Contract between Tele Atlas and FiRST




 Exhibit 10.6 
  
 Agreement Number: 000 1259 
  
 [Tele Atlas Logo] 
  
 TELE ATLAS NORTH AMERICA, INC. 
 VALUE
ADDED RESELLER AGREEMENT 
  
 This Value Added Reseller
Agreement (“Agreement”) is made between Tele Atlas North America, Inc., a California corporation with its principal place of business at 11 Lafayette Street, Lebanon, New Hampshire 03766 (“TANA”) and FiRST Responder Systems and
Technology Inc., a Delaware corporation with its principal place of business at 8000 GSRI Avenue, Building 3000, Baton Rouge, Louisiana 70820 (“Licensee”) effective as of September 28, 2005 (the “Effective Date”).

  
 BACKGROUND 
  
 A. TANA develops and distributes proprietary geographic databases, software,
dynamic spatial data, and related materials. 
  
 B. Licensee
desires to combine certain TANA products with Licensee’s products and/or services and distribute the combined product and/or service on the terms and conditions of this Agreement. 
  
 AGREEMENT 
  

	1.	DEFINITIONS 

  
 1.1 “Directions” means visual, verbal, and/or textual representation of a Route, itinerary and/or Location(s). 
  
 1.2 “Distributor” means a third party that is authorized by
Licensee to market or resell the Enhanced Offering. 
  
 1.3
“End User” means a third party that is granted the right by Licensee or a Distributor to use the Enhanced Offering for its own internal purposes and not for resale or commercial use. 
  
 1.4 “Enhanced Offering” means the Licensed Products combined with
the products and/or services of Licensee identified on Attachment A and marketed together as a unified product and/or service offering as further described on Attachment A. 
  
 1.5 “Geocode(ing)” means the assigning of a longitude/latitude coordinate to an address in relation to the
Licensed Products by means of interpolation. 
  
 1.6
“Licensed Product(s)” means the TANA spatial map database including location codes and related products identified on Attachment A together with applicable documentation and Updates thereto provided to Licensee by TANA. 
  
 1.7 “Location” means a point such as a longitude/latitude
coordinate used to represent a physical location or the placement of a vehicle, unit etc. within the Enhanced Offering. Location may be described in visual, verbal or textual terms. 
  
 1.8 “Map Display” means a visual rendering of any portion of the Licensed Products which may display lines, points
or polygons that are sourced, in whole or in part, from the Licensed Products. 
  
 1.9 “Route” means the use of the Enhanced Offering to determine a logical means of progression from one Location to another. 
  
 1.10 “Update(s)” means a release of the Licensed Products that incorporates additional or updated data that is
generally commercially distributed to customers of TANA that have elected to receive Updates. Updates do not include new versions of the Licensed Products that contain substantial new features or functionality, or are considered new products.

  


					
	 TANA             
	  	FiRST Responder Systems and Technology, LLC, VAR Agreement, 09/2005, pg. 1	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  


	2.	GRANT OF RIGHTS 

  
 2.1 License to Licensee. Subject to the terms and conditions of this Agreement, TANA grants Licensee a non-exclusive, non-transferable license to:
(a) use and copy the Licensed Products internally for purposes of developing the Enhanced Offering; (b) copy and distribute the Licensed Products solely as part of, or for use in connection with, the Enhanced Offering to End Users.
Licensee may demonstrate the Enhanced Offering without payment of fees to TANA provided that any copies of the Licensed Products used for demonstration purposes remain in the possession and control of Licensee at all times. Licensee shall not
deliver any Licensed Product in its original form to any third party other than a third party performing services on behalf of Licensee and which is under obligation of confidentiality at least as protective of TANA’s rights as the provisions
of this Agreement. Licensee shall make no false or misleading representations with regard to TANA or the Licensed Products or engage in deceptive business practices. Licensee shall not distribute the Licensed Products alone but shall combine the
Licensed Products with substantial added value. In the event that Licensee desires to create additional Enhanced Offerings or license additional Licensed Products Licensee shall notify TANA and the parties may amend Attachment A or execute an
addendum to this Agreement to provide for the terms and conditions that apply to such additional Enhanced Offerings. The Licensed Products may not be used for in-car navigation applications meaning a permanently installed device that provides
real-time guidance and real-time map display to indicate the position of a vehicle, or other real-time information used to support turn-by-turn navigation. If this Agreement includes the municipal boundaries product, currently marketed as
Dynamap®/Municipal Boundaries, as one of the Licensed Products, then Licensee shall not
use the Municipal Boundaries product to create or derive applications which are used for the purpose of tariff or tax rate determination for a particular address or range of addresses. Certain Licensed Products may be subject to additional
conditions and restrictions as set forth on Attachment A. The Licensed Products and any derivatives of the Licensed Products are owned by TANA and its suppliers. All rights not expressly granted in this Agreement are reserved. 
  
