HomeMy WebLinkAboutIdemia Security Reference: IDFL-L042424-01B Page 1 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
11951 Freedom Drive, Suite 1800, Reston, Virginia 20190
September 16th, 2024
Barbara Brooke-Reese
Sebastian Police Department
1201 Main Street
Sebastian, FL 32958
Ph: 772-388-8246
Em: mis@cityofsebastian.org
Reference No. IDFL-L042424-01B
IDEMIA is pleased to provide Sebastian Police Department with the following price quote for a new
LiveScan System with accepted standard Florida Department of Law Enforcement (FDLE) software and
workflows.
IDEMIA’s fully integrated new LiveScan solution provides Sebastian Police Department the
following features and benefits:
Single-source vendor for all components of the LiveScan solution, including the AFIS interface
Digital image capture of upper, lower and writer’s palms, slaps and rolls
Mug Photo Capture
Full compliance with FDLE AFIS, FBI IAFIS/NGI EBTS and ANSI/NIST image standards
Automatic fingerprint sequencing and duplicate print checking before scanning is completed, ensuring
data integrity
Quick check, review, and edit can be performed on each print
All LiveScan Systems include on-site installation, training, and 1 year
on-site warranty
Reference: IDFL-L042424-01B Page 2 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
Solution Description and Pricing
IDEMIA proposes the equipment and services described in Table 1
Tenprint/Palm Capture – Ruggedized Cabinet, Adjustable Height Table 1. Pricing / Maintenance
Description Unit Price
LS-H-53ED-22T
LS-CSTX-FLFDLE
LS-COMX-SMTP-SSL
LS-COMX-POP3-SSL
LS-F-MUG
LS-IDRDR
LS-UPS
LS-IAT-CUSTOM
LS-FREIGHT-CAB
IDEMIA LiveScan System Cabinet Tenprint/Palm Capture, including:
IDEMIA LiveScan System Software
Tenprint/Palm 500PPI Scanner
Computer, Touch screen monitor, keyboard
Ruggedized cabinet – Adjustable Height
Digital Camera, Software
Drivers License Reader
UPS
FDLE specific transmission software
Installation/On-site Training
Freight
Warranty: 1 Year On-Site Advantage Solution Maintenance, 9x5
$24,475
LS-H-53ED-MAINT-95
LS-X-MUG-MAINT-95
LS-IDRDR-MAINT-95
Optional Annual Maintenance (to start after 1 Year Warranty) On-site
Advantage Solution, 9X5, Next day on-site response and parts replacement $3,971
*Please see Table 3 Options for Card Printer Pricing*
Current shipping is 60+ days after receipt by IDEMIA of Sebastian Police Department completed pre-installation
documentation, or as otherwise scheduled.
Optional Annual Maintenance Support will start immediately following the 1st Year Warranty. Annual Maintenance
prices shown above are for Year 2 only. Annual maintenance pricing is subject to increase beginning in Year 3.
Please contact the IDEMIA Maintenance Agreement team for pricing details: sec.alx.servicecontracts@idemia.com.
Options and Pricing
IDEMIA equipment options and pricing described in Table 2.
Table 2. Options Pricing
Description Unit Price Annual
Maintenance*
4800-000040-07
LS-PRNT-M
Printer Tenprint Card Black & White, Duplexer, +2 additional
Tray, 1 Year On-site Advantage Solution Maintenance
$1,648 $248
4800-000040-06
LS-PRNT-M
Printer Tenprint Card Black & White, Duplexer, +1 additional
Tray, 1 Year On-site Advantage Solution Maintenance
$1,409 $212
*Annual Maintenance – starting in Year 2
Customer Responsibilities
Sebastian Police Department is responsible for the following:
Providing necessary facility resources required for equipment installation and operation including
access, space, environmental control, electrical power and networking.
Providing a technical point of contact for IDEMIA who will be the primary person responsible for
providing and/or coordinating obtainment of site installation pre-requisite information such as network
information, IP addresses, power information, etc.
