**MASTER
      PURCHASE/RESELLER AGREEMENT**





**By
      and Between**





**Siemens
      Communications, Inc.**





**and**





**Wherify
      Wireless, Inc.**





**TABLE
      OF CONTENTS**




**MASTER
                PURCHASE/RESELLER AGREEMENT**
            
            **4**1.0
            DEFINITIONS
            
            42.0
            SCOPE
            
            43.0
            TERM
            
            64.0
            SPECIFIC
                PROJECT AMENDMENT
            
            65.0
            ORDERING
            
            76.0
            CHANGE
                ORDERS
            
            107.0
            TESTING
                AND PRODUCTION OF PRODUCT(S)
            
            108.0
            PACKAGING,
                SHIPPING, TITLE, AND RISK
            
            109.0
            DOCUMENTATION
            
            1210.0
            TRAINING
            
            1311.0
            PRODUCT
                CHANGES AND NEW PRODUCT DEVELOPMENT
            
            1312.0
            SUBCONTRACTORS
            
            1413.0
            PRICES
            
            1414.0
            INVOICING
                AND PAYMENT
            
            1515.0
            AUDITS
            
            1616.0
            REPRESENTATIONS,
                WARRANTY, AND SERVICES
            
            1717.0
            PRODUCT
                SUPPORT
            
            2118.0
            INSURANCE
            
            2219.0
            INDEMNITIES
            
            2320.0
            SOFTWARE
                LICENSE
            
            2521.0
            FORCE
                MAJEURE
            
            2622.0
            DISPUTE
                RESOLUTION
            
            2723.0
            TERMINATION
            
            2824.0
            CONFIDENTIAL
                INFORMATION
            
            3125.0
            GENERAL
            
            33**ATTACHMENT
                A: DEFINITIONS**
            
            **38****ATTACHMENT
                B: TRAINING PROGRAMS**
            
            **40****ATTACHMENT
                C: QUALITY ASSURANCE AND RELIABILITY REQUIREMENTS**
            
            **4****2****ATTACHMENT
                D: LABELING AND MARKING OF PRODUCT**
            
            **44****ATTACHMENT
                E: SUPPORT LEVEL AGREEMENT**
            
            **45**1.
            OVERVIEW
            
            462.
            DEFINITIONS
            
            463.
            SUPPORT
            
            493.4
            RESPONSIBILITIES
            
            503.5
            CONTACT
                  INFORMATION
            
            504.
            MANAGEMENT
                  ESCALATION PROCEDURE
            
            505
            WHERIFYPERFORMANCE
            
            51**Schedule
              I - Technical Assistance**
            
            **53**1.
            EQUIPMENT
                  AND SUPPORT FOR SIEMENS AND CUSTOMER LAB TRIAL AND
                  TESTING
            
            532.
            SOFTWARE
                  MAINTENANCE
            
            533.
            SPORADIC
                  MALFUNCTION
            
            534.
            EPIDEMIC
                  FAILURE
            
            536.
            PROBLEM
                  RESOLUTION
            
            538.
            PROBLEM
                  SEVERITY CLASSIFICATION
            
            55









9.
            SEVERITY
                  DEFINITIONS
            
            5510.
            TECHNICAL
                  SUPPORT IN THE FIELD
            
            56**Schedule
              II - Repair and Return******
            
            **57**1.
            HARDWARE
                  REPAIR
            
            572.
            REPAIR
                  AND RETURN PROCEDURES
            
            583.
            EXTENDED
                  WARRANTY
            
            594.
            SPARES
            
            59**Schedule
              III - Training**
            
            **60**1.
            GENERAL
            
            602.
            TRAINING
                  TO ENABLE SIEMENS TO SELL AND SUPPORT
            
            603.
            WHERIFY-PROVIDED
                  CUSTOMER TRAINING
            
            604.
            SIEMENS
                  PROVIDED CUSTOMER TRAINING
            
            614.1
            TRAINING
                  EQUIPMENT FOR SIEMENS FACILITIES
            
            62**Schedule
                IV - Documentation**
            
            **63**1.
            GENERAL
            
            632.
            PRODUCT
                  DOCUMENTATION
            
            633.
            DOCUMENTATION
            
            634.
            ELECTRONIC
                  BULLETIN BOARD ACCESS
            
            635.
            DOCUMENTATION
                  FORMAT
            
            646.
            ADVANCED
                  NOTIFICATION
            
            64**ATTACHMENT
              F: SPECIFIC PROJECT AMENDMENT**
            
            **6****5****ATTACHMENT
                G: WHERIFY’S PRICE LIST**
            
            **68****ATTACHMENT
                H: PRODUCT LIST, SPECIFICATIONS, AND ROADMAP**
            
            **69****ATTACHMENT
                I: ADOPTION AGREEMENT**
            
            **7****0**









**MASTER
      PURCHASE/RESELLER AGREEMENT**





**by
      and between**





**Siemens
      Communications, Inc.**





**and**





**Wherify
      Wireless, Inc** **.**





This
      Master Purchase/Reseller Agreement (“Agreement”), effective as of January 16,
      2005, (“Effective Date”) is entered into by and between Wherify
      Wireless, Inc. ,
      a Delaware corporation with offices located at 2000
      Birdge Parway Redwood Shores, CA 94065(“ Wherify ”)
      and
      Siemens Communications, Inc., a Delaware corporation acting by and through
      the
      subunit known as m2mOne of its Wireless Modules Business Unit, with offices
      located at 16475 West Bernardo Dr., San Diego, CA 92127 (“Siemens”) (either
      party may be individually referred to as “Party” or collectively as “Parties”).
      This Agreement sets forth the terms under which Siemens may request Wherify to
      provide Product(s) and Location Services
      for a customer (“Customer”) or for Siemens to resell pursuant
      to an Order. If specific terms and conditions are applicable to a particular
      transaction, the Parties shall agree to specific terms and conditions on a
      transaction-by-transaction basis by executing a Specific Project Amendment
      (“SPA”) in the form of ***Attachment
      F: Specific Project Amendment*** .





**WHEREAS** ,
      Siemens
      and its Affiliates intend to market and distribute the Product(s) either as
      a
      stand-alone product ,
      or, in
      combination with other products and Services ;





**WHEREAS** , Wherify is
      willing to provide the Product(s) and Location Services
      to Siemens and its Affiliates as set forth below; and





**WHEREAS** ,
      Siemens
      and Wherify desire
      to cooperate with regard to providing the Product(s) and Location  Services for a
      Customers project(s)  as
      described in this Agreement.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual obligations undertaken, the Parties agree as
      follows.





**1.0**  **DEFINITIONS**





Certain
      definitions of capitalized terms are set forth in ***Attachment
      A: Definitions*** .
      Other
      terms used in this Agreement are defined in the context in which they are used
      and shall have the meanings there indicated.





**2.0**  **SCOPE**





**2.1** **General
      Scope.** This
      Agreement provides the minimum requirements for terms and conditions under
      which
      Siemens may place Orders as provided in ***Article
      5: Ordering*** for
      Product(s) and Location Services
      from Wherify for use
      by Siemens or for resale by Siemens either as
      stand-alone products or combined
      with or integrated into other products offered for sale by Siemens .
      Siemens
      Affiliates may also place Orders in accordance with ***Article
      5: Ordering*** upon
      entering an Adoption Agreement with Wherify as
      provided in **Section
      2.3** .





**2.2**  **Relation
      to Customer.** **** Wherify shall be
      solely responsible for fulfillment of all obligations with regard to the
      Product(s) and Location Services
      it provides to Siemens and/or a Customer .
      To the
      extent that any terms and conditions of the agreement between Siemens and a
      Customer are applicable to the Product(s) and Services provided by Wherify,
      then
      Wherify shall be bound to such obligations and liabilities as if the Customer
      Agreement were between Wherify and the Customer and to the same extent and
      in
      the same manner as Siemens **.** The
      terms
      and conditions of the Customer Agreement to be flowed down to Wherify shall
      be
      those identified in the relevant SPA. Wherify’s obligations under this **Section
      2.2** shall be
      flowed down to any third party suppliers and/or subcontractors used by Wherify.





**2.3**  **Adoption
      Agreement.** This
      Agreement sets forth the terms and conditions for the purchase of Wherify ’s
      Product(s) by Siemens and also by its Affiliates. This Agreement also sets
      forth
      the terms and conditions under which Siemens may resell certain Location Services
      offered by Wherify to
      Customers. An Affiliate will be bound by these terms and conditions in the
      event
      it enters an Adoption
      Agreement. The Parties intend that each Adoption Agreement shall be interpreted
      to be consistent with and incorporate all of the provisions of this Agreement,
      except as may be expressly stated in the Adoption Agreement. In the event of
      a
      conflict, the order of precedence shall be as follows: (a) the Adoption
      Agreement and (b) this Agreement. This
      order of precedence shall be followed unless a provision of a lower order
      document specifically provides that it takes precedence over a specifically
      enumerated section or article of a higher order document.





Each
      Affiliate, which is bound by this Agreement through an Adoption Agreement,
      will
      be solely and individually liable for its own acts, omissions, duties, and
      obligations. In the event of a breach, act, or omission of an Affiliate of
      this
      Agreement or any amendment thereto, Wherify agrees not to seek recourse against
      Siemens for
      such
      breach, acts, or omissions including nonpayment of invoices of an Affiliate.
      Wherify also agrees that such a breach, act, or omission in violation of this
      Agreement by one Affiliate shall not constitute a breach or other violation
      of
      this Agreement by any other Affiliate or by Siemens.





A
      copy of
      a form for the Adoption Agreement is attached as ***Attachment
      I: Adoption Agreement*** *.*





**2.4**  **Request
      for Proposal and Marketing.**





**2.4.1**  **Procedures.** In
      accordance with this Agreement, Siemens may offer Wherify ’s
      Product(s) and Location Services
      to a Customer. From time to time, Siemens may request a proposal from Wherify to
      provide its Product(s) and Location Services
      to a Customer for a specific project (“Project”) or in response to a Request for
      Proposal (“RFP”) based on specific terms and conditions, including price, which
      deviate from those in this Agreement. Such
      a
      request shall specify the Product(s) and Location Services
      requested by Siemens (“Deliverables”) ,
      any
      special conditions, as well as the date by which the proposal must be provided.
      Within three
      (3)
      days of Wherify ’s
      receipt of such a request, Wherify
      shall provide
      notice to Siemens whether it intends to
      provide a proposal. If Wherify agrees
      to offer its Product(s) and Location Services
      for a Project, Wherify will
      prepare and deliver to Siemens an accurate and timely proposal which shall
      be
      binding for a period of one hundred and eighty (180) days or until the execution
      of the Customer Agreement, whichever is later (“Binding Proposal”) ,
      provided that such Binding Proposal shall only be binding on Wherify if and
      to
      the extent any proposal made by Siemens in connection therewith is binding
      on
      Siemens. Wherify will
      notify Siemens promptly of any possible delay
      in
      its preparation of such a proposal and will endeavor to remedy the delay. If
      Siemens elects to use the Binding Proposal in its response to a Customer, then Wherify agrees
      to cooperate and support
      Siemens by providingassistance
      and information as requested for completion of Siemens response for a Project
      or
      RFP and for the negotiation of a final contract(s) with a Customer.Siemens
      shall take the lead in finalizing all responses submitted to a Customer for
      a
      Project including, without limitation, negotiations during the bidding process
      and final negotiation of the Customer Agreement. Wherify shall communicate
      with
      a Customer only through Siemens or as coordinated with Siemens.In
      the
      event that Wherifyaccepts
      the request,itshallnotteam
      with or provide assistance to any third party with respect to any other
      proposals forits
      Product(s) and Services forthe
      Customer identified in the request until either the expiration of the applicable
      proposal opportunity with such Customer, a determination by the identified
      Customer not to purchase, a direction from the identified Customer that the
      purchase be offered to anothersupplier,
      or a
      decision by Siemensnot
      to
      pursue the opportunity, whichever occurs first. Siemens shall not unreasonably
      withhold its decision not to pursue the opportunity, and shall, if the Project
      or RFP does not have an expiration date, at the request of Wherify issue a
      decision on Siemens intent to pursue within fifteen (15) days of Wherify’s
      request. If a Customer accepts Siemens’response, thenWherifyagrees
      toentera
      back-to-back agreement with Siemens, which incorporates the terms of its Binding
      Proposal and which may be adjusted based on the final scope of work included
      in
      the Customer Agreement.The
      Parties agree to negotiate in good faith the finalization of such agreement
      as
      indicated by the execution of a relevant SPA specific to the transaction with
      such Customer.Neither
      Partyshallbe
      obligated to pay any expenses of theother’s
      proposal preparation. Except for the limited purpose stated in this**Section****2.4.1,**nothing
      in this provision shall be construed as restrictingeither
      Party’s
      right
      to sell itsproduct(s)
      andservicesto third
      parties.








**2.4.2**  **Marketing.** As part
      of and in addition to Wherify ’s
      responsibilities under **Sections** **2.4.1** and **2.4.2** ,
      Wherify shall
      use commercially reasonable efforts to support Siemens in all of its efforts
      to
      market Wherify ’s
      Product(s) and Location Services. At Siemens request, Wherify will
      make available to Siemens marketing literature packs and any other materials
      reasonably deemed necessary for proper promotion of the Product(s) and Location Services .
      Wherify
      shall not express disparaging or negative opinions or make disparaging or
      negative statements, orally or in writing, spontaneously or in response to
      an
      inquiry, to any entity or person, concerning Siemens or its products or services
      or any dispute under this Agreement or the relevant SPA.





**3.0**  **TERM**





The
      term
      of this Agreement shall begin upon the Effective Date and expire on the last
      day
      of the 60th month following such date, unless terminated earlier or extended
      in
      accordance with this Agreement (“Term”). Upon giving Wherify thirty
      (30) days written notice prior to the expiration of the Term, Siemens shall
      have the right to extend the Term of this Agreement for an additional twelve
      (12) months on the same terms and conditions.





**4.0**  **SPECIFIC PROJECT AMENDMENT**





**4.1**  **Description** .  Only the
      relevant SPA will
      describe Wherify’s obligations to
      provide its Product(s) and Location Services
      to a Customer for a Project. Siemens will inform Wherify of
      material terms and conditions required by a Customer. The Parties shall
      negotiate the relevant SPA, simultaneously with or as soon as reasonably possible
      following the execution of the Customer Agreement. The
      relevant SPA shall be signed by the authorized representatives of both Parties.
      Only an Order from Siemens referencing either the relevant SPA or Wherify ’s
      Binding Proposal in response to a Project or RFP will be authorization for Wherify to
      provide Product(s), to perform Location Services,
      or to incur expenses for which Siemens will be obligated to pay under this
      Agreement.








The
      relevant SPA will identify the Customer, the Product(s) and Location Services
      to be delivered or performed, the prices, and a schedule for completion. It
      will
      reference the applicable product implementation guide(s), product exhibits,
      and
      service exhibits, including a description of the Location Services
      to be performed. The relevant SPA shall include, but not be limited to, the
      following: the designation of Product(s) and Location Services; the scope of work; the back-to-back terms and conditions; any special
      discounts to meet a Customer’s price levels as well as price validity periods;
      liquidated damages, warranty terms, nonperformance penalties for outages, or
      other performance related penalties; and escrow terms and requirements.