 2.2 Distributors. Licensee may exercise its rights in
Section 2.1(b) above through one or more Distributors provided that: (a) such Distributor is authorized to distribute the Enhanced Offering solely to End Users; (b) such Distributor enters into a written agreement with Licensee
(1) incorporating the material terms of this Agreement, including Sections 2.1, 2.2, 2.3, 2.4, 5.3, 6, 7.2, 8, 9.2, 11.3 and all applicable restrictions in Attachment A, which shall apply to the Distributor in the same manner as such
provisions apply to Licensee; and (2) which includes a provision making TANA a direct and intended third party beneficiary of such Distributor Agreement. Licensee shall enforce the restrictions contained in this Agreement at its sole expense
and promptly notify TANA of any violations of such restrictions by End Users or Distributors. 
  
 2.3 End User Agreements. Before delivering or providing access to an Enhanced Offering to an End User, Licensee shall require the End User to accept the terms of an end user license agreement containing the
provisions identified in Attachment B (“EULA”). Such agreement may be obtained by (a) requiring the End User to execute and return to Licensee a EULA, and/or (b) requiring the End User to necessarily first be shown and
then affirmatively agree to a click-wrap EULA by clicking on an onscreen button labeled “I accept” or similar language, and/or (c) if the Enhanced Offering is a product, delivering the Enhanced Offering with a conspicuous copy of a
shrink-wrap EULA. 
  
 2.4 Proprietary Rights Notices.
Licensee shall display the TANA logo and copyright notice on all collateral, advertisements and product packaging referencing the Licensed Products. Licensee shall include the following notice on every copy or in the “about box” of the
Enhanced Offering: 
  
 “© 200_ Tele Atlas North America, Inc. All rights reserved. This material is
proprietary and the subject of copyright protection and other intellectual property rights owned by or licensed to Tele Atlas North America, Inc. The use of this material is subject to the terms of a license agreement. You will be held liable for
any unauthorized copying or disclosure of this material.” 
  
 If the Enhanced
Offering generates either hard copy or electronic maps, the following notice must appear on each map image: 
  
 “©200_ TANA, Inc., Rel. MM/YYYY (the month/year of the Licensed Products release)” 
  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 2	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  


	3.	TRADEMARK USAGE 

  
 3.1 Right to Use. During the term of this Agreement, Licensee will have the right to use the trade name, logo, trademarks, and other marks of TANA
(collectively, the “Marks”) for all proper purposes in connection with the promotion of the Licensed Products and Enhanced Offering and for the performance of Licensee’s duties hereunder. Any good will arising out of the use of such
Marks shall inure to the benefit of TANA. Except as expressly set forth in this Section 4.1, Licensee will have no right, title or interest in the Marks. At no time during or after the term of this Agreement will Licensee challenge or assist
others to challenge the Marks or attempt to register any trade names, trademarks, logos or other marks confusingly similar to the Marks. 
  
 3.2 Approval of Representations. Licensee’s use of the Marks is subject to TANA’s prior written approval. In the event TANA does not
approve of the manner in which the Marks are used, Licensee shall cease using the Marks in that manner upon reasonable notice. If any Marks are to be used in conjunction with another trademark on or in relation to the Enhanced Offering, the Mark
will be presented legibly, and with reasonable prominence. 
  

