EXHIBIT 10.20
SOURCE CODE LICENCE AGREEMENT
THIS AGREEMENT is dated for reference the 15th day of April, 2003
BETWEEN:
IMAGIS TECHNOLOGIES INC., a company incorporated under the laws of the
Province of British Columbia, Canada and having an office at 1630 -
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
(the "Licensor")
AND:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, businessman, of 1300 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
(the "Licensee")
WHEREAS:
(A) The Licensor and Licensee entered into a loan agreement dated February 21,
2003 (the "Loan Agreement") providing for the terms and conditions under which
the Licensee provided a line of credit in the maximum amount of Cdn. $200,000
(the "Line of Credit") to assist in the Licensor's cash flow management;
(B) The Licensor entered into a security agreement dated February 21, 2003
granting security over its trade account receivables to the Licensee as security
for the Licensor's obligation to the Licensee in connection with the Line of
Credit;
(C) The Licensor and Licensee have further entered into an amended and restated
loan agreement dated April 15, 2003 (the "Amended and Restated Loan Agreement")
providing for the terms and conditions under which the Licensee agreed to extend
the line of credit from the maximum amount of Cdn. $200,000 to Cdn. $500,000
(the "Extended Line of Credit") to assist in the Licensor's cash flow management
and general working capital;
(D) As a condition of entering into the Amended and Restated Loan Agreement, the
Licensor entered into a security agreement dated April 15, 2003 granting
security over all its present and after-acquired personal and real property;
(E) The Licensor and Licensee further entered into an escrow agreement dated
April 15, 2003 (the "Source Code Escrow Agreement") providing for the terms and
conditions under which the Licensor will deposit the Source Codes and this
Licence Agreement in escrow and will release the Source Codes and this Licence
Agreement to the Licensee under the terms
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and conditions set out in the Amended and Restated Loan Agreement and the Source
Code Escrow Agreement; and
(F) The Licensor and the Licensee now wish to provide, under the terms and
conditions of this Licence Agreement, a licence for the use of the Source Codes
by the Licensee in the event that such Source Codes are released from escrow to
the Licensee pursuant to the Source Code Escrow Agreement;
NOW THEREFORE in consideration of the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree to be legally
bound as follows:
PART 1
DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Licence Agreement, unless the context otherwise requires, the
following terms shall have the following meanings, respectively:
(a) "Amended and Restated Loan Agreement" has the meaning ascribed thereto
in Recital C;
(b) "Business Day" means each week day from Monday to Friday except any
statutory holiday observed in the Province of British Columbia;
(c) "Confidential Information" has the meaning ascribed thereto in ss.4.2;
(d) "Disclosing Party" has the meaning ascribed thereto in ss.4.2;
(e) "Effective Date" has the meaning ascribed thereto in ss.2.4;
(f) "Extended Line of Credit" has the meaning ascribed thereto in Recital
(C);
(g) "Insolvency Event" has the meaning ascribed thereto in ss.7.1(b);
(h) "Licence" has the meaning ascribed thereto in ss.2.1;
(i) "Licence Agreement" means this source code licence agreement, made
effective the Effective Date, including, without limitation, schedules
attached hereto or specifically incorporated by reference herein, as from
time to time supplemented or amended by one or more agreements, schedules
entered into pursuant to the applicable provisions of this source code
licence agreement or incorporating this source code licence agreement by
reference;
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(j) "Licensee Product" means a product of the Licensee that incorporates or
is based upon the Source Codes or any Modifications;
(k) "Line of Credit" has the meaning ascribed thereto in Recital (A);
(l) "Loan Agreement" has the meaning ascribed thereto in Recital (A);
(m) "Modifications" means any modifications, amendments, alterations,
improvements, changes, updates, upgrades, enhancements, deletions or
derivative work of any Source Code;
(n) "Receiving Party" has the meaning ascribed thereto in ss.4.2;
(o) "Source Code Escrow Agreement" has the meaning ascribed thereto in
Recital (E);
(p) "Source Codes" means each source code listed in Schedule A and any
related documentation with respect to the source codes, and any Updates;
(q) "Tangible Media" means any document, magnetic tape, disk or other
physical medium containing the Source Codes;
(r) "Term" has the meaning ascribed thereto in ss.2.4; and
(s) "Update" means any modification, update, enhancement, change, deletion
or new release of the Source Codes made by the Licensor.
