Exhibit 10.12

AGREEMENT BETWEEN
METROPOLITAN GOVERNMENT OF NASHVILLE
AND DAVIDSON COUNTY

AND
ADVANCED TECHNOLOGY SYSTEMS, INC
FOR
LICENSING OF SOFFWARE PRODUCTS AND SERVICES

This contract is entered into on this ___ day of _________, 2006, by and between The Metropolitan Government of Nashville and Davidson County, a municipal corporation of the State of Tennessee (“Metro”) and Advanced Technology Systems (CONTRACTOR), a Virginia Corporation, registered and licensed to do business in the State of Tennessee whose business address is:  7915 Jones Branch Drive, McLean, Virginia 22102.

This contract consists of the following documents:

a)                                       any properly executed amendment or change order to this contract (most recent with first priority),

b)                                      This Contract,

c)                                       Contractor’s Best and Final Offer,

d)                                      Contractor’s Payment Schedule,

e)                                       ATS and Subcontractor Software License Agreement

f)                                         Denali Software License Agreement,

g)                                      Contractor’s Supplemental Response to Request for Proposal 05-72,

h)                                      Contractor’s Response to Request for Proposal 05-72,

i)                                          Contractor’s Software End-User License Agreement,

j)                                          Request for Proposal 05-72, including Amendments 1, 2, 3, 4, and 5,

k)                                       Source Code Escrow Agreement,

1)                                       Performance Bond,

m)                                    Certificate of Insurance, and

n)                                      Affidavit.

In the event of conflicting provisions, all documents shall be construed according to the following priorities:

a)                                       any properly executed amendment or change order to this contract (most recent with first priority),

b)                                      This Contract,

c)                                       Contractor’s Best and Final Offer,

d)                                      Contractor’s Payment Schedule,

e)                                       ATS and Subcontractor, Software License Agreement

f)                                         Denali Software License Agreement,

g)                                      Contractor’s Supplemental Response to Request for Proposal 05-72,

h)                                      Contractor’s Response to Request for Proposal 05- 72,

i)                                          Contractor’s Software End-User License Agreement,

j)                                          Request for Proposal 05-72, including Amendments 1, 2, 3, 4, and 5,

k)                                       Source Code Escrow Agreement,

1)                                       Performance Bond,

m)                                    Certificate of Insurance, and

n)                                      Affidavit.

1.             Definition

The following terms are defined for the purpose of this Agreement as follows:

(a)           “Software” means Contractor’s software programs (i) which contain systematic manipulative compilations of industry data, (ii) which meet those requirements agreed upon by Contractor and Metro set forth in RFP, which is incorporated into and made a part of this Agreement by this reference, and (iii) which will be specifically modified by Contractor to meet those requirements agreed upon by Contractor and Metro and set forth in Contractor’s Response to Request For Proposal 05-72, to be attached hereto upon such agreement and to be incorporated into and made a part of this Agreement by this reference. Software includes software programs and all future versions of this program, regardless of the computer language used to write them, and documentation provided in direct machine executable for human-readable, printed or imprinted form.

The Software can be used in conjunction with Microsoft Access, Microsoft SQL Server and Oracle database products. This contract provides appropriate licensing with SQL Server, via Client Access Licenses and Embedded Server Licenses to support the Advanced Records Management application.

(b)                                  “Source Code” means that series of machine instructions in human-readable form from which Object Code may be generated.

(c)                                   “Object Code” means a series of instructions in direct machine executable form, which cause a computer to perform its functions or to perform specific tasks in a pre-assigned order.

(d)                                  “Derivative Works” means a revision, modification, translation, abridgement, compilation, condensation or expansion of the applicable underlying work or any form in which that work may be recast, transformed or adapted, and which, if prepared without the consent of the copyright owner, would be a copyright infringement.

