SOURCE CODE LICENSE AGREEMENT
This Agreement is entered into this 29th day of June, 1999 by and between
DMSC INC., a Florida corporation with its principal place of business at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ (hereinafter "DMSC") and PRINTRAK
INTERNATIONAL INC., a Delaware corporation with its principal place of business
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "PRINTRAK"),
(collectively hereinafter the "Parties").
WHEREAS, DMSC is engaged in the business of: (1) manufacturing and
selling copyrighted computer software programs known as BaseInfo (hereinafter
"BaseInfo" or "BI"), BaseInfo AVL Server, and VehicleInfo, (hereinafter
"VehicleInfo" or "VI"), collectively referred to as the DMSC Products; and (2)
other related business activities; and
WHEREAS, PRINTRAK is engaged in the business of: (1) selling turnkey
hardware/software solutions for CAD systems; and (2) performing related
activities which may include consulting, integration with other products, and
providing technical support and training to end users; and
WHEREAS, on or about December 18, 1997, the Parties entered into a
written agreement (hereinafter the "Original Agreement") creating a strategic
alliance between them regarding the licensing and/or sublicensing of certain
DMSC products through PRINTRAK to third parties; and
WHEREAS, DMSC has fulfilled its obligations under the original agreement
and has agreed to accept and fulfill subcontract projects as enumerated in
Article 11 below, pursuant to PRINTRAK purchase orders which have either been
received by DMSC or which DMSC has tentatively agreed to accept (hereinafter the
"Current Projects"); and
WHEREAS, it is in the Parties' mutual interest that this Agreement
supercede the Original Agreement, except as provided for in Article 10, below;
and
WHEREAS, PRINTRAK has become familiar with the DMSC Object Code and the
aforementioned DMSC software products, and believes that the associated DMSC
Source Code will fulfill its needs in selling hardware/software solutions for
CAD systems;
NOW THEREFORE, in consideration of the above recitals and all of the
representations, promises, and conditions set forth in this Agreement, the
Parties, each intending to be legally bound hereby, do promise and agree as
follows:
1. DEFINITIONS
1.1 BASEINFO: A geographic display which can be integrated to a
Computer Aided Dispatch (CAD) system, a Customer Premises
Equipment (CPE) system, or an AVL (Automatic Vehicle Location)
system;
1.2 BASEINFO AVL SERVER: An AVL Server that can distribute location
update messages to BaseInfo Clients;
1.3 VEHICLEINFO: An in-vehicle map based geographic display;
1.4 CUSTOMER PREMISES EQUIPMENT (CPE): Telephone control equipment
that is located at the customer's site.
1.5 ADDRESS LOCATION INFORMATION (ALI): A database of structures and
their associated phone numbers and address information.
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1.6 MASTER STREET ADDRESS GUIDE: A database of street names and house
number ranges within their associated communities defining
Emergency Service Zones (ESZ) and their associated Emergency
Service Numbers (ESNs) to enable proper routing of 9-1-1 calls.
1.7 COMPUTER AIDED DISPATCH (CAD): A System for managing public safety
incidents and resources.
2. LICENSE
2.1 DMSC hereby grants, and PRINTRAK accepts, a non-exclusive, paid
up, unrestricted and irrevocable license to DMSC's proprietary
BI/VI/BI AVL Server source code, more fully identified in Exhibit
A (hereinafter the "DMSC Source Code"). Under said license
PRINTRAK shall have the right to develop derivative versions
thereof as defined herein (the "Derivative Works") and to grant
sublicenses for the Derivative Works in all areas and to all third
parties as set forth in this Agreement, subject to those
restrictions set forth in Section 2.2 below.
2.2 In acquiring said license, PRINTRAK will have access to DMSC's
valuable trade secret information concerning the operation of the
DMSC Products as embodied in the DMSC Source Code and related
documentation. PRINTRAK shall protect DMSC's trade secrets in
accordance with the provisions of Sections 2.2.1 - 2.2.5 and
Article 17, below. To protect DMSC's trade secrets and to
preclude unfair competition against DMSC, PRINTRAK's rights to
sell, sublicense and/or market capital Derivative Works and other
like mapping display and maintenance software products, whether
acquired or independently developed, are limited as follows:
2.2.1 For a period of five (5) years from the date of this
Agreement, PRINTRAK will not offer for sale or
license a map based display system that competes with
BaseInfo, that is integrated to the CPE or telephone
company equipment for purpose of displaying wireless
or wireline call location(s). This limitation does
not apply to any PRINTRAK sale and/or license to any
existing PRINTRAK CAD customer or to new PRINTRAK CAD
installations.
