Exhibit 10.2


 


EXECUTION
VERSION


 


LICENSE
AGREEMENT


 


This LICENSE AGREEMENT
(this “Agreement”) is entered into as of                   ,
2008 by and between DMRC Corporation, a Delaware corporation, and its
Affiliates (“DMRC”), and L-1 Identity Solutions Operating Company, a
Delaware corporation, and its Affiliates (the “Company”).


 


RECITALS


 


WHEREAS, L-1 Identity
Solutions, Inc., a Delaware Corporation (“L-1 Identity Solutions”),
Dolomite Acquisition Co., a Delaware corporation and wholly-owned subsidiary of
L-1 Identity Solutions and Digimarc Corporation, a Delaware corporation (“Digimarc
Corporation”), are parties to that certain Amended and Restated Agreement
and Plan of Merger, dated as of June 29, 2008 (the “Merger Agreement”),
pursuant to which, among other things, Digimarc Corporation will become a
wholly-owned subsidiary of L-1 Identity Solutions;


 


WHEREAS, as contemplated
by the Merger Agreement, Digimarc Corporation, DMRC and DMRC LLC, a Delaware
limited liability company and wholly-owned subsidiary of Digimarc Corporation (“DMRC
LLC”) are parties to that certain Separation Agreement, dated as of                             ,
2008 (the “Separation Agreement”), in accordance with which, among other
things, Digimarc Corporation is transferring or causing to be transferred to
DMRC LLC or a DMRC Subsidiary (as defined in the Separation Agreement) certain
assets as of the Distribution Date (as defined in the Separation Agreement);


 


WHEREAS, following the
Distribution (as defined in the Separation Agreement), DMRC LLC will merge with
and into DMRC pursuant to the DMRC Merger Agreement (as defined in the
Separation Agreement);


 


WHEREAS, as contemplated
by the Merger Agreement and in connection with the Separation Agreement and the
Restructuring (as defined in the Merger Agreement), the Company desires certain
licenses to the DMRC Patents, the IDMarc Software and the Digimarc Marks (each
as defined below), and DMRC desires to grant such licenses to the Company on
the terms and conditions set forth below; and


 


WHEREAS, as contemplated
by the Merger Agreement and in connection with the Separation Agreement and the
Restructuring, DMRC desires a certain license to the Company Patents (as
defined below), and the Company desires to grant such license to DMRC on the terms
and conditions set forth below.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and in the Merger
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Company and DMRC, the
Company and DMRC agree as follows:


 


1.             DEFINITIONS


 


1.1           “Acceptance
Time” shall have the meaning set forth in the Merger Agreement.


 

















 


1.2           “Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, or is controlled by, or is under common control with, such
Person.  For this purpose, “control”
(including, without limitation, with its correlative meanings, “controlled by,”
and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of management or policies of a
Person, whether through the ownership of securities or partnership or other
ownership interests, by contract or otherwise.


 


1.3           “Company
Patents” means all: (a) U.S. and foreign patents and patent
applications owned by Digimarc Corporation as of the Acceptance Time,
including, without limitation, the patents and patent applications set forth on
Schedule A attached hereto; (b) continuations,
continuations-in-part (but only to the extent of any claims therein that are
entitled to claim priority from any of the foregoing in subclause (a) above),
divisionals, provisionals, substitutes, reissues, re-examinations, extensions
or renewals of any of the foregoing in subclause (a) above, and all patents
issuing from any of the foregoing in this subclause (b); and (c) foreign
patents or patent applications that are entitled to claim priority from any
patent or patent application in subclause (a) above.


 


1.4           “Digimarc
Marks” means the Marks set forth on Schedule B attached hereto and
all applications, registrations, renewals and extensions therefor.


 


1.5           “Digital
Watermarking Field” means digital watermarking, media fingerprinting
(pattern recognition but not including any biometric identifiers), digital
rights management and other media management approaches.


 


1.6           “DMRC
Digital Watermarking Platform” means DMRC’s proprietary digital
watermarking platform.