	4.	SUPPORT AND MAINTENANCE 

  
 During the term of this Agreement, so long as Licensee is not in default, TANA shall provide the following maintenance and support services to Licensee.
Licensee is responsible for providing support directly to its customers of the Enhanced Offering. 
  
 4.1 Updates. TANA shall deliver Updates to Licensee in accordance with the schedule identified in Attachment A.  
  
 4.2 Support. If Licensee promptly gives TANA written notice and
documentation, via a designated email address, of a discovered defect in the Licensed Products sufficient to enable TANA to reproduce the problem, and, thereafter, provides such additional information as TANA may reasonably request, TANA shall:

  

	 	a)	use reasonable diligence to promptly correct major defects; and 

  

	 	b)	correct minor or ordinary defects by the next general commercial release of the Licensed Products. 

  
 TANA shall not be obligated to provide corrections to the Licensed Product(s) in the event that the defects are caused by
Licensee. TANA will provide the foregoing support for each version of the Licensed Products for a period of twelve (12) months from the date of commercial release of such version. 
  

	5.	FEES AND PAYMENT 

  
 5.1 Fees. Licensee shall pay to TANA the fees specified on Attachment A (“Fees”). Fees due to TANA are exclusive of all taxes,
assessments and fees that may be imposed upon the transactions contemplated by this Agreement which shall be the sole responsibility of Licensee, except for taxes imposed by the U.S. government on the net income of TANA. Where such taxes are
required to be paid by TANA, Licensee expressly authorizes TANA to collect and remit such taxes and Licensee will promptly reimburse TANA for such payments, unless Licensee furnishes TANA with a valid exemption certificate in form and content
acceptable to TANA. 
  
 5.2 Reports and Payment. Licensee
shall deliver to TANA, prior to Licensee’s delivery of the Enhanced Offering to the End User, a report in the form of Attachment C providing certain information regarding distribution of the Enhanced Offering, including the amounts due
to TANA. Together with such report, Licensee shall pay all amounts due. All outstanding amounts that are not paid when due shall bear interest at the maximum allowable statutory rate at the time or two percent (2%) per month, whichever is less.
TANA retains the right to withhold shipment of Licensed Products or suspend Licensee’s distribution rights for non-payment of associated fees. 
  
 5.2.1 Outstanding Balance. Licensee currently owes TANA Eleven Thousand Two Hundred Fifty Dollars ($11,250) comprised of the annual minimum royalty
installment payment since the first anniversary date of the Previous Agreements (“Past Due Royalty”). Upon Licensee’s execution of this Agreement, Licensee shall report 

  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 3	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 
the number of licenses of the Enhanced Offering issued since this anniversary date of the Previous Agreements along with all executed copies of these
agreement and shall pay to TANA all the fees due for the total number of licenses issued based on the royalty rate described in Attachment A. Upon the Parties execution of this Agreement, Licensee’s reporting of licenses issued and payment to
TANA of fees due for said licenses, TANA shall credit Licensee the Past Due Royalty. 
  
 5.3 Inspection. Licensee shall maintain at its principal place of business complete and accurate records of Enhanced Offering sales and related Fees due. During the term and for a period of one (1) year
thereafter TANA shall have the right to inspect such Enhanced Offering records no more than once per quarter, during normal business hours and upon reasonable advance notice to verify the accuracy of payments made; and after termination or
expiration of this Agreement, to inspect Licensee’s computer systems, with regard to the Licensed Products to confirm compliance with Section 9.4, Obligations upon Termination. To enable TANA to monitor compliance during the term of this
Agreement, Licensee shall provide TANA with either no-charge access (account and address) for an Enhanced Offering delivered via electronic distribution, or two (2) copies of the Enhanced Offering as marketed to End Users, including all updated
versions. 
  

	6.	CONFIDENTIALITY 

  
 6.1 “Confidential Information” means any business and technical information disclosed by either party to the other party in any form
which is designated as “Confidential,” “Proprietary” or some similar designation or is disclosed under circumstances which indicate its confidential nature or which a party has reason to know is treated as confidential by the
disclosing party. The terms of this Agreement are deemed to be confidential. Confidential Information may also include third party confidential information. Confidential Information shall not include any information which (a) was publicly known
prior to the time of disclosure by the disclosing party; (b) becomes publicly known after disclosure through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure;
(d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information. 
  