(e)                                   “Underlying Works” means all works of authorship fixed in any tangible medium of expression that: (a) had already been conceived, invented, created or acquired by Contractor or a third party prior to the effective date of this Contract and that were not conceived, invented or created for Metro’s use or benefit in connection with this Contract; or (b) are conceived, invented, created or acquired by Contractor or a third party after such effective date, but only to the extent such works of authorship

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do not constitute Work Product.  An Underlying Work includes all intermediate and partial versions thereof, as well as all source code, object code, documentation, formulae, processes, algorithms, designs, specifications, inventions, discoveries, concepts, improvements, materials, program materials, software, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, apparatus, methods, techniques, other creations, and the like, whether or not patented or patentable or otherwise protectable by law

(f)                                     “Work Product” means all works of authorship fixed in any tangible medium of expression (including, without limitation, computer programs), and all intermediate and partial versions thereof, as well as all source code, object code, documentation, formulae, process, algorithms, designs, specifications, inventions, discoveries, concepts, improvements, ideas, know-how, techniques, materials, program materials, software, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, apparatus, methods, techniques, other creations, and the like, whether or not patented or patentable or subject to copyright, or otherwise protectable by law, that are created, invented or conceived for the use or benefit of Metro in connection with this Contract: 9a) by any of Contractor’s personnel, any Metro personnel, where “personnel’ includes employees, contractors (including, in the case of Contractor, its subcontractors), agents and the like, (b) any person who was an employee of Metro and then became an employee of Contractor or any of its contractors (including subcontractors) or agents, where, although creation or reduction-to-practice is completed while the person is an employee of Contractor or such contractors (including subcontractors) or agents, any portion of the same was created, invented or conceived by such person while an employee of Metro.  In Pursuit RMS software delivered pursuant to this agreement and any enhancements or customizations to In Pursuit RMS software are specifically excluded from the definition of “Work Product”.  MNPD is licensed pursuant to Exhibit “D” to use RMS software.

(g)                                  “Metropolitan Nashville Police Department Purposes License” (or “MNPD License”) means a non-transferable, perpetual, fully paid-up, royalty free license to possess, use, copy and modify Work Product exclusively by and for the Metropolitan Nashville Police Department , to store and retrieve information on crimes and arrests in Nashville and Davidson County and its customers within the standard Metropolitan Statistical Area including the following counties: Montgomery, Robertson, Sumner, Macon, Jackson, Clay, Overton, Pickett, Fentress, Trousdale, Dickson, Cheatham, Davidson, Wilson, Smith, Putnam, Cumberland, White, DeKalb, Rutherford, Williamson, Hickman, Lewis, Maury, Marshall, Bedford, Cannon, Coffee, Warren, Van Buren, Bledsoe, Rhea, Meigs, Hamilton, Sequatchie, Marion, Grundy, Franklin, Moore, Lincoln, Giles, and Lawrence.

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Further Contract and Service Agreement Definitions can be found in Exhibit B, “MNPD CONTRACT DEFINITIONS”.

2.             Duties and Responsibilities of Contractor

Upon execution of the Agreement, Metro and Contractor shall begin work on the Developed Documents as defined in paragraph 1.02.  The Developed Documents shall be completed within 90 days.  When the Developed Documents are completed and agreed to by the parties, such Developed Documents shall become part of this Agreement by amendment thereto.

In the event that Metro and Contractor cannot agree with the Developed Documents, Metro reserves the right to terminate the Agreement within ten days written notice to Contractor after delivery of the Developed Documents to Metro.  In the event that the Developed Documents materially modify Contractor’s Proposal and the material modification is introduced by Contractor, Metro may reject the Developed Documents, at its sole option, and be relieved of any obligation in the Agreement and contractor shall refund to Metro any payments made to Contractor under this Agreement in excess of the costs incurred by Contractor in preparing the Developed Documents.

2.01         Contractor shall provide Metro with a system and software for an integrated, full-featured Advanced Records Management and Automated Field Reporting System for the Metropolitan Nashville Police Department (MNPD).  Contractor shall provide the software set forth in Contractor’s response to Request For Proposal, which is attached hereto and incorporated by reference herein.  Contractor shall provide maintenance, support and services for this system software during delivery, installation and testing.  Contractor shall provide maintenance, service and support for this system pursuant to the service and support agreements attached hereto.