In
      the
      event that prices and/or specifications for Product(s) and Location Services
      are not included in the exhibits to the relevant SPA, then the prices and
      specifications set forth in the Binding Proposal or the attachments to this
      Agreement will be applicable.  For
      a
      specific transaction, prices and specifications will be listed in exhibits
      that
      are current as of the effective date of the relevant SPA.




The
      relevant SPA may also include or refer to other documents, which describe in
      more detail the work to be performed under the relevant SPA. All such documents
      will be considered part of the relevant SPA and may be changed or supplemented
      by the Parties’ written agreement.





**4.2**  **Meetings.** **** As
      provided in **Section
      11.1.5** ,
      the
      Parties may meet periodically to discuss business opportunities and potential
      customers.




**5.0**  **ORDERING**





**5.1**  **Orders.**





**5.1.1**  **General.**  It is
      expressly understood and agreed that this Agreement does not require (a) Siemens
      to purchase or order any Product(s) and Location Services
      from Wherify and does
      not grant to Wherify an
      exclusive privilege to sell or otherwise provide same to Siemens or (b) Wherify
      to accept any of Siemens’ purchase orders for any Product(s) and Location Services
      except under a Binding Proposal and does not grant to Siemens an
      exclusive privilege to buy or otherwise obtain same from Wherify. It
      is
      understood and agreed that Siemens may contract with other manufacturers and
      suppliers for the procurement of comparable Product(s), Product component(s),
      or Location Services. Wherify
      agrees that purchases by Siemens under this Agreement shall not require Siemens
      to continue to purchase at a particular level Siemens
      assumes no liability for Product(s) or Location Services
      produced, processed, rendered, or shipped in excess of the amount specified
      in
      an Order. Estimates or forecasts furnished by Siemens to Wherify shall
      not constitute commitments to purchase. It is
      expressly understood and agreed that Wherify is not
      restricted from selling items that may be purchased by Siemens under this
      Agreement to other parties.





**5.1.2**  **Procedure.** All
      purchases of Product(s) and Location Services
      shall be by means of a Siemens purchase order in the English language issued
      by
      Siemens to Wherify from
      time-to-time pursuant to this Article 5: Ordering. Wherify shall have three
      (3)
      buiness days to accept or reject a purcuase oder, failing which the purchase
      order shall be deemed accepted. Purchase orders may be issued by mail, fax,
      or
      electronic data interchange. All purchase orders issued hereunder shall
      reference this Agreement and the relevant SPA, and are incorporated by reference
      as part of and subject to this Agreement and the relevant SPA. Subject to any
      rights of set off or dispute by Siemens and Wherify’s right to accept or reject
      any purchase order, Wherify agrees
      to provide and deliver, and Siemens agrees to purchase Product(s)
      and/or Location Services
      as specified in an accepted purchase order which conforms to this ***Article
      5: Ordering*** .





**5.1.3**  **Forecasts** Forecast
      terms agreed in Customer agreements will flow through the SPA. The same forecast
      terms will flow to any component Siemens Wireless Modules supplies to Wherify
      for use in **Wherify’s** products
      but shall only flow for the material Supplied by Siemens Wireless Modules for
      the particular SPA and only in the case any breach in the forecast is the result
      of breach of Siemens Wireless Modules supply.





**5.1.** **4**  **Information
      to be Included.** Purchase
      orders issued by Siemens shall include the following:





**(a)** date
      of
      issuance;




**(b)** order
      number;





**(c)**
            description
                of specific Product component(s) (includingWherify’s
                part number, as applicable),LocationServices and/or Documentation;





**(d)** quantity
      to be delivered;





**(e)**
            price,
                using the prices set forth in the relevant SPA or in***Attachment
                G:******Wherify******’s
                Price List***,
                as applicable to the Purchase
                order;





**(f)** requested
      date(s) of delivery;





**(g)** shipping
      instructions and destination;





**(h)** reference
      to this Agreement;




**(i)**reference
      to
      the relevant SPA;




**(j)** any
        other
        information as may be mutually agreed by the Parties.


**5.2**  **Delivery
      Dates for Orders.**





**5.2.1**  **Delivery
      Dates.**  Wherify shall
      deliver the Product(s), including all relevant Documentation, FCA (Incoterms
      2000) to
      the
      delivery location/destination specified in the purchase order .
      Delivery dates shall be firm and time is of the essence for all purchase orders. Deliveries
      that are more than 7 (seven) days before or after the delivery date specified
      on
      the purchase order may be refused due to Customer requirements, space or
      security considerations and returned or stored at Wherify’s expense and risk of
      loss. In no case will early deliveries crossing the end of a month be accepted
      without prior written approval of Siemens. If
      Wherify discovers any reasonable potential delay that threatens
      the timely and/or complete delivery of a Purchase Order, Wherify shall notify
      Siemens of such delay promptly .
      If
      requested by Siemens, Wherify shall provide a written plan to correct such
      delay
      within two (2) business days and take
      commercially reasonable action to remedy such delay.





**5.2.2**   **Failure
      to Deliver on the Delivery Date.** Unless
      otherwise agreed in writing by Siemens, if Wherify fails to deliver all items
      under a purchase order in accordance with the scheduled delivery or performance
      date set forth in the purchase order, Wherify shall have five (5) business
      days
      to cure such failure following the scheduled date. If Wherify fails to so cure,
      then Siemens shall be entitled to deduct from the price of the delayed purchase
      order an amount equal to one percent (1%) of the amount of such purchase order
      for each business day of delay up to a maximum payment per purchase order of
      thirty percent (30%) of its total price .
      Notwithstanding anything herein
      to
      the contrary, the rights provided in this **Section
      5.2.2** are in
      addition to any other rights or remedies Siemens may have under this Agreement,
      the relevant SPA, or at law or equity. Siemens may withhold payment for an
      purchase order until all items under an Purchase order have been delivered
      in
      accordance with the terms of this Agreement. If the penalties stated above
      exceed exceed the amount stated in the Customer agreement, the penalties in
      the
      Customer agreement will flow through to Wherify. In the case Wherify cannot
      deliver due to the supply of parts sold to Wherify by Siemens and Wherify has
      met all contractual terms related to the supply of such parts, including terms
      flowed through according to the Agreement, no failure to deliver penalties
      stated in this section shall be due to Siemens.







. **5.2.3**  **Failure
      to Make a Complete Delivery.**  If Wherify fails to
      make a complete delivery of a purchase order within 20 business
      days after its scheduled delivery date as set forth in the order, Siemens shall
      be entitled to immediately terminate such order ,
      any
      other pending purchase orders, and the relevant SPA upon notice to Wherify
      without any right to cure. In such event, Siemens may, as determined in its
      sole
      discretion, return any unaccepted delivered items or previously accepted partial
      order and Wherify shall promptly refund all monies paid by Siemens for such
      returned items. Siemens shall have no further payment obligations with regard
      to
      such returned items.  Wherify shall
      refund any amounts paid for any
      returned items and Products
      not provided. Siemens
      may submit a claim to Wherify for damages equal to any amount levied upon
      Siemens by a Customer as a result of Wherify’s failure to deliver. In addition
      to the rights and remedies provided in this **Section
      5.2.3,** Siemens
      may exercise any other rights and remedies available to it under this Agreement
      or in law or equity. The remedies aviable to Siemens in thie **Section
      5.2.3** shall
      not apply in the case where Wherify cannot deliver due Siemens failure to timely
      deliver the wireless modules to be used in the delayed Products





**5.3**  **Partial
      Shipments.** In
      the
      event that Wherify is
      unable to completely fill a purchase order, Wherify shall
      timely notify Siemens of the possibility of a partial shipment with regard
      to
      such purchase order. Siemens shall have the  rights
      specified in Section 5.2.2.





**5.4**  **Cancellation
      and Re-scheduling of Orders.** **** Except
      as
      provided in this **Section 5.4,** Siemens
      may cancel or re-schedule a purchase order, in whole or in part, without
      additional cost or liability. This right flows to the supply of wireless modules
      to Wherify, relating only to the purchase of modules related to the cancelled
      or
      rescheduled orders.





**5.4.1**  **Change
      in Destination.** **** Siemens
      may change the “ship to” delivery location/destination of any purchase order by
      submitting notice to Wherify in writing at least five (5) business days prior
      to
      the scheduled shipment date. If Siemens makes such a request less than five
      (5)
      business days prior to the scheduled shipment date, then Wherify will use all
      reasonable efforts to implement the requested change.





**5.4.2** **Re-scheduling
      of Shipments.** At any
      time prior to actual shipment, Siemens may re-schedule a purchase order without
      additional cost or liability. Any re-scheduling change under a purchase order
      shall not affect the obligations of either Party with regard to other existing
      purchase orders. This right flows to the supply of wireless modules to Wherify
      relating only to the reschedule of modules related to the rescheduled
      orders.





**5.4.3** **Cancellation
      of Orders.** **** At
      any
      time prior to shipment and upon written notice to Wherify, Siemens may cancel
      any or all Orders, or any portion thereof, except for Services already
      completed. The cancellation of a purchase order shall not affect the obligations
      of either Party with regard to other existing purchase orders. This Agreement
      shall continue in effect for all outstanding purchase orders that have not
      been
      cancelled or have not expired by the purchase order’s terms. This right flows to
      the supply of wireless modules to Wherify relating only to the purchase of
      modules related to the cancelled orders.








**5.5**  **Stop
      Work.** ****





**5.5.1**  **Stop
      Work Order.** Siemens
      may, at any time and by written notice to Wherify, suspend all or any part
      of
      the Services associated with apurchase order for a period of up to ninety (90)
      days. Any such notice (“Stop Work Order”) shall automatically extend the time
      for performance or the delivery date(s) of an affected Order for a time period
      equal to that of the Stop Work Order.





**5.5.2**  **Compliance
      with Stop Work Order.** Upon
      receipt of a Stop Work Order, Wherify shall immediately comply with its terms
      and take all reasonable steps to minimize incurring additional costs allocated
      to the work covered by such order during the stoppage. Within ninety (90) days
      after a Stop Work Order is delivered, or within any extension of this time
      period agreed to in writing by the Parties, Siemens shall either: **(i)** cancel
      the Stop Work Order and have Wherify resume the Service Work, or **(ii)** cancel
      the Work and applicable Order, or portion(s) thereof, as provided in **Section
      5.4** .





**5.5.3**  **Cancellation
      of Suspension.** **** If
      the
      suspension of work under a Stop Work Order is canceled, Wherify shall resume
      the
      work under the applicable purchase order. If the Stop Work Order results in
      an
      increase in the time required for the performance of such an affected purchase
      order, then an equitable adjustment shall be made to the delivery schedule
      or
      performance period under any affected provision of this Agreement, the relevant
      SPA, or the purchase order.





**5.6**  **Defective
      Product Prior to Warranty Period.** Prior to the commencement of the
      warranty period, if Wherify fails to correct a defective product (a product
      which does not conform to its Applicable Standards and Specifications); comply
      with a representation, warranty, or covenant; or fails to make delivery in
      a
      timely fashion as set forth in **Section 5.2**, then Siemens may,
      by giving written notice to Wherify as provided in this Agreement, elect
      to:





**(a)**  terminate
      the corresponding purchase order, in whole or in part, for cause as of the
      date
      specified in the notice of termination. In such event, Siemens may return any
      associated Product(s), Hardware, Software, or Documentation related to the
      Product(s) to Wherify. Upon such return, Wherify shall promptly refund all
      charges paid by Siemens for such items and/or Services and Siemens shall have
      no
      further payment obligations with respect to such items; or





**(b)** require
      Wherify to provide an advance replacement within twenty-four (24) hours with
      follow-up repair or replacement of the non-conforming Product(s), and also
      to
      meet its payment obligations for failure to deliver as provided in **Section
      5.2.2.** In the
      event that the repair or replacement does not correct the defect, then Wherify
      shall promptly refund all charges paid by Siemens for such items in accordance
      with the relevant SPA and Siemens shall have no further payment obligations
      with
      respect to such items.





The
      remedy stated in 5.6.a flows to the supply of wireless modules to Wherify
      relating only to the purchase of modules related to the defective Product,
      if
      the defect is the result of a defect in the wireless module supplied by Siemens.
      The remedy stated in 5.6.b does not apply in the case the defect is the result
      of a defect in the wireless module supplier by Siemens.





**6.0**  **CHANGE
      ORDERS** ****





**6.1**  **Schedule.** **** Wherify will
      provide the Product(s) and Location Services
      in accordance with the schedule(s) as specified in the relevant SPA, if
      available, or, as otherwise specified in the relevant Order(s).







**6.2**   **Requested
      Change.** Siemens
      may request reasonable technical or commercial changes as well as changes
      required or requested by a Customer to the relevant SPA in accordance with
      the
      Change Order (“CO”) process specified in this ***Article
      6: Change Orders*** . Wherify shall
      review such request(s), respond within three business
      days, and upon Siemens acceptance, shall then provide within three business
      days of its receipt of notice of such acceptance, Siemens with a written CO
      that
      specifies the work, fees, and completion schedule. The fees for COs shall be
      as
      agreed by the Parties in the CO, but shall not be higher than those provided
      in
      the relevant SPA. Wherify is
      authorized to proceed with requested changes only after both Parties have signed
      the CO.




**6.3**  **Notice
      of Customer Requested Changes.** Each
      Party will promptly notify the other of any changes that a Customer requests.
      Siemens will also promptly notify Wherify of any
      changes that it deems necessary. Wherify will not
      perform COs requested by anyone, including a Customer, unless Siemens authorizes
      them following the procedure described in this ***Article
      6: Change Orders*** .
      Siemens
      will not pay Wherify for any
      changes that have not been so authorized.





**7.0**  **TESTING
      AND PRODUCTION OF PRODUCT(S)**





**7.1**  **Quality
      Assurance.** **** Wherify shall
      provide and implement a Quality Assurance Program with procedures to ensure
      that
      the Product(s) and Location Services
      are consistently performed in accordance with the terms of this Agreement and
      at
      a level consistent with world-class and best industry standards and practices. Wherify shall
      maintain compliance with the TL 9000 and ISO 9000 certifications, or, shall
      aggressively pursue such certification(s) in accordance with a detailed action
      plan developed to obtain these certification(s). If Wherify must
      pursue these certifications, then it shall maintain its quality assurance
      processes and performance standards in accordance with the procedures of the
      TL
      9000 and ISO 9000 series. Wherify shall
      comply with the standards of ISO 9000 in the performance of its obligations
      under this Agreement, the relevant SPA, and any Order. Additional requirements
      for quality assurance are set forth in ***Attachment
      C: Quality Assurance and Reliability Requirements*** .





**7** . **2**  **Qualification
      Testing.**  Shall
      be
      in accordance with the provisions contained in ***Attachment
      C:*** ** ***Quality
      Assurance and Reliability Requirements*** **.**  When
      applicable, Wherify shall
      provide certification for NEBS testing, Level III.





