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idarris Identity & Security USA LLC Short Forth Sales
<br />Agreement
<br />1. fiogit• Idemis Identity S Security USA LLC, rIDEMIA' or
<br />'Seller) having a place of business at 6315 East Le Palma Avenue.
<br />Suite 100, Anaheim, CaBfomie 92807 and
<br />("Customer"), having a place of
<br />business at
<br />enter Into this Sales Agreemart
<br />('Agreement), pursuant to which IDEMIA will sell to Customer and
<br />Customer will purchase from Seller the equoymmt, parts, software, or
<br />services related to the equipment (e.g., Installation) described in
<br />Sefiar's Proposal or Letter Quote dated . These
<br />terms and condidorK together with itis Proposal or Quote, comprise
<br />the 'Agreement." Customer may Indicts As acceptance of this
<br />Agreement by signing below or by issuing a purchase order that reface
<br />to eltisr the PropossVQuote or to a Customer solicitation to which 10
<br />ProposallQcwte responds. Only these tams and conditions apply to
<br />the transaction, notwithstanding any inconsistent or additional terms
<br />and conditions contained in the purchase order or Customer
<br />soMGtetion.
<br />2. Price. Pawmem and Sales Terms. The Contract Price is U.S.
<br />$ . excluding applicable sales, use, or similar
<br />taxes and freight. Seller will submit krvokss to Customer for products
<br />when they are shipped and. 9 applicable, for servion when they are
<br />performed. Customer will make payments to Seller within twenty (20)
<br />days after the invoice date. Unless otherwise stipulated with the Seiler
<br />when an Order Is accepted, tte Equipment will be delivered by Seller
<br />'FCA' (Free Cartier), with named place being the Selves premises
<br />where the Goods are being dispatched, (Inooterms 2010). Title to the
<br />Equipment will pass to Customer upon payment In full of the Contract
<br />Price as outlined above, except that title to Software will not pass to
<br />Customer at any time. Risk of loss will pass to Customer upon delivery
<br />of the Equipment to the Cust«ner at the agreed named place of
<br />delivery In accordance with the Incolorn In ft contract. Seller will
<br />pack and ship all Equipment In accordance with good commercial
<br />per+•
<br />3. Softwepg. If this transaction involves software, any software
<br />owned by Soler CIDEMIA Software') is l cr sed to Customer solely in
<br />accordance with Sakes Software Lk ense Agreement ('SLA'), which
<br />Is attached as Exhibit A and incorporated heroin by No reference. Any
<br />software owned by a third party rNon-IDEMIA Soflwaro) ls licensed
<br />to Customer in accordance with the standard license, terns, and
<br />restricdas of the copyright owner unless the owner has granted to
<br />Seller the right to subiloense its software pu suent to the SLA, In which
<br />case the SLA applies and the owner will leve all rights and protections
<br />under the SLA as the Licensor. Seller makes no representations or
<br />warrendes of any kind regarding Non-IDEMIA Software.
<br />4. Exoress Limited Waranb end Warranty Dladalrrwr. IDEMIA
<br />Softwere Is warranted In accordance with the SLA.
<br />5. Delays and Disa tis. Neither party will be liable for Its non-
<br />perbmanee or delayed performance If caused by an evert,
<br />ckamutance. or ad of a third party that is beyond a party's reasonable
<br />control (a "Force Majeure). Each party will notify the other if it
<br />becomes aware of a Force Majeure that will significantly delay
<br />performance. The parties will try to settle any dispute arising from this
<br />wept for a claim relating to InWkftW property or broad
<br />of confldenda(all through good faith negotiations. necessary, the
<br />parties will escalate the dispute to their appropriate hipteraavel
<br />managers. If negotiations fad, the parties will Jointly select a mediator
<br />to msdlsts the dispute aid will sore equally the mediation costs.
<br />NeiWer party will aseert a breach of this Agreement without cat giving
<br />the other party written notice and a thirty (30) day period to cure the
<br />agaged breach.
<br />8. LIMITATION OF LIAMLIY. Except for personal injury or
<br />death, Seller's total liability, whether for breach of contract,
<br />warranty, regilprw , strict liability in tort, or otherwise, will be
<br />IfmW to the direct darmgis recoverable under law, but not to
<br />exceed the purchase price of the products or services for which
<br />loofas or damages are claimed. SELLER WILL NOT BE LIABLE
<br />FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
<br />TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS;
<br />OR OTHER SPECIAL. INCIDENTAL, INDIRECT, OR
<br />CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR
<br />ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
<br />PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER
<br />PURSUANT TO THIS AGREEMENT. No action for contract breech
<br />or otherwise relating to the transactions contemplated by this
<br />Agreement may be brought more than one year after the accrual
<br />of the cause of action. This limitation of liability survives the
<br />expiration or termination of this Agreement.
<br />7.
<br />The SIA governs software cordidentfatlty. As to any older Information
<br />marked 'Confdentfar and provided by one party to the odor, the
<br />receiving party will maintain the confidentiality of the infonmsdon and
<br />not disclose It to any third party; take necessary and appropriate
<br />precaudons to protect the kMamadon; and use its information only to
<br />further the performance of lWa Agreement. Confidential informatlon Is
<br />and will remain the property of the disclosing party, and no grant of
<br />proprietary rights in the confidential information is given or intended.
<br />Seiler, any copyright owner of Non-IDEMIA Software, and any third
<br />party manufacturer own and retain all of their proprietary rights In the
<br />equipment, parts and sofiwrs, and nothing herein is Intended to
<br />restrict their proprietary rights.. Except as explicitly provided in the
<br />SLA, this Agreement does not grant any right title or interest in Seller's
<br />proprietary rights, or a lirxrse under any Seiler patent or patent
<br />application.
<br />8. Miscellaneous: Each party will comply with all applicable laws,
<br />regulations and rules concerning to performance of this Agreement
<br />or use of ihe pmduda to die extent they do not conflict with the laws of
<br />the United States. This Agreement and the rights and duties of the
<br />parties will be governed by and Interpreted in accordance with the laws
<br />of the Stene In which the products are Installed to the extent they do
<br />not conflict with the laws of the United States. This Agreement
<br />constitutes the entire agreement of the parties regardkg this
<br />transaction. supersedes ON previous agrso ants and proposals
<br />relating to this subject matter, and may be amended only by a written
<br />Instrument executed by both parties. Sellar Is not making, and
<br />Customer Is not relying upon, any repreaentaftn or warranty except
<br />those expressed hereln. There are no codifications or commitments
<br />binding Seger applicable to thio transaction union they are in writing
<br />and signed by an authorized signatory of Seller.
<br />Idarnle Identity & Security USA LLC ("SELLER'):
<br />Sigrwd
<br />llama
<br />Tito
<br />Date
<br />NAME ("CUSTOMER")
<br />Signed
<br />Name
<br />Title
<br />Date
<br />Reference: IDNC-LO21815-04
<br />Page 7 of 9
<br />Idemia Identity & Security USA LLC a 5515 East La Palma Avenue, Suite 100, Anaheim, CA 92807 • www.id#mia.com
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