 6.2 Non-use and
Nondisclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to perform its obligations or exercise its rights under this Agreement. Each party agrees not to disclose any Confidential
Information of the other party to third parties or to such party’s employees, except to those employees, consultants or advisors of the receiving party who are required to have the information. Licensee acknowledges that the Licensed Products
embody trade secrets and are proprietary to TANA and Licensee will not use the Licensed Products to provide competitive information about TANA or the Licensed Products to third parties. A party may disclose Confidential Information to the extent
required by law. If disclosure is required in a legal proceeding the party required to disclose shall provide the other party with prompt written notice, prior to making such disclosure, so that the other party may seek a protective order or other
appropriate remedy. 
  
 6.3 Maintenance of Confidentiality.
Each party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Each party shall ensure that its employees and independent contractors who have
access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to these provisions. 
  
 6.4 Relief. Each party acknowledges that a breach by it of its obligations under this Section 7 or a breach by Licensee of the license granted
would cause the other party irreparable harm and, in the event of such a breach or threatened breach the other party shall be entitled to injunctive and other appropriate equitable relief without posting bond or proving that damages would not be an
adequate remedy. 
  

	7.	WARRANTY AND DISCLAIMER 

  
 7.1 Warranty. TANA warrants that the media containing the Licensed Products is free from defects in materials and workmanship on date of delivery.
If the media possesses manufacturing defects, TANA will provide Licensee with a replacement copy of the Licensed Products within a commercially reasonable time after notice from Licensee. LICENSEE’S SOLE AND EXCLUSIVE REMEDY AND TANA’S
ENTIRE OBLIGATION UNDER THESE LIMITED WARRANTIES IS TO REPAIR OR REPLACE THE PRODUCTS WITH CONFORMING PRODUCTS SUBJECT TO PROMPT NOTICE FROM LICENSEE OF NON-CONFORMITY AND AT TANA’S 

  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 4	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 
OPTION IF SUCH ALTERNATIVES ARE NOT FEASIBLE, TO TERMINATE THIS AGREEMENT AND REFUND THE APPLICABLE FEES PAID WITH RESPECT TO SUCH NON-CONFORMING PRODUCT.

  
 7.2 DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 7.1
ABOVE, THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND TANA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY TANA OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A
WARRANTY, AND LICENSEE IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT. 
  

	8.	LIMITATIONS OF LIABILITY 

  
 EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A BREACH BY LICENSEE OF THE AGREEMENT, NEITHER PARTY NOR ITS SUPPLIERS SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
  
 EXCEPT WITH
RESPECT TO A VIOLATION OF CONFIDENTIALITY, BREACH BY LICENSEE OF THE AGREEMENT OR A CLAIM FOR WHICH A PARTY IS OBLIGATED TO INDEMNIFY UNDER SECTION 11.6, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR ITS SUPPLIERS ARISING OUT OF THIS
AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO TANA IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. 
  

	9.	TERM AND TERMINATION 

  
 9.1 Term. This Agreement will commence on the Effective Date and continue for a period of one (1) year (the “Initial Term”) unless
terminated earlier as provided in this Agreement. Thereafter, this Agreement shall automatically renew for additional one (1) year periods unless either party notifies the other party in writing at least ninety (90) days prior to
expiration of the then current term of its intent not to renew. 
  
 9.2 Continuation after Expiration. If TANA continues a business relationship with Licensee after termination or non-renewal, such relationship shall not be construed as a renewal or a waiver of termination, but such relationship
shall be “at will,” terminable at any time by either party, and all such transactions shall be governed by the terms of this Agreement except that payments shall be due on a monthly basis. 
  
 9.3 Termination. 
  

	 	a)	For Breach. Either party may terminate this Agreement on written notice in the event of a material breach by the other party that remains uncured for a period of thirty days
from the date of notice to cure, provided that in the event of a breach of the scope of the licenses granted the cure period shall be ten (10) days. 