**8.0**  **PACKAGING,
      SHIPPING, TITLE, AND RISK**





**8.1**  **Packing.** **** All
      deliveries to Siemens pursuant to this Agreement shall be prepared for shipment,
      packaged, and packed in
      compliance with established industry standards.





**8.2**  **Marking,
      Labeling & Electronic Tracking.** **** On
      a
      case-by-case basis based on the requirements of Siemens and a Customer, the
      Parties will agree upon appropriate labeling and electronic asset-tracking
      requirements and procedures that are responsive to, and consistent with, Siemens
      business requirements and asset tracking practices. Such requirements and
      procedures will include, at a minimum, the labeling of Product component(s),
      each container, and related packing documentation with bar-coded serial numbers
      in accordance with Siemens standard F32786-F2943-X-07-7635 Package Labeling
      Specifications for suppliers as set
      forth in ***Attachment
      D: Labeling and Marking of Product.***





**8.3****Shipping.**





**8.3.1**  **Shipping
      Procedures.** ****  Unless
      otherwise instructed by Siemens, Wherify shall:





**(a)**  ship
      all
      Orders complete, freight collect, using the carrier and method identified in
      the
      applicable Order;





**(b)** verify
          that all subordinate documents bear the correct Order
          number;





**(c)**  enclose
      a
      packing memorandum with each shipment and, when more than one package is
      shipped, identify the package which contains the memorandum;





**(d)** mark
          the
          correct Order number on all packages and shipping papers;
          and





**(e)**  when
      applicable under **Section
      8.3.2** below,
      provide separate invoices in duplicate for each shipment, whether or not a
      complete Order, indicating the correct Order number.





**8.3.2** **Carrier
      and Method Not Specified.** **** Where
      carrier and method of shipment are not specified in the Order, Siemens will
      reimburse Wherify for
      actual shipping and insurance costs on an out-of-pocket expense basis; provided,
      however, that Wherify ,
      upon
      Siemens request, shall adequately substantiate such charges by providing freight
      bills or other written documentation. Siemens shall have the right to audit
      such
      out-of-pocket expenses consistent with the audit provisions in ***Article
      15: Audits.***





**8.4**  **Title
      and Risk of Loss.** Title to
      any Hardware, Product(s), or Product component(s) shipped to Siemens shall
      vest
      As set forth in each applicable Adoption Agreement.Unless otherwise provided
      in
      this Agreement or the relevant SPA, title to Software provided by Wherify shall
      remain with Wherify subject
      to the terms of ***Article
      20: Software License.***  Wherify shall at
      its own expense provide insurance against loss or damage en route to the
      delivery location/destination specified in the Order. The risk of loss for
      any
      Hardware, Product(s), or Product component(s) shipped to Siemens shall pass
      to
      Siemens upon delivery to the location/destination specified in the corresponding
      Order.





**9.0**  **DOCUMENTATION**





**9.1**  **General.**  Wherify agrees
      to furnish and deliver, at no charge, Documentation in the English language
      for
      the Product(s) delivered under this Agreement as necessary to permit Siemens,
      a
      Customer, or other End User(s) to use the Product(s). Wherify represents and warrants that the Documentation shall accurately and completely
      reflect the operation, capabilities, features, and limitations of the
      Product(s); shall include all information required to install and operate the
      Product(s); and shall include all information as required by a Customer or
      other
      End User(s) for their use of the Product(s), including but not limited to,
      all
      Documentation necessary for the
      interface function to ensure the interoperability of Wherify ’s
      Product(s). The Documentation and the Applicable Standards and Specifications
      will be technically correct, up-to-date, and sufficient for the purposes of
      this
      Agreement and the relevant SPA.





**9.2**  **Delivery** **.**  Wherify shall
      deliver Documentation in the format and media identified in the relevant
      SPA ***Attachment E:*** ** ***Service
      Level Agreement*** *,* and ** ***Attachment
      H: Product List, Specifications, and Roadmap*** **.** .
      Documentation shall be delivered to Siemens as soon as possible, and available
      upon a Product(s)’ release, even if the Product(s) is not generally available in
      the marketplace. Siemens may copy (in either electronic, C-D or paper form),
      post on website for Customer access, repackage, and reformat such Documentation
      for use in connection with the operation, use, and sale of the Product(s),
      including copies and repackaged or reformatted Documentation for a Customer
      or
      other End User(s). In addition to the rights set forth above, Wherify hereby
      grants Siemens, a Customer, and other End Users), the right to modify and
      enhance the Documentation for their internal use, for Siemens to distribute
      such
      modified Documentation internally as well as to a Customer or other End User(s),
      and for a Customer to distribute to other End User(s). In the event Siemens,
      a
      Customer, or other End User(s) modifies the Documentation by changing the text
      of the Documentation in a manner not limited to repackaging or reformatting, Wherify shall be
      deemed to have approved such changes unless it objects in writing to Siemens
      within 15 business
      days of its receipt of a copy of the changed Documentation. In the event Wherify so
      objects, then it will not be responsible for Siemens, a Customer ’ s,
      or
      other End User(s)’ use of such Documentation to the extent it is so modified. Wherify shall
      have no right to utilize Siemens, a Customer’s, or other End User(s)’
modifications and enhancements to the Documentation without the appropriate Party ’s
      prior
      written consent.





**10.0**  **TRAINING** ****





Wherify will
      offer Siemens training in accordance with ***Attachment
      B: Training Programs,*** and as
      also outlined in ***Attachment
      E: Service Level Agreement*** and
      the
      relevant SPA.





**11.0**  **PRODUCT
      CHANGES AND NEW PRODUCT DEVELOPMENT**





**11.1** **Product
      Changes.**





**11.1.1** **Updates
      and Changes.**  Wherify shall
      provide Product(s) as listed in ***Attachment
      H: Product List,*** ***Specifications
      and Roadmap*** . Wherify shall
      provide updates to ***Attachment
      H: Product List, Specifications, and Roadmap*** as
      necessary to keep it current. Any changes to Product(s) included in **Attachment
      H: Product List,** **Specifications,
      and Roadmap** ,
      including any new releases, upgrades, and updates, shall have backward
      compatibility for the longer of three years
      for
      Hardware and three years
      or
      three releases
      for Software to insure that new Product(s) or any changed Product(s) function
      with prior Product(s), and do not require any change in the existing
      Hardware. Wherify shall
      provide all Product(s) with CLEI codes, as applicable, at no additional charge
      to Siemens. For the purposes of this ***Article
      11: Product Changes and New Product Development*** ,
      an
      upgrade shall include new features and not be limited to “dot.
      release(s)”.





**11.1.2**  **Product
      Change Notice(s).**  Wherify shall
      notify Siemens of any changes by issuing a product change notice (“PCNs”).
      During the Term, all changes affecting form, fit or function shall be
      subject to Siemens prior written consent which may be withheld for any reason
      as
      determined by Siemens in its sole discretion.





**11.1.3**  **Notice
      of Planned Changes Which Impact the Product(s).**  Wherify shall
      notify Siemens 12 months
      in advance of any planned changes in the Product(s) that may affect its form,
      fit or function. Wherify shall
      provide complete Documentation regarding such changes as well as sufficient
      advance samples of any changes in the Product(s) for Siemens to perform system
      testing. Such samples will be at no cost to Siemens and will be made available
      as soon as possible following issuance of the PCN. Unless such changes are
      acceptable to Siemens as determined in its sole discretion, Wherify agrees
      to provide Product(s) throughout the Term that are not changed as contemplated
      by this **Section
      11.1.3.**





**11.1.4**  **Notice
      of Planned Changes which are Incidental.** Wherify shall
      notify Siemens six months
      in
      advance of any changes planned in the Product(s) that do not affect its form,
      fit or function. Wherify shall
      provide complete Documentation regarding such changes as well as sufficient
      sample devices for Siemens to verify these changes. Siemens will notify Wherify within 30 days of
      receipt of sample devices as to their acceptability by Siemens. In the event
      these changes are not acceptable to Siemens, Wherify shall
      use its best efforts to ensure that Siemens concerns are resolved as determined
      in Siemens sole discretion.







**11.1.5**  **Meetings.** The
      Parties agree to meet quarterly to inform each other of their respective
      Product(s) developments as well as any changes in Product(s) requirements or
      specifications relevant to this Agreement or a relevant SPA including, but
      not
      limited to, updating and discussing Wherify ’s
      Roadmap and other issues relevant to the development of the Parties’
relationship for sales of the Product(s) in the telecommunications sector.
      Siemens may provide Wherify with
      information with regard to its plans for future products and technical
      developments. The Parties also agree to exchange information with regard to
      new
      features or upgrades.





**11.2**  **New
      Product(s).** **** Wherify shall
      offer to Siemens any modifications or enhancements to Product(s) as well as
      new
      Product(s) that becomes commercially available. By amendment, such Product(s)
      and their price shall be added to the relevant SPA, ***Attachment
      G:*** ***Wherify*** ***’s
      Price List*** ,
      and ***Attachment
      H: Product List, Specifications, and Roadmap*** as
      necessary. Any modifications or enhancements identified in the relevant SPA
      shall be offered to Siemens at no increase in price for the affected Product(s).





**11.3**  **Localization.** Siemens
      will, provide commercially reasonable assistance to localize the Documentation
      and packaging, including (i) assistance in the translation of such packaging
      and
      Documentation in the local language(s); (ii) providing information relating
      to
      the local legal and regulatory requirements for paclaging and Documentation.
      In
      addition, Siemens will provide commercially reasonable assistance upon request
      from Wherify with respect to the localization of the Products and Location
      Services. If third party localization services are required, they will be
      mutually agreed in an SPA.





Siemens
      will also provide commercially reasonable assistance to achieve local
      certifications. If third party certification services are required, they will
      be
      mutually agreed in an SPA.




**12.0**  **SUBCONTRACTORS**





Wherify acknowledges and agrees that it has full responsibility and liability for the
      performance of all suppliers, subcontractors, or third parties used by it to
      the
      same extent as if Wherify performed such obligations. Without limiting the generality of the foregoing, Wherify shall be
      responsible for discharging any liens (including subcontractor mechanic liens)
      or encumbrances placed on any Product(s) or Product component(s) purchased
      by
      Siemens hereunder. Any subcontractor retained by Wherify shall be
      subject to Siemens prior written approval which may be withheld for any
      reasonable commercial reason.





**13.0**  **PRICES**





**13.1**  **General.** Siemens
      may purchase Product(s), Product component(s), Documentation in accordance
      with
      the prices in U. S. Dollars set forth in ***Attachment
      G:*** ***Wherify*** ***’s
      Price List*** ,
      and In
      the
      event that the Wherify decreases the price of any Product, Siemens will be
      entitled to a credit equal to the difference between the net price paid by
      Siemens, less any prior credits granted by Siemens, and the new decreased price
      for the Product multiplied by the quantity of such Product in Siemens. Similar
      price adjustment will also be made on all such Product in transit to Siemens
      on
      the effective date of such price decrease. With respect to Location Services, if Siemens invoices a Customer for Location Services,
      Siemens may retain an amount of 15 %
      of the
      total invoice amount as a commission , With
      respect to Customers that are billed directly by Wherify ,
      Siemens
      shall receive in cash, within 30 days of Wherify ’s
      receipt of payment from a Customer an amount equal to 15 %
      of the
      total invoice amount.





**13.2** The
      prices as set forth in the relevant SPA and/or ***Attachment
      G:***  ***Wherify’s
      Price List*** for
      Product(s) and Services shall be less than or equal to the prices offered to
      any
      other customer of Wherify for the Product(s) and Services (such prices are
      collectively referred to as the "Offered Prices"). To the extent that the
      Offered Prices are less than the prices set forth in the relevant SPA and/or ***Attachment
      G: Wherify’s Price List*** , then
      Wherify shall be liable to Siemens for the resulting price differential which
      shall be as follows: **(i)** retroactively to all Orders issued by Siemens after the date the Offered Prices
      were first offered to Siemens or other customers, with the retroactive amount
      to
      be provided to Siemens as a credit for future Orders, or, if there are no such
      Orders, then Siemens shall be immediately reimbursed such amounts; and **(ii)** on
      a
      going-forward basis for all future Orders issued by Siemens. Compliance with
      this **Section
      13.2** shall be
      subject to verification by the audit of Wherify’s records as provided in ***Article
      15: Audits.***




**13.2.1** **Taxes.** **** The
      Parties respective responsibilities for taxes arising under or in connection
      with this Agreement shall be as follows:





**Each
      Party’s Responsibility.** **** Each
      Party shall be responsible for any personal property taxes on property it owns
      or leases, for franchise and privilege taxes on its business, and for taxes
      based on its net income or gross receipts.





**Wherify’s
      Responsibility** .
      Wherify  shall
      be
      responsible for any sales, use, excise, value-added, service, consumption,
      and
      other taxes and duties assessed or otherwise payable by Wherify for the
      acquisition or use, and based on the acquisition cost, of any goods or services
      used or consumed in providing the Product(s) and Services.





**13.2** **.3**  **Cooperation.**  The
      Parties agree to cooperate with each other to more accurately determine and
      minimize each of their respective tax liability to the extent legally
      permissible. Wherify ’s
      invoices shall separately state the amount of any taxes Wherify is
      collecting from Siemens. Each Party shall provide and make available to the
      other any resale certificates, information regarding out-of-state or
      out-of-country sales or use of equipment, materials, or services, and other
      exemption certificates or information reasonably requested by the other Party.
      Any third party billing for LBS will be mutually agreed in SPA, such that each
      party has sufficient information regarding out-of-state or out-of-country sales
      or use of equipment, materials, or services, and other exemption certificates
      or
      information reasonably requested by the other Party.





**13.2** **.4**  **Claims
      by Taxing Authority.** Each
      Party shall promptly notify the other of any claim received for taxes asserted
      by an authorized taxing authority and the Parties shall coordinate their
      response to and settlement of any such claim. Notwithstanding the preceding
      sentence, the Parties agree that with respect to any claim arising out of a
      form
      or return signed by a Party to this Agreement, such Party shall have the right
      to elect to control the response to and settlement of such claim; provided,
      however, that the other Party shall have the right to participate to the extent
      of its potential responsibilities or liabilities with regard to such a claim.
      If
      Siemens requests Wherify to
      challenge the imposition of any tax, Siemens shall reimburse Wherify its
      reasonable legal fees and expenses incurred. Each Party shall be entitled to
      tax
      refunds or rebates granted to it and to the extent such refunds or rebates
      are
      for taxes paid by it.





**14.0**  **INVOICING
      AND PAYMENT**




**14.1**  **Invoicing.** **** As
      provided in **Section
      14.2** and **14.3** , Wherify will
      invoice Siemens for amounts due under this Agreement for the provided Product(s)
      and Location Services. Such invoice shall include: invoice date, Order number, Product(s)
      part numbers or release numbers and descriptions, quantities, unit prices and
      the total amount due. All invoice prices shall comply with the pricing in the
      relevant SPA and ***Attachment*** **** ***G:*** ***Wherify*** ***’s
      Price List*** ***.*** Any
      terms
      and conditions which are preprinted on Wherify ’s
      invoice or otherwise not specifically agreed to by Siemens shall be of no
      effect.