Interpretation
1.2 In this Licence Agreement, except as otherwise expressly provided or as the
context otherwise requires
(a) Parts of Agreement: a reference to a Part is to a Part of this Licence
Agreement, and the symbolss. followed by a number or some combination of
numbers and letters refers to the section, paragraph, subparagraph, clause
or subclause of this Licence Agreement so designated,
(b) Headings: the headings are for convenience only and are not intended as
a guide to interpretation of this Licence Agreement or any part of it,
(c) "Including": the word including or includes, when following a general
statement or term, is not to be construed as limiting the general statement
or term to any specific item or matter set forth or to similar items or
matters, but rather as permitting the general statement or term to refer
also to all other items or matters that could reasonably fall within its
broadest possible scope,
(d) Accounting Terms: an accounting term not otherwise defined herein has
the meaning assigned thereto, and every calculation to be made hereunder is
to be made, in
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accordance with Canadian generally accepted accounting principles and
applied on a consistent basis,
(e) Currency: a reference to currency means Canadian currency,
(f) References to Statutes: a reference to a statute includes all
regulations made thereunder, all amendments to the statute or regulations
in force from time to time, and any statute or regulation that supplements
or supersedes such statute or regulations,
(g) Successors: a reference to an entity includes any successor to that
entity,
(h) Gender, Number, etc.: a word importing the masculine gender includes
the feminine and neuter, a word in the singular includes the plural, a word
importing a corporate entity includes an individual, and vice versa and
"person" will mean an individual, partnership, corporation (including a
business trust), joint stock company, trust unincorporated association,
joint venture, or other entity or a government or any agency, department or
instrumentality thereof and vice versa,
(i) Approvals in Writing: a reference to approval, authorization or consent
means written approval, authorization or consent regardless of whether
expressly so stated and whenever a party is entitled to act in its
discretion under this Licence Agreement, that party will act reasonably and
not arbitrarily in exercising such discretion, unless expressly specified
otherwise,
(j) Conflicts: if there is any conflict or inconsistency between any of
this Licence Agreement, any appendix or any schedule the conflict will be
resolved in the following order of precedence:
(i) schedules will prevail over this Licence Agreement and any
appendix hereto, and
(ii) appendices hereto will prevail over this Licence Agreement,
(k) Business Days: if any date on which any action is required to be taken
hereunder by any of the parties is not a Business Day, that action will be
required to be taken on the next succeeding day which is a Business Day
unless otherwise expressly provided in this Licence Agreement, and
(l) Technical Terminology: words, phrases and acronyms not otherwise
defined herein that have a meaning commonly understood and accepted by
persons familiar with the business of information technology will be
interpreted and understood to have that meaning herein.
Schedules
1.3 Schedule A is attached hereto and incorporated by reference into this
Licence Agreement.
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PART 2
GRANT OF RIGHTS AND CONDITIONS OF SOURCE CODE USE
Grant of Licence
2.1 Subject to the terms and conditions expressly set forth in this Licence
Agreement, the Licensor hereby grants to the Licensee, for the Term of this
Licence Agreement, a non-exclusive, world-wide, fully paid-up, royalty-free
licence (the "Licence") to use, manufacture, market, distribute and sub-license
products based on the Source Codes. The grant of this Licence does not
constitute a sale of the Source Codes.
Licensee Right to Modify
2.2 The Licensee or his contractors may make Modifications to any Source Code as
he deems necessary for his business purposes and all Modifications will be
vested in the Licensee.
Restrictions on Use
2.3 The Licensee will:
(a) not make additional copies of any Source Code except for one copy as
necessary for back-up purposes and, for greater certainty, software may be
provided to a sub-licensee in object-code form only as integrally
incorporated into or with any Licensee Product for the purposes of any
sub-licence agreement;
(b) maintain and disallow the removal of any copyright or other proprietary
notice in or on any Source Code;
(c) allow any Source Code only to be used and accessed by Licensee;
(d) not transmit, or provide access to, any Source Code over computers,
systems and networks, to any third party;
(e) not sublicence, assign, rent, sell, lease, distribute or otherwise
transfer any Source Code other than as expressly permitted in this Licence
Agreement;
(f) not embed any Source Code into any other application and transfer or
distribute such application to third parties;
(g) not use the Source Codes to develop any product that is generally
competitive with the Licensor's product offerings; and
(h) not develop or test an interface to any Source Code or merge any Source
Code with any other software.