2.02         This contract shall have two phases:

Phase I shall include the development and completion of Developed Documents consisting of: project work plan with specific assignments; hardware and software schedule; functional specifications and detailed design document; customization specifications; training plan; set-up of a pilot/test environment for Metro, and Acceptance Test plan.  These documents shall be known, collectively, as the “Developed Documents”.

i)                                          Metro and Contractor recognize the critical nature of system performance on the success of the system installation.  During Phase I of this Agreement, Contractor and Metro will develop specifications for hardware, software, and network configurations.  With these configurations, Contractor and Metro will agree to a range of expected system response times for critical system functions.  Overall, the system

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shall be configured such that 95% of all transactions complete within 1 second and 99% of all transactions complete within 2 seconds.  Transaction timing is from keyboard transmit to the start of screen response.  These configurations and expected system response times will be a part of the Phase I deliverable and will represent a commitment from Contractor to deliver the response times specified.  If during subsequent phases of this Agreement, response times exceed the range specified, and Metro can demonstrate that it has deployed the hardware, software and network equipment as specified in the Phase I deliverable, then Contractor will be notified of the response time deficiency.  Contractor will be given 10 (ten) days to cure the response time deficiency.  If the response time deficiency is not cured in that timeframe, Contractor will be responsible for all cost related to additional equipment, software, or network infrastructure necessary to bring the response time to the specified level.  If the response time deficiency is not cured within 30 (thirty) days, Metro will be entitled to liquidated damages in the amount of $1,000 per day.  Liquidated damages shall be calculated from the date of notification to Contractor, and will continue until the response times issue is resolved up to a maximum of $90,000.

ii)                                       Phase II shall include the delivery and installation of the equipment and software as required by this contract and the Developed Documents, the completion of the software customization and the implementation of network connectivity.  Phase II shall include the provision of documentation, training and testing, in accordance with the Acceptance Test Plan within the Developed Documents.  The date of acceptance of the system shall be the business day immediately following the successful acceptance testing of the system.  The parties shall sign a document acknowledging the successful acceptance testing on the date of acceptance.  Acceptance of the system activates the one year application warranty coverage and post implementation support.

2.03                            System Acceptance of and Phase II shall be completed in accordance with the Developed Documents.  Completion of the Project is dependent upon deliverables from both Contractor and Metro.  Should Metro and MNPD fail to meet their deliverable dates as defined in the Developed Documents, the resultant time delay will be added to the completion date.

2.04                            Contractor warrants that the software provided pursuant to this Agreement shall meet the requirements as specified in Metro’s Request For Proposal and Contractor’s response to Request For Proposal.

2.05                            Contractor shall assume the overall responsibility for the work, including the application, and shall provide the project management and expertise necessary to complete Phases I and II in a professional and timely manner in accordance with the Contract and the Developed Documents

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2.06                            Contractor will develop a project control system to control items which directly affect project progress, such as design change control, resource assignment and allocations, project schedules and problem/issue escalation and resolution.

2.07                            All performance (which includes services, materials, supplies and equipment furnished or utilized in the performance of this Contract, and workmanship in the performance of services) shall be subject to inspection and test by Metro and MNPD at all times during the term of this Contract.  Vendor shall provide adequate cooperation to any inspector assigned by Metro to permit him or her to determine Vendor’s conformity with the specifications and the adequacy of the services being provided under this Contract.  All inspection by Metro and MNPD shall be made in such a manner as not to unduly interfere with Vendor’s performance.

3.             Term .

3.01                            The term of this contract is five (5) years.

3.02                            This contract may be may not be extended.

4.             Compensation.

4.01                            The total cost for this contract will not exceed $4,599,366, unless properly amended upon completion of Phase I of this agreement.  Reimbursements to Contractor for travel and expenses shall be in accordance with Metro’s travel regulations.  There will be no other charges or fees for the performance of this contract without a properly executed amendment to the Contract.  All payments by Metro shall be made within thirty (30) days of receipt and approval of invoice.