 


1.7           “DMRC
Patents” means all: (a) U.S. and foreign patents and patent
applications  owned by DMRC as of the
Acceptance Time, including, without limitation, the patents and patent
applications set forth on Schedule E-H attached hereto; (b) continuations,
continuations-in-part (but only to the extent of any claims therein that are
entitled to claim priority from any of the foregoing in subclause (a) above),
divisionals, provisionals, substitutes, reissues, re-examinations, extensions
or renewals of any of the foregoing in subclause (a) above, and all
patents issuing from any of the foregoing in this subclause (b); and (c) foreign
patents or patent applications that are entitled to claim priority from any
patent or patent application in subclause (a) above.


 


1.8           “IDMarc
Software” means (a) the software application product in object code
format set forth on Schedule C attached hereto and documentation related
thereto, as such software application product in object code format and
documentation exist as of the Acceptance Time and (b) all bug fixes and
workarounds to errors in such application product created or developed by or
for DMRC  in connection with the training and
technical assistance to be provided by DMRC to the Company pursuant to Section 2.2(c) below.


 


1.9           “IDMarc
Source Code” means the source code of the IDMarc Software and documentation
related thereto, as such source code and documentation exist as of the
Acceptance 


 


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Time.  For the
avoidance of doubt, IDMarc Source Code does not include the source code of the
DMRC Digital Watermarking Platform.


 


1.10         “Person”
means an individual, a corporation, a limited liability company, a partnership,
an association, a trust or any other entity, including, without limitation, a
governmental authority.


 


1.11         “Prior
Agreements” means the agreements set forth on Schedule D hereto, the
terms and conditions of which were in effect prior to the date of the Merger
Agreement and include a patent license under any of the DMRC Patents within the
Secure ID Field, which agreements Digimarc Corporation entered into prior to
the date of the Merger Agreement and, in accordance with the Separation
Agreement, has assigned to DMRC.  Schedule
D includes, to the extent not precluded by confidentiality obligations to a
third party, the scope of the licenses granted by Digimarc Corporation in each
such agreement with respect to any DMRC Patents, IDMarc Software and/or IDMarc
Source Code and the expiration date of each such license.


 


1.12         “Secure
ID Field” means domestic or international: driver licenses, passports,
national, federal, state or local government identity cards and any other
national, federal, state or local government issued credentials.


 


2.             LICENSE
GRANTS TO THE COMPANY


 


2.1           License
to DMRC Patents.  Subject to the
terms and conditions of this Agreement, DMRC grants to the Company, under the
DMRC Patents, a worldwide, fully paid-up, royalty-free, perpetual, irrevocable
license to make, have made, develop, have developed, use, have used, sell, have
sold, offer to sell, have offered to sell, import, have imported, export, have
exported and otherwise exploit and have exploited any products and services,
and practice and have practiced any method, solely within the Secure ID Field.


 


The
foregoing license granted in this Section 2.1 is exclusive for a period of
five (5) years from the Acceptance Time, except to the extent of, and
during the duration of, any license under any of the DMRC Patents granted by
Digimarc Corporation to a third party under any Prior Agreement, which license
includes the right for such third party to exercise such license within the
Secure ID Field. After such five (5) year period, this license shall
become non-exclusive.


 


The
foregoing license granted in this Section 2.1 is sublicensable on a
standalone basis without DMRC’s prior written consent.


 


2.2           IDMarc
Software.


 


(a)           License.  Subject to the terms and conditions of this
Agreement, DMRC grants to the Company, under DMRC’s rights in the IDMarc
Software, a worldwide, fully paid-up, royalty-free, perpetual, irrevocable
license to:


 


(i)            use,
have used, reproduce, have reproduced, perform, have performed, display, have
displayed and otherwise exploit and have exploited the IDMarc Software in
object code format in the Secure ID Field;


 


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(ii)           use,
have used and reproduce and have reproduced the IDMarc Source Code in
connection with the Company’s exercise of the license granted in the foregoing
clause (i) of this Section 2.2(a) in the Secure ID Field;


 


(iii)          modify and have modified, and create and have
created derivative works of, the IDMarc Source Code in connection with the
Company’s exercise of the license granted in the foregoing clause (i) of
this Section 2.2(a) in the Secure ID Field (“IDMarc Derivative
Works”); and


 


(iv)          use,
have used, reproduce, have reproduced, perform, have performed, display, have
displayed and otherwise exploit and have exploited IDMarc Derivative Works in
the Secure ID Field.