**14.2**  **Other.** ****




**Periodic
      charges under this Agreement are to be computed on a calendar month basis,
      and
      shall be prorated for any partial month. All amounts due and payable to** Wherify **under this** ***Article 14: Invoicing and Payment*** **** **shall
      be paid, at Siemens option, either (i) by check payable to the order of** Wherify **or (ii) by electronic funds transfer to** Wherify **from account(s) designated by** **** Wherify.




All
      payments made pursuant to this Agreement will be in U.S. Dollars, and unless
      otherwise specified in an Adoption Agreement.





Siemens
      agrees to flow invoicing terms for the purchase of Wireless Modules, for the
      quantity of modules related to specific SPA’s. In the case credit is extended,
      Siemens will require Wherify to maintain a revolving standby letter of credit
      for any credit outstanding.





**14.3**  **Accountability.** **** Wherify agrees
      to provide documentation and other information with respect to each invoice
      as
      may be requested by Siemens to verify the accuracy of the invoice
      and  Wherify ’s
      compliance with the provisions of this Agreement.





**14.4**  **Disputed
      Charges.** **** Siemens
      shall pay undisputed charges when such payments are due under this ***Article
      14: Invoicing and Payment*** .
      Siemens
      may withhold payment of particular charges which it disputes in good faith.
      In
      the event Siemens disputes any of Wherify ’s
      charges, Siemens will notify Wherify in
      writing as soon as possible (but before payment is due pursuant to the invoice)
      and set forth its reasons for the dispute in such notice.





**14.5**  **Encumbrances.** **** W herify shall
      not perfect a security interest, lien, or other encumbrance upon any Product(s),
      Product component(s), Software, or Hardware provided pursuant to this Agreement.




**14.6**  **Resolution
      of Disputes.** **** Any
      unresolved dispute with regard to payments arising under this Agreement or
      the
      relevant SPA shall be resolved in accordance with the provisions of *Article
      23: Dispute Resolution.*





**15.0**  **AUDITS**





Wherify shall
      maintain complete and accurate records of and supporting documentation for
      all
      invoices submitted under this Agreement, including for its out-of-pocket
      expenses, and for all commission payments made, as well as all back up
      documentation, including but not limited to Customer invoices, related
      thereto. Wherify ’s
      compliance with billing for Location Services
      on a rated basis and with all other pricing issues arising under this Agreement
      and **Section
      13.2** shall
      be
      determined as provided in this ***Article
      15: Audits*** and in
      accordance with generally accepted accounting principles applied on a consistent
      basis. Wherify agrees
      to provide documentation and other information with respect to each invoice
      and
      commission payment as may reasonably be requested by Siemens to verify the
      accuracy of the invoice and Wherify ’s
      compliance with the provisions of this Agreement. Upon its request, Siemens
      and
      its authorized agents and representatives shall have access to such records
      for
      audit during normal business hours during the Term and for a period of three years
      after the termination or expiration of this Agreement. In the event Siemens
      is
      owed a refund by virtue of an overpayment or an additional commission amount
      under this Agreement, either discovered during an audit or
      otherwise,  Wherify shall
      promptly pay Siemens the amount. If such audit finds errors exceeding five
      percent (5%), or a failure to comply with **Section
      13.2** ,
      then Wherify shall be
      responsible for all reasonable audit expenses.





**16.0**  **REPRESENTATIONS,
      WARRANTY, AND SERVICES** ****





**16.1**  **Product
      Warranty.**





**16.1.1** **Hardware
      Warranty.**  Wherify warrants
      that Hardware shall be new, merchantable, free from defects in design, material,
      and workmanship, fit and sufficient for the purposes intended by Siemens or
      a
      Customer, and will strictly conform to and perform in accordance with the
      Applicable Standards and Specifications .
      These
      warranties shall commence on the completion of the Customer’s Acceptance and
      continue for the longer of the warranty period as stated in the relevant SPA,
      the relevant SLA, the Applicable Standards and Specifications, the applicable
      OEM’s warranty, or 12 months (the
“Warranty Period”) .
      If the
      Hardware contains one or more manufacturing warranties, Wherify hereby
      represents that it has the authority to and does hereby assign such warranties
      to Siemens. All warranties for Hardware shall survive inspection, acceptance,
      payment, and use.





Hardware
      not meeting these warranties shall, at Wherify ’s
      option, be repaired and/or replaced with new manufactured Hardware by Wherify at no
      cost to Siemens and with all costs for such implementation including, but not
      limited to transportation, risk of loss, and damage in transit for the return
      and re-delivery of the repaired or replaced Hardware borne by Wherify.
      Wherify shall
      provide, and bear all related costs, a replacement for any non-conforming
      Hardware within 24 hours after
      receipt of notice from Siemens. The Warranty
      Period for
      repaired and/or replaced Hardware is 12 months from
      the
      date of delivery of the repaired and/or replaced Hardware to Siemens and/or
      the
      Customer (if applicable), or, the remaining part of the original Warranty
      Period of the
      Hardware, whichever is longer. In the event Wherify fails to
      repair or replace any non-conforming Hardware within 30 days of
      its return by Siemens, Wherify shall,
      upon Siemens request, refund the purchase price of the returned Hardware without
      limiting any other remedies of Siemens for the failure of Wherify to
      fulfill its obligations under these warranty provisions. In addition to the
      above provisions, Wherify shall
      provide support services including access to its web based tools and help desk
      services on a 24x7x365 hour basis with an escalation process throughout the Warranty
      Period for
      Hardware and in accordance with Attachment E: Service Level Agreement. As
      provided in this Section
      16.1.1, all support obligations, repairs, and replacements for Hardware under
      these warranty provisions shall be provided at no additional charge to Siemens.
      Siemens shall have the right to extend the Warranty
      Period for
      Hardware for additional periods of 12 months
      each at the price agreed to by the Parties.





**16.1.2**  **Software
      Warranty.** Wherify warrants that the Software and media shall
      be new, merchantable, free from defects in design, material, and workmanship,
      and shall conform to and perform in accordance with its specifications and
      Documentation as provided in the Applicable Standards and Specifications.
      Wherify further warrants that the Software does not contain any open source,
      freeware, shareware, GPL or other similar software. These warranties for
      Software shall commence on the completion of the Customer’s Acceptance and
      continue for the longer of the Warranty Period as stated in the relevant SPA,
      the Applicable Standards and Specifications, the applicable OEM’s warranty, or
      12 months. If the Software contains one or more third party warranties, Wherify
      hereby represents that it has the authority to and does hereby assign such
      warranties to Siemens. All warranties for Software shall survive inspection,
      acceptance, payment and use.





For
      Software not complying with this warranty, Wherify agrees
      to immediately provide fixes, patches, or work-around solution(s) upon notice
      from Siemens, but in no event longer than 24 hours
      of
      Siemens issuance of such notice. In the event that Wherify fails to
      correct Software or provide replacement media for defective media within 30 days,
      then Wherify shall,
      upon Siemens request, refund the purchase price of the Software and/or Hardware
      without limiting any other remedies of Siemens for failure of Wherify to
      fulfill its obligations under these warranty provisions for Software. In
      addition to the above provisions, Wherify shall
      provide support services including access to its web based tools and help desk
      services on a 24x7x365 hour basis with an escalation process throughout the Warranty
      Period for
      Software and in accordance with Attachment E: Service Level Agreement. As
      provided in this Section 16.1.2, all support obligations, repairs, or
      corrections for Software under these warranty provisions shall be provided
      at no
      additional charge to Siemens.








Wherify further
      warrants that, during the W arranty
      Period for
      Software, it will provide all releases, updates, alterations, modifications,
      enhancements, or improvements to Software or feature sets purchased by Siemens
      that are generally available to Wherify ’s
      other
      customers during such Warranty
      Period ,
      as well
      as providing code corrections or maintenance patches to correct a defect in
      order to bring the Software into compliance with the Applicable Standards and
      Specifications. Wherify shall
      concurrently provide updated Documentation reflecting any changes in the
      Software. Wherify shall
      also replace the Software if the media is destroyed or damaged and, as a result,
      such Software is unusable or fails to operate in accordance with the Applicable
      Standards and Specifications. All warranty obligations, repairs, and
      replacements for Software shall be provided at no additional charge to Siemens
      and Wherify shall
      pay all related shipping costs. Siemens shall have the right to extend the Warranty
      Period for
      Software for additional periods of 12 months
      each at the price agreed to by the Parties.





**16.1.3**  **Software
      Releases.** Unless
      otherwise agreed, Wherify shall
      submit to Siemens, at its earliest availability date, an evaluation copy of
      any
      Software release, update, alteration, modification, patch, enhancement, or
      improvement, as required under this Agreement or the relevant SPA or any other
      Product covered by this Agreement.





**16.2**  **Services
      Warranty.**  Wherify warrants
      that the Location Services
      will be performed with care, skill, promptness, diligence, and in strict
      compliance with the Applicable Standards and Specifications and also in
      accordance with the best practices in Wherify ’s
      profession or industry. If Wherify fails to
      meet applicable professional standards or comply with the Applicable Standards
      and Specifications, Wherify will,
      without additional compensation, promptly correct or revise any errors or
      deficiencies in the Location Services
      provided. These
      warranties for Location Services
      shall commence on the completion of the Customer’s Acceptance and continue for
      the longer of the Warranty
      Period as
      stated in the relevant SPA, the Applicable Standards and Specifications, the
      applicable OEM’s warranty, or 36 months Wherify ,
      at no
      cost to Siemens, will promptly correct or revise any errors or deficiencies
      in
      the Location Services.
      In the event Siemens requests a refund pursuant to the provisions of Section
      16.1.1 for Hardware, of Section 16.1.2 for Software, or under any other
      provisions of this Agreement or the relevant SPA, then Wherify agrees
      to refund a pro rata portion of any fees, including any prepaid fees for Location Services.
      All warranty obligations, repairs, and replacements for Location Services
      shall be provided at no additional charge to Siemens. All Location Service
      warranties shall survive inspection, acceptance, payment, and use. Siemens
      shall
      have the right to extend the Warranty
      Period for Location Services
      for two additional periods
      of 12 months , each at
      the price agreed to by the Parties.





In
      the
      event Wherify ’s
      performance of Location Services,
      whether provided during the Warranty
      Period or
      following such period, does not fully meet the standards and practices required
      by this Agreement or the relevant SPA, Siemens shall be entitled to a reduction
      of Wherify ’s
      fees
      for Location Services
      for the then current maintenance and support year of up to 50% , Siemens
      shall be entitled to deduct such amounts from the Location Services
      fees as a credit against future charges or as a cash reimbursement, as
      determined in Siemens sole discretion.








**16.3**  **Wherify** **Responsible for Costs** **.** Wherify shall be
      solely responsible for any and all costs and expenses incurred and attributable
      to its warranty obligations under this ***Article
      16: Representations, Warranty, and*** ***Location*** ***Services*** including, but not limited to de-installation, re-installation, shipment, labor,
      and materials.





**16.4**  **General
      Warranties.**




**16.4.1**  **Viruses.**  Wherify represents and warrants that the Software when delivered to Siemens or the
      Customer shall be free of any Virus, and **(** i)
      contains only what is stated in the Documentation and the Applicable Standards
      and Specifications; (ii) is free of any master access key (ID, Password, trap
      door, Trojan horse, back door, worm, etc.) to the system, except as agreed
      to in **Section
      16.4.2** ; (iii)
      is
      free of any other destructive code or expiration date; (iv) is free of any
      item
      which could degrade the security of the operating system by interfering with
      or
      modifying the normal functions of the operating system on which the Software
      resides; (v) is free of any item which could degrade the security of the
      application code or other third party software; and (vi) has been tested for
      computer viruses or other destructive code using a regularly updated virus
      detection and removal software package and has been inspected by Wherify ’s
      authorized personnel. If a Virus is found in or introduced into the Software,
      or
      Siemens, a Customer’s, or other End User(s)’ operating system as a result of Wherify ’s
      acts
      or omissions, then Wherify shall
      have breached its warranty obligations under this ***Article
      16: Representations, Warranty, and*** ***Location*** ***Services.*** In such
      event, and in addition to any other remedies available to Siemens, Wherify agrees
      to use its best efforts, at no additional charge, to assist Siemens in reducing
      the effects of the Virus, and if the Virus causes a loss of operational
      efficiency or a loss of data, to assist Siemens to the same extent to mitigate
      and restore such losses. Wherify also
      agrees to indemnify, defend, and hold harmless Siemens from any and all damages,
      claims, liabilities, and costs, both direct and indirect of whatever nature
      and
      regardless of the legal theory upon which such claim is based which result
      from
      or are related in any manner to Wherify ’s
      failure to meet its obligations under this **Section
      16.4.1.**





**16.4.2**  **Disabling/Enabling
      Code.** Wherify represents and warrants that without the prior written consent of Siemens, Wherify shall
      not insert into the Software or any Software component(s) any code which would
      have the effect of disabling or otherwise shutting down all or a portion of
      the
      Software disabling code. Wherify further
      represents and warrants that with respect to any disabling code that may be
      part
      of the Software or Software component(s), Wherify shall
      not invoke such disabling code at any time, including upon expiration or
      termination of this Agreement, in whole or in part, without Siemens prior
      written consent. Wherify agrees
      that it shall not utilize any enabling code to activate the Software or any
      Software component(s) without Siemens prior written consent enabling
      code.





**16.4.3**  **Right
      to Use.** Wherify represents and warrants that it is either the owner of or authorized to
      distribute, sublicense, and use the Software as provided in this Agreement
      or
      the relevant SPA. Wherify represents and warrants that Siemens shall be entitled to the rights of
      possession and quiet enjoyment of the Software. Wherify represents and warrants that no consent, approval, or withholding of objection
      is required from any entity, including any government authority, with respect
      to
      the Software.





**16.4.4**  **No
      Infringement.** Wherify represents and warrants that its Products and Location Services
      do not and that it shall perform its responsibilities under this Agreement
      in a
      manner that does not infringe or constitute an infringement or misappropriation
      of any patent, copyright, trademark, mask work, trade secret, or other
      proprietary rights of a third party.





**16.4.5
      Documentation.** Wherify represents and warrants that all Documentation provided by Wherify shall be
      accurate, complete, and written in a manner to be understood by a typical user
      of the Software, trained to an appropriate level for his/her job
      responsibilities, and shall be updated from time-to-time to reflect any changes
      to the Software.








**16.4.6
      No Suits.**  Wherify represents and warrants that there are no legal actions, suits, or proceedings,
      pending or threatened, which could have a material adverse effect on Wherify ’s
      ability to fulfill its obligations under this Agreement.





**16.5**  **Notice
      of Breach.** If at
      any time during the Warranty
      Period for the
      Software or Location Services,
      Siemens believes there is a breach of any warranty, it will notify Wherify setting
      forth the nature of such claimed breach. Except as otherwise set forth in this
      Agreement, Wherify shall
      promptly investigate such claimed breach and within three
      business days of Siemens notice, and shall either (i) provide information
      satisfactory to Siemens, as determined in its sole discretion, that no breach
      of
      warranty in fact occurred, or, (ii) at no additional charge to Siemens, promptly
      use its best efforts to take such action as may be required to correct such
      breach.