4.02                            Subject to and in accordance with the provisions of this Section, Metro may withhold payment of any invoice from Contractor (or part thereof) that it in good faith disputes as due or owing.  In such case, Metro shall pay any undisputed amounts and provide a written explanation to Contractor of the reason it disputes the amount.  The failure of Metro to pay a disputed invoice, or to pay the disputed part of an invoice, shall not constitute a breach or default by Metro, so loping as Metro complies with the provisions of this Section 3.03.  All of Contractor’s obligations under this Contract shall continue unabated during the resolution of the dispute.

5.             Taxes .

Metro shall not be responsible for any taxes that are imposed on Contractor.  Furthermore, Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to Metro.

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6.             Warranty.

6.01                            Warranty of Title - Contractor represents and warrants to Metro that Contractor (“Developer”) is the owner of the System Software (“the Software”) and that Contractor has the right to grant to Metro the license and rights set forth in this Contract.  In the event of breach or threatened breach of the foregoing representation and warranty, the Contractor may, at its option i.) procure, at Contractor’s expense, the right to use the Software, ii.) replace the Software, or any part thereof that is in breach, with software of comparable functionality that does not cause any breach, or iii.) refund to Metro the full amount of the license fee upon the return of the Software and all copies thereof to Contractor.

6.02                            Warranty of Functionality - Contractor represents and warrants that during the term of the Agreement that (1) the Software licensed in this Agreement constitute all the software, applications required to operate the system as specified in the RFP; (2) the Software shall perform according to Developer’s published software manuals operate as per specifications provided by the user documentation provided with the system including any updated Software, as per the specifications in the RFP; (3) the Software as delivered to User, will meet these specifications, without the need for customization or modification, or the delivery of any additional services; (4) the Software will be free of any defect in material of the medium in which the programs are delivered, or any virus, other program routine designed to erase or otherwise harm User’s hardware, data, or their programs.

6.03                            Performance of the Services - Contractor represents and warrants to Metro that it has the skills, resources and expertise to provide all services in accordance with the terms of this Contract.  Without limiting the generality of the foregoing, Contractor represents and warrants to Metro that all services provided under this Contract shall be provided in a timely, professional and workmanlike manner consistent with industry standards of quality and integrity provided, however, that where this Contract specifies a particular standard or criteria for performance, this warranty is not intended to and does not diminish that standard or criteria for performance.

6.04                            Viruses and Disabling Devices.  Contractor shall implement and use industry best practices to identify, screen, and prevent, and shall not introduce, and Disabling Device in hardware, software or other resources utilized by Contractor, Metro or any third party in connection with the services.  A “Disabling Device” is any virus, timer, clock, counter, time lock, time bomb, Trojan horse, worms, file inflectors, boot sector infectors or other limiting design, instruction or routine and surveillance software or routines or data gathering or collecting software or devices that could, if triggered, erase data or programming, have an adverse impact on the services, cause the hardware, software or other resources to become inoperable or otherwise incapable of being used in the full manner for which such hardware, software or other resources were intended to be used, or that collect data or information.  At no cost or expense to Metro and without adversely a impacting the services, Contractor shall reduce and/or eliminate the effects of any Disabling Device including, without limitation, by restoring and/or bearing the cost to recreate any lost data and/or software programming.

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7.             License .

7.01                            Contractor has the right to grant to Metro the rights set forth in this agreement.

7.02                            Contractor hereby grants to Metro a perpetual, non-exclusive license to use the Software in Davidson County and the Nashville MSA as set forth in this agreement.