 


The
foregoing license granted in this Section 2.2(a) is exclusive.


 


The
license rights granted in the foregoing subclauses (i) and (iv) in
this Section 2.2(a) are sublicensable through multiple tiers of
sublicensees without DMRC’s consent.


 


The
Company may not grant any sublicenses under the license rights granted in the
foregoing subclauses (ii) or (iii) in this Section 2.2(a) without
DMRC’s prior written consent.


 


(b)           Delivery.  Within ten (10) business days after the
Acceptance Time, DMRC shall deliver to the Company, in a format and manner
mutually agreed upon by both parties in writing, a complete and accurate copy
of (i) the IDMarc Software in object code format (and documentation
therefor) and (ii) the IDMarc Source Code (and documentation therefor).


 


(c)           Training
and Technical Assistance.  DMRC shall
provide to the Company reasonable training and technical assistance sufficient
to enable the Company to use and market the IDMarc Software and IDMarc Source
Code.


 


(d)           Service
Terms and Conditions.  DMRC and the
Company agree that any maintenance and support services by DMRC with respect to
the IDMarc Software, any customization services by DMRC related to the IDMarc
Software, IDMarc Source Code and/or DMRC Digital Watermarking Platform, any
other services by DMRC related to the IDMarc Software, IDMarc Source Code
and/or DMRC Digital Watermarking Platform (other than the training and
technical assistance to be provided by DMRC to the Company pursuant to Section 2.2(c) above),
and any research, development, engineering, quality assurance, preparing,
obtaining and maintaining jointly owned patents, project management, reporting,
and such other services or activities as the parties may mutually agree shall
be provided by DMRC in accordance with this Agreement and the Service Terms and
Conditions attached hereto as Schedule I (“Service Terms and
Conditions”).


 


2.3           License
to Digimarc Marks.  Subject to the
terms and conditions of this Agreement, DMRC grants to the Company under DMRC’s
rights in the Digimarc Marks, a non-exclusive, worldwide, fully paid-up,
royalty-free, irrevocable, non-sublicensable license to use and have used the
Digimarc Marks in the Secure ID Field for a period of one (1) year after
the Acceptance Time (or such longer period of time as the parties may mutually
agree in writing); 


 


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except that  the
Company shall have no obligation to remove, terminate, decommission or
otherwise cease, desist or retract usage of any of the Digimarc Marks that are
associated with any data, documents, hardware, software, products or services
directly or indirectly manufactured, sold, licensed, distributed or otherwise
exploited by Digimarc Corporation or any representative of Digimarc Corporation
prior to the Acceptance Time.


 


Although
the foregoing license in this Section 2.3 is for a period of one (1) year,
the parties agree that such license is a transition license and that the
Company will use good faith efforts to stop using the Digimarc Marks as soon as
reasonably practical after the Acceptance Time.


 


Any
use of the Digimarc Marks by the Company under the license granted in this Section 2.3
will be in substantially the same manner as the use of the Digimarc Marks
immediately prior to the Acceptance Time, unless otherwise agreed by the
Company and DMRC in writing.  The Company
will maintain the quality of the products and services offered under the
Digimarc Marks at least at the level of quality of Digimarc Corporation’s
products and services in the Secure ID Field immediately prior to the
Acceptance Time.


 


Any goodwill arising out of or relating to the Company’s
use of the Digimarc Marks shall inure to the sole benefit of DMRC.  The Company shall execute any documents
reasonably requested by DMRC to evidence DMRC’s ownership of such Digimarc
Marks on DMRC’s request.