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Term
2.4 This Licence Agreement will be effective from the date (the "Effective
Date") the Licensee receives the Tangible Media released from escrow pursuant to
the terms and conditions of the Source Code Escrow Agreement and will continue
for a term of five (5) years less a day from the Effective Date (the "Term"),
unless this Licence Agreement is otherwise earlier terminated as provided
herein.
PART 3
INTELLECTUAL PROPERTY INFRINGEMENT
Indemnity by Licensee
3.1 The Licensee will indemnify and hold the Licensor and its servants,
employees and agents harmless from any loss, damage, costs, expense or liability
for infringements of any patent, trademark, trade secret, copyright or other
intellectual or industrial proprietary right to the extent that the
infringements arise from modifications, amendments or enhancements made by the
Licensee in respect of any Licensee Product, or use of any Source Code by the
Licensee in breach of the terms of this Licence Agreement.
Infringement Remedy
3.2 In the event that any Source Code or any part thereof is claimed to infringe
the property interest of a third party or the Licensee has reason to believe
that any Source Code or any part thereof infringes a Canadian copyright, trade
secret or property interest of a third party, the Licensee may at its option;
(a) require the Licensor to replace or modify, at the Licensor's cost, any
Source Code or element thereof; or
(b) require the Licensor to participate and defend formally in any
litigation involving any infringement claim by any third party; and/or
(c) require the Licensor to indemnify the Licensee for all costs and
expenses incurred by the Licensee in defending any claimed infringement,
including payment of any damages or costs awarded against the Licensee in
favour of any third party; and/or
(d) terminate this Licence Agreement on 30 days notice and return to the
Licensor all copies of the Source Codes.
Exclusive Remedy
3.3 Section 3.2 constitutes the Licensee's sole remedy with respect to any claim
alleging infringement or violation of any patent, trademark, trade secret,
copyright or other intellectual or industrial proprietary right pertaining to
the Source Codes.
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3.4 In the event of any complaint alleging infringement or violation of any
copyright or other proprietary rights being made by a third party against the
Licensee in respect of the use of any Source Code, the following procedure will
be adopted:
(a) the Licensee will promptly upon receipt of any such complaint notify
the Licensor, and will throughout the pendency of such complaint keep the
Licensor fully informed of the actions and positions taken by the
complainant and taken or proposed to be taken by the Licensee;
(b) all costs and expenses properly incurred by the Licensee in
investigating, resisting, litigating and settling such complaint,
including, the payment of any award of damages and costs to any third
party, will be borne entirely by the Licensee;
(c) no decision or action concerning or governing any final disposition of
the complaint will be taken without full consultation with and the
reasonable approval by the Licensor;
(d) the Licensor may elect to participate formally in any litigation
involving the complaint to the extent that the court may permit, but any
additional expenses generated by such formal participation will be borne
entirely by the Licensor (subject to the possibility of recovery of some or
all of such additional expenses from the complainant); and
(e) if the complainant is willing to accept an offer of settlement and one
of the parties to this Licence Agreement is willing to accept an offer of
settlement and the other party is not, then the unwilling party will
conduct all further proceedings at its own expense, and will be responsible
for the full amount of any damages, costs, accounting of profits and
settlement costs in excess of those provided in such offer, but will be
entitled to retain unto itself the benefit of any litigated or settled
result entailing a lower payment of costs, damages, accounting of profits
and settlement costs than that provided in such offer.
3.5 Notwithstanding any other provision in this Licence Agreement, nothing in
this Licence Agreement will serve to obligate the Licensor to commence, defend
or maintain any legal proceedings against a third party for infringement of any
rights of the Licensor or the Licensee.