  

	 	b)	Insolvency. Either party may terminate this Agreement on written notice in the event the other party ceases to do business in the ordinary course, makes a general assignment
for the benefit of creditors or commences or has commenced against it any insolvency or receivership proceedings. 

  
 9.4 Obligations upon Termination. No later than thirty (30) days from termination or expiration of this Agreement Licensee shall:
(a) return to TANA all copies of the Licensed Products in its possession or destroy all such copies; (b) pay to TANA an amount equal to the Fees as set forth in Attachment A for the remainder of the term; (c) furnish to TANA
the names and addresses of all Customers; (d) immediately discontinue all use and sublicensing of the Licensed Products; and (e) provide an affidavit signed by an officer, or other authorized 

  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 5	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 
individual, attesting to the performance of items (a)-(d) and acknowledging the continuing obligations of confidentiality under Section 6.

  
 9.5 Survival. Authorized End User License Agreements
granted prior to the date of termination or expiration shall survive. In addition, Sections 2.3, 2.4, 6, 7, 8, 9.4, 9.5, 11, all title and ownership to the Licensed Products and any derivatives thereof shall remain with TANA, and all payment
obligations incurred prior to termination or expiration shall survive termination or expiration of this Agreement. 
  

	10.	PUBLICITY 

  
 If either party wishes to issue a press release or engage in marketing activities in connection with the activities contemplated in this Agreement, such
releases will be subject to prior review and written approval of the other party, which shall not be unreasonably withheld or delayed. Licensee agrees that TANA may publicly announce and list Licensee as a customer of TANA. 
  

	11.	GENERAL PROVISIONS 

  
 11.1 Independent Contractors. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal
representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. 
  
 11.2 Assignment. Licensee may not assign this Agreement without the prior written consent TANA. Any assignment in
violation of the foregoing sentence will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns 
  
 11.3 No Waiver. No failure or delay by either party in enforcing any
right or remedy under this Agreement shall be construed as a waiver of such right or remedy or of any future exercise of such right or remedy, or of any other right or remedy, by such party. 
  
 11.4 Nonsolicitation. Neither Licensee nor TANA shall seek to engage
the services of, nor offer to pay commissions, compensation or any other form of incentives to, the employees of the other for any purpose whatsoever without the express written consent of such other party. This provision shall expire six
(6) months after the termination or expiration of this Agreement. 
  
 11.5 Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire without reference to conflicts of law principles. All disputes relating to this Agreement shall be settled by arbitration under the rules
of the American Arbitration Association with hearings to be held in Boston Massachusetts. Any award made by the arbitration panel, however constituted, shall be final, binding and conclusive on all parties for all purposes and judgment may be
entered thereon by any state or federal court having jurisdiction. In addition to any settlement in a dispute, the prevailing party shall be entitled to the recovery of its reasonable attorneys’ fees and associated fees and expenses.

  
 11.6 Indemnity. Except with respect to the claims for
defects solely attributable to the Licensed Product(s), Licensee will indemnify TANA from any claims arising out of the development, marketing, sale and use of the Enhanced Offering, provided that TANA promptly notifies Licensee of such claim, gives
Licensee full control over the defense and settlement of such claim and fully cooperates in the defense at Licensee’s expense. 
  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 6	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 11.7 Notices. All notices, demands or consents required or permitted under this Agreement
shall be in writing. Notice shall be considered delivered and effective when (a) personally delivered; (b) two days following transmission if sent by facsimile with confirmation of receipt; (c) one (1) day after posting when sent
by reputable overnight carrier); or (d) five (5) days after posting when sent by certified United States mail, postage prepaid. Notice shall be sent to the parties at the addresses set forth below or at such other address as shall be given
by either party to the other in writing: 
  

			
	If to TANA:	 	If to Licensee:
	Tele Atlas North America, Inc.	 	FiRST Responder Systems and Technology Inc.
	11 Lafayette Street	 	8000 GSRI Ave., Building 3000
	Lebanon, NH 03766-1445	 	Baton Rouge, LA 70820
	Attention: Contracts Dept.	 	Attention: Tom Anderson
	Phone: 603.643.0330	 	Phone: 225-578-0333
	Fax: 603.643.5210	 	Fax: 225-578-7915

  
 11.8 Compliance
with Export Laws. Licensee acknowledges and understands that the Licensed Products may be subject to restrictions on export and agrees to comply with any applicable export laws. 
  