2.2.2 For a period of five (5) years from the date of this
Agreement, PRINTRAK will not offer for sale or
license a graphical Master Street Address Guide
(hereinafter "MSAG") product designed to maintain a
map based MSAG that competes with the Mapping
Operations Manager (hereinafter "MOM") product. This
limitation does not apply to any PRINTRAK sale and/or
license to any existing PRINTRAK CAD customer or to
new PRINTRAK CAD installations. Further, this
limitation will not preclude PRINTRAK from providing
ALI error correction requests to any telephone
company.
2.2.3 For a period of five (5) years from the date of this
Agreement, PRINTRAK will not offer for sale or
license an Automatic Vehicle Location (AVL) map
display solution designed to graphically
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display unit locations on a digital map. This
limitation does not apply to any PRINTRAK sale and/or
license to any existing PRINTRAK CAD customer or to
new PRINTRAK CAD installations.
2.2.4 For a period of two (2) years from the date of this
Agreement, PRINTRAK will not offer for sale or
license an in-vehicle map display solution designed
to display a unit and/or incident location. This
limitation does not apply to any PRINTRAK sale and/or
license to any existing PRINTRAK CAD customer or to
new PRINTRAK CAD installations.
2.2.4.1 In the event that DMSC creates any
additional VehicleInfo interface to any
mobile data system during this two (2) year
period, DMSC shall provide said interface to
PRINTRAK at no additional cost.
2.2.5 For a period of three (3) years from the date of this
Agreement, PRINTRAK will not offer for sale or
license BaseInfo, VehicleInfo, and/or BaseInfo AVL
Server or like mapping display and maintenance
software products, whether acquired or independently
developed, to other CAD vendors, including but not
limited to Tiburon, Intergraph, PRC, OSSI, Vision,
and Lucent.
2.3 Nothing in this Agreement shall prohibit DMSC from exploiting the
DMSC Source Code or object code in the ordinary course of DMSC's
business. DMSC reserves the right to license and sublicense its
products and the DMSC Source Code or object code to other
distributors, end users, or contractors, except as provided
herein.
2.4 For a period of five (5) years from the date of this Agreement,
DMSC will not enter into a similar or like non-exclusive DMSC
Source Code license with any CAD competitor of PRINTRAK.
3. EXTRALICENSE ROYALTIES
3.1 PRINTRAK shall have the right to request of DMSC written
permission to sell and/or license Derivative Works in apparent
violation of one or more of the limitations enumerated in Article
2.2, above. The Parties contemplate that, in consideration of
DMSC's grant of such written permission, PRINTRAK shall pay to
DMSC a royalty, the amount of which shall be agreed upon in the
future.
4. DMSC RESERVATION OF RIGHTS
4.1 All rights in DMSC Products not expressly granted are hereby
reserved by DMSC, including all patent rights to the DMSC Source
Code. The parties agree that the license granted herein does not
include a license to any patent and/or patent application that may
be directed to any other DMSC product or process.
5. TERM
5.1. This Agreement shall be effective upon execution by the Parties
and shall run in perpetuity unless otherwise terminated or by
operation of law.
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6. CONSIDERATION
6.1. In consideration of the promises and obligations of DMSC set forth
herein, PRINTRAK hereby agrees to pay DMSC a non-refundable
license fee in the amount of ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS (U.S. $1,500,000) (hereinafter the "License Fee"), due and
payable as follows:
6.1.1. ONE MILLION THREE HUNDRED THOUSAND DOLLARS (U.S.
$1,300,000) upon execution of this agreement by
PRINTRAK, to be paid via wire transfer within 48
(forty-eight) hours of execution; and
6.1.2. TWO HUNDRED THOUSAND DOLLARS (U.S. $200,000) within
TEN (10) days of Customer's notice of acceptance to
PRINTRAK of the DMSC components of the ▇▇▇ County
project as outlined in paragraph 11.1 below and the
delivery to PRINTRAK by DMSC of all applicable
documentation related thereto.
7. RESTRICTIONS, DUTIES AND OBLIGATIONS OF PRINTRAK
7.1. PRINTRAK shall grant sublicenses for object code only and shall
maintain the DMSC Source Code in confidence pursuant to Article
17, below. This shall not preclude PRINTRAK and DMSC from
entering into joint Source Code Escrow Agreements for the benefit
of PRINTRAK's Customers. Consent to such agreements and the terms
thereof will not be unreasonably withheld by DMSC.