Installation, testing and troubleshooting any network communication connections, lines and/ or
Sebastian Police Department network devices.
Obtain and maintain the required transmission lines and hardware for remote communications to and
from the necessary agencies.
Obtaining all required authorizations for connecting to the Central AFIS at FDLE.
Completion and return of IDEMIA pre-install documentation to IDEMIA Program Team.
Printer supplies such as ink and toner cartridges (consumables) are Sebastian Police Department
responsibility. IDEMIA does not offer or resell these items.
Reference: IDFL-L042424-01B Page 3 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
Assumptions
In developing this price quote, IDEMIA has made the following assumptions regarding the LiveScan
System:
With the exception of the Central AFIS at FDLE, there are no external interfaces to support which
includes but is not limited to records management system, booking system, mugshot system, etc.
Price includes support for the core functionality of the existing FDLE functionality and workflow.
LiveScan System shipment and on-site Installation Services will be scheduled after network
connectivity to FDLE has been established and verified and IDEMIA’s Program team has received the
completed pre-install documentation from Sebastian Police Department.
The following items are not included in the scope of IDEMIA’s pricing and will be quoted based on current
service rates in effect at the time of request: (a) requests for IDEMIA assistance / completion of any agency
or governing body required security documentation, surveys or questionnaires; (b) requests for IDEMIA
support and potential resolution of issues resulting from agency vulnerability assessments, penetration
testing and/or security audits.
Additional engineering efforts by IDEMIA beyond the scope of the standard product will be quoted based
on current service rates in effect at the time of the change, plus any related travel or administrative
expenses. Assistance with training and questions for the Sebastian Police Department’s database or any
programming, scripting, or review of programs beyond work quoted above are excluded from this offer.
Prices exclude any and all state, or local taxes, or other fees or levies . Customer payments are due
to IDEMIA within 20 days after the date of the invoice.
Product purchase will be governed by the IDEMIA Agreement, a copy of which is attached. No subsequent
purchase order can override such terms. Nothing additional shall be binding upon IDEMIA unless a
subsequent agreement is signed by both parties.
Firm delivery schedules will be provided upon receipt of a purchase order and IDEMIA receipt of completed
pre-install documentation.
IDEMIA reserves the right to substitute hardware of equal value with equal or better capability, based upon
market availability. If, however, such equipment is unavailable, IDEMIA will makes its best effort to provide
a suitable replacement.
Pricing valid through: November 30th, 2024
Purchase orders should be sent to IDEMIA by electronic mail or U.S. postal mail to:
IDEMIA
14 Crosby Dr., 2nd Floor
Bedford, MA 01730
Email: Alexandra.wahlstrom@us.idemia.com | anamtkorders@us.idemia.com
Please direct all questions and order correspondence to:
Alex Wahlstrom
IDEMIA Inside Sales
Email: Alexandra.wahlstrom@us.idemia.com
We look forward to working with you.
Sincerely,
Casey Mayfield
Sr. Vice President Justice and Public Safety
IDEMIA Identity & Security USA LLC
Reference: IDFL-L042424-01B Page 4 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
Advantage Solution Support
The following table provides a summary of the maintenance services and support available
during warranty and following warranty expiration. Initial warranty period is 1 year from the date
of installation.
