Identix Proprietary and Confidential
Identix Incorporated
DEVELOPMENT, SUPPORT AND INDEMNIFICATION AGREEMENT
This Development, Support and Indemnification Agreement (this "Agreement") is entered into as of July 1, 2000 by and between International Technology Concepts, Inc., a California corporation ("IT Concepts") and Identix Incorporated, a Delaware corporation ("Identix").
WHEREAS, IT Concepts, Identix and Identicator Technology, Inc., a wholly-owned subsidiary of Identix ("Identicator Technology") are parties to a Development, Support and Indemnification Agreement dated as of June 30, 1999 (the "First Agreement") pursuant to which IT Concepts agreed to provide certain research, development and support services to Identix and Identicator Technology at prices and other consideration set forth in the First Agreement;
WHEREAS, the research, development and support services provided by IT Concepts under the First Agreement are primarily directed at developing hardware and software solutions for the IT security market;
WHEREAS, IT Concepts and Identix now desire to enter into a separate agreement pursuant to which IT Concepts will provide Identix with research, development and support services primarily directed at developing hardware and software solutions for the Identix Imaging Division;
NOW THEREFORE, in consideration of the collective promises and covenants set forth herein, IT Concepts and Identix agree as follows:
1. Definitions: As used in this Agreement:
(a) "Biometric Business" means the business of designing, developing, manufacturing and marketing Biometric technologies for the electronic capture or comparison of fingerprints, facial and other unique physical characteristics for identification, verification or security purposes.
(b) "Confidential Information" means information disclosed to IT Concepts or its employees or consultants as a consequence of or through performance of services for Identix, or their affiliates, whether or not related to IT Concept's specific work under this Agreement. Confidential Information includes, but is not limited to, all information related to any aspect of the business, technology or affairs of Identix which is either information not known by actual or potential competitors of Identix or is proprietary information of Identix whether of a technical nature or otherwise. Confidential Information includes ideas, designs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developmental or experimental work, processes, techniques, Inventions, know-how, data, financial information and forecasts, product plans, marketing plans and strategies, and customer lists. Information shall be considered, for purposes of this Agreement, to be Confidential Information if not know by the trade generally, even though such information has been disclosed to one or more third parties pursuant to distribution agreements, joint research agreements or other agreements entered into by Identix or any of their affiliates. For the purposes of this Agreement, information shall not be considered confidential to the extent that such information is or becomes, through no fault of IT Concepts, part of the public domain, or such information is lawfully furnished to IT Concepts by a third party without restriction or disclosure.
(c) "Inventions" means any and all inventions, improvements, modifications, concepts, ideas, designs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developmental or experimental work, processes, and techniques arising out of or related to the services provided by IT Concepts or its employees or consultants pursuant to in furtherance of this Agreement.
(d) "Party" or "Parties" means each of IT Concepts, or Identix, or both of them together.
(e) "Person" means any individual, corporation partnership, business trust, joint venture, association, joint sock company, trust, unincorporated organization, or government or agency or political subdivision thereof.
(f) "Term" means the term of this Agreement, as defined in Section 9 below.
2. Services/Compensation.
(a) Services. IT Concepts shall perform for Identix the services, and afford Identix access to its facilities, as described in Schedule 1.
(b) Compensation. Identix agrees to pay IT Concepts fees, prices and other consideration as set forth in Schedule 1. IT Concepts shall be entitled to no other compensation from Identix for the performance of services hereunder.
(c) Management of Relationship. In responding to and performing the requirements and instructions of Identix hereunder, and accordingly, in managing its resources, development activities and timetables hereunder, IT Concepts shall be entitled to rely on (1) overall strategic and business directions from James P. Scullion, President and COO of Identix, or his designee, and (2) overall technical, engineering and product directions from Daniel F. Maase, Vice President of Identix's Imaging Division.
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