7.2. To protect DMSC trade secrets and to preclude unfair competition
against DMSC by PRINTRAK and PRINTRAK sublicensees, PRINTRAK will
refrain from selling, offering for sale and/or licensing
Derivative Works or other competing products as set forth in
paragraph 2.2, above.
7.3. If PRINTRAK breaches subparagraph 7.2, above, DMSC may pursue the
remedies specified in paragraph 14, below. Any such breach shall
not, however, affect the right of PRINTRAK to make, use, sell
and/or license Derivative Works in those markets not excluded by
paragraph 2.2, above.
7.4. In further consideration of PRINTRAK's duties and obligations
under this Agreement, PRINTRAK warrants to DMSC that PRINTRAK
shall:
7.4.1. Utilize its best efforts to fulfill the terms and
conditions of this Agreement;
7.4.2. Except as otherwise provided for herein, be solely
responsible for marketing activities, installation,
and training and application assistance required by
PRINTRAK's customers unless such activities have
been contractually agreed to in writing by DMSC on a
contract by contract basis; and
7.4.3. Comply with each provision of the standard
sublicense that accompanies a Derivative Work.
7.5. PRINTRAK and DMSC mutually agree not to solicit each other's
employees for the purpose of employment or as independent
contractors for a period of three (3) years from the execution of
this Agreement. Violation of this subparagraph
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7.5 shall be considered a breach of this Agreement, but shall not
form the basis for repudiation of the license grant set forth in
paragraph 2, above.
7.6. PRINTRAK shall have the right to promote this agreement. PRINTRAK
agrees that it will offer the Derivative Works as an OEM product
under a name to be chosen by PRINTRAK, which shall be solely
responsible for said name.
8. DMSC OBLIGATIONS
8.1 DMSC shall deliver to PRINTRAK the DMSC Source Code on a CD-ROM
together with the latest version of all of DMSC's applicable and
relevant documentation, "as is", within TEN (10) days of DMSC's
receipt of PRINTRAK's payment of the first installment of the
License Fee. DMSC Source Code shall include the following
components:
8.1.1 BaseInfo
8.1.2 Vehicle Info
8.1.3 BaseInfo AVL Server
8.1.4 BaseInfo to Printrak CAD Interface
8.1.5 BaseInfo AVL Server to Trimble Inverse Differential
8.1.6 BaseInfo AVL Server to BaseInfo AVL Client
8.1.7 BaseInfo AVL Server to Tiburon Message Switch
8.1.8 VehicleInfo to Wavesoft 300 Interface
8.2 PRINTRAK accepts DMSC's Source Code and documentation in an "as
is" condition. DMSC shall have no obligation to correct, change,
modify, enhance or "debug" same except as provided for in
subparagraphs 8.3 and 8.4.
8.3 DMSC Source Code may need to be modified, enhanced and/or
corrected as a prerequisite to the creation of object code
required by PRINTRAK for development and sublicensing of
Derivative Works. Alternatively, certain code errors may need to
be "debugged." Other than as specified in subparagraph 8.4, such
modifications, enhancements, or bug fixes shall be performed by
PRINTRAK unless DMSC agrees to perform same by mutual agreement.
8.4 Should PRINTRAK request services of DMSC pursuant to paragraph
8.3, above, DMSC's no-cost obligation to provide same shall,
unless otherwise agreed in writing, be limited to a maximum of two
hundred (200) hours of effort. PRINTRAK shall be obliged to
reimburse DMSC personnel for reasonable travel expenses incurred
with respect to same. If PRINTRAK desires any additional
modification or support services beyond that specified above in
this paragraph, DMSC shall, subject to mutual agreement in advance
by both Parties, provide up to one hundred sixty (160) hours per
month at a cost to PRINTRAK of two hundred dollars (U.S. $200.00)
per hour plus reasonable expenses, including but not limited to
travel time and expenses for twelve months from the effective date
of this Agreement. Such charges shall be invoiced by DMSC on a
monthly basis, and shall be due and payable within thirty (30)
days following PRINTRAK's receipt of such invoices. DMSC cannot
guarantee its availability beyond said twelve-month period. If
the Parties agree that DMSC's support services are to be provided
beyond said twelve-month period, the cost to PRINTRAK shall be
renegotiated.