 11.9 Signatures. Facsimile signatures shall be deemed valid as original for all purposes. Digital signatures shall be
deemed valid as original for all purposes provided that such digital signature is capable of verification and is linked to data in such a manner that if the data are changed, the digital signature is invalidated. 
  
 11.10 Counterparts. This Agreement may be executed in any number of
duplicate counterparts, each of which is an original, and all of which together shall constitute one and the same instrument. 
  
 11.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be
changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. 
  
 11.12 Force Majeure. Neither party will be liable for any failure or
delay in its performance under this Agreement, except the making of payments, due to causes which are beyond its reasonable control, including an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage,
failure of suppliers and governmental action. 
  
 11.13 No
Other Terms. The terms and conditions of the Agreements govern all transactions contemplated by this Agreement including all orders by Licensee. Any proposed variation from or addition to these terms and conditions appearing on any purchase
order or other document submitted by Licensee are null and void. 
  
 11.14 Entire Agreement; Amendment. This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties relating to the subject matter of this Agreement and constitutes the sole and entire
agreement of the parties. This Agreement may only be amended in a writing signed by both parties. 
  
 11.15 Termination of Previous Agreements. Licensee and TANA have been conducting business under the Value Added Reseller License VAR-03016-FIRST
dated September 26, 2003 and the General Provisions Agreement GP-03040-FIRST dated September 26, 2003 (together the “Previous Agreements”). Upon execution of this Agreement, the Previous Agreements shall automatically terminate.

  

							
	TANA: Tele Atlas North America, Inc.	 	 	 	 Licensee:
	 	FiRST Responder Systems and Technology Inc.
			
	 /s/ Ilse R. Ramsey
	 	 	 	 /s/ Thomas Anderson

	 [duly authorized]
	 	 	 	 [duly authorized]

			
	 Ilse R. Ramsey
	 	 	 	 Thomas Anderson

			
	 (print or type name)
	 	 	 	 (print or type name)

			
	 Vice President, Finance & Administration
	 	 	 	 COO

	 title
	 	 	 	 title

			
	 10/25/05
	 	 	 	 9/30/05

	 date
	 	 	 	 date


  


					
	 TANA             
	  	FiRST Responder Systems and Technology Inc., VAR Agreement, 09/2005, pg. 7	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 Attachment A to Value Added Reseller Agreement between TANA and FiRST Responder Systems and
Technology Inc. 
  

	1.	Licensed Products: 

  
 The following Licensed Products as delivered to Licensee by TANA on an “order as needed” basis: 
  
 Tele Atlas MultiNetTM USA spatial map data of the United States
(“MultiNetTM USA”), commencing with the most current version, Shapefile format, semi-annual Updates (total of two (2) shipments per year). 
  

	2.	Enhanced Offering: 

  
 The Enhanced Offering is a mapping application currently marketed as RespondWare which includes Licensee’s software and global positioning system
technology. The Enhanced Offering shall be created by Licensee and shall be comprised of (i) static electronic map images including, but not limited to, jpeg, gif, tif, pdf, bit-mapped or raster images; (ii) any Geocoded addresses
displayed as icons on the Map Display; and (iii) Route information between addresses provided to End Users as text Directions and/or highlighted on the Map Display combined with third party business listings marketed by Licensee. 
  

	3.	Fees: 

  
 Licensee shall submit a purchase order for each shipment of Licensed Product for each End User License and Renewal License which it grants. Licensee shall
use the ordered Licensed Product solely for End User listed on the purchase order. Licensee’s purchase order will include: 
  
 End User’s name and address 
 Number of
Users (A User is defined as anyone who has access to the data, even if only for occasional use.) 
 Geographic Coverage 
  
 Royalties 
  
 Licensee shall pay to TANA royalties according to the following schedule:

  
 Seventy Five Dollars ($75) per End User. 
  