Support Features Warranty Post Warranty
Software Support 9X5* Included in
Warranty Available for purchase
Unlimited Telephone Technical Support √ √
2 Hour Telephone Response Time √ √
Remote Dial-in Analysis √ √
Software Standard Releases √ √
Software Supplemental Releases √ √
Automatic Call Escalation √ √
Software Customer Alert Bulletins √ √
Hardw are Support – On-site 9X5* Included in
Warranty Available for purchase
On-Site Response 24-hours √
On-Site Corrective Maintenance √ √
On-Site Parts Replacement √ √
Preventive Maintenance √ √
Escalation Support √ √
Hardware Service Reporting √ √
Hardware Customer Alert Bulletins √ √
Parts Support Included in
Warranty Available for purchase
Advanced Exchange Parts Replacement √ √
Telephone Technical Support for Parts
Replacement
√ √
Parts Customer Alert Bulletins √ √
Softw are Uplifts
Hours of Coverage Available up to 24 Hours Per
Day, 7 Days/W eek
Optional Optional
Hardware Uplifts
Hours of Coverage Available up to 24 Hours Per
Day, 7 Days/W eek
Optional Optional
*Customer local time
Reference: IDFL-L042424-01B Page 5 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
By signing this signature block below, Sebastian Police Department agrees to the terms
and pricing stated in this price quote for the products and services as referenced above.
My signature below constitutes the acceptance of this offer and authorizes IDEMIA to ship
and provide these products and services.
Signature Authorization for Order:
Signature
Name
Date
Total Purchase Price (including any Options): $_____________________
PLEASE ENTER TOTAL ORDER AMOUNT ON ABOVE LINE
PLEASE PROVIDE A COPY OF CURRENT TAX EXEMPTION CERTIFICATE (if applicable).
Please provide Billing Address:
Billing Contact name
Telephone number ( )
Email
Check if Billing Address is same as Shipping Address:
Please provide Shipping Address (if different from Billing Address):
Technical Contact name
Telephone number ( )
Email
Reference: IDFL-L042424-01B Page 6 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
Idemia Identity & Security USA LLC Short Form Sales
Agreement
1. Scope. Idemia Identity & Security USA LLC, (“IDEMIA” or
“Seller”) having a place of business at 11951 Freedom Drive, Suite
1800, Reston, Virginia 20190 and
, (“Customer”), having a place of business at
, enter into this Sales Agreement (“Agreement”), pursuant
to which IDEMIA will sell to Customer and Customer will purchase from
Seller the equipment, parts, software, or services related to the
equipment (e.g., installation) described in Seller’s Proposal or Letter
Quote dated __________________. These terms and conditions,
together with the Proposal or Quote, comprise the “Agreement.”
Customer may indicate its acceptance of this Agreement by signing
below or by issuing a purchase order that refers to either the
Proposal/Quote or to a Customer solicitation to which the
Proposal/Quote responds. Only these terms and conditions apply to
the transaction, notwithstanding any inconsistent or additional terms
and conditions contained in the purchase order or Customer
solicitation.
2. Price, Payment and Sales Terms. The Contract Price is U.S.
$_________________, excluding applicable sales, use, or similar
taxes. Seller will submit invoices to Customer for products when they
are shipped and, if applicable, for services when they are performed.
Customer will make payments to Seller within twenty (20) days after
the invoice date. Unless otherwise stipulated with the Seller when an
Order is accepted, the Equipment will be delivered by Seller “FCA”
(Free Carrier), with named place being the Seller’s premises where the
Goods are being dispatched, (Incoterms 2010). Title to the Equipment
will pass to Customer upon payment in full of the Contract Price as
outlined above, except that title to Software will not pass to Customer
at any time. Risk of loss will pass to Customer upon delivery of the
Equipment to the Customer at the agreed named place of delivery in
accordance with the Incoterm in the contract. Seller will pack and ship
all Equipment in accordance with good commercial practices.
3. Software. If this transaction involves software, any software
owned by Seller (“IDEMIA Software”) is licensed to Customer solely in
accordance with Seller’s Software License Agreement (“SLA”), which
is attached as Exhibit A and incorporated herein by this reference. Any
software owned by a third party (“Non-IDEMIA Software”) is licensed
to Customer in accordance with the standard license, terms, and
restrictions of the copyright owner unless the owner has granted to
Seller the right to sublicense its software pursuant to the SLA, in which
case the SLA applies and the owner will have all rights and protections
under the SLA as the Licensor. Seller makes no representations or
warranties of any kind regarding Non-IDEMIA Software.
