:
(i) advertising for employment in any bulletin board (including
electronic bulletin boards), newspaper, trade journal or other
publication available for general distribution to the public; (ii)
participation in any hiring fair or similar event open to the public not
targeted at the employees or contractors of the other Party; and (iii)
negotiating with and/or offering employment to any employee or contractor
of the other Party who initially contacts such Party or who engages in
discussions with such Party as a result of any of the activities included
in clauses (i) and (ii). Such Party may employ any employee or contractor
of the other provided that such Party has not solicited such employee in
contravention of this Section 14.5.
14.6 NOTICE. Any notices under this Master Agreement will be given to the
appropriate individual or officer as set forth in this Section, or at
another address as a Party specifies in writing. Notice
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will be deemed given: (i) upon personal delivery; (ii) if sent by fax,
upon confirmation of receipt; or (iii) if sent by a reputable overnight
courier with tracking capabilities, one (1) day after the date of
mailing.
If to Edentify: With a copy to:
Edentify, Inc. ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇.▇.
▇▇ ▇▇▇▇ ▇▇▇▇▇ St. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email:▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Attn: Chief Executive Officer Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to Seisint: With a copy to:
Seisint Inc. Seisint Inc.
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Attn: Legal Department Attn: ▇▇▇ ▇▇▇▇▇, COO
14.7 ASSIGNMENT. Neither Party may assign this Master Agreement or an SOW in
whole or in part without the prior written consent of the other Party,
such consent not to be unreasonably withheld; PROVIDED, HOWEVER, that
Seisint may assign this Master Agreement without consent to an Affiliate.
For purposes of this Agreement, a Change of Control of either Party shall
constitute an assignment. In the event the purchaser is not a competitor
of the other Party, such Party agrees not to unreasonably withhold
consent.
14.8 ATTORNEYS FEES. The prevailing Party in any action, claim or lawsuit
brought pursuant to this Agreement is entitled to payment of all
reasonable attorney fees and costs expended by such prevailing Party in
association with such action, claim or law suit.
4.9 NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries of
this Master Agreement other than as specifically detailed for
indemnification purposes in Section 10.
14.10 ENTIRE AGREEMENT; WAIVER. This Master Agreement and each duly executed
SOW sets forth the entire understanding and agreement of the Parties, and
supercede any and all oral or written agreements or understandings
between the parties, as to the subject matter of the Master Agreement and
each SOW. Modifications, amendments or changes to the Master Agreement,
an SOW or the Services rendered shall only be made by a writing signed by
both Parties. The waiver of a breach of any provision of this Master
Agreement or an SOW will not operate or be interpreted as a waiver of any
other or subsequent breach.
14.11 COUNTERPARTS. This Master Agreement and each SOW may be executed in one
or more counterparts, each of which will be deemed an original and all of
which will be taken together and deemed to be one instrument.
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Wherefore the Parties hereto by the signatures below intend to be bound by
the terms and conditions hereof as of the Effective Date.
EDENTIFY, INC. SEISINT INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CEO Title: COO
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Date: 10/3/05 Date: 10/3/05
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