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Exhibit 10.1
PRODUCT
LICENSE AGREEMENT AND ENGINEERING SERVICES
AGREEMENT
1.
Parties: This Agreement is between Sequiam
Biometrics, Inc., a Florida corporation with its principal
place of business at 300 Sunport Lane, Orlando, FL 32809
("Sequiam") and Tacoma Technology Inc., A Taiwanese
corporation with its principal place of business at 104 3F-7,
No.171 Chang-An East Road, Sec. 2, Taipei, Taiwan, R.O.C.
(“Tacoma").
2.
Term: This Agreement shall take effect
November 1, 2007 and remain in effect through October 31,
2008. At the sole option of Sequiam this Agreement may be
extended under the same terms and conditions for additional
1-year periods upon 30 days written notice. This Agreement may
be further extended or modified upon mutual agreement between
the parties.
3.
Agreements
A.
License Agreement: Sequiam hereby agrees to
license from Tacoma exclusive rights in all Tacoma
Intellectual Properties including all patents and trademarks
(the “IP”), which Tacoma either owns or controls.
This license shall be an exclusive world-wide license. A list
of current products to which Sequiam currently has the rights
under the terms of this Agreement is attached as "Exhibit A."
Additional works owned or controlled by Tacoma shall be
licensed to Sequiam under the terms of this master license
Agreement by executing individual "Intellectual Property
License Orders" ("IP Orders") in the form of "Exhibit B."
Specific IP Orders shall be signed and dated by the licensor
of the intellectual property (Tacoma) and by the licensee
(Sequiam) in order to be effective. The term of each IP Order
shall be for the remainder of the term of this Agreement
unless otherwise specified in writing.
B.
Services Agreement: Tacoma hereby agrees to
provide software programming and engineering services to
Sequiam. Tacoma agrees to provide continuous
product support to Sequiam on a monthly basis for all existing
products and all derivatives and variations thereof. In
addition, Tacoma agrees to provide continuous product
development support to Sequiam on a monthly basis for new
products to the extent that Tacoma’s existing staff and
resources are available on a full time basis. To
the extent that outside services are necessary to supplement
Tacoma services in order to support new product development
requirements, Sequiam and Tacoma will agree, on a
project-by-project basis, to outsource such services as
needed. Upon approval, Sequiam will reimburse
Tacoma or pay the service provider directly.
4.
Earned Fees and Royalties: Sequiam shall
pay to Tacoma, a fixed fee of $7,500.00 per month and royalty
of $0.50 per unit of product manufactured and sold by Sequiam
that includes the use of the Tacoma Matching Algorithm and
related software. No royalty shall be payable on copies
furnished for review and testing, returned products, destroyed
products, products given away free for publicity, promotional
purposes, or to introduce additional sales. Royalties shall be
paid quarterly on the 15 th day
of the month following each calendar quarter.
5.
Marketing and Promotion: Sequiam shall have
the right to promote and advertise Products as it deems
appropriate.
6.
Tacoma's Warranty: Tacoma represents and
warrants to Sequiam that the work is original and that Tacoma
is the sole author and proprietor thereof, and has full power
to enter into this Agreement. Tacoma agrees to indemnify and
hold harmless Sequiam against any damage or judgment,
including court costs and
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