4. Express Limited Warranty and Warranty Disclaimer. IDEMIA
Software is warranted in accordance with the SLA.
5. Delays and Disputes. Neither party will be liable for its non-
performance or delayed performance if caused by an event,
circumstance, or act of a third party that is beyond a party’s reasonable
control (a “Force Majeure”). Each party will notify the other if it
becomes aware of a Force Majeure that will significantly delay
performance. The parties will try to settle any dispute arising from this
Agreement (except for a claim relating to intellectual property or breach
of confidentiality) through good faith negotiations. If necessary, the
parties will escalate the dispute to their appropriate higher-level
managers. If negotiations fail, the parties will jointly select a mediator
to mediate the dispute and will share equally the mediation costs.
Neither party will assert a breach of this Agreement without first giving
the other party written notice and a thirty (30) day period to cure the
alleged breach.
6. LIMITATION OF LIABILITY. Except for personal injury or
death, Seller's total liability, whether for breach of contract,
warranty, negligence, strict liability in tort, or otherwise, will be
limited to the direct damages recoverable under law, but not to
exceed the purchase price of the products or services for which
losses or damages are claimed. SELLER WILL NOT BE LIABLE
FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS;
OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR
ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER
PURSUANT TO THIS AGREEMENT. No action for contract breach
or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one year after the accrual
of the cause of action. This limitation of liability survives the
expiration or termination of this Agreement.
7. Confidential Information and Preservation of Proprietary Rights.
The SLA governs software confidentiality. As to any other information
marked “Confidential” and provided by one party to the other, the
receiving party will maintain the confidentiality of the information and
not disclose it to any third party; take necessary and appropriate
precautions to protect the information; and use the information only to
further the performance of this Agreement. Confidential information is
and will remain the property of the disclosing party, and no grant of
proprietary rights in the confidential information is given or intended.
Seller, any copyright owner of Non-IDEMIA Software, and any third
party manufacturer own and retain all of their proprietary rights in the
equipment, parts and software, and nothing herein is intended to
restrict their proprietary rights. Except as explicitly provided in the SLA,
this Agreement does not grant any right, title or interest in Seller’s
proprietary rights, or a license under any Seller patent or patent
application.
8. Miscellaneous: Each party will comply with all applicable laws,
regulations and rules concerning the performance of this Agreement
or use of the products to the extent they do not conflict with the laws of
the United States. This Agreement and the rights and duties of the
parties will be governed by and interpreted in accordance with the laws
of the State in which the products are installed to the extent they do
not conflict with the laws of the United States. This Agreement
constitutes the entire agreement of the parties regarding this
transaction, supersedes all previous agreements and proposals
relating to this subject matter, and may be amended only by a written
instrument executed by both parties. Seller is not making, and
Customer is not relying upon, any representation or warranty except
those expressed herein. There are no certifications or commitments
binding Seller applicable to this transaction unless they are in writing
and signed by an authorized signatory of Seller.
Idemia Identity & Security USA LLC (“SELLER”):
Signed
Name
Title
Date
NAME (“CUSTOMER”)
Signed
Name
Title
Date
Reference: IDFL-L042424-01B Page 7 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
EXHIBIT A – SOFTWARE LICENSE AGREEMENT
In this Exhibit A, the term “Licensor” means Idemia Identity & Security
USA LLC, (“IDEMIA”); “Licensee,” means the Customer; “Primary
Agreement” means the agreement to which this exhibit is attached
(IDEMIA Short Form Sales Agreement); and “Agreement” means this
Exhibit and the applicable terms and conditions contained in the
Primary Agreement. The parties agree as follows:
For good and valuable consideration, the parties agree as follows:
SECTION 1. DEFINITIONS
1.1 “Designated Products” means products provided by
IDEMIA to Licensee with which or for which the Software and
Documentation is licensed for use.