If
      a
      breach of warranty has not been corrected within the time specified in this
      Agreement, if two or
      more
      breaches of warranty occur in any 60 day
      period, or, if Siemens relies to its detriment on Wherify ’s
      representation that particular features, quality elements, or functions of
      the
      Software will be available, then Siemens may, in addition to any other remedies
      available to it for the recovery of damages and compensation for its additional
      costs and expenses incurred as a result of such breach, elect to:





**(a)**  obtain
      functionally equivalent software and Location Services,
      including any Location Services
      provided before, during, or following the Warranty
      Period ,
      from
      another source and Wherify shall be
      responsible for any additional costs incurred by Siemens and any damages owed
      to
      a Customer; or





**(b)**  obtain
      a
      reduction of all amounts paid for any Location Services
      provided during or following the Warranty
      Period in the
      amount of 50% as a
      credit against future charges or as a
      cash reimbursement, as determined in Siemens sole discretion.





Additionally,
      Siemens may terminate the Agreement or the relevant SPA, in whole or in part,
      as
      provided in ***Article
      24: Termination*** or an
      Order(s) as provided in ***Article
      5: Ordering*** .





**16.6**  **Warranty
      Obligations.** The
      warranty obligations under this Article 16: Representations, Warranty, and Location Services
      shall be enforceable against Wherify during
      the Warranty
      Period including any extensions and following its expiration, provided that Siemens
      notifies Wherify of such
      breach of a warranty within six months
      after the expiration of the Warranty
      Period. THIS AGREEMENT STATES THE SOLE LIABILITY AND OBLIGATION OF WHERIFY
      AND
      THE SOLE REMEDY OF SIEMENS ARISING OUT OF A BREACH OF THE WARRANTIES GIVEN
      IN
      THIS AGREEMENT. EXCEPT FOR THE LIMITED PRODUCT WARRANTIES SET FORTH IN THIS
      SECTION, WHERIFY MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY
      WITH RESPECT TO THIS AGREEMENT OR THE WHERIFY PRODUCTS, HARDWARE, SOFTWARE,
      SERVICES AND ANY OTHER MATERIALS PROVIDED OR SERVICES PERFORMED, AS THE CASE
      MAY
      BE, BY WHERIFY UNDER THIS AGREEMENT. WHERIFY HEREBY EXPRESSLY DISCLAIMS ALL
      OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING,
      WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, NON-INFRINGEMENT, ACCURACY OR SATISFACTORY QUALITY.





**17.0**  **PRODUCT
      SUPPORT**







**17.1**  **Discontinued
      Product(s).**  Following the Term and upon 12 months
      prior written notice, Wherify may
      discontinue the Software and/or any related components; provided, however,
      that Wherify shall
      provide continuing support for such discontinued Software and/or any related
      components and parts in accordance with this Article 17: Product
      Support. In such
      an event, Siemens shall also have the right to exercise a last time buy option
      in accordance with Section 17.3.





**17.2**  **Continuing
      Support.**  Wherify agrees,
      provided the Software and/or any related component(s) are discontinued, to
      offer
      for sale to Siemens during the Term and for five years
      following the delivery to a Customer (excluding Orders for replacement or repair
      parts only) to provide: (i) field service and assistance as necessary; (ii)
      functionally equivalent software and any related components; (iii) correction or support Location Services
      for the Software and any related components, at the price set forth in the
      then
      current ***Attachment
      G:*** ***Wherify*** ***’s
      Price List*** , or,
      if no
      agreement is in effect then at a price agreed to by Siemens; and (iv) updates,
      patches, and/or fault corrections for Software at no additional charge. If
      the
      Parties fail to agree upon a price, the price shall be the
      lesser of Wherify ’s
      then
      current price for said Software and any related components and parts, or, a
      negotiated price which is in accordance with **Section
      13.2** .
      The
      Software and any related components shall be warranted as set forth in ***Article
      16: Representations, Warranty, and Services*** . Wherify ’s
      failure or inability to supply such components, updates, patches, and/or fault
      corrections for Software, itself or from another source shall be considered
      non-compliance with this clause.





**17.3**  **Last
      Time Buy Option.** In
      the
      event of the discontinuation of the Software or any related components,
      including unacceptable changes, Wherify shall
      offer Siemens an opportunity to execute a last time buy option at its then
      current prices. Such option shall not unreasonably limit the quantities
      purchased and the delivery dates shall be extended to the latest date possible.
      Upon Siemens request, and without obligation or charge to Siemens, Wherify shall
      provide technical information, source code, Documentation, and rights required
      to permit Siemens to continue to sell, license, and maintain such Software.





**17.4**  **Escrow.**  Upon
      Siemens request, Wherify shall,
      at its sole cost and expense, deposit in escrow with Iron
      Mountain Escrow
      Services or another third party escrow agent acceptable to
      Siemens and pursuant to an agreement which reflects the terms stated in this **Section
      17.4** (“ **Escrow
      Agreement** ”)
      copies
      of all Wherify
      Deposited Information. Wherify agrees
      to update this deposit within 30 days
      after each update or modification of the Deposited Information.. Siemens
      shall have the right to cause a verification of the Deposited Information by
      a
      qualified third party expert selected by Siemens. In the event the verification
      does not confirm the deposit required, then Wherify shall
      immediately be provided with notice and five calendar days to review the results
      of such verification. Following Wherify ’s
      review, it shall thereafter immediately deposit the additional materials
      pursuant to this ***Article
      17: Product Support*** and
      shall pay for all amounts, including any expenses, incurred by Siemens for
      such
      verification .
      The
      Parties shall resolve any disputed issues with regard to such verification
      in
      accordance with ***Article
      23: Dispute Resolution*** .
      Any
      portion of Deposited Information that is customized for Siemens will be
      segregated from other deposited information.





Wherify represents and warrants that (i) the Deposited Information shall at all times
      be
      sufficient for a Trained Programmer to maintain and support the Software without
      further assistance from Wherify ;
      (ii)
      the licensed programs do not contain any proprietary languages or programming
      tools or components which a Trained Programmer could not reasonably be expected
      to understand; (iii) the Deposited Information includes all of the devices,
      programming, and documentation necessary for the maintenance of the licensed
      programs by a Trained Programmer; (iv) if any portion of the Deposited
      Information is encrypted, the decryption tools and decryption keys shall have
      also been deposited; and (v) the Deposited Information includes all technical
      information necessary for Siemens to manufacture, to have manufactured, or
      to
      obtain the Hardware and any related components and parts from other sources.








Wherify agrees
      that Siemens shall have access to the Deposited Information in the event Wherify of a
      Triggering Event. A Triggering Event shall be established by a sworn affidavit
      of an executive at Siemens, at the level of Vice President or higher, attesting
      to the existence of one of the Triggering Event. In the event there are third
      parties, who are given access to the Deposited Information under an escrow
      agreement, Wherify acknowledges agrees that Siemens will have simultaneous access to the Deposited
      Information.





Upon
      the
      occurrence of a Triggering Event, Wherify agrees
      that Siemens shall have the right to access the Deposited Information, including
      the right to update and maintain the Deposited Information, shall have the
      manufacturing rights as provided herein, and shall thereafter have a present
      software license exercisable upon a release following a Triggering Event in
      accordance with the provisions of this **Section
      17.4** to use
      the Deposited Information as provided in ***Article
      20: Software License*** and the
      ownership rights as provided in this ***Article
      17: Product Support.*** Upon ****** the
      occurrence of a Triggering Event, Wherify also
      agrees that Siemens shall have all rights necessary to permit Siemens (i) to
      manufacture, to have manufactured, or to obtain the Hardware (in modified or
      unmodified form) and any related components and parts from other sources as
      well
      as (ii) to sell, otherwise dispose of, maintain, and service the Hardware (in
      modified or unmodified form) as a result of its use of the Deposited
      Information.





At
      the
      time of the execution of this Agreement, and as updated for any personnel
      change(s), Wherify agrees
      to identify its technical personnel with knowledge of the Software and to
      provide their contact information. Upon the occurrence of a Triggering Event,
      Siemens shall have the right, and be provided access, to contact and solicit
      for
      employment any of Wherify ’s
      technical personnel with knowledge of the Software.


.


In
      the
      event of a rejection of this Agreement or any related or supplemental agreement,
      Siemens may elect to retain its rights under such agreements as provided in
      Section 365(n) of the Bankruptcy Code. Upon written request of Siemens to
      either, as applicable, Wherify or
      bankruptcy trustee or receiver, such authorized person shall not interfere
      with
      the rights of Siemens as licensee as provided in such agreements.





In
      the
      event of any conflict between the provisions of this Agreement and the Escrow
      Agreement entered by the Parties, the provisions which are the most protective
      of Siemens rights and interests under this Agreement shall have
      precedence.





**18.0**  **INSURANCE**





Wherify shall
      during the Term have and maintain in force the insurance coverages listed below.





**18.1**  **Commercial
      General Liability Insurance.** **** Wherify shall
      maintain commercial general liability insurance, including products, completed
      operations liability, personal injury, contractual liability, and broad form
      property damage liability coverage for damages to any property with a minimum
      combined single limit of $2,000,000.00 per
      occurrence.





**18.2**  **All
      Risk Property Insurance.** **** Wherify shall
      maintain all risk property insurance on equipment, data, media, and valuable
      papers, including extra expense coverage, with a minimum limit adequate to
      cover
      such risks on a 100% replacement cost basis.








The
      foregoing insurance coverages shall be primary and non-contributory with respect
      to any other insurance or self insurance which may be maintained by W herify ,
      and
      shall be endorsed to Siemens as an additional insured, with the exception of
      Workers Compensation. Wherify shall
      cause its insurers to issue certificates of insurance evidencing that the
      coverages and policy endorsements required under this Agreement are maintained
      in force and that not less than 30 days
      written notice shall be given to Siemens prior to any cancellation or
      non-renewal of the policies. The insurers selected by Wherify shall
      have an A.M. Best rating of A or better, or, if such ratings are no longer
      available, with a comparable rating from a recognized insurance rating agency.  These
      insurance requirements do not limit or otherwise affect Wherify ’s
      obligations under any of the provisions of this Agreement, a relevant SPA,
      an
      Order, or at law or equity.





**19.0**  **INDEMNITIES** ****




**19.1**  **Indemnity
      by** **Wherify** **.** **** Wherify agrees
      to indemnify, defend, and hold harmless Siemens and its Affiliates and their
      respective officers, directors, employees, agents, successors, and assigns,
      from
      any and all damages and losses from claims arising from, in connection with,
      or
      based on allegations of any of the following: (i) Wherify’ s
      failure
      to observe or perform any duties or obligations for third parties on or after
      the Effective Date (e.g., duties or obligations to subcontractors); (ii) Wherify ’s
      breach
      of its obligations with respect to Siemens Confidential Information; (iii)
      any
      claim, demand, charge, action, cause of action, or other proceeding asserted
      against Siemens, but resulting from an act or omission of Wherify in its
      capacity as an employer of a person; (iv) Wherify ’s
      breach
      of any representation, warranty, covenant, obligation, or responsibility set
      forth in this Agreement; (v) the negligence or intentional misconduct of Wherify or any
      of its officers, directors, or employees; (vi) any claims, warranties , or
      representations made by Wherify concerning the quality, performance, or other characteristics of the Product(s)
      or Location Services;
      (vii) Wherify ’s
      breach
      of any obligations under **Section 26.2** .




**19.2**
            Siemens
                agrees to indemnify, defend, and hold harmless Wherify and its Affiliates
                and their respective officers, directors, employees and agents, from
                any
                and all damages and losses from claims arising from, in connection
                with,
                or based on allegations of any of the following: (i) Siemens breach
                of its
                obligations with respect to Wherify Confidential Information; and
                (ii) the
                gross negligence or intentional misconduct of Siemens or any of its
                officers, directors, or employee..


**19.3**
            **Indemnification
                for Property and Personal Injury.**





**19.3.1**  Wherify **** agrees
      to
      indemnify, defend, and hold harmless Siemens, its Affiliates, and its and their
      respective officers, directors, employees, agents, successors, assigns and Customer(s) (if
      applicable), harmless from and against any and all liabilities, damages, costs,
      and expenses, including reasonable attorneys fees, related to personal injury,
      real property, or tangible personal property, to the extent such damages are
      caused by the negligent act or omission of Wherify or its
      agents, subcontractors, employees, provided Siemens p rovides timely
      notification to Wherify of any
      assertion against it of any such claims or demands and allows
      Wherify to
      control the defense and all related settlement negotiations. Siemens will
      cooperate in good faith with Wherify
      to facilitate the defense of such a claim .




**19.3.2**  **Indemnification
      for Infringement.** **** If
      the
      Product(s) or Location Services
      or the use of the Product(s) for any purpose within the scope of this Agreement
      becomes, or in Siemens reasonable opinion is, or, is likely to become, the
      subject of an infringement or misappropriation claim or proceeding, Wherify shall
      indemnify, defend, and hold harmless Siemens, its Affiliates, directors,
      officers, employees agents, and Customer(s) who use the Product(s), or End
      User(s (“Indemnified Party(ies)”), from and against any claim, liability, or
      damage as permitted under this Agreement and this **Section
      19.3** from
      any
      third party claim, action, suit, proceeding, or settlement thereof, to the
      extent that such claim, actions, suit, or other proceedings against an
      Indemnified Party asserts that any patent, copyright, trade secret, or other
      intellectual property right is infringed by use of the Product(s) by an
      Indemnified Party. Wherify shall so
      indemnify, defend, and hold the Indemnified Parties harmless from all costs,
      liabilities, expenses, and damages, including court costs and reasonable
      attorney fees provided Wherify is
      promptly notified, given assistance as necessary, and permitted to direct the
      defense. In the event Siemens does not provide such notice, Wherify ’s
      indemnification obligations under this **Section
      19.3** shall
      not be abrogated except to the extent that actual and material prejudice
      results. Wherify agrees
      to request its third party suppliers to
      provide reasonable efforts in support of Wherify if it is
      engaged in defending an Indemnified Party or avoiding a claim under this **Section**  **19.3.**








In
      addition to all other rights and remedies under this Agreement, Wherify agrees
      if a Product(s) becomes, or in Siemens reasonable opinion is likely to become,
      the subject of a claim of infringement, or should use of the Product(s) be
      enjoined, Wherify shall,
      in addition to its obligations under the immediately preceding paragraph above,
      at its expense, and in descending order of precedence:





**(a)**  procure
      for the Indemnified Party(ies) the right to continue using the Product(s);
      or





**(b)**  modify
      the Product(s) to make it non-infringing while maintaining equivalent or better
      functionality, features, performance, and conformance to the Applicable
      Standards and Specifications.





If
      neither of the foregoing are commercially reasonable alternatives, as determined
      in Siemens reasonable judgment, Wherify may
      replace the Product(s) with a product that has equivalent or better
      functionality, features, performance, and conformance with the Applicable
      Standards and Specifications.