PART 4
PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION
Ownership of Source Codes
4.1 The Licensee hereby acknowledges and agrees that all right, title and
interest in and to any Source Code and any Updates including all intellectual
and industrial property rights will, as between the Licensor and Licensee, be
and remain vested in the Licensor. The Licensee further acknowledges and agrees
that any Source Code constitute valuable trade secrets of the Licensor. These
rights are protected by intellectual property right laws, international treaty
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provisions and other applicable national laws and the Licensee will not acquire
or obtain any right, title or interest in any Source Code.
Confidential Information
4.2 The parties hereby agree that information designated as confidential by a
disclosing party (the "Disclosing Party") at, or before, the time of disclosure
or any information which ought reasonably to be considered confidential in the
circumstances and disclosed to a receiving party (the "Receiving Party") is
confidential information ("Confidential Information"). The parties hereby agree
that any Source Code will be deemed to be Confidential Information. Confidential
Information will not include any information:
(a) that was already known by the Receiving Party prior to receiving it
from the Disclosing Party, without being subject to an obligation to
maintain its confidentiality;
(b) that is or becomes generally known to the public without breach of this
or any other confidentiality agreement by the Receiving Party;
(c) that is obtained by the Receiving Party from a party other than the
Disclosing Party without an obligation to keep such information
confidential;
(d) that is independently developed by the Receiving Party without use of
Confidential Information as is promptly evidenced by reasonable written
records; and
(e) that the publication, release or disclosure of the information is
required by law provided that such disclosure required by law will not
affect the confidential nature or obligations of the Receiving Party in
respect of such Confidential Information.
4.3 Each Receiving Party hereby agrees
(a) to keep all Confidential Information of the Disclosing Party to which
access is granted or which is obtained by the parties in strictest
confidence and not to disclose or permit disclosure of all or any portion
of the Confidential Information to any person, firm, corporation, business
or other entity, except as otherwise expressly permitted by this Licence
Agreement or with the prior written consent of the Disclosing Party which
consent may be unreasonably withheld;
(b) to exercise a degree of care in protecting the confidentiality of the
Confidential Information which is at least equivalent to that which the
party uses to protect its own Confidential Information, but not less than a
standard of reasonable care in any event;
(c) not to use all or any portion of the Confidential Information of the
Disclosing Party in any way other than as expressly permitted under this
Licence Agreement; and
(d) not to reproduce any Confidential Information of the Disclosing Party
without the prior written consent of such party, which consent may be
unreasonably withheld, except to make available the Confidential
Information to such of its directors, officers, employees or agents and
subcontractors who need to use the Confidential Information in
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the performance of obligations under this Licence Agreement and who have
agreed to be bound by the terms of this Part 4.
Injunctive Relief
4.4 The parties acknowledge and agree that damages may not be an adequate remedy
to compensate a party for any breach of the obligations of confidentiality
contained in this Licence Agreement and accordingly agree that in addition to
any and all other remedies available, the non-breaching party will be entitled
to obtain relief by way of a temporary or permanent injunction or other
equitable remedy to enforce the obligations of confidentiality contained in this
Part 4.
4.5 The parties agree that all information related to, connected with, or
arising out of any Source Code, will be deemed to be Confidential Information.
PART 5
RISK MANAGEMENT
Limitation of Liability
5.1 In no event will the Licensor be liable to the Licensee or to any third
party for any charges or losses of any kind in connection with any Source Code
or this Licence Agreement, including, without limitation, direct, indirect,
special, consequential, incidental, punitive or exemplary damages for lost
profits, business or savings even if such damages are reasonably foreseeable.
5.2 The Licensee will indemnify and hold the Licensor and its employees, agents,
contractors, subcontractors, officers and directors harmless from any loss,
damage, costs, expense or liability suffered or sustained by the Licensor at any
time (either before or after the expiration or earlier termination of this
Licence Agreement) where the same or any of them are based upon, or arise out
of, or from
(a) anything done or omitted to be done by the Licensee or by any servant,
employee, agent, contractor, subcontractor, officer or director of the
Licensee in connection with this Licence Agreement;
(b) use of any Source Code in a manner not authorized by this Licence
Agreement;
(c) use of any Source Code in association with hardware, data, networks or
software not authorized by the Licensor for use with any Source Code; or
(d) use of other than the most current version of any Source Code.