1.2 “Documentation” means product and software
documentation that specifies technical and performance features and
capabilities, and the user, operation and training manuals for the
Software (including all physical or electronic media upon which such
information is provided).
1.3 “Open Source Software” means software with either freely
obtainable source code, license for modification, or permission for free
distribution.
1.4 “Open Source Software License” means the terms or
conditions under which the Open Source Software is licensed.
1.5 “Primary Agreement” means the agreement to which this
exhibit is attached (IDEMIA Short Form Sales Agreement).
1.6 “Security Vulnerability” means a flaw or weakness in
system security procedures, design, implementation, or internal
controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is
compromised, manipulated or stolen or the system damaged.
1.7 “Software” (i) means proprietary software in object code
format, and adaptations, translations, de-compilations, disassemblies,
emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the
software provided by IDEMIA; and (iii) may contain one or more items
of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or
third party software not licensable under the terms of this Agreement.
SECTION 2. SCOPE
IDEMIA and Licensee enter into this Agreement in connection with
IDEMIA's delivery of certain proprietary Software or products
containing embedded or pre-loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license IDEMIA is
providing to Licensee, and Licensee’s use of the Software and
Documentation.
SECTION 3. GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the
payment of applicable license fees, IDEMIA grants to Licensee a
personal, limited, non-transferable (except as permitted in Section 7)
and non-exclusive license under IDEMIA’s copyrights and Confidential
Information (as defined in the Primary Agreement) embodied in the
Software to use the Software, in object code form, and the
Documentation solely in connection with Licensee's use of the
Designated Products. This Agreement does not grant any rights to
source code.
3.2. If the Software licensed under this Agreement contains or
is derived from Open Source Software, the terms and conditions
governing the use of such Open Source Software are in the Open
Source Software Licenses of the copyright owner and not this
Agreement. If there is a conflict between the terms and conditions of
this Agreement and the terms and conditions of the Open Source
Software Licenses governing Licensee’s use of the Open Source
Software, the terms and conditions of the license grant of the
applicable Open Source Software Licenses will take precedence over
the license grants in this Agreement. If requested by Licensee,
IDEMIA will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement;
(ii) identify the Open Source Software and provide Licensee a copy of
the applicable Open Source Software License (or specify where that
license may be found); and, (iii) provide Licensee a copy of the Open
Source Software source code, without charge, if it is publicly available
(although distribution fees may be applicable).
SECTION 4. LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal
business purposes and only in accordance with the Documentation.
Any other use of the Software is strictly prohibited. Without limiting the
general nature of these restrictions, Licensee will not make the
Software available for use by third parties on a "time sharing,"
"application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third
party to: (i) reverse engineer, disassemble, peel components,
decompile, reprogram or otherwise reduce the Software or any portion
to a human perceptible form or otherwise attempt to recreate the
source code; (ii) modify, adapt, create derivative works of, or merge
the Software; (iii) copy, reproduce, distribute, lend, or lease the
Software or Documentation to any third party, grant any sublicense or
other rights in the Software or Documentation to any third party, or take
any action that would cause the Software or Documentation to be
placed in the public domain; (iv) remove, or in any way alter or obscure,
any copyright notice or other notice of IDEMIA's proprietary rights; (v)
provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any
third party or on any machine except as expressly authorized by this
Agreement; or (vi) use, or permit the use of, the Software in a manner
that would result in the production of a copy of the Software solely by
activating a machine containing the Software. Licensee may make one
copy of Software to be used solely for archival, back-up, or disaster
recovery purposes; provided that Licensee may not operate that copy
of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation
as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by IDEMIA in writing,
Licensee will not, and will not enable or allow any third party to: (i)
install a licensed copy of the Software on more than one unit of a
Designated Product; or (ii) copy onto or transfer Software installed in
one unit of a Designated Product onto another device. Licensee may
temporarily transfer Software installed on a Designated Product to
another device if the Designated Product is inoperable or
malfunctioning, if Licensee provides written notice to IDEMIA of the
temporary transfer and identifies the device on which the Software is
transferred. Temporary transfer of the Software to another device
must be discontinued when the original Designated Product is returned
to operation and the Software must be removed from the other device.