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9. REPRESENTATIONS AND WARRANTIES
9.1 DMSC represents that it has no actual knowledge that the DMSC
Products infringe the valid intellectual property rights of any
third party. DMSC shall have no obligation to indemnify,
contribute or to defend on any claims of infringement, unfair
competition or other claims arising from PRINTRAK's use of the
Source Code.
9.2 DMSC Products' titles are working titles only. DMSC makes no
express or implied representations and/or warranties with respect
to same.
9.3 The Parties represent and warrant that they have the right to
enter into this agreement and that there are no agreements with
any third parties which shall prohibit their ability to perform
their respective rights and obligations under this Agreement.
10. THE ORIGINAL AGREEMENT
10.1 The Original Agreement between DMSC and PRINTRAK is hereby
superceded and is no longer in force and effect, with the
exception of any existing obligations of PRINTRAK to compensate
DMSC for services rendered and the mutual obligations of the
parties to keep certain matters confidential.
10.2 In the case of any conflict between the language of the surviving
obligations of the Parties pursuant to the Original Agreement and
the subject Agreement, the terms and conditions of this Agreement
shall prevail
11. CURRENT PROJECTS
11.1. As specified in Paragraph 6.1.2, above, the Parties agree that
DMSC shall provide products, services and technical support for
completing the installation of DMSC's BI, VI, and BI AVL Server
products at ▇▇▇ County, Florida, according to the terms of
PRINTRAK purchase order number 400916, dated 9/29/98, including
full payment due thereupon. Upon completion of the ▇▇▇ County
project, DMSC shall provide PRINTRAK with an updated version of
the BI and BI AVL Server Source Code with all applicable upgrades
and deliverables that DMSC has developed for ▇▇▇ County in
accordance with said purchase order, including an "as is" update
of the Source Code. Said Source Code shall be the exact same
Source Code used for the final deliverable item in the ▇▇▇ County
project.
11.2 DMSC reaffirms that it is responsible for fulfilling its
obligations and under the aforesaid purchase order, and PRINTRAK
reaffirms that it is responsible for payment to DMSC subject to
the terms and conditions of said purchase order.
11.3 With the exception of the ▇▇▇ County project of Paragraph 11.1,
above, any and all open contracts upon which PRINTRAK has either
executed or bid and which contain the DMSC Products by name, by
reference or in any other manner, shall be fulfilled solely by
PRINTRAK. DMSC is hereby released from any and all responsibility
for providing any services, unless otherwise agreed upon in
writing by DMSC, including but not limited to the Colorado State
Patrol (CSP) project. DMSC is entitled to retain any and all
compensation previously paid to DMSC as full consideration for
DMSC's services previously rendered in connection with other
projects, including but not limited to the CSP project.
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12. TAXES
12.1 Any sales, use, personal property, or other taxes (other than
Federal and State taxes on DMSC income), which are assessed by any
taxing authority in connection with this Agreement, shall be the
responsibility of PRINTRAK.
13. INDEPENDENT CONTRACTOR
13.1 DMSC shall exercise no control over the activities and operations
of PRINTRAK other than as specifically provided herein to protect
DMSC's own rights and reputation. PRINTRAK's performance of its
duties and obligations under this Agreement is in its capacity as
an independent contractor. Accordingly, nothing contained in this
Agreement shall be construed as establishing an employer/employee,
a partnership, distributor, agency, franchise, brokerage, or joint
venture relationship between DMSC and PRINTRAK.
14. SPECIFIC PERFORMANCE
14.1. The Parties agree that in the event of a breach of this Agreement,
the non-breaching party shall suffer irreparable injury not easily
compensable by money damages, and that specific performance and
injunctive relief shall be an appropriate partial remedy, in
addition to such money damages.
15. SUPPORT, MAINTENANCE AND UPDATES
15.1. Unless otherwise provided herein, or agreed to in writing by DMSC,
DMSC shall be under no obligation to provide support, maintenance,
and/or updates of the DMSC Products, the DMSC Source Code or the
Derivative Works.
16. WARRANTY
16.1. DMSC makes no warranty whatsoever, express or implied, to PRINTRAK
or to any PRINTRAK sublicensee with respect to the subject matter
of this Agreement, including but not limited to an implied
warranty of merchantability or fitness for a particular purpose.
16.2 DMSC represents and warrants that all date fields within the
Products utilize a four-digit year field. The century in any date
field must be specified explicitly in any interface to the
Products. The Products will not perform an implicit date
conversion for two-digit date fields.