 


2.4           Reservation
of Rights by DMRC.  All rights not
expressly granted by DMRC to the Company in this Article 2 or in any
Statement of Work under the Service Terms and Conditions are reserved by
DMRC.  Without limiting the generality of
the foregoing sentence, the Company acknowledges and agrees that nothing in
this Agreement shall be construed or interpreted as a grant, by implication or
otherwise, of any license to the Company other than the licenses set forth in Section 2.1,
Section 2.2(a) and Section 2.3 above and any licenses set forth
in any Statement of Work.


 


3.             LICENSE
GRANT TO DMRC


 


3.1           License
to Company Patents.  Subject to the
terms and conditions of this Agreement, the Company grants to DMRC, under the
Company Patents, a worldwide, fully paid-up, royalty-free, perpetual,
irrevocable license to make, have made, develop, have developed, use, have
used, sell, have sold, offer to sell, have offered to sell, import, have
imported, export, have exported and otherwise exploit and have exploited any
products and services, and practice and have practiced any method, solely
within the Digital Watermarking Field.


 


Subject
to the following paragraph in this Section 3.1, the foregoing license
granted in this Section 3.1 is sublicensable on a standalone basis without
the Company’s prior written consent.


 


During the five (5)-year period immediately following
the Acceptance Time: (a) DMRC shall include in any standalone patent
license agreement pursuant to which DMRC grants any third party a patent
license under any of the DMRC Patents and/or a patent sublicense under any of
the Company Patents specific language to the effect that such license and/or
sublicense, as the case may be, does not grant such third party any express or
implied patent rights in the Secure ID Field; and (b) DMRC’s right to
grant sublicenses on a standalone basis is subject to Section 4.10
(Non-Competition and Non-Solicitation) of the Separation Agreement.


 


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3.2           Reservation
of Rights by the Company.  All rights
not expressly granted by the Company to DMRC in this Article 3 are
reserved by the Company.  Without
limiting the generality of the foregoing sentence, DMRC acknowledges and agrees
that nothing in this Agreement shall be construed or interpreted as a grant, by
implication or otherwise, of any license to DMRC other than the license set
forth in Section 3.1 above.


 


4.             OWNERSHIP


 


4.1           Ownership
by DMRC.  As between the parties,
subject to the licenses granted by DMRC to the Company under Section 2.1, Section 2.2(a) and
Section 2.3 above, DMRC retains and owns all right, title and interest in
and to the DMRC Patents, IDMarc Software, IDMarc Source Code, DMRC Digital
Watermarking Platform and Digimarc Marks.


 


4.2           Ownership
by the Company.  As between the
parties, subject to the license granted by the Company to DMRC under Section 3.1
above, the Company retains and owns all right, title and interest in and to all
(a) Company Patents and (b) IDMarc Derivative Works (subject to DMRC’s
ownership of the underlying original IDMarc Software and IDMarc Source Code as
set forth in Section 4.1 above).


 


5.             PROSECUTION
AND MAINTENANCE; ENFORCEMENT


 


5.1           Prosecution
and Maintenance.


 


(a)           Prosecution
and Maintenance of the DMRC Patents. 
As between the parties, DMRC shall be responsible for filing, prosecuting
and maintaining the DMRC Patents, at its sole expense and discretion.  The parties acknowledge and agree that DMRC
shall not be obligated to prosecute or maintain any patent or patent
application included in the DMRC Patents.


 


(b)           Prosecution
and Maintenance of the Company Patents. 
As between the parties, the Company shall be responsible for filing,
prosecuting and maintaining the Company Patents, at its sole cost and
discretion.  The parties acknowledge and
agree that the Company shall not be obligated to prosecute or maintain any
patent or patent application included in the Company Patents.