703                               Metro understands the confidential nature of the Software licensed by Contractor and agrees to use all reasonable controls to protect the confidential nature of all Software licensed by Contractor or licensed to Contractor by a third party which shall in no event be less than the same standard of care which User uses to protect its own most proprietary, confidential information.  Contractor understands and recognizes that Metro is a government entity and as such is subject to the Tennessee Open Records Act.  In the event that a request is received under or with reference to that Act, Metro agrees to so notify Contactor at its earliest convenience.  Contractor understands and recognizes that Metro will comply with the Tennessee Open Records Act even if it conflicts with the terms of this Agreement.  Therefore, Contractor agrees that compliance with the Tennessee Open Records Act is not a breach of this Agreement and Contractor will not be entitled to:  terminate the License granted herein, a cause of action against Metro, and/or any damages for Metro’s complying with the Tennessee Open Records Act.

7.04                            Metro as the Holder of a “Metropolitan Nashville Police Department (MNPD) Purposes” License to Work Product, Metro shall be the sole and exclusive holder of a “MNPD Purposes” License to possess and use all Work Product for the Metropolitan Government of Nashville and Davidson County, Tennessee, to store and retrieve information on crimes and arrests in Nashville and Davidson County, and notwithstanding all other interests to the Work Product that may be held by Contractor or any other entity or person, in the nature of copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product.  Ownership of the MNPD License to the Work Product shall inure to the benefit of Metro from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first).  Contractor shall obtain similar written undertakings from all subcontractors, employees and consultants who will perform any services for this Contract, so as to ensure Metro’s ownership of the “MNPD Purposes” License to possess and use the Work Product as provided herein, and shall not commence the deployment of any such subcontractor, employee or consultant until such a written undertaking has been obtained from any such subcontractor, employee or consultant and delivered to Contractor.  Metro shall have unrestricted access to all Contractor materials, premises and computer files containing the Work Product, for any and all purposes within the “MNPD Purposes” license.  The parties will cooperate with each other and execute such other documents as may be appropriate to achieve the objectives of this Section.

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7.05                            [Text deleted] 7.06                Intellectual Property.  Contractor promptly and fully shall disclose in writing and deliver to Metro a copy of all Work Product, which delivery, in the case of computer programs, shall include object code and all available user manuals and other documentation, including any documentation specifically requested by Metro.  Contractor shall deposit all source code in strict accordance with the Escrow Agreement marked as Exhibit D, hereto.  Contractor shall provide to MNPD, on a quarterly basis, a written report identifying all items of information within the body of Work Product

7.07                            Contractor’s Underlying and Derivative Works.  Notwithstanding anything to the contrary contained in this Contract, including this Section 6, Contractor shall be the sole and exclusive owner of all of Contractor’s Underlying Works and all Derivative Works.

7.08                            Third-Party Underlying and Derivative Works.  Notwithstanding anything to the contrary contained in this Contract, including this Section 6, the sole and exclusive owner of any third party’s Underlying Works, Work Product and of all Derivative Works thereof that are created, invented, conceived, and fixed in a tangible medium of expression by such third party shall be the applicable third party; provided, however, that Contractor shall not implement or utilize any third-party Works in the provision of any services unless the third-party Works are commercially available or Contractor has obtained from such third parties all rights and licenses required to deliver the MNPD Purposes License to the MNPD and required to perform the services under this Contract.  The terms and conditions of all such rights and licenses shall be subject to the review and approval of Metro prior to their implementation by Contractor under this Contract.  With respect to all technology used and to be used by Contractor to perform the services hereunder, whether proprietary to  Contractor or known to be proprietary to any other person, Contractor hereby grants and agrees to grant to Metro, or shall cause to be granted by the licenses thereof, as the case may be, without additional charge, such licenses and sublicenses as may be necessary in order for Metro, and its authorized representatives (including third party service providers), to use, or receive the benefit of the use by contractor of, such technology in connection with the services under this Contract.

7.09                            Advance Consents.  Contractor shall obtain advance consents from Contractor’s licensors and lessors to the conveyance or assignment, at no cost to Metro, for all licenses and leases related to the services under this Contract upon Disengagement.  If such advance consents cannot be obtained, contractor shall promptly notify Metro so that Metro shall have the option to enter into the applicable license or lease in its own name.