	4.	Payment: 

  
 Licensee will provide the report in Attachment C and payment to TANA prior to Licensee delivering the Enhanced Offering to the End User.

  

			
	 Remit Fee Report to:
	  	TANA
	 	  	Via facsimile: 603-643-0317
	 	  	Attn: Accounting
	 	  	OR
	 	  	Email: Royalty_Reports@teleatlas.com
		
	 Remit Payments to:
	  	Tele Atlas North America, Inc.
	 	  	PO Box 3506
	 	  	Boston, MA 02241-3506

  

	5.	Delivery: 

  
 TANA will ship the Licensed Products to Licensee within seven to ten (7-10) business days of TANA’s receipt of the completed purchase order and
payment of Royalties for said purchase order. 
  


					
	 TANA             
	  	FiRST Responder Systems and Technology, LLC, VAR Agreement, 09/2005, pg. 8	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 Attachment B 
 End User license required provisions 
  
 Licensee must include the following terms in its End User license agreement (“EULA”). 
  
 Restrict the license for End User’s internal business or personal use and limit use to conform with the license scope and restrictions granted in the Agreement,
including a provision that the Licensed Products are the confidential information of TANA. 
  
 Expressly prohibit unauthorized copying. 
  
 Prohibit the removal or obscuring of any copyright, trademark notice, or restrictive legend. 
  
 Include a provision whereby TANA is a third party beneficiary of Licensee’s rights under the EULA. 
  
 Include a limitation of liability on behalf of TANA and its suppliers’ of the scope in this VAR agreement. 
  
 Disclaim all warranties of TANA and its suppliers of the same scope as in this VAR agreement.

  
 In the event that any End User is a government entity, include the following:
U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or
transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 227.7202-1
(DOD policy on commercial computer software), FAR 52.227-19 (JUN 1987) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data – commercial items clause); FAR 52.227-14 Alternates I, II,
and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS provisions listed
herein and this License, the construction that provides greater limitations on the Government’s rights shall control. Contractor/manufacturer is Tele Atlas North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643. 0330.
The Licensed Products are ©1984-200_ by Tele Atlas
North America, Inc. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Licensed Products are a trade secret and a proprietary commercial product and not subject to
disclosure. 
  
 Include the following: If End User is an agency, department, or
other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then End User hereby agrees to protect the Licensed Products from public disclosure and to
consider the Licensed Products exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Licensed
Products. In the event that such exemption is challenged under any such laws, this EULA shall be considered breached and any and all right to retain any copies or to use of the Licensed Products shall be terminated and considered immediately null
and void. Any copies of the Licensed Products held by Licensee shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this EULA shall be considered
terminated and null and void, in its entirety, and any and all copies of the Licensed Products shall immediately be destroyed. 
  


					
	 TANA             
	  	FiRST Responder Systems and Technology, LLC, VAR Agreement, 09/2005, pg. 9	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 











 Agreement Number: 000 1259 
  

 ATTACHMENT C 
 FEE REPORT TO TANA 
  

											
	Company Name:	  	FiRST Responder Systems	  	Remit    	  	 	  	Remit	  	 
	 	  	and Technology Inc.	  	 Payment to:
	  	Tele Atlas North America, Inc.	  	 Report to:
	  	Tele Atlas North America, Inc.
	 Contact
 Name:
	  	Tom Anderson	  	 	  	PO Box 3506	  	 	  	Attn: Accounting
	Address:	  	8000 GSRI Ave., Building 3000	  	 	  	Boston, MA 02241-3506	  	 	  	Fax: 603-643-0317
	 	  	Baton Rouge, LA 70820	  	 	  	 	  	 	  	  
 Email:
 Royalty_Reports@teleatlas.com

						
	Telephone Number:	  	225-578-0333	  	phone:	  	(603) 643-0330 ext. 1131	  	 	  	 
	Fax Number:	  	225-578-7915	  	 	  	 	  	 	  	 
						
	REPORTING PERIOD:	  	 	  	 	  	 	  	 	  	 

  

																	
	Invoice
Date

	  	Invoice
Number

	  	 End User

	  	End User’s State

	  	Licensed
Product

	  	Coverage

	  	# of Users

	  	Invoice
Amount

	  	Fees
Due TANA


	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
									
	 	  	 	  	TOTAL	  	 	  	 	  	 	  	 	  	 	  	 
								
	TOTAL DUE TANA:	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

					
			
	  	 	 	 	__________
	Signature, Title	 	 	 	DATE

  
 All information provided on this Fee
Report will held in strictest confidence by TANA and will not be revealed to any outside source without prior approval of the Licensee. 
  


