STRATEGIC ALLIANCE AGREEMENT
FOR THE INTEGRATION OF SAC TECHNOLOGIES FINGERPRINT TECHNOLOGY AND
KEYWARE VOICE GUARDIAN SOFTWARE PRODUCTS
Duly made and executed on this 26th day of Nov 1997, by and between:
SAC Technologies, Inc., a Minnesota corporation having its principal place of
business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ hereinafter referred to
as "SAC", represented by ▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer; and Keyware
Technologies, a Massachusetts company with its principal offices at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, hereinafter referred to as
"Keyware", represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Business Development
Manager.
INTRODUCTION
This Strategic Alliance Agreement contains understandings between Keyware and
SAC (the "Parties"), with regard to the integration of biometric technologies,
including, but not limited to: voice, facial recognition and fingerprint for
desktop computer/network access, appliance access control and facility access
control for Industrial, Commercial and Consumer Market applications.
Keyware is currently developing, marketing and selling products based on voice
verification (herein referred to as VERIFICATION PRODUCTS), to address
opportunities in the authentication markets and desires to participate with SAC
in the areas of integration and co-marketing.
SAC is currently developing marketing and selling various fingerprint
"identification" based products and applications and has technical and business
interests in VERIFICATION PRODUCTS and desires to participate with Keyware in
the areas of integration and co-marketing.
1.0 SCOPE OF COOPERATION - The Parties may expand the scope of this agreement
by reducing said mutually agreed conditions to writing as an addendum of
this agreement.
1.1 Keyware and SAC's intended cooperation will include the following:
1.2 GENERAL - Cooperating and sharing resources and information, on a
global basis, in the mutual and/or joint development, promotion,
marketing and sales as per below;
1.3 DEVELOPMENT
* Joint development of support for and integration for certain
SAC products with Keyware's products.
* Joint development of support for and integration of biometric
authentication and SAC's technology.
* Working together and sharing resources and information on the
support of new interfaces and standards, in order to ensure
the timely support of significant industry standards by both
parties' products.
* Providing reciprocal access to each party's white papers and
technical briefs; reciprocal participation in beta testing.
1.4 MARKETING AND SALES - On a case by case basis, based on mutual
business considerations;
* Joint participation in marketing efforts, including joint
advertising, press releases, joint participation in trade
shows, linking web sites, and other industry events, and joint
developing of marketing collateral.
* Mutual referral of relevant customer leads as determined by
the source party.
1.5 SERVICES, TRAINING & SUPPORT - Joint technical seminars for
application developers; joint "road shows" addressing the parties'
target markets; training of Keyware associates by SAC and training
of SAC associates by Keyware, providing reciprocal high priority
access to technical support resources.
2.0 Additionally, the parties have agreed to the following principals on a
case by case basis, based on mutual business considerations;
2.1 Keyware and SAC shall participate in the out of pocket expenses
generated by the parties in relation to special/extraordinary
development, and promotional marketing and sales work done by either
party to support the requests of the counter party.
2.2 All products sold by SAC to Keyware and by Keyware to SAC shall bear
the cost of any related royalties. If the existence of other
intellectual property rights relevant to a product comes to light,
the supplying party will secure the full right to use the item
throughout the world.
3.0 TERM - The term of this agreement will be for [*] from the signature date
of the most recently signed addendum.
4.0 TERRITORY - The parties shall promote, market and sell the products on a
worldwide basis for desktop computer/network access, appliance access
control and facility access control for Industrial, Commercial and
Consumer market applications. The stated Territory/Market definition does
not include any existing exclusive arrangements that the parties may have
at the time of the execution of this agreement. Such exclusive
arrangements will be defined as an Addendum to this Agreement.
5.0 CONFIDENTIALITY
5.1 In order to pursue the facilitation of the cooperation between the
parties as detailed in section 1.0 to this Agreement ("Scope of
Cooperation"), the parties, having recognized that there is need to
disclose to each other confidential information, and to provide for
mutual agreements to protect such confidential information which is
to be used only for the purposes of facilitating the Scope of
Cooperation, will sign a Non Disclosure Agreement whenever judged
necessary by either party ("▇▇▇ ▇▇▇").
5.2 Without derogating from the generality of the Agreement, this
section 5.0 shall remain in effect for a period of [*]
from the later of the signature date of the present agreement or the
date of the termination of subsequent addendum to this agreement.