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7.10                            Metro Data.  Metro shall permit Contractor to have access to Metro data solely to the extent that Contractor requires access to such data to provide the services in accordance with the terms of this Contract.  Contractor may only access and process Metro data in connection herewith or as directed by Metro in writing and may not otherwise modify Metro date, merge it with other data, commercially exploit it or engage in any other practice or activity that may in any manner adversely affect the integrity, security or confidentiality of such data, other than as specifically permitted herein or as directed by Metro in writing.  Contractor understands and agrees that Metro owns all right, title, and interest in and to the Metro data and in and to any modification, compilation or Derivative Works therefrom.

7.11.                         Cooperation.  If at any time Metro brings or investigates the possibility of bringing, any claim against any person for infringement of any patent, trademark, copyright or similar proprietary right of Metro, including misappropriation of trade secrets and misuse of confidential information, then Contractor, upon the request and at the expense of Metro, shall cooperate with and assist Metro in the investigation or pursuit of such claim, and provide Metro with any information, in Contractor’s possession that may be of use to Metro in the investigation or pursuit of such claim.

8.             Copyright, Trademark, Service Mark, or Patent Infringement.

8.01                            Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against Metro to the extent that it is based on a claim that the products or services furnished infringe a United States copyright, Trademark, Service Mark, or patent.  Contractor shall further indemnify and hold harmless Metro against any award of damages and costs made against Metro by a final judgment of a court of last resort in any such suit.  Metro shall provide Contractor immediate notice in writing of the existence of such claim and full right and opportunity to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so.  No costs or expenses shall be incurred for the account of Contractor without its written consent.  Metro reserves the right to participate in the defense of any such action.  Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon Metro unless approved by the Metro Department of Law Settlement Committee and, where required, the Metro Council.

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8.02                            If the products or services furnished under this contract are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor’s obligation to satisfy the final award, Contractor may at its option and expense:

i)                                          Procure for Metro the right to continue using the products or services.

ii)                                       Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to Metro, so that they become non-infringing.

iii)                                    Remove the products or discontinue the services and cancel any future charges pertaining thereto.

iv)                                   Provided, however, that Contractor will not exercise option b.iii until Contractor and Metro have determined that options b.i. and b.ii. are impractical.

8.03                            Contractor shall have no liability to Metro, however, if any such infringement or claim thereof is based upon or arises out of:

i)                                          The use of the products or services in combination with apparatus or devices not supplied or else approved by Contractor.

ii)                                       The use of the products or services in a manner for which the products or services were neither designated nor contemplated.

iii)                                    The claimed infringement in which Metro has any direct or indirect interest by license or otherwise, separate from that granted herein.

8.04                            Contractor is not liable if any infringement claim is based upon (i) the interconnection, operation or use of the equipment or software product in combination with equipment, software or other devices not made or supplied by Contractor, (ii) use of operation of the equipment or software product in a manner for which it was not designed or recommended by Contractor or (iii) alteration, adaptation or modification of the equipment of software Subject to the limitation of liability provision herein, Contractor shall pay damages finally awarded for any settlement made with Contractor’s prior written authorization.

9.             Termination-Breach.

Should Contractor fail to fulfill in a timely and proper manner its obligations under this contract or if it should violate any of the terms of this contract, Metro shall have the right to immediately terminate the contract.  Such termination shall not relieve Contractor of any liability to Metro for damages sustained by virtue of any breach by Contractor.  The foregoing notwithstanding, Metro shall provide Contractor written notice of the alleged violation or breach and Contractor shall have 30 days in which to cure said alleged violation or breach.  If at the end of such 30 day period Contractor has failed to cure any such violation or breach, Metro may terminate this contract In the event that contract is so terminated Metro shall not be liable for any further payments under the Contract, and Contractor shall, within 30 days following termination, refund to Metro the system software and services by paying to Metro an amount equal to the sums theretofore paid by Metro.

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