Licensee must provide prompt written notice to IDEMIA at the time
temporary transfer is discontinued.
SECTION 5. OWNERSHIP AND TITLE
IDEMIA, its licensors, and its suppliers retain all of their proprietary
rights in any form in and to the Software and Documentation, including,
but not limited to, all rights in patents, patent applications, inventions,
copyrights, trademarks, trade secrets, trade names, and other
proprietary rights in or relating to the Software and Documentation
(including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de-compilations,
disassemblies, emulations to or derivative works from the Software or
Documentation, whether made by IDEMIA or another party, or any
improvements that result from IDEMIA’s processes or, provision of
information services). No rights are granted to Licensee under this
Agreement by implication, estoppel or otherwise, except for those
rights which are expressly granted to Licensee in this Agreement. All
intellectual property developed, originated, or prepared by IDEMIA in
connection with providing the Software, Designated Products,
Documentation or related services, remains vested exclusively in
IDEMIA, and Licensee will not have any shared development or other
intellectual property rights.
SECTION 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. If Licensee is not in breach of any of its obligations under
this Agreement, IDEMIA warrants that the unmodified Software, when
used properly and in accordance with the Documentation and this
Agreement, will be free from a reproducible defect that eliminates the
functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect
occurs will be determined by IDEMIA solely with reference to the
Documentation. IDEMIA does not warrant that Licensee’s use of the
Software or the Designated Products will be uninterrupted, error-free,
completely free of Security Vulnerabilities, or that the Software or the
Designated Products will meet Licensee’s particular requirements.
IDEMIA makes no representations or warranties with respect to any
third party software included in the Software.
Reference: IDFL-L042424-01B Page 8 of 8
Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 ● www.na.idemia.com
6.2 IDEMIA’s sole obligation to Licensee and Licensee’s
exclusive remedy under this warranty is to use reasonable efforts to
remedy any material Software defect covered by this warranty. These
efforts will involve either replacing the media or attempting to correct
significant, demonstrable program or documentation errors or Security
Vulnerabilities. If IDEMIA cannot correct the defect within a reasonable
time, then at IDEMIA’s option, IDEMIA will replace the defective
Software with functionally-equivalent Software, license to Licensee
substitute Software which will accomplish the same objective, or
terminate the license and refund the Licensee’s paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are
in lieu of, and IDEMIA disclaims, any and all other warranties
(express or implied, oral or written) with respect to the Software
or Documentation, including, without limitation, any and all
implied warranties of condition, title, non-infringement,
merchantability, or fitness for a particular purpose or use by
Licensee (whether or not IDEMIA knows, has reason to know, has
been advised, or is otherwise aware of any such purpose or use),
whether arising by law, by reason of custom or usage of trade, or
by course of dealing. In addition, IDEMIA disclaims any warranty
to any person other than Licensee with respect to the Software or
Documentation.
SECTION 7. TRANSFERS
Licensee will not transfer the Software or Documentation to any third
party without IDEMIA's prior written consent. IDEMIA’s consent may
be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this
Agreement.
SECTION 8. TERM AND TERMINATION
8.1 Licensee’s right to use the Software and Documentation
will begin when the Primary Agreement is signed by both parties and
will continue for the life of the Designated Products with which or for
which the Software and Documentation have been provided by
IDEMIA, unless Licensee breaches this Agreement, in which case this
Agreement and Licensee's right to use the Software and
Documentation may be terminated immediately upon notice by
IDEMIA.
8.2 Within thirty (30) days after termination of this Agreement,
Licensee must certify in writing to IDEMIA that all copies of the
Software have been removed or deleted from the Designated Products
and that all copies of the Software and Documentation have been
returned to IDEMIA or destroyed by Licensee and are no longer in use
by Licensee.