17. CONFIDENTIALITY
17.1. PRINTRAK recognizes that the DMSC Source Code is the confidential
trade secret of DMSC and that its unauthorized disclosure would
have a detrimental effect upon the efforts of the Parties to
commercially exploit the DMSC Source Code and Derivative Works.
Therefore, PRINTRAK shall retain the DMSC Source Code in strict
confidence and shall grant all sublicensees access to only the
object code of Derivative Works.
17.2 In performance of this Agreement, both Parties acknowledge that
each will have access to valuable trade secret information of the
other relating to the DMSC
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Products, the DMSC Source Code and the Derivative Works, and to
certain details concerning the business activities of each party.
Both Parties acknowledge that such trade secret and business
activity information is the property of its owner and is
considered to be confidential, and the publication and/or
disclosure to third parties of such information will cause
immediate and irreparable harm to the owner.
17.3. Both parties agree to take any and all steps reasonably necessary
to maintain confidentiality and the trade secret status of the
confidential information obtained from, or as a result of, their
relationship with one another.
17.4. Both parties shall require any employee, independent contractor,
joint venturer, agent, representative or any other party having
access to the confidential information of the other party on a
need to know basis, to agree to maintain the confidentiality and
trade secret status of same.
17.5. Either during the term or thereafter, neither party shall use, or
disclose to any other party without such a need to know, any
information concerning the contents of this Agreement, except for
purposes consistent with the administration and performance of
obligations hereunder, as required by law.
17.6. The obligation not to disclose information shall not apply to
information which was already in the public domain, or in the
rightful possession of the other party at the time of its
disclosure; or which is disclosed as a matter of right by a third
party after the execution of this Agreement.
17.7. Any breach of any obligation contained in this Article 17 will
cause immediate and irreparable harm to the owner of said
confidential information and accordingly, the owner shall be
entitled, without limitation, to immediate injunctive relief
against any actual or threatened violation. The obligations of
confidentiality contained in this paragraph, or otherwise in this
Agreement, shall survive expiration or termination of this
Agreement for whatever reason.
18. NOTICES
18.1. All notices to either party required or permitted under this
Agreement shall be in writing and shall be personally delivered or
sent by certified mail, postage prepaid, return receipt requested
or by facsimile transmission with confirmation, to the parties at
their respective addresses AS set forth below, OR as either party
may from time to time change by written notice to the other.
18.2. Notice shall be deemed effective when received, or, if sent by
prepaid certified mail with return receipt requested, then forty
eight (48) hours following the date of postmark.
IF TO PRINTRAK: WITH A COPY TO
Printrak International Inc. Printrak International Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Contracts Department Attn: Contracts Department
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Page 8 of 11
IF TO DMSC:
DMSC Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Contracts Department
Fax: ▇▇▇-▇▇▇-▇▇▇▇
19. NON-WAIVER
19.1. The failure of either party at any time to enforce a provision of
this Agreement shall in no way constitute a waiver of the
provision, nor in any way effect the validity of this Agreement or
any part hereof, or the right of such party thereafter to enforce
each and every provision of this Agreement.
20. APPLICABLE LAW AND RESOLUTION OF DISPUTES
20.1. This Agreement shall be interpreted and governed in accordance
with the laws of the State of Florida. All disputes hereunder
shall be resolved in the applicable state or federal courts of
Florida. The Parties consent to the jurisdiction of such courts,
agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise available. In the
event of litigation between the Parties, the prevailing party
shall be entitled to receive reimbursement of its costs and
attorney's fees from the non-prevailing party.
21. INFRINGEMENTS
21.1. DMSC shall have the right, in its sole discretion, to prosecute
lawsuits against third persons for infringement of its rights in
the DMSC Products or the DMSC Source Code, or any Derivative Work
created therefrom.
21.2. Should DMSC not file such suit within sixty (60) days of a request
by PRINTRAK that it do so, PRINTRAK shall be entitled to pursue
such suit.
21.3. Any lawsuit shall be prosecuted solely at the expense of the party
bringing suit and all sums recovered shall be retained by the
party bringing suit, unless otherwise agreed in writing. However,
in the event that any such dispute results in a settlement wherein
a sublicense is to be granted to any other party, any proposed
settlement agreement must be approved in writing in advance by
both PRINTRAK and DMSC.