 


5.2           Third
Party Infringement; Enforcement. 
Each party shall reasonably promptly notify the other party in writing
of any actual or reasonably suspected infringement of which such party becomes
aware of (a) any DMRC Patent or the IDMarc Software by a third party in
the Secure ID Field or (b) any Company Patent by a third party in the
Digital Watermarking Field.  Nothing in
this Agreement or otherwise shall obligate either party to police the DMRC
Patents, Company Patents or IDMarc Software or otherwise attempt to discover or
investigate any third party infringement thereof.  The parties agree to discuss in good faith
the possible resolution or abatement of any such infringement of any DMRC
Patent or the IDMarc Software in the Secure ID Field or any Company Patent in
the Digital Watermarking Field; provided, however, that (i) DMRC
shall not be obligated to take any action against any third party with respect
to any actual or alleged infringement of any DMRC Patent or the IDMarc
Software, which action, if taken at all, shall be in DMRC’s sole discretion and
(ii) the Company shall not be obligated to take any action against any
third party with respect to any actual or alleged 


 


6

















 


infringement of any Company Patent, which action, if
taken at all, shall be in the Company’s sole discretion.


 


6.             TERM


 


6.1           Term.  This Agreement shall become effective at the
Acceptance Time  and shall continue in full force
and effect in perpetuity, except that:


 


(a)           the
license granted by DMRC in Section 2.1 above with respect to the DMRC
Patents shall terminate upon the expiration of the last-to-expire of the DMRC
Patents;


 


(b)           the
license granted by DMRC in Section 2.3 above with respect to the Digimarc
Marks shall terminate one (1) year (or such longer period of time as the
parties may mutually agree in writing) after the Acceptance Time, except as
otherwise expressly set forth in Section 2.3; and


 


(c)           the
license granted by the Company in Section 3.1 above with respect to the
Company Patents shall terminate upon the expiration of the last-to-expire of
the Company Patents.


 


7.             WARRANTY
DISCLAIMER


 


AS
BETWEEN THE COMPANY AND DMRC, (A) NEITHER THE COMPANY NOR DMRC MAKES ANY
REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE COMPANY PATENTS (IN THE CASE
OF THE COMPANY) OR THE DMRC PATENTS, THE IDMARC SOFTWARE, THE IDMARC SOURCE
CODE, THE DMRC DIGITAL WATERMARKING PLATFORM OR THE DIGIMARC MARKS (IN THE
CASE OF DMRC)), (B) THE COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY PATENTS AND (C) DMRC
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DMRC
PATENTS, THE IDMARC SOFTWARE, THE IDMARC SOURCE CODE, THE DMRC DIGITAL
WATERMARKING PLATFORM OR THE DIGIMARC MARKS.


 


8.             LIMITATION
OF LIABILITY


 


NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
OTHERWISE, IN NO EVENT SHALL THE COMPANY OR DMRC BE LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) CONSEQUENTIAL,
INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR (B) LOST PROFITS OR LOST
BUSINESS, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.


 


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9.             CONFIDENTIALITY


 


9.1           Confidential
Information.  “Confidential
Information” means any confidential or proprietary information of a party,
including, without limitation, know-how, trade secrets, algorithms, source
code, specifications, methods of processing, manufacture and production,
techniques, research, development, inventions (whether or not patentable or
reduced or practice), ideas, concepts, drawings and schematics.  Without limiting the generality of the
foregoing, the parties acknowledge and agree that (a) the unpublished
patent applications included in the DMRC Patents and the IDMarc Source Code are
Confidential Information of DMRC and (b) the unpublished patent
applications included in the Company Patents and the IDMarc Derivative Works
are Confidential Information of the Company.


 