6.0 INTELLECTUAL PROPERTY RIGHTS
6.1 The parties hereby agree that all the proprietary interests and/or
all intellectual property rights, owned by each party prior to
entering this Agreement, shall remain the property of that party
solely, and that in entering this Agreement or any other agreement
deriving from it, either party does not, and shall not, acquire any
rights in the other party's proprietary interests and/or all
intellectual property rights.
6.2 Both Keyware and SAC hereby represent that they do not, in any
manner whatsoever, possess any proprietary interest in the
intellectual property rights owned by the counter party. Keyware and
SAC shall be entitled to use each others' name, trade-names and
logos only in connection with the Scope of Cooperation, and subject
to obtaining the counter party's prior written consent.
* Confidential portion has been omitted and filed separately with the Securities
and Exchange Commission
7.0 TEAM COORDINATORS - The Parties will assign a representative from each
company to assign attendees for joint project workshops as necessary.
* For Keyware-▇▇▇▇▇▇ ▇▇▇▇▇▇▇
* For SAC-▇▇▇▇▇ ▇▇▇▇▇
8.0 GENERAL PROVISIONS
8.1 Both Keyware and SAC may make public statements as to the
cooperation contemplated in this agreement. Such public statements
shall be coordinated between the parties prior to their
distribution.
8.2 This Agreement is governed only by the laws of Massachusetts and
only the courts in Massachusetts shall have jurisdiction in any
conflict of dispute arising out of this Agreement.
9.0 TERMS AND CONDITIONS- The parties will make payments prepaid, cash or COD.
Following credit application/approval, the parties will make payments
thirty (30) days from invoice.
9.1 SAC Technologies will pay [*] per copy for Keyware Voice Guardian
Software, which is integrated into SAC's products.
9.2 SAC will purchase a minimum of [*] copies of Keyware Voice Guardian
Software on signing of this agreement as follows; [*] immediately
and [*] copies every [*] months thereof until [*] copies have been
purchased.
9.3 SAC Technologies will receive most favored nation pricing (i.e.; if
Keyware Voice Guardian is available for less to another Keyware OEM
or reseller with similar volumes, then that price will be available
to SAC).
9.4 In Consideration, Keyware will be assigned Distributor status for
SAC's products and be entitled to Volume Purchase pricing at the
[*] unit level. If Keyware purchases exceed the [*] unit level
then Keyware will be entitled to pricing as determined by SAC's
current price list (see attached).
10.0 TERMINATION - This agreement shal1 terminate the day after the [*] of the
most recent signed addendum of this agreement or by mutual agreement
reduced to writing by the Parties hereto, if either party becomes
insolvent, or if the technology provided by either party is
non-competitive according to generally accepted industry standards. In the
event of termination the obligations of the parties will also terminate.
11.0 ASSIGNMENTS- The parties privileges, ownership or control in this
Agreement are not transferable and shall not be transferred or assigned to
any other person, firm, corporation, partnership or other business entity,
whether by operation of law or otherwise, without the other parties prior
approval. Such transfer for assignment without the prior written approval
of the other party shall be null and void and shall not be binding.
12.0 ENTIRE AGREEMENT- This Agreement together with the Addendum's attached
constitutes the entire understanding and agreement between the parties and
supersedes any understanding, agreement or arrangements previously made or
in existence between the parties. This Agreement may not be altered,
enlarged, supplemented, abridged, modified, nor any provisions waived
except as provided in this Agreement, or by a written agreement between
SAC and Keyware that makes express reference to this Agreement, and
specifically declares it is intended as an amendment hereto.
13.0 APPLICATION LAW- This Agreement shall be governed by and construed in
accordance with the laws of the State of Massachusetts, United States of
America.
* Confidential portion has been omitted and filed separately with the Securities
and Exchange Commission
14.0 EFFECTIVE DATE- This Agreement shall become effective upon execution by
both parties as of the date and year first above written, and shall
continue in force and govern all relations and transactions between the
parties until terminated and thereafter to the extent necessary to give
effective to those provision, hereof app1icable following termination.
IN WITNESS WHEREOF, the Parties have caused this Alliance to be executed by
their respective authorized representatives.
For Keyware Technologies: For SAC Technologies, Inc.:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 11-26-97 /s/ ▇▇▇▇▇ ▇▇▇▇▇ 11-26-97
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Business Development Manager Chief Executive Officer
