EXHIBIT 10.2
EXHIBIT C
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ADMINISTRATION AND SERVICES AGREEMENT
This Administration and Services Agreement (the "Agreement") dated
November 1, 1996, by and between ▇▇▇ Acquisition Corp., a Massachusetts
corporation doing business as ▇▇▇ Technologies ("▇▇▇"), and Viisage Technology,
Inc., a Delaware corporation ("Viisage"), is made with reference to the
following facts:
▇. ▇▇▇ has entered into an Amended & Restated Asset Transfer Agreement
dated as of August 20, 1996 with Viisage (the "Asset Transfer Agreement")
pursuant to which ▇▇▇ will contribute to Viisage substantially all of the assets
and business currently conducted by the division of ▇▇▇ that is in the business
of facial imaging and identification systems and services (the "Imaging
Division") in exchange for common stock of Viisage and the assumption by Viisage
of certain liabilities of ▇▇▇ related to the Imaging Division.
▇. ▇▇▇ has heretofore provided various services on behalf of the Imaging
Division, and ▇▇▇ and Viisage desire to enter into this Agreement to set forth
the terms and conditions under which ▇▇▇ will continue to provide certain
services to Viisage following the date of the closing (the "Closing Date")
respecting the Asset Transfer Agreement, and to provide for other related
matters.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, the parties hereto hereby agree as
follows:
1. General Services to be Provided.
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(a) ▇▇▇ shall provide to Viisage those services delineated on Exhibit A
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substantially equivalent to those heretofore provided by ▇▇▇'▇ central
administrative and support offices to the Imaging Division, subject to any
modifications which are made in accordance with Section 4 below (collectively,
the "General Services").
(b) Viisage understands that the General Services will be performed by
those employees of ▇▇▇ who perform similar services for ▇▇▇ in the normal course
of their employment.
2. Term.
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The term of this Agreement shall commence on the Closing Date and terminate
upon the termination of the Use and Occupancy Agreement between the parties of
even date herewith or such later date as may be mutually agreed to by the
parties in writing;
provided that Viisage may terminate this Agreement at any time upon thirty (30)
days advance written notice to ▇▇▇.
3. Fee for General Services.
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In consideration of the General Services provided by ▇▇▇, Viisage shall pay
to ▇▇▇ a fee for services at the rate of $55,000 per month (subject to
adjustment as provided herein and to such changes as the parties may agree upon
from time to time (the "Service Fee")). This charge does not include office
space, facilities and services which are provided by ▇▇▇ to Viisage under the
Use and Occupancy Agreement of even date herewith, which are subject to a
separate charge as provided therein. The Service Fee for services to be
performed in a month shall be due on or before the first day of that month.
4. Changes in General Services.
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The scope and nature of the General Services shall be subject to change
from time to time as hereinafter provided in this Section 4:
(a) Viisage may cause any particular class of General Services to be
removed from the General Services, if Viisage determines in its sole discretion
to provide such class of services internally or obtain them elsewhere; provided
that Viisage shall give ▇▇▇ at least 30 days' prior written notice of any such
removal.
(b) In the event that ▇▇▇ determines in its sole discretion to remove or
modify a particular class of its own administrative services, then ▇▇▇ shall be
permitted correspondingly to remove or modify such class of General Services as
provided by ▇▇▇ to Viisage under this Agreement; provided that ▇▇▇ shall give
Viisage at least 30 days' prior written notice of such removal or modification.
(c) ▇▇▇ and Viisage may by written agreement at any time agree to change
the extent and nature of the General Services in general or with respect to any
particular class of the General Services.
(d) In the event of any change in the scope or nature of the General
Services under any provision of this Section 4, the Service Fee shall be
equitably adjusted by mutual agreement of the parties to reflect the impact of
such change on the cost of providing the General Services.
5. Independent Contractor Status.
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The Company acknowledges that ▇▇▇ shall render and perform the General
Services to be rendered and performed by it hereunder as an independent
contractor in accordance with its own standards, subject to its compliance with
the provisions of this Agreement.
