ex10-1.htm


    
      

    


    Exhibit
      10.1

     

    PRODUCT
      LICENSE AGREEMENT AND ENGINEERING SERVICES AGREEMENT

    


    1.  Parties:  This
      Agreement is between Sequiam Biometrics, Inc., a Florida corporation with its
      principal place of business at 300 Sunport Lane, Orlando, FL 32809 ("Sequiam")
      and Tacoma Technology Inc., A Taiwanese corporation with its principal place
      of
      business at 104 3F-7, No.171 Chang-An East Road, Sec. 2, Taipei, Taiwan, R.O.C.
      (“Tacoma").

    


    2.  Term:  This
      Agreement shall take effect November 1, 2007 and remain in effect through
      October 31, 2008. At the sole option of Sequiam this Agreement may be extended
      under the same terms and conditions for additional 1-year periods upon 30 days
      written notice. This Agreement may be further extended or modified upon mutual
      agreement between the parties.

    


    3.  Agreements

    


    A.  License
      Agreement:  Sequiam hereby agrees to license from Tacoma exclusive
      rights in all Tacoma Intellectual Properties including all patents and
      trademarks (the “IP”), which Tacoma either owns or controls. This license shall
      be an exclusive world-wide license. A list of current products to which Sequiam
      currently has the rights under the terms of this Agreement is attached as
      "Exhibit A." Additional works owned or controlled by Tacoma shall be licensed
      to
      Sequiam under the terms of this master license Agreement by executing individual
      "Intellectual Property License Orders" ("IP Orders") in the form of "Exhibit
      B."
      Specific IP Orders shall be signed and dated by the licensor of the intellectual
      property (Tacoma) and by the licensee (Sequiam) in order to be effective. The
      term of each IP Order shall be for the remainder of the term of this Agreement
      unless otherwise specified in writing.

    


    B.  Services
      Agreement:  Tacoma hereby agrees to provide software programming
      and engineering services to Sequiam.  Tacoma agrees to provide
      continuous product support to Sequiam on a monthly basis for all existing
      products and all derivatives and variations thereof. In addition, Tacoma agrees
      to provide continuous product development support to Sequiam on a monthly basis
      for new products to the extent that Tacoma’s existing staff and resources are
      available on a full time basis.  To the extent that outside services
      are necessary to supplement Tacoma services in order to support new product
      development requirements, Sequiam and Tacoma will agree, on a project-by-project
      basis, to outsource such services as needed.  Upon approval, Sequiam
      will reimburse Tacoma or pay the service provider directly.

    


    4.  Earned
      Fees and Royalties:  Sequiam shall pay to Tacoma, a fixed fee of
      $7,500.00 per month and royalty of $0.50 per unit of product manufactured and
      sold by Sequiam that includes the use of the Tacoma Matching Algorithm and
      related software. No royalty shall be payable on copies furnished for review
      and
      testing, returned products, destroyed products, products given away free for
      publicity, promotional purposes, or to introduce additional sales. Royalties
      shall be paid quarterly on the 15th day of
      the month
      following each calendar quarter.

    


    5.  Marketing
      and Promotion:  Sequiam shall have the right to promote and
      advertise Products as it deems appropriate.

    


    6.  Tacoma's
      Warranty:  Tacoma represents and warrants to Sequiam that the work
      is original and that Tacoma is the sole author and proprietor thereof, and
      has
      full power to enter into this Agreement. Tacoma agrees to indemnify and hold
      harmless Sequiam against any damage or judgment, including court costs and
      attorneys' fees, which may be sustained or recovered against Sequiam by reason
      of the sale of any of the Products subject to this Agreement or arising from
      anything contained therein. Tacoma also agrees to reimburse Sequiam for all
      expenses, including court costs, attorneys' fees, and amounts paid in
      settlement, sustained by Sequiam in resisting any claim, demand, suit, action
      or
      proceeding asserted or instituted against Sequiam as a result of the sale of
      any
      Product or by reason of anything contained therein.