Notwithstanding
      any provision in this **Section
      19.3** or in
      this Agreement, Siemens is authorized to include this infringement
      indemnification provided by Wherify to a
      Customer or other End User(s) in the terms and conditions of the End User(s)
      license to give effect to the indemnification provided by Wherify and as
      determined to be necessary by Siemens in its sole discretion. Wherify acknowledges and agrees that Siemens has the right to flow this indemnification
      for infringement through to a Customer or End User(s) and that in such
      circumstances, a Customer or the End User(s) shall have the right to seek such
      indemnification provided in this **Section
      19.3** directly
      from Wherify.
      THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND
      OBLIGATION OF WHERIFY AND THE EXCLUSIVE REMEDY OF SIEMENS, DISTRIBUTORS, AGENTS,
      EMPLOYEES, AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF
      COPYRIGHTS, TRADEMARKS, DESIGNS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL
      PROPERTY RIGHTS BY THE WHERIFY PRODUCTS.





**19.4**  **Limitation
      of Liability.**





**19.4.1**  **Wherify** **’s
      Limitation.** Except
      for any obligations with regard to indemnifications under this ***Article
      19: Indemnities*** or the
      relevant SPA, Wherify ’s
      liability for any and all claims, losses or expenses arising out of this
      Agreement, or out of any claim regardless of the legal theory, including but
      not
      limited to, negligence, strict liability, agency, warranty, trespass, breach,
      or
      any other liability shall not exceed the
      greater of $10,000,000 or the total purchase price for all Products and Services
      ordered by Siemens and its Affiliates under this Agreement.





**19.4.2**  **Siemens
      Limitation.** Siemens
      liability for any and all damages, claims, losses, costs, or expenses arising
      out of this Agreement or out of any claim regardless of legal theory, including
      but not limited to, negligence, strict liability, agency, warranty, trespass,
      breach, or any other liability, shall in no event exceed the amount paid by
      Siemens for Product(s) and Location Services
      in the three month
      period immediately preceding the event giving rise to such claim. Any such
      claims shall not exceed an aggregate amount of $10,000,000.00. Siemens
      will have no liability to Wherify for
      compensation, reimbursement, or damages of any kind arising out of the
      expiration or termination of this Agreement.








**19.4.3** **DISCLAIMER.** UNDER NO
      CIRCUMSTANCES SHALL SIEMENS BE LIABLE TO WHERIFY FOR ANY INDIRECT,
      CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING
      WITHOUT LIMITATION, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL,
      ARISING IN CONNECTION WITH THIS AGREEMENT OR THE RELEVANT SPA, UNDER ANY THEORY
      OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, EVEN IF SIEMENS
      HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
      DAMAGES.





**20.0**  **LICENSE**





**20.1**  **Grant.** **** Wherify hereby
      grants Siemens, for itself or its Affiliates as provided in this Agreement,
      a
      fully paid, royalty-free, non-exclusive, worldwide, perpetual, transferable,
      and
      irrevocable license to use, market, distribute, and sublicense the Software
      to a
      Customer only in
      connection with the Products. If
      the
      End User(s) requires a license directly from Wherify,
      Wherify agrees
      to give the End User a license under the same license terms as given to the
      Customer. Wherify
      grants to Siemens the right to copy the Software for archival purposes and
      as
      necessary to maintain and sublicense the Software to a Customer and grants
      these
      same rights to copy to these sublicensees. Siemens or a Customer shall also
      have
      the right to sublicense the Software to another End User(s). These rights
      include those provided below.





**(a)**  use
      and/or have used the Software for the purposes of installing, testing,
      operating, and maintaining the Software in combination with or to be
      combined with ,
      or as
      part of devices, equipment, hardware, software, and technology marketed by
      Siemens, its Affiliates, and/or distributors; and





**(b)**  use,
      copy, reprint, redesign, translate and/or have translated (if required by an
      applicable Adoption Agreement), or
      have
      redesigned by a subsidiary, the
      Documentation for use of the Software by Siemens, its Affiliates and/or
      distributors.





**20.2**  **End
      User(s) Agreement.** **** Siemens,
      its Affiliates, and distributors will sublicense the Software to End-Users
      pursuant to a written license
      agreement(s) which contains
      terms substantially similar to, and no less protective of Wherify ,
      as the terms in this
      Agreement or the relevant SPA.








**20.3.** **Trademarks and Legend.**  Wherify hereby
      grants to Siemens, a Customer, or an End User(s) with the right to sublicense
      such rights as granted in this Article 20: Software License to its Affiliates,
      its distributors and their licensees, or End User(s), and Siemens hereby accepts
      from Wherify a
      non-exclusive, worldwide  right
      and
      license to use, and reproduce all present
      and future trademarks,
      trade names, logos, copyright notices, and other intellectual property rights
      notices of Wherify ’s
      for
      the Software, the Documentation, the Applicable Standards and Specifications,
      and all other pertinent documents and specifications. Wherify undertakes to make available such trademarks, trade names, logos, copyright
      notices, and other intellectual property rights notices in writing and in
      electronic format. Wherify shall
      convey updates each time a new trademark ,
      trade
      names, logos, copyright notices, and other intellectual property rights notices
      will be used by Wherify for the
      Software. Siemens shall reproduce and use trademarks, trade names, logos,
      copyright notices, and other intellectual property rights notices in accordance
      with Wherify ’s
      usage
      guidelines if provided to Siemens. All use
      and goodwill associated with the Wherify Trademark will inure exclusively to
      the
      benefit of Wherify. Upon notice from Wherify of its objection to any improper
      or
      unauthorized use of a Wherify Trademark, Siemens will correct or discontinue
      such usage, as the case may be.








**20.3.2**  **Right
      to Use.** Siemens,
      a Customer, or an End User(s) shall not be obligated to inquire into the
      correctness of Wherify ’s
      rights
      to use and to authorize the use of any trademarks, trade names, logos, copyright
      notices, and other intellectual property rights notices contained in the
      Software, the Documentation and the pertinent documents. As provided in this **Section
      20.3.2** , Wherify shall
      indemnify, defend and hold harmless Siemens, its Affiliates, its distributors,
      its Customer(s), and End-User(s) from any claims, demands, costs and expenses
      based upon any claim that the use of any Intellectual Property Rights Notice
      infringes third party rights subject
      to and as more fully set forth in **Section
      19.3** .





**20.3.3**  **Trademark
      Registration.** Wherify
      will retain the exclusive right to apply for and obtain registration of the
      Wherify Trademarks,





**20.3.5**  **Rights
      Protection.** Siemens
      will use reasonable efforts to notify Wherify of any infringement or
      misappropriation of any patents, copyrights, trade secrets, trademarks, or
      other
      intellectual property or proprietary rights of Wherify or its suppliers of
      which
      Siemens has actual knowledge.




**20.3.5**  **Display.** All
      packaging, labels, marketing and promotional materials, ads, and the like of
      Siemens for Products and Location Services will display the Wherify Trademarks
      in a manner approved by Wherify in writing.





**21.0**  **FORCE
      MAJEURE**





No
      Party
      shall be liable for any default or delay in the performance of its obligations
      under this Agreement to the extent caused, directly or indirectly, by fire,
      flood, lightning, earthquake, elements of nature or acts of God, riots, civil
      disorders, rebellions, acts of terrorism, or revolutions in any country, or
      any
      other similar cause beyond the reasonable control of such Party; provided,
      however, that such default or delay is not caused by the non-performing Party,
      could not have been prevented by the reasonable precautions of the
      non-performing Party, and could not have been reasonably circumvented by the
      non-performing Party through the use of alternate sources, workaround plans,
      or
      other means. In such event, the non-performing Party shall be excused from
      the
      further performance of its obligation(s) affected for as long as such
      circumstances continue. Notwithstanding the foregoing, the non-performing Party
      shall continue to use its best efforts to recommence its performance whenever
      and to whatever extent possible throughout any default or delay caused by a
      force majeure occurrence. The non-performing Party shall immediately notify
      the
      Party to whom performance is due by telephone (to be confirmed in writing within
      two days
      of
      the inception of such delay) and describe with reasonable detail the
      circumstances for such delay. If any event under this ***Article
      21: Force Majeure*** substantially prevents, hinders, or delays Wherify’ s
      performance for more than 30 consecutive days, then at Siemens option it may: **(i)** terminate or modify any affected portion of any Order, the relevant SPA, or
      this
      Agreement, and any outstanding amounts owed Wherify shall be
      equitably adjusted to reflect such termination; or **(ii)** terminate this Agreement without liability to Siemens or Wherify as of a
      date specified by Siemens in a written notice of termination to Wherify .
      Neither
      Party shall have the right to any additional payments from the other Party
      for
      costs or expenses incurred as a result of any force majeure
      occurrence.





**22.0**  **DISPUTE
      RESOLUTION**








**22.1
      Disputes.** Any
      dispute between the Parties arising out of or relating to this Agreement,
      including the interpretation of any provision, and with respect to the
      performance by Wherify or
      Siemens, shall be resolved as provided in this ***Article
      22: Dispute Resolution*** *.*




**22.2**
            **Informal
                Procedures.******





**22.2.1**  **Negotiations
      between Executives.** **** Prior
      to
      the initiation of formal dispute resolution procedures, the Parties shall first
      attempt in good faith to resolve any dispute arising out of or relating to
      this
      Agreement or a relevant SPA promptly by negotiation between the executives
      who
      have authority to settle the controversy and who are at a higher level of
      management than the person with direct responsibility for the administration
      of
      this Agreement or the relevant SPA. Any Party may give the other written notice
      of any dispute not resolved in the ordinary course of business. Within 10 business
      days after delivery of such notice, the Party receiving the notice shall submit
      to the other a written response.





**22.2.2**  **Form
      of Notice and Response.** **** The
      notice and the response shall include: (i) a
      statement of each Party’s position(s) regarding the matter(s) in dispute and a
      summary of arguments in support thereof, and (ii) the name and title of the
      executive who will represent that Party and any other person who will accompany
      such executive. Within 30 business
      days after delivery of the notice, the designated executives shall meet at
      a
      mutually acceptable time and place, and thereafter, as often as they reasonably
      deem necessary, to attempt to resolve the dispute. All reasonable requests
      for
      information made by one Party to the other shall be honored in a timely
      fashion.





**22.2.3**  **Failure
      to Resolve.** If the
      matter in dispute has not been resolved within 60 days
      after delivery of the notice, or, if the Parties fail to meet within 30 days,
      then the dispute shall be referred to more senior executives who have the
      authority to settle the dispute and who shall likewise meet in an attempt to
      resolve the matter(s) in dispute. If the matter(s) have not been resolved within 30 days
      after its referral to these more senior executives, or, if no meeting of such
      senior executives has taken place within 15 days after
      such referral, either Party may initiate subsequent proceedings as provided
      in
      this ***Article
      22: Dispute Resolution.***





**22.2.4**  **Confidential.** All
      negotiations conducted pursuant to this **Section
      22.2** ,
      and any
      of the Parties’ submissions in contemplation thereof, shall be kept confidential
      by the Parties and shall be treated by the Parties and their respective
      representatives as compromise and settlement negotiations for the purposes
      of
      the Federal Rules of Evidence and any similar state rules.





**22.3**  **Limited
      Effect.** The
      Parties agree that disputes, controversies or claims between them shall not
      be
      subject to the provisions of **Section
      22.2** when:





(a)  a
      Party
      makes a good faith determination that a breach of the terms of this Agreement
      by
      the other Party is such that a temporary restraining order or other injunctive
      relief is the only appropriate and adequate remedy;





(b)  the
      institution of formal proceedings earlier than as provided in **Section
      22.2** is
      necessary to avoid the expiration of any applicable limitation periods or to
      preserve a superior position with respect to other creditors; or





(c)  in
      the
      event a Party is involved in litigation with a third party and successfully
      joins the other Party in litigation.





If
      a
      Party files a pleading with a court seeking injunctive relief and is
      unsuccessful, then the other Party may recover its costs and attorneys fees
      from
      the filing Party.








**22.4**  **Litigation.**  Unless
      the Parties agree otherwise in writing, formal proceedings for the resolution
      of
      a dispute may be commenced after the earlier of: (i) the
      unsuccessful conclusion of negotiations under **Section
      22.2** ; (ii) **** the
      designated executives determine that it does not appear likely that the dispute
      can be resolved under **Section
      22.2** ;
      or (iii) **** the
      provisions of **Section
      22.3** are
      applicable. The Parties consent to the jurisdiction of the courts of the State
      of California and to jurisdiction and venue in the state and federal courts
      sitting in San Diego County, California for all litigation arising out of or
      related to this Agreement or the relevant SPA. The Parties further consent
      to
      the jurisdiction of any state court located within a district where the assets
      of a Party are located for the purpose of the enforcement of a judgment or
      award
      against the assets of such Party.




**22.5**  **Continued
      Performance.** **** Unless
      the matter(s) in dispute preclude performance, each Party agrees to continue
      performing its obligations under this Agreement and the relevant SPA while
      any
      dispute is being resolved as provided in this ***Article
      22:*** ** ***Dispute
      Resolution.*** The
      foregoing shall not limit a Party’s termination rights and the discontinuation
      of each Party’s obligations in accordance with termination provisions set forth
      in ***Article
      23: Termination.***





**22.6**  **Governing
      Law.** **** With the
      exception of the matters to be resolved under **Section
      22.7** ,
      the
      relevant SPA, and any Orders and performance under such shall be governed by
      and
      construed in accordance with the laws of State of California without regard
      to
      its choice of law principles. The United Nations Convention for Sale of Goods
      shall not be applicable to this Agreement, the relevant SPA, or any Orders
      under
      these agreements.





**22.7**  **Foreign
      Domiciled Siemens Affiliates.**  All
      matters with regard to dispute resolution for a foreign domiciled Siemens
      Affiliate shall be as provided in the relevant Adoption Agreement.  Orders
      by
      a foreign domiciled Siemens Affiliate and performance by such Affiliate under
      an
      Adoption Agreement or a relevant SPA pursuant to such an Adoption Agreement
      shall in no way be deemed or construed as consent by such foreign domiciled
      Siemens Affiliate to the jurisdiction of any court in the United States or
      any
      state thereof. Notwithstanding anything to the contrary herein which may be
      based on facts or circumstances pertaining to a potential transaction
      contemplated under this Agreement or a relevant SPA, Wherify hereby
      irrevocably and unconditionally waives and releases all rights and claims it
      may
      now or hereafter have arising under this Agreement or a relevant SPA that any
      foreign domiciled Siemens Affiliate is subject to the jurisdiction of the
      federal or state courts of the United States based solely on the potential
      transactions contemplated under this Agreement or a relevant SPA; provided,
      however, that nothing in such waiver and release shall affect Wherify ’s
      rights
      to pursue a claim against any foreign domiciled Siemens Affiliate in the courts
      of its domicile.