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PART 6
REPRESENTATIONS AND WARRANTIES
Warranties of the Licensor
6.1 The Licensor hereby represents, warrants and covenants to the Licensee as
follows:
(a) the Licensor is the sole and absolute owner of all rights, title and
interest in the Source Codes;
(b) the Licensor has all the necessary rights and authority to license the
Source Codes to the Licensee pursuant to the terms of this Licence
Agreement;
(c) the Licensor has the constating power and authority to enter into this
Licence Agreement and to perform each and every covenant and agreement
herein contained;
(d) this Licence Agreement has been duly authorized, executed and delivered
by the Licensor and constitutes a valid, binding and legally enforceable
agreement of the Licensor;
(e) to the best of the Licensor's knowledge, there are no claims, demands,
proceedings, litigation, suits, actions, decrees, orders, judgments or
findings whatsoever of either any regulatory or administrative body or
court of competent jurisdiction that affect, or could in any way affect,
the ability of the licensor to perform its obligations under this
Agreement; and
(f) to the best of the Licensor's knowledge, the Source Codes do not
infringe the intellectual property interests of any third party.
6.2 The Licensor does not warrant that the operation of any Source Code will be
uninterrupted or error-free.
Warranties of the Licensee
6.3 The Licensee hereby represents, warrants and covenants to the Licensor the
following:
(a) the Licensee has the power and authority to enter into this Licence
Agreement and to perform each and every covenant and Agreement herein
contained;
(b) this Licence Agreement has been duly authorized, executed and delivered
by the Licensee and constitutes a valid, binding and legally enforceable
agreement of the Licensee; and
(c) the Licensee has no knowledge of any claims, demands, proceedings,
litigation, suits, actions, decrees, orders, judgements, or findings
whatsoever of either any
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regulatory or administrative body or court of competent jurisdiction that
affect, or could in any way affect, the ability of the Licensee to perform
his obligations under this Licence Agreement.
6.4 Except as expressly set forth in this Licence Agreement, without limitation
and to the fullest extent allowable by law, implied warranties or conditions of
satisfactory quality, merchantable quality and fitness for a particular purpose,
and those arising by statute or otherwise in law, or from a course of dealing or
usage of trade are excluded.
PART 7
TERMINATION
Termination
7.1 If the Licensee:
(a) fails materially to comply with any provision of this Licence Agreement
after receiving written notice from the Licensor and fails to remedy the
non-compliance within 30 days of the occurrence of such non-compliance;
(b) has a bankruptcy order made against him or if a receiver or manager
over any of the Licensee's assets is appointed or if the Licensee becomes
unable to pay his debts as they become due ("Insolvency Event"),
then the Licensor may, at its option, exercise one or more of the following
remedies:
(c) continue this Licence Agreement, either without requiring additional
assurances, or on receipt of appropriate written agreement of assumption or
continuation of the Licensee's obligations and liabilities hereunder from
the Licensee's successor entity, receiver, trustee, administrator or
manager appointed pursuant to an Insolvency Event, as the case may be;
(d) forthwith terminate this Licence Agreement without further written
notice; and (e) pursue any other remedy existing at law or in equity.
Procedure on Termination
7.2 Upon termination of this Licence Agreement for any reason, the Licence
granted hereunder shall terminate and the Licensee shall have no right to use,
market, distribute or sub-license any products derived from the Source Code, or
in any manner use or deal with the Source Code, or any copy or portion thereof,
and shall either destroy or return any Source Code and related software,
documentation and any copies thereof to the Licensor and the Licensee shall
certify that all copies of the Source Codes and documentation previously in the
possession of the Licensee have been returned to the Licensor or destroyed.
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7.3 Termination of this Licence Agreement shall be in addition to any other
right or remedy which the terminating party may have at law, in equity or under
this Licence Agreement.
PART 8
GENERAL
Entire Agreement
8.1 This Licence Agreement, including all schedules attached hereto, constitutes
the entire agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces, and no reliance shall be placed upon, any
prior or contemporaneous proposals, representations, discussions, obligations of
any nature, duties, draft or proposed written contracts, letters of intent,
understandings or agreements, whether written or oral and whether express or
implied, regarding such subject matter.