6. Disclaimer; Limited Liability.
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(a) Subject to Section 6(d) below, ▇▇▇ shall not be liable to Viisage for
any expense, claim, loss or damage (including, without limitation, compensatory,
indirect, special, consequential or exemplary damages) arising out of its
performance or non-performance of the General Services pursuant to Section 1
herein, except to the extent of amounts billed or billable for such General
Services.
(b) ▇▇▇ shall provide prompt notice to Viisage of any failure or delay in
performance of General Services to be performed by ▇▇▇ pursuant to Section 1
herein.
(c) Subject to Section 6(d) below, Viisage shall indemnify and hold
harmless any employee of ▇▇▇ who performs General Services for Viisage pursuant
to Section 1 herein to the same extent that Viisage would indemnify its own
officers in accordance with its customary practices if they were to perform such
services.
(d) Each of ▇▇▇ and Viisage shall indemnify and defend the other and hold
it harmless against any claims, liability, loss, damage or expense (including
reasonable attorneys' fees) arising out of any personal injury or property
damage caused by the negligence or willful misconduct of the employees or agents
of such party in connection with their activities under or related to this
Agreement.
7. Access to Information.
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Viisage shall afford ▇▇▇ (including its authorized representatives)
reasonable access to records, books, and other data and information (including
using reasonable efforts to give access to persons or firms possessing such
information) relating to Viisage's business which is required in order for ▇▇▇
to provide the services contemplated under this Agreement.
8. Confidentiality.
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Unless compelled to disclose by judicial or administrative process or, as
advised by its counsel, by other requirements of law, each of ▇▇▇ on the one
hand, and Viisage on the other hand, shall hold, and shall direct its officers,
directors, employees, auditors, attorneys, financial advisors, bankers and other
consultants and advisors (collectively, "Representatives") to hold, in strict
confidence, all information identified as confidential or proprietary and
furnished or made available to the other pursuant to this Agreement (including
without limitation any information provided under Section 7), except to the
extent that such information has been (a) in the public domain through no fault
of the receiving party or (b) later lawfully acquired from any third
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person, except such persons who have agreed to keep such information
confidential.
9. Miscellaneous.
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(a) Complete Agreement; Construction. This Agreement and documents
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referred to herein shall constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all previous
commitments and writings with respect to such subject matter.
(b) Survival of Agreements. Except as otherwise contemplated by this
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Agreement, all covenants and agreements of the parties contained in this
Agreement shall survive the Closing Date.
(c) Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of The Commonwealth of Massachusetts, without regard to
the principles of conflicts of laws thereof.
(d) Notices. All notices and other communications hereunder shall be in
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writing and shall be delivered by hand, by facsimile (with confirmation of
receipt) or mailed by registered or certified mail (return receipt requested) to
the parties at the following addresses or at such other addresses for a party as
shall be specified by like notice) and shall be deemed given on the date on
which such notice is received:
To ▇▇▇:
▇▇▇ Technologies
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇, President
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To Viisage:
Viisage Technology, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
(e) Amendments. This Agreement may not be modified or amended except by an
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agreement in writing signed by the parties.
(f) Successors and Assigns. This Agreement and all of the provisions
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hereof shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.
(g) No Third Party Beneficiaries. This Agreement is solely for the benefit
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of the parties hereto and shall not be deemed to confer upon other third parties
any remedy, claim liability, reimbursement, cause of action or other right.
(h) Legal Enforceability. Any provision of this Agreement which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
enforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without prejudice to any rights or
remedies otherwise available to any party hereto, each party hereto acknowledges
that damages would be an inadequate remedy for any breach of the provisions of
this Agreement and agrees that the obligations of the parties hereunder shall be
specifically enforceable.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
▇▇▇ ACQUISITION CORP.
d/b/a ▇▇▇ TECHNOLOGIES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
_______________________________
Its: President
______________________________
VIISAGE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Its: President
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