9.2           Confidentiality
Obligations.  Each party (the “Receiving
Party”) that receives or otherwise obtains Confidential Information of the
other party (the “Disclosing Party”) agrees to (a) keep the
Disclosing Party’s Confidential Information confidential and not disclose or
make available any of the Disclosing Party’s Confidential Information to any
third party without the prior written consent of the Disclosing Party (except
in accordance with clause (d) or clause (e) below in this Section 9.2),
(b) use the Disclosing Party’s Confidential Information only as necessary
to perform its obligations and exercise its rights under this Agreement, (c) use
at least the same degree of care in keeping the Disclosing Party’s Confidential
Information confidential as it uses for its own Confidential Information of a
similar nature (but in no event less than a reasonable degree of care), (d) limit
access to the Disclosing Party’s Confidential Information to the Receiving
Party’s Affiliates and authorized sublicensees who have a need to access or
know such Confidential Information for the purpose of exercising such Affiliate’s
or sublicensee’s rights under this Agreement or the applicable sublicenses, as
the case may be, provided that such Affiliate or sublicensee is bound in
writing to confidentiality obligations at least as protective of the
Confidential Information of the Disclosing Party as the confidentiality
provisions of this Agreement, and (e) limit access to the Disclosing Party’s
Confidential Information to its employees and contractors, and cause each of
its Affiliates and sublicensees to limit access to the Receiving Party’s
Confidential Information to its respective employees and contractors, who have
a need to access or know such Confidential Information for the purpose of the
Receiving Party, such Affiliate or such sublicensee to exercise its rights under
this Agreement or the applicable sublicense, as the case may be, provided that
such employees and contractors are bound in writing to confidentiality
obligations at least as protective of the Confidential Information of the
Disclosing Party as the confidentiality provisions of this Agreement.  Except as otherwise expressly provided in
this Agreement, nothing in this Agreement is intended to grant to a party any
rights in or to any Confidential Information of the other party.


 


9.3           Exceptions.  The Receiving Party shall not be obligated
under Section 9.2 above with respect to any information the Receiving
Party can document (a) is or, through no improper action or inaction by
the Receiving Party or any Affiliate, employee, consultant or advisor of the Receiving
Party, becomes generally available and known to the public, (b) was
rightfully in its possession or known by it without any obligation of
confidentiality prior to receipt from the Disclosing Party, (c) was
rightfully disclosed to it without restriction by a third party that, to the
Receiving Party’s knowledge, was authorized to make such disclosure, (d) was
independently developed by the Receiving Party without the use of or reference
to any Confidential Information of the Disclosing Party or (e) is
disclosed by the Disclosing Party to a third party without 


 


8

















 


restriction on such third party’s rights to disclose
or use the same.  Notwithstanding the
foregoing in this Section 9.3, all Confidential Information of Digimarc
Corporation existing prior to the Acceptance Time and transferred by Digimarc
Corporation to DMRC in accordance with the Separation Agreement shall, for the
purpose of this Agreement, be deemed the Confidential Information of DMRC, and the
exceptions in clause (b) and clause (d) in this Section 9.3
above will not be applicable thereto.


 


9.4           Disclosure
Required by Law.  In the event the
Receiving Party is requested or required by law, regulation or judicial process
to disclose any Confidential Information of the Disclosing Party, the Receiving
Party shall provide reasonable advance written notice to the Disclosing Party
of any such request or requirement so that the Disclosing Party may seek
confidential treatment of such Confidential Information prior to its disclosure
(whether through protective orders or otherwise).  If, in the absence of a protective order,
other confidential treatment or waiver under this Agreement, the Receiving
Party is advised by its legal counsel that such Receiving Party is legally
required to disclose such Confidential Information, the Receiving Party may
disclose such Confidential Information without liability under this Agreement,
provided that the Receiving Party exercises commercially reasonable efforts to
obtain reliable assurances that confidential treatment will be accorded any
such Confidential Information prior to its disclosure and discloses only the
minimum amount of such Confidential Information necessary to comply with such
legal requirements.


 


10.          MISCELLANEOUS


 


10.1         Assignment.  Except as set forth in any other Transaction
Agreement (as defined in the Separation Agreement), neither this Agreement nor
any of the rights, interests or obligations under this Agreement will be
assigned, in whole or in part, by operation of Law (as defined in the Merger
Agreement) or otherwise, by either of the parties without the prior written
consent of the other party, except (a) for assignments in connection with
the acquisition of beneficial ownership of fifty percent (50%) or more of the
voting securities of such party, including by way of merger or any other
business combination, or the sale of all or substantially all assets of such
party, and (b) that either party may assign any or all of its rights,
interests or obligations under this Agreement to any one or more of its direct
or indirect wholly owned Subsidiaries (as defined in the Merger Agreement) or
DMRC Subsidiaries (as defined in the Separation Agreement); provided
that no such assignment will relieve the assigning party from any of its
obligations under this Agreement. 
Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by the Company and DMRC and their
respective successors and assigns.