Notice
8.2 All notices and other communications required or permitted by this Licence
Agreement to be made by either party to the other must be made in writing and be
delivered by hand or registered mail or conveyed by telex or facsimile
transmission as follows:
(a) if to the Licensor:
Imagis Technologies Inc.
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, CFO
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Lang ▇▇▇▇▇▇▇▇
Barristers and Solicitors
1500 Royal Centre
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
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if to the Licensee:
c/o IPM International Portfolio Management Inc.
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt
1750 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Attention: Louis ▇▇▇▇ ▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other persons, addresses, or numbers as the parties give each other
notice.
Severability
8.3 If any provision of this Licence Agreement is determined to be invalid or
unenforceable by an arbitrator or a court of competent jurisdiction, that
provision shall be deemed to be severed herefrom only to the extent of the facts
in dispute, and where permitted by such determination, and the remaining
provisions of this Licence Agreement shall not be affected and shall remain
valid and enforceable.
Governing Law and Attornment
8.4 This Licence Agreement shall be exclusively governed by, and construed in
accordance with, the laws of the Province of British Columbia and the federal
laws of Canada applicable therein. Each party hereby attorns and submits to the
non-exclusive jurisdiction of the courts of the Province of British Columbia.
Survival
8.5 Unless the parties otherwise agree in writing, the provisions and
restrictions of this Licence Agreement which by their nature ought reasonably to
survive the termination or expiration of this Licence Agreement, shall survive
any termination or expiration of this Licence Agreement.
Enurement
8.6 This Licence Agreement and the provisions hereof will enure to the benefit
of and be binding upon the parties and their respective and permitted assigns.
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Assignment
8.7 The Licensee may not transfer or assign, except for sub-licensing as
expressly provided for in this Licence Agreement, any of its rights and
obligations under this Licence Agreement, either in whole or in part, to any
third party without the prior written consent of the Licensor, which consent may
not be unreasonably withheld. Any attempted assignment in violation of the
provisions of this section by the Licensee shall be void. The Licensor shall be
entitled to assign its rights and obligations under this Licence Agreement.
Amendment
8.8 No amendment, modification, supplement or other alteration of this Licence
Agreement will be effective unless in writing, signed by both parties by their
duly authorized representatives.
Waiver
8.9 No provision of this Licence Agreement and no breach by the Licensee of any
such provision of this Licence Agreement will be considered to have been waived
unless such waiver is in writing; and the written waiver by the Licensor of any
breach of the Licensee of any provision of this Licence Agreement will not be
deemed to be a further waiver of such provision or of any subsequent breach by
the other party of the same or any other provision of this Licence Agreement.
Counterparts
8.10 This Licence Agreement may be executed in any number of counterparts with
the same effect as if all parties had all signed the same document, and all
counterparts will be construed together and will constitute one and same
agreement.
Facsimile
8.11 This Licence Agreement may be executed by the parties and transmitted by
facsimile transmission and if so executed and transmitted, this Licence
Agreement will be for all purposes as effective as if the parties had delivered
an executed original agreement.
IN WITNESS WHEREOF this Licence Agreement has been executed by the authorized
representatives of the respective parties hereto on the day and year first above
written.
IMAGIS TECHNOLOGIES INC.
Per: Signed "▇▇▇▇▇ ▇▇▇▇▇"
-----------------------
Authorized Signatory
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Signed, Sealed and Delivered by ▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ in the presence of: )
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Signed "▇▇▇ ▇▇▇▇▇▇▇" )
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Witness (Signature) ) -----------------------------------
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▇▇▇ ▇▇▇▇▇▇▇ )
------------------------------------ )
Name (please print) )
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------------------------------------ )
Address )
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Surrey, B.C. )
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City, Province )
)
Businessman )
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Occupation )
SCHEDULE A
to
LICENSE AGREEMENT
Source Codes
1. The source codes pertaining to all software originally engineered by
Imagis, including but without limiting the generality of the
foregoing, the software known as:
(a) Computerized Arrest and Booking Systems ("CABS"); and
(b) Image Detection and Biometric Facial Recognition Software
("ID-2000").
2. The source codes pertaining to the Intacta code.