**23.0**  **TERMINATION**





**23.1**  **Termination
      for Cause.** **** In
      the
      event Wherify :




**(a)**  materially
      breaches any of its duties, representations, warranties, obligations, covenants,
      or responsibilities under this Agreement or a relevant SPA, and fails to: (i)
      develop within ten (10) days following written notice of breach a complete
      plan
      for curing the breach, which is acceptable to Siemens; and (ii) fully cures
      such
      material breach within thirty (30) days; or


**(b)**  commits
      numerous breaches of its duties or obligations; or





**(c)**  becomes
      insolvent, voluntarily or involuntarily bankrupt or is unable to meets its
      obligations when due, allows the appointment of a receiver or other liquidating
      officer for all or substantially all of its assets or business or makes an
      assignment for the benefit of creditors, then Siemens may, terminate this
      Agreement, in whole or in part, as of a date designated in the notice of
      termination. Siemens will give Wherify 30 days
      written notice for termination under 24.1 (b) and (c).








If
      Siemens terminates this Agreement in its entirety, then all payments for Location Services
      provided through the effective date of termination shall be refunded on a pro
      rata basis and all payment for Product(s) shall be refunded for all returned
      Product(s). If Siemens chooses to terminate this Agreement in part, the charges
      payable under this Agreement will be equitably adjusted to reflect
      the Location Services
      terminated and the Product(s) returned.





**23.2**  **Termination
      for Convenience.** Siemens
      may terminate this Agreement, in whole or in part, for convenience and without
      cause at any time by giving Wherify
      180 day’s prior
      written notice designating the termination date. In the event that a purported
      termination for cause by Siemens is determined by a competent authority not
      to
      properly be such a termination, then it shall be deemed to be a termination
      for
      convenience under this **Section
      23.2** .




**23.3**  **Termination
      of a Specific Project Amendment.**





**23.3.1**  **Grounds
      for Termination.** **** A
      relevant SPA may be terminated prior to completion of the work to be performed
      under such SPA by:





**(a)**
            termination
                of the entire Agreement;





**(b)**
            termination
                of the relevant SPA, provided the same notice and cure periods are
                followed as apply to termination of the
                Agreement;





**(c)**
            notice
                toWherifyfrom Siemens of the Customerstermination of its agreement with Siemens;





**(d)**  the
      mutual written agreement of the Parties; or





**(e)** for
      convenience **** as
      provided in **Section 23.2.**





**23.3.2** **Actions
      following Termination.** Unless
      the Agreement is terminated pursuant to **Section 23.1,** the
      provisions of this **Section
      23.3.2** shall
      be
      applicable to the termination of the relevant **** SPA. **** Wherify will
      cease work immediately upon termination of the relevant SPA. In such event, Wherify will
      invoice Siemens for any undisputed charges for Product(s) and Location Services
      satisfactorily delivered or completed before the effective date of termination
      which meet the requirements of this Agreement and the relevant SPA. Wherify will
      also invoice Siemens for reimbursement of Wherify’ s
      unavoidable and substantiated charges for finished and identified Product(s),
      which were not shipped prior to the effective termination date. Both Parties
      will act in good faith to minimize such charges; but in no event will such
      charges exceed the fees or costs specified in the relevant SPA for such
      Product(s) and Location Services. Upon payment under this **Section
      24.3** ,
      Siemens
      will then own such Product(s) and Location Services
      as well as any related components, parts, and other items, and Wherify will
      deliver such materials to Siemens upon its request.





**23.4**  **Termination
      / Expiration Assistance.**





**23.4.1**  **Before
      the Effective Date of Termination/Expiration.** Commencing (6) months prior to the termination or expiration of this Agreement,
      an earlier date if requested by Siemens, or upon any notice of termination
      (in
      whole or in part), expiration, or non-renewal of this Agreement, and continuing
      through the effective date of expiration (as such effective date may be extended
      pursuant to ***Article
      3: Term*** )
      or
      termination, as applicable, Wherify shall
      provide to Siemens or to a designee upon Siemens written request, reasonable
      termination or expiration assistance to allow the Location Services
      to continue for a Customer without interruption or adverse effect and to
      facilitate the orderly transfer of the Location Services
      to Siemens or its designee ( “ Termination/Expiration
      Assistance ”).







Termination/Expiration
      Assistance shall include the following assistance:





**(a)**  Wherify shall,
      using its good faith efforts, cooperate with Siemens in effecting the orderly
      transfer of its support obligations and Services hereunder to a qualified third
      party Wherify ;





**(b)**  Wherify shall
      continue to perform the support obligations and Services for the fee(s)
      applicable at the time of expiration and/or termination for a period of 12 months
      following the effective date of termination/expiration;





**(c)**  Wherify shall
      sublicense, to the extent authorized, to Siemens all third party products
      utilized with the Product(s) subject to the use rights set forth in this
      Agreement; provided, however, that Wherify shall
      obtain such sublicenses for Siemens for any third party products utilized in
      the
      Product(s) which are not commercially available;





**(d)**  Wherify shall
      identify for Siemens all third party suppliers Wherify utilized
      to manufacture the Product(s); and





**(e)**  provide
      such other assistance and Services for a separate fee as agreed to by the
      Parties in writing.





If
      the
      transition assistance is related to the end of the Term, then the
      Termination/Expiration Assistance shall commence no later than 90 days in
      advance of the effective date of the termination or expiration.





**23.4.2**  **Following
      the Effective Date of Termination/Expiration.** Provided
      Siemens is current on its payments of all undisputed invoice amounts, this **Section
      23.4.2** shall
      survive the termination or expiration of this Agreement. For a period of 12 months
      following the effective date of termination or expiration, Wherify shall
      provide, at Siemens request, any or all of the Services being performed by Wherify prior to
      the effective date. To the extent Wherify is to
      perform any Location Services,
      including but not limited to Termination/Expiration Assistance, under this **Section
      23.4.2** ,
      then
      the provisions of this Agreement shall be applicable as such provisions would
      have been applicable to such Location Services
      prior to the effective date of the termination/expiration of this Agreement,
      provided the fees charged shall be those personnel rates set forth in the
      relevant SPA or ***Attachment
      G:*** ***Wherify*** ***’s
      Price List.***





**23.4.3**  **Equitable
      Remedies.** **** Wherify acknowledges that, in the event it breaches (or attempts or threatens to breach)
      its obligation to provide Termination/Expiration Assistance as provided in **Section**  **23.4,** Siemens
      will be irreparably harmed. In such a circumstance, Siemens may proceed directly
      to court. If a court of competent jurisdiction should find that Wherify has
      breached (or attempted or threatened to breach) any such obligations, Wherify agrees
      that, without any additional findings of irreparable injury or other conditions
      to injunctive relief, it shall not oppose the entry of an appropriate order
      compelling performance by Wherify and
      restraining it from any further breaches (or attempted or threatened
      breaches).





**24.0**  **CONFIDENTIAL
      INFORMATION**








**24.1**  **Definitions.**





**(a)**  “ Confidential
      Information ” means
      (i) the existence, purpose, pricing, subject matter, and terms of this Agreement
      and the relevant SPA; (ii) information that relates to the purpose stated in
      this ***Article
      24: Confidential Information*** ;
      or (iii)
      information which is otherwise disclosed as a result of the Parties’ performance
      and that should reasonably have been understood by the receiving Party
      (“Receiving Party”), because of legends or other markings, the circumstances of
      disclosure or the nature of the information itself, to be proprietary and
      confidential to the disclosing Party (“Disclosing Party”), an Affiliate of the
      Disclosing Party or to a third party. Confidential Information may be disclosed
      in written or other tangible form (including on magnetic media) or by oral,
      visual, or other means.




(b)  “ Affiliate ” for the
      limited purpose of this ** ***Article
      24: Confidential Information*** means
      any person or entity directly or indirectly controlling, controlled by, or
      under
      common control with a Party.





**24.2**  **Use
      of Confidential Information.** A
      Receiving Party of Confidential Information may use the Confidential Information
      only for the purpose of performance under this Agreement, the relevant SPA,
      or
      applicable Orders, including the provision of Location Services;
      provided however, that nothing in this Agreement gives either Party the right
      to
      disclose the existence, purpose, pricing, subject matter, or terms of this
      Agreement to any Customer or prospective Customer until a relevant SPA or an
      purchase order are executed, except that Siemens may disclose such information
      on a case-by-case basis in response to a Customer inquiry provided such pricing
      is presented as Siemens pricing and not as Wherify’ s.





**24.3** **Recipient’s
      Use of Confidential Information.** Receiving Party shall protect such Confidential Information from disclosure
      to
      others, using the same degree of care used to protect its own confidential
      or
      proprietary information of like importance, but in any case using no less than
      a
      reasonable degree of care. Receiving Party may disclose Confidential Information
      received hereunder to (i) its Affiliates who agree, in advance, in writing,
      to
      be bound by this Agreement, and (ii) to its employees and independent
      contractors, and its Affiliates employees and independent contractors, who
      have
      a need to know for the purpose of this Agreement, the relevant SPA, or an Order,
      and who are bound to protect the received Confidential Information from
      unauthorized use and disclosure under the terms of a written agreement.
      Confidential Information shall not otherwise be disclosed to any third party
      without the prior written consent of the Disclosing Party.





**24.4**  **Exceptions.** **** The
      restrictions of this Agreement on the use and disclosure of Confidential
      Information shall not apply to information that:





**(a)**  was
      publicly known at the time of the Disclosing Party ’ s communication thereof to the Receiving Party;





**(b)**  becomes
      publicly known through no fault of the Receiving Party subsequent to the time
      of
      theDisclosing Party’s communication thereof to Receiving Party;





**(c)**  was
      rightfully in the Receiving Party’s possession free of any obligation of confidence at the time of the Disclosing
      Party' s communication thereof to the Receiving Party;





**(d)**  is
      developed by the Receiving Party independently of and without reference to
      any
      of the Disclosing Party ’s
      Confidential Information or other information that the Disclosing Party
      disclosed in confidence to any third party;








**(e)**  is
      rightfully obtained by the Receiving Party from third parties authorized to
      make
      such disclosure without restriction; or





( **f)**  is
      identified by the Disclosing Party as no longer proprietary or confidential.





**24.5**  **Disclosures
      Required by Law.** **** In the
      event the Receiving Party is required by law, regulation, or court order to
      disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the
      Disclosing Party in writing prior to making any such disclosure in order to
      facilitate the Disclosing Party seeking a protective order or other appropriate
      remedy from the proper authority. The Receiving Party agrees to cooperate with
      the Disclosing Party in seeking such order or other remedy. The Recipient
      further agrees that if the Disclosing Party is not successful in precluding
      the
      requesting legal body from requiring the disclosure of the Confidential
      Information, it will furnish only that portion of the Confidential Information,
      which is legally required and will exercise all reasonable efforts to obtain
      reliable assurances that confidential treatment will be accorded the
      Confidential Information.





**24.6**  **Property
      of Owner** . All
      Confidential Information disclosed under this Agreement, the relevant SPA,
      or a
      purchase order entered into hereunder (including information in computer
      software or held in electronic storage media) shall be and remain the property
      of the Disclosing Party. All such information in tangible form shall be returned
      to the Disclosing Party promptly upon written request or the termination or
      expiration of this Agreement or the relevant SPA and shall not thereafter be
      retained in any form by the Receiving Party, its Affiliates, or any employees
      or
      independent contractors of the Receiving Party or its Affiliates.
      Notwithstanding the return, erasure, or destruction of Confidential Information
      or the termination, through completion or otherwise, of this Agreement, the
      rights and obligations with respect to the disclosure and use of Confidential
      Information shall survive until one of the exceptions of **Section
      24.4** applies. ****





**24.7**  **Equitable
      Relief.** The
      Parties acknowledge that Confidential Information is unique and valuable, and
      that disclosure in breach of this Agreement will result in irreparable injury
      to
      the Disclosing Party for which monetary damages alone would not be an adequate
      remedy. Therefore, the Parties agree that in the event of a breach or threatened
      breach of confidentiality, the Disclosing Party shall be entitled to specific
      performance and injunctive or other equitable relief as a remedy for any such
      breach or anticipated breach without the necessity of posting a bond. Any such
      relief shall be in addition to and not in lieu of any appropriate relief in
      the
      way of monetary damages.





**24.8**  **Obligations
      with Regard to Confidential Information Particular to** **Wherify** **.** **** The
      following additional obligations are applicable when the Receiving Party of
      the
      Confidential Information is Wherify .





**24.8.1** **Wherify** **’s
      Use of Confidential Information.**  Wherify shall
      not use any pricing or other information related to a Customer or potential
      Customer provided to Wherify by
      Siemens (“Customer Information”) to compete against Siemens for a prospective
      Customer’s business either directly via its retail sales channels, indirectly
      through its wholesale sales channels, or any other sales channel working with
      third parties. Wherify shall
      establish procedures to prevent any unauthorized use or disclosure; such
      procedures shall include, but not be limited to, effective procedural firewalls
      as well as data firewalls in computer databases, and notifying all Wherify ’s
      employees, agents, and subcontractors who may have access to any Siemens
      Confidential Information and/or Customer information of the restrictions
      contained in this ***Article
      24: Confidential Information.***  Wherify shall
      require that all its employees accept the terms and conditions of this ***Article
      24: Confidential Information*** in order
      to obtain access to any Siemens Confidential Information and/or Customer
      Information. Wherify shall
      ensure compliance by its employees, agents, and subcontractors with this ***Article
      24: Confidential Information*** and
      shall establish procedures to ensure that its employees, agents, and
      subcontractors, and other persons acting by, through, or under them comply
      with
      the restrictions stated in this ***Article
      24: Confidential Information.***








**24.8.3** **Third
      Party Information.** **** If Wherify delivers
      any third-party owned information to Siemens under or in contemplation of this
      Agreement, the relevant SPA, or any Order, Wherify represents and warrants that it has the right to deliver such third-party owned
      information.








**25.0**  **GENERAL**





**25.1**  **Binding
      Nature and Assignment.** This
      Agreement shall be binding on the Parties and their respective successors and
      assigns.  Neither
      party may  assign
      or
      transfer this Agreement, or any of its rights or obligations under this
      Agreement, whether by law or otherwise, to any other unaffiliated person
      or
      entity, without t he
      other
      party’s prior
      written consent. Notwithstanding
      the foregoing, either
      party’s consent
      may be withheld, in the event that it determines, in its sole discretion, that
      any of the following circumstances are applicable: (i) the assignee is not
      capable of meeting required financial or performance obligations; (ii) the assignee is not capable of
      carrying out a commercially viable business plan; (iii) the assignee competes
      with either
      party in the
      telecommunications market; or (iv) any other commercially reasonable
      consideration





**25.2**  **Compliance
      with Laws and Applicable Standards.** **** Each
      Party shall perform its obligations in a manner that complies with all
      applicable federal, state, and local laws, regulations, ordinances and codes,
      including the export and foreign controls, the Foreign Corrupt Practices Act,
      the U.S. Export Administration Act, and the requirements of the FCC, EPA, and
      OSHA, all as may be amended from time to time. Wherify shall be
      responsible for taking appropriate steps to obtain necessary export licenses,
      if
      any, related to the export of Product(s), and shall provide Siemens with copies
      of relevant export licenses. If either Party is charged with the failure to
      comply with any law, the Party charged shall promptly notify the other Party
      of
      such charges in writing. Each Party warrants and represents that its execution,
      delivery, and performance of this Agreement or the relevant SPA shall not
      constitute (i) a violation of any judgment, order, or decree; or (ii) a material
      default under any material contract by which it or any of its material assets
      are bound.