 


10.2         Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, applicable to contracts executed in and to be performed entirely
within that State.


 


10.3         Amendment.  Except as otherwise permitted herein, this
Agreement and its provisions may be amended, supplemented, changed, discharged,
modified or terminated only by a writing signed by both parties hereto.


 


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10.4         Waiver.  No waiver of any provision of this Agreement
shall be effective unless made in writing and signed by both of the parties
hereto.  The waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as
a waiver of any preceding or succeeding breach, and no failure by either party
to exercise any right or privilege hereunder shall be deemed a waiver of such
party’s rights or privileges hereunder or shall be deemed a waiver of such
party’s rights to exercise the same at any subsequent time or times hereunder.


 


10.5         Notices.  All notices, requests and other
communications to a party hereunder shall be in writing and shall be deemed
given if delivered personally, facsimiled (which is confirmed), sent by email
(with a return receipt) or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses:


 


If to
the Company, to:


 


L-1
Identity Solutions Operating Company


c/o
L-1 Identity Solutions, Inc.


177
Broad Street


Stamford,
CT 06901


Attention:
Mark Molina


Facsimile:
(203) 504-1104


E-mail:
mmolina@L1ID.com


 


with
copies (which shall not constitute notice) to:


 


Weil,
Gotshal & Manges LLP


767
Fifth Avenue


New
York, NY 10153


Attention:
Marita A. Makinen


Facsimile:
(212) 310-8007


E-mail:
marita.makinen@weil.com


 


and


 


Weil,
Gotshal & Manges LLP


201
Redwood Shores Parkway


Redwood
Shores, CA 94065


Attention:
Kyle C. Krpata


Facsimile:
(802) 650-3100


E-mail:
kyle.krpata@weil.com


 


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If to DMRC, to:


 


DMRC Corporation


9405 SW Gemini Drive


Beaverton, OR 97008


Attention: Robert Chamness, Secretary and Chief Legal
Officer


Facsimile: (503) 469-4771


E-mail:
Robert.Chamness@Company.com


 


or such other address or facsimile number as either
party may hereafter specify by like notice to the other party hereto.  All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 pm in the place of receipt and such day is a
business day in the place of receipt. 
Otherwise, any such notice, request or communication shall be deemed not
to have been received until the next succeeding business day in the place of
receipt.


 


10.6         Entire
Agreement; Third-Party Beneficiaries. 
This Agreement (including the Schedules hereto and other agreements
referred to herein) (a) constitutes the entire agreement, and supersedes
all other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and (b) except as
expressly set forth in this Agreement, is not intended to and shall not confer
upon any person or entity other than the parties hereto any rights or remedies
hereunder.


 


10.7         Independent
Contractor.  Each party hereto is
acting as, and shall be considered, an independent contractor, and no
relationship of partnership, joint venture, employment, franchise, agency or
similar arrangement is being created pursuant to or by virtue of this
Agreement.


 


10.8         No
Authority to Bind Other Party.  In no
event shall either party have any authority to negotiate or enter into any
contract or commitment for or on behalf of, or in the name of, the other party,
or otherwise possess any authority to bind such other party in matters of
contract, indebtedness or otherwise, without the prior written approval in each
instance of such other party.  Neither
party shall represent itself as having any such authority, express or implied,
from the other party.


 


10.9         Severability.  If any term or other provision of this
Agreement is determined by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced by any rule of law or public
policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. 
Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable
law in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 


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10.10       Remedies Cumulative.  The rights and remedies available under this
Agreement or otherwise available shall be cumulative of all other rights and
remedies and may be exercised successively.


 


10.11       Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


 


10.12       Headings. 
The headings in this Agreement are for convenience of reference only and
shall not affect or be utilized in construing or interpreting this Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first above written.


 


	
   

  	
  L-1 IDENTITY SOLUTIONS

  
	
   

  	
  OPERATING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DMRC CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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