8.3 Licensee acknowledges that IDEMIA made a considerable
investment of resources in the development, marketing, and
distribution of the Software and Documentation and that Licensee's
breach of this Agreement will result in irreparable harm to IDEMIA for
which monetary damages would be inadequate. If Licensee breaches
this Agreement, IDEMIA may terminate this Agreement and be entitled
to all available remedies at law or in equity (including immediate
injunctive relief and repossession of all non-embedded Software and
associated Documentation unless Licensee is a Federal agency of the
United States Government).
SECTION 9.UNITED STATES GOVERNMENT LICENSING
PROVISIONS & RESTRICTED RIGHTS LEGEND
This Section applies if Licensee is the United States Government or a
United States Government agency. Licensee’s use, duplication or
disclosure of the Software and Documentation under IDEMIA’s
copyrights or trade secret rights is subject to the restrictions set forth
in subparagraphs (c)(1) and (2) of the Commercial Computer Software-
Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable,
unless they are being provided to the Department of Defense. If the
Software and Documentation are being provided to the Department of
Defense, Licensee’s use, duplication, or disclosure of the Software and
Documentation is subject to the restricted rights set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 (OCT 1988), if applicable.
The Software and Documentation may or may not include a Restricted
Rights notice, or other notice referring to this Agreement. The
provisions of this Agreement will continue to apply, but only to the
extent that they are consistent with the rights provided to the Licensee
under the provisions of the FAR or DFARS mentioned above, as
applicable to the particular procuring agency and procurement
transaction.
SECTION 10. CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain
IDEMIA’s valuable proprietary and Confidential Information and are
IDEMIA’s trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
SECTION 11. GENERAL
11.1. COPYRIGHT NOTICES. The existence of a copyright
notice on the Software will not be construed as an admission or
presumption of publication of the Software or public disclosure of any
trade secrets associated with the Software.
11.2. COMPLIANCE WITH LAWS. Licensee acknowledges that
the Software is subject to the laws and regulations of the United States
and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee
will not, without the prior authorization of IDEMIA and the appropriate
governmental authority of the United States, in any form export or re-
export, sell or resell, ship or reship, or divert, through direct or indirect
means, any item or technical data or direct or indirect products sold or
otherwise furnished to any person within any territory for which the
United States Government or any of its agencies at the time of the
action, requires an export license or other governmental approval.
Violation of this provision is a material breach of this Agreement.
11.3. GOVERNING LAW. This Agreement is governed by the
laws of the United States to the extent that they apply and otherwise
by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, to the extent they
do not conflict with the laws of the United States, or the internal
substantive laws of the State of Delaware if Licensee is not a sovereign
government entity. The terms of the U.N. Convention on Contracts for
the International Sale of Goods do not apply. In the event that the
Uniform Computer Information Transaction Act, any version of this Act,
or a substantially similar law (collectively "UCITA") becomes applicable
to a party's performance under this Agreement, UCITA does not
govern any aspect of this Agreement or any license granted under this
Agreement, or any of the parties' rights or obligations under this
Agreement. The governing law will be that in effect prior to the
applicability of UCITA.
11.4. THIRD PARTY BENEFICIARIES. This Agreement is
entered into solely for the benefit of IDEMIA and Licensee. No third
party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this
Agreement. Notwithstanding the foregoing, any licensor or supplier of
third party software included in the Software will be a direct and
intended third party beneficiary of this Agreement.
11.5. PREVAILING PARTY. In the event of any dispute arising
out of the subject matter of this Agreement, the prevailing party shall
recover, in addition to any other damages assessed, its reasonable
attorneys' fees and court costs incurred in arbitrating, litigating, or
otherwise settling or resolving such dispute.
11.6 SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, and 11 survive
the termination of this Agreement