**25.3**  **Notices.** All
      notices, requests, demands, and determinations under this Agreement (other
      than
      routine operational communications), shall be in writing and shall be deemed
      duly given (i) when delivered by hand, (ii) one day
      after
      being given to an express, overnight courier with a reliable system for tracking
      delivery, or (iii) five days
      after the day of mailing, when mailed by United States mail, registered or
      certified mail, return receipt requested, postage prepaid, and addressed as
      follows:




In the case of Siemens:
            In the case of Wherify:Siemens Communications, Inc.
            **Wherify Wireless,
              Inc.**16475 West Bernardo Drive
            2000 Bridge Parkway, Suite
              201San Diego, CA 92127
            Redwood Shores, CA 94065Attn:____________________










With
      a
      copy to:





General
      Counsel


Legal
      Department


Siemens
      Communications, Inc.


900
      Broken Sound Parkway, N.W.


Boca
      Raton, FL 33487





A
      Party
      may from time to time change its address or designee for notification purposes
      by giving the other prior written notice of the new address or designee and
      the
      date upon which it will become effective.





**25.4**  **Counterparts.** This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original, but both of which together shall constitute one and the
      same
      instrument.





**25.5**  **Relationship
      of Parties.** ****  Wherify ,
      in
      furnishing Product(s) and Location Services
      hereunder, is acting as an independent contractor and Wherify has the
      sole right and obligation to supervise, manage, direct, procure, perform or
      cause to be performed, all work to be performed by Wherify under
      this Agreement. Wherify is not
      an agent of Siemens and has no authority to represent Siemens as to any matters,
      except as expressly authorized in this Agreement.





**25.6**  **Severability.** If any
      provision of this Agreement or the relevant SPA is declared or found to be
      illegal, unenforceable, or void, then both Parties shall be relieved of all
      obligations arising under that provision, but only to the extent that such
      provision is illegal, unenforceable, or void. If the remainder of this Agreement
      shall not be affected by that declaration or finding and is capable of
      substantial performance, then each provision not so affected shall be enforced
      to the extent permitted by law.




**25.7**  **Consents
      and Approval.** **** Except
      where expressly provided as being in the discretion of a Party, where agreement,
      approval, acceptance, consent, or similar action by either Party is required
      under this Agreement or the relevant SPA, such action shall not be unreasonably
      delayed or withheld. An approval or consent given by a Party under this
      Agreement or the relevant SPA shall not relieve the other Party from
      responsibility for complying with the requirements of this Agreement or the
      relevant SPA, nor shall it be construed as a waiver of any rights under this
      Agreement or the relevant SPA, except as and to the extent otherwise expressly
      provided in such approval or consent.





**25.8**  **Waiver
      of Default; Cumulative Remedies.** **** No
      waiver
      or discharge shall be valid unless in writing and signed by an authorized
      representative of the Party against which such amendment, waiver, or discharge
      is sought to be enforced. A delay or omission by either Party to exercise any
      right or power under this Agreement or the relevant SPA shall not be construed
      to be a waiver. A waiver by either of the Parties of any of the covenants to
      be
      performed by the other or any breach shall not be construed to be a waiver
      of
      any succeeding breach thereof or of any other covenant herein
      contained.





**25.9**  **Remedies.** **** Except
      as
      otherwise expressly provided herein, all remedies provided for in this Agreement
      or the relevant SPA shall be cumulative and in addition to and not in lieu
      of
      any other remedies available to either Party at law, in equity or
      otherwise.




**25.10**  **Survival.** **** Any
      provision of this Agreement which contemplates performance or observance
      subsequent to any termination or expiration of this Agreement (in whole or
      in
      part) shall survive any termination or expiration of this Agreement or the
      relevant SPA (in whole or in part, as applicable) and continue in full force
      and
      effect. Such provisions shall include, but not be limited to the following: ***Article
      19: Indemnities; Article 22: Dispute Resolution; Article 23: Termination,
      Article 24: Confidential*** **** ***Information;*** and ***Article 25: General.***








**25.11**  **Public
      Disclosures.** **** All
      media
      releases, public announcements, and public disclosures relating to this
      Agreement or the relevant SPA, or, the subject matter of these agreements,
      including promotional or marketing material, but not including announcements
      intended solely for internal distribution or disclosures to the extent required
      to meet legal or regulatory requirements beyond the reasonable control of the
      disclosing Party, shall be coordinated with and approved by the non disclosing
      Party prior to release.





**25.12**  **Service
      Marks** **.** **** Wherify agrees
      that it shall not, without Siemens prior written consent, use the name, service
      marks, or trademarks of Siemens.





**25.13**  **Third
      Party Beneficiaries.** **** Except
      as
      provided in this Agreement and the relevant SPA, these agreements are entered
      into solely between, and may be enforced only by, Siemens and Wherify .
      These
      agreements shall not be deemed to create any rights in third parties, including
      suppliers and customers of a Party, or to create any obligations of a Party
      to
      any such third parties.





**25.14**  **Amendment.** **** This
      Agreement shall not be modified, amended or in any way altered except by an
      instrument in writing signed by the authorized representative of each
      Party.





**25.15**  **Incorporation
      by Reference and Order of Precedence.**





**25.15.1**  **** **Incorporation
      by Reference.** **** The
      attachments and schedules attached hereto are hereby incorporated by reference
      into this Agreement. Subject to **Section
      26.14** ,
      any
      amendments to these attachments and schedules, and any other attachments and
      schedules that are agreed upon by the Parties subsequent to the Effective Date,
      shall likewise be incorporated by reference into this Agreement and the relevant
      SPA, as applicable.





**25.15.2**  **** **Order
      of Precedence.** **** Any
      conflict among or between the terms and conditions included in the documents
      making up this Agreement will be resolved in accordance with the following
      order
      of precedence (from highest to lowest priority):




**(a)**  Specific
      Project Amendment with Exhibits;





**(b)**  Change
      Orders;





**(c)**  the
      Adoption Agreement (if applicable);





**(d)**  this
      Agreement and Attachment A;





**(e)**  the
      attachments (other than Attachment A);





**(f)**   the
      schedules and exhibits including those which are part of the attachments;
      and





**(g)**  Orders.





**25.16**  **Entire
      Agreement.** This
      Agreement, including any relevant SPA, the attachments, schedules, and exhibits,
      sets forth the entire agreement and understanding between the Parties as to
      the
      subject matter hereof and merges all prior discussions between them relating
      to
      such subject matter. Neither of the Parties shall be bound by any conditions,
      definitions, warranties, understandings, or representations with respect to
      such
      subject matter other than as expressly provided herein or as duly set forth
      on
      or subsequent to the effective date hereof in writing and signed by an
      authorized representative of the Party(ies).







**25.17**  **Controlling
      Language.** This
      Agreement is in English only, which language will be controlling in all
      respects.




**25.18**  **Counterparts;
      Facsimile Signatures.** This
      Agreement may be executed in counterparts, each of which, when taken together
      will one and the same instrument.





IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the
      authorized officers indicated below and effective as of the date first indicated
      above.




**WHERIFY WIRELESS,
              INC.**
            **SIEMENS COMMUNICATIONS,
              INC.**By:
              ____________________
            By:
              _______________________________________Printed:
              Timothy
              J. NeherTitle: Chief
              Executive Officer
            Printed:
              ____________________________________Title:
              ______________________________________Date: 01/19/2006
            Date:
              _______________________________________





**ATTACHMENT
      A: DEFINITIONS**





**Adoption
      Agreement** shall
      mean the terms and conditions for the purchase of Wherify ’s
      Product(s) by its Affiliates adopting this Agreement.




**Affiliate(s** )
      shall
      mean **(i)** Siemens
      Aktiengesellschaft as well as a **(ii)** corporation, company, or other entity more than fifty percent (50%) of whose
      outstanding shares or securities (representing the right to vote for the
      election of directors or other managing authority) are, now or hereafter, owned
      or controlled directly or indirectly by Siemens Aktiengesellschaft, but such
      corporation, company, or other entity shall be deemed to be an “Affiliate” only
      so long as such ownership or control exists; or **(iii)** an
      entity which does not have outstanding shares or securities, as may be the
      case
      in a partnership, joint venture, or unincorporated association, more than fifty
      percent (50%) of whose ownership, management, or control rights to make the
      decision for such entity is, now or hereafter, owned or controlled directly
      or
      indirectly by Siemens Aktiengesellschaft, but such entity shall be deemed to
      be
      an “Affiliate” so long as such ownership or control exists.





**Affiliate,** for the
      limited purpose of ***Article
      25: Confidential Information,*** shall
      have the meaning stated in **Section
      25.1 (b).**





**Applicable
      Standards and Specifications** shall be
      as stated in the relevant SPA, ***Attachment
      E:*** ***Location*** ****** ***Service
      Level Agreement,*** ** and ***Attachment
      H: Product List, Specifications, and Roadmap*** ;
      the
      Documentation; and all representations made by Wherify including, but not limited to, those included in any response to an RFP or
      similar response (with regard to the Hardware, Software, and Location Service
      specifications, the applicable provisions of these attachments and other
      documents.





**Binding
      Proposal** shall
      mean the meaning stated in **Section
      2.4.2** .





**Change
      Order** or **CO** shall
      have the meaning stated in **Section
      6.2.**  ****





**Confidential
      Information** shall
      have the meaning stated in **Section
      25.1 (a).**





**Customer** shall
      have the meaning stated in the first paragraph of this Master Purchase/Reseller
      Agreement.





**Customer’s
      Acceptance** shall
      have the meaning stated in **Section
      14.2.**





**Deliverables** shall
      have the meaning stated in **Section
      2.4.2.**





**Deposited
      Information** shall
      mean all information, both proprietary and non proprietary that Siemens requests
      to be deposited in Escrow, with regards to the following **(A)** for
      Software, this information shall include, but not be limited to: drawings,
      Documentation, Software, annotated source code (including flow charts),
      programmer’s tools (including compilers), test protocols and procedures,
      required or useful for the modification, enhancement, and maintenance of the
      Software; and **(B)** for
      Hardware and any related components and parts, this information shall include,
      but not be limited to: **(i)** manufacturing drawings and specifications of raw materials and components
      comprising all Product(s) or Hardware and related components and parts; **(ii)** manufacturing drawings and specifications covering special tooling and the
      operation thereof; **(iii)** a
      detailed list of all commercially available components and parts purchased
      by Wherify on the
      open market disclosing the part number, name and location of Wherify, and price
      list for the purchase thereof; and **(iv)** a
      complete copy of any source code related to such Hardware **.**








**Documentation** shall
      mean the written text describing the Product(s), including the Hardware, the
      Software, or the Software system, how it works, and how to work it. It shall
      include all information required to install and operate these Product(s),
      including but not limited to, all Documentation required to insure the
      functioning of the interface necessary for the interoperability of each of
      the
      Product(s) with all other products, hardware, firmware, equipment, and
      software.





**End
      User** shall
      mean the Customer’s end customer, or another party licensed or sublicensed
      through the Customer to use the Software.





**Escrow
      Agreement** shall
      have the meaning stated in **Section
      17.4.**





**Hardware** shall
      mean the actual physical computing machines.





**Indemnified
      Party(ies)** shall
      have the meaning stated in **Section 19.3.**




**Lead
      Time(s)** shall
      mean the Materials Procurement Lead Time plus the manufacturing cycle time
      required from the delivery of the Materials at Wherify’s facility to the
      completion of the manufacture, assembly and test processes.





**Offered
      Prices** shall
      have the meaning stated in **Section
      13.2** .







**Object
      Code** means
      computer programming code, which is substantially or entirely in binary form
      and
      is intended to be directly executable by a computer after suitable processing
      but without the intervening steps of compilation or assembly.





**Party** or **Parties** shall
      mean Siemens and/or Wherify .





PCN
      shall
      mean product change notice .





Product(s)
      is defined as the cumulative reference for Wherify ’s
      products as listed in Attachment G Price List, Attachment H: Product List,
      Specifications, and Roadmap, and if applicable, the relevant SPA in the form
      of
      Attachment F: Specific Project Amendment including all related equipment,
      hardware, firmware, and software, both as stand-alone products and as components
      of the Product(s as well as any future versions or releases thereof in which Wherify has a
      right to market and/or for which Siemens acquires the right to market, license,
      and sublicense under this Agreement. New products may be added to an attachment Wherify upon the
      written agreement of the Parties.





**Project** shall
      have the meaning stated in **Section
      2.4.2.**





**Receiving
      Party,** for
      the
      limited purpose of **** ***Article
      24: Confidential Information*** **,** shall
      have the meaning stated in **Section
      24.1 (a).**





**RFP** shall
      mean request for proposal **.**





**Location** **Services** shall
      mean the location or other services to be provided by Wherify under
      this Agreement.





**Siemens** shall
      mean Siemens Communications, Inc.








**Siemens
      Wireless Modules** shall
      mean Siemens or any Siemens affiliate who supplies Wherify Wireless Modules
      for
      integration into Wherify’s Product





**Software** shall
      mean **** all computer
      programs, end
      user
      client applications or telephone firmware in
      Object Code form as well as firmware made available by Wherify as part
      of Product(s) .





**Source
      Code** means
      computer programming code and related system documentation, comments and
      procedural code such as job control language, which may be printed out or
      displayed in a form readable and understandable by a software programmer of
      ordinary skill.





**Specific
      Project Amendment** or **SPA** shall
      have the meaning stated in the first paragraph of this Master Purchase/Reseller
      Agreement.





**Stop
      Work Order** shall
      have the meaning stated in **Section 5.5.1.**





**Term** shall
      mean begin on the Effective Date and expire thirty-six (36) months thereafter
      unless terminated sooner pursuant to ***Article
      23*** .





**Termination/Expiration
      Assistance** shall
      mean reasonable termination or expiration assistance to allow the Location Services
      to continue for a Customer without interruption or adverse effect and to
      facilitate the orderly transfer of the Location Services
      to Siemens or its designee.





**Trained
      Programmer** shall
      mean a trained computer programmer of general proficiency **.**





**Triggering
      Event** shall
      mean Wherify : **(i)** fails to
      meet any of its support obligations (including installation, error correction,
      maintenance, or warranty service including providing updates and other technical
      assistance) set forth in this Agreement or the relevant SPA; **(ii)** has a
      receiver, trustee, referee, administrator, or similar officer appointed for
      Wherify; **(iii)** an
      assignment is made by Wherify for the
      benefit of its creditors; **(iv)** ceases
      to conduct business in the normal course, is liquidated, or dissolved; or **(v)**  files
      for
      bankruptcy or becomes insolvent .


**Wherify** shall be
      the party identified as Wherify in the
      first paragraph of this Master Purchase/Reseller Agreement.





**Wireless
      Module** shall
      mean cellular modem.





**Virus** shall
      mean a software program or other harmful code capable of replicating itself
      and
      usually capable of wreaking great harm on the system. ****