					
	 TANA             
	  	FiRST Responder Systems and Technology, LLC, VAR Agreement, 09/2005, pg. 10	  	Licensee            
	CA-29-m	  	TANA CONFIDENTIAL	  	 










 Agreement Number: 000 1259 
  
 FEE REPORT TO TANA 
  

											
	Company Name:	  	FiRST Responder Systems	  	Remit    	  	 	  	Remit	  	 
	 	  	and Technology Inc.	  	 Payment to:
	  	Tele Atlas North America, Inc.	  	 Report to:
	  	Tele Atlas North America, Inc.
	 Contact
 Name:
	  	Tom Anderson	  	 	  	PO Box 3506	  	 	  	Attn: Accounting
	Address:	  	8000 GSRI Ave., Building 3000	  	 	  	Boston, MA 02241-3506	  	 	  	Fax: 603-643-0317
	 	  	Baton Rouge, LA 70820	  	 	  	 	  	 	  	  
 Email:
 Royalty_Reports@teleatlas.com

						
	Telephone Number:	  	225-578-0333	  	phone:	  	(603) 643-0330 ext. 1131	  	 	  	 
	Fax Number:	  	225-578-7915	  	 	  	 	  	 	  	 
						
	REPORTING PERIOD:	  	September 2004 – September 2006	  	 	  	 	  	 	  	 

  

																			
	Invoice
Date

	  	 Invoice
Number

	  	 End User

	  	End User’s State

	  	Licensed
Product

	  	Coverage

	  	# of Users

	  	Invoice
Amount

	  	Fees
Due TANA


	11/23/04	  	1101	  	Manalapan Township	  	NJ	  	MultiNet	  	11/30/04-11/30/05	  	2	  	$	6,428.00	  	$	150.00
	12/8/04	  	1089/1103	  	Phoenix Hose Company	  	CT	  	MultiNet	  	12/8/04-12/8/05	  	1	  	$	2,250.00	  	$	75.00
	11/12/04	  	1085/1098	  	Montana Air National Guard	  	MT	  	MultiNet	  	1/20/05-1/20/06	  	2	  	$	10,886	  	$	150.00
	1/31/05	  	1119	  	Sterling Vol. Fire Department	  	VA	  	MultiNet	  	1/31/05-1/31/06	  	4	  	$	8,885	  	$	300.00
	8/16/04	  	1073	  	Thibodaux Fire Department	  	LA	  	MultiNet	  	2/3/05-2/3/06	  	1	  	$	3,000	  	$	75.00
	1/31/05
3/15/05	  	 1118
 1128
	  	 Various Pilot Programs
 Croft Fire Department
 Douglasville Fire Department
	  	SC, GA, TX, WI
SC
GA	  	MultiNet
MultiNet
MultiNet	  	Various
8/3/05-8/3/06
8/25/05-8/25/06	  	8
1
2	  	$
$	3735.00
9385.00	  	$
$
$	600.00
75.00
150.00
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 	  	
	

									
	 	  	 	  	TOTAL	  	 	  	 	  	 	  	 	  	 	 	  	 	$1,575.00
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 	  	
	

								
	TOTAL DUE TANA:	  	$1575.00	  	 	  	 	  	 	  	 	  	 	 	  	 	 

  

					
			
	/s/ Jay Roccaforte, CEO	 	 	 	10/17/05
	Signature, Title	 	 	 	DATE

  
 All information provided on this Fee
Report will held in strictest confidence by TANA and will not be revealed to any outside source without prior approval of the Licensee.