21.4 The Parties agree to cooperate fully with the one another in the
prosecution of any such suit. The party bringing suit shall
reimburse the other for any expenses previously approved in
writing that it might incur as a result of such cooperation.
22. SEVERABILITY
22.1. If any provision hereof is held invalid or unenforceable by a
court of competent jurisdiction, such invalidity shall not affect
the validity or operation of any other provision and such invalid
provision shall be deemed to be severed from the Agreement.
23. TRANSFER/ASSIGNMENT
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23.1. DMSC may assign, transfer or sell its rights and obligations under
this Agreement to any third party to further a transfer, sale or
assignment of a majority interest in or assets of DMSC.
23.2. Except as otherwise provided for, this Agreement shall be binding
on and shall inure to the benefit of the Parties hereto, and their
heirs, administrators, successors, and assigns.
24. COMPLETE AGREEMENT AND AMENDMENTS
24.1 This Agreement constitutes the entire understanding of the
Parties, and revokes and supersedes all prior agreements, oral or
written, between the Parties (including the Original Agreement),
and is intended as a final expression of their Agreement. It
shall not be modified or amended except in writing signed by the
Parties hereto and specifically referring to this Agreement. This
Agreement shall take precedence over any other documents that may
be in conflict therewith. Any provision of this Agreement decreed
invalid by a court of competent jurisdiction shall not invalidate
the remaining provisions of this Agreement.
25. EXHIBITS
25.1 The following Exhibits are attached hereto and are incorporated
into this Agreement:
Exhibit A: DMSC Source Code
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the date set forth below, effective on the date first set forth above, and
the persons signing represent and warrant that they are duly authorized to sign
on behalf of their respective Party. This Agreement shall be deemed to be
accepted by DMSC only upon execution by a duly authorized representative of
DMSC.
DMSC Inc. Printrak International Inc.
"DMSC" "PRINTRAK"
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ----------------------------
Printed: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Printed: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: CEO
Date: June 30, 1999 Date: July 1, 1999
-------------------------- --------------------------
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EXHIBIT A
DMSC SOURCE CODE
All software components are provided "as is." The following description
of component parts of the DMSC Source Code are provided for informational
purposes and do not provide any warranties, covenants, obligations or
representations on the part of DMSC:
1. The development of BI requires software licenses for various third
party development tool libraries. PRINTRAK will be solely responsible for
purchasing all necessary development tools, as well as any runtime licenses for
deliverable products.
2. BI uses two proprietary routing engine libraries (one for
MapObjects and the other for MapInfo MapX) to generate shortest path
calculations. The MapObjects routing engine is no longer a supported product and
thus neither the library nor the development license is available for purchase
by PRINTRAK. If DMSC chooses to replace either or both of these routing engines
with another third party routing library, and if such replacement occurs before
the ▇▇▇ County final deliverable, DMSC shall identify the new library interface
to PRINTRAK. PRINTRAK shall be responsible for procuring both the development
licenses and the runtime licenses for the routing engines.
3. The development of VI requires software licenses for various third
party development tool libraries. PRINTRAK will be solely responsible for
purchasing all necessary development tools, as well as any runtime licenses for
deliverable products.
4. VI uses two proprietary routing engine libraries (one for
MapObjects and the other for MapInfo MapX) to generate shortest path
calculations. The MapObjects routing engine is no longer a supported product
and thus neither the library nor the development license is available for
purchase by PRINTRAK. If DMSC decides to replace each of these routing engines
with another third party routing library, and if this occurs before the ▇▇▇
County final deliverable, DMSC will identify the new library interface to
PRINTRAK. PRINTRAK will still be responsible for procuring the development
licenses for this engine and the runtime licenses.
5. BaseInfo AVL Server is currently under development. DMSC expects
BaseInfo AVL Server to interface with either Microsoft Access or Microsoft SQL
Server 7.0. DMSC plans to develop this interface via tools available within
Microsoft Visual C++ Professional. Licenses for one of these products will be
required for the AVL Server. PRINTRAK will have sole responsibility for the cost
of procuring the development and runtime licenses required.
6. The development of BaseInfo AVL Server may require software
licenses for various third party development tools libraries. PRINTRAK will be
solely responsible for purchasing all necessary development tools, as well as
any runtime licenses for deliverable products. Although BaseInfo AVL Server
does not presently require any runtime licenses other than certain database
licenses from third parties, there may be additional runtime licenses required
by the time AVL Server development is complete. PRINTRAK will have sole
responsibility for the cost of procuring the development and runtime licenses
required.
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