    


    7.  Rights
      to Use Trademarks:  Tacoma hereby consent to the use of Tacoma's
      name, identity, trademarks and trade symbols, for the purposes of fulfilling
      this Agreement and in connection with the promotion, advertising, distribution,
      financing, marketing and production of the Products or derivatives therefrom,
      and for general organizational promotional purposes.

    


    8.
      Examination of Books:  Sequiam shall make available to Tacoma,
      within 30 days written notice, at its headquarters, the financial books related
      to payment of royalties hereunder.

    


    9.  Derivative
      Work:  Sequiam reserves the exclusive right to use derivations of
      any Products licensed herein. The same terms and conditions as set forth herein
      shall apply to each such Products. Sequiam shall have exclusive rights to create
      derivative Products. Sequiam shall have sole ownership for any such derivative
      works created by Sequiam. Tacoma acknowledges that Sequiam is in the biometric
      and identity management business and will continue to market products similar
      to
      those licensed herein.

    


    10.  Promotional
      Materials:  Sequiam shall own any and all promotional materials
      created by Sequiam to sell the Products including brand names, packaging design,
      and marketing materials. Upon termination of the Agreement, all rights of
      ownership of said promotional materials shall remain with Sequiam. All IP owned
      by Tacoma included in the Products shall remain the property of
      Tacoma.

    


    11.  Infringement
      of Patents:  If during the existence of this Agreement the patents
      shall be infringed or a claim for unfair competition shall arise from the
      unauthorized use of the Products or any part thereof, and if the parties proceed
      jointly, the expenses and recoveries, if any, shall be shares equally, and
      if
      they do not proceed jointly, either party shall have the right to prosecute
      such
      action, and such party shall bear the expenses thereof, and any recoveries
      shall
      belong to such party. If such party shall not hold the record title of the
      Patents, the other party hereby consents that the action be brought in its
      or
      his name. Sequiam shall not be liable to Tacoma for failure to take such legal
      steps.

    


    12.  Disputes:  Any
      dispute between the parties arising out of this Agreement which cannot be
      amicably settled shall be referred to arbitration upon written notice by either
      party to the other. The arbitration shall be governed by the laws of the State
      of Florida. Said arbitration is to be held in Orlando, Florida. Any award
      rendered in arbitration shall be binding and conclusive upon the parties and
      shall not be subject to appeals or retrying by the court.

    


    13.
      Attorney Fees:  In the event this Agreement is placed in the
      hands of an attorney due to a default in the payment or performance of any
      of
      its terms, the defaulting party shall pay, immediately upon demand, the other
      party's reasonable attorney fees, collection costs, costs of either litigation,
      mediation, or arbitration (whichever is appropriate), whether or not a suit
      or
      action is filed, and any other fees or expenses reasonably incurred by the
      none-defaulting party.

    


    14.
      Jurisdiction:  This Agreement shall be governed by the laws of
      Florida.

    


    15.
      Final Agreement:  This Agreement is the entire, final and
      complete agreement of the parties and supersedes all written and oral agreements
      heretofore made or existing by and between the parties or their
      representatives.

    


    IN
      WITNESS WHEREOF the parties hereto have executed and duly witnessed this
      Agreement as of the day and year written below.

    


    TACOMA
      TECHOLOGIES, INC.

    


    By:
      __________________________

    Joseph
      Lee, President

    Dated:

    


    SEQUIAM
      BIOMETRICS, INC.

    


    By:
      __________________________

    Mark
      L.
      Mroczkowski, Executive Vice President and CFO

    Dated:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    A
      list of
      current products to which Tacoma currently owns or has the rights to and is
      licensing to Sequiam:

    


    CanSecu3.24
      Source Code

    CanSecu4U:
      Version 1, AES3500 Source Code

    CanSecu4u:
      Mitusmi A1-2, A2 Sensor APPLICATIONS

    CMOS
      I
      (Patented): Optical USB/Optical DSP Finger Print Sensor

    CMOS
      II
      (Patented): Optical USB Finger Print Sensor

    Biometric
      Algorithm: Trial Matching Method Finger Print Algorithm

    Software
      Developer Kit: Windows, Active X, OCX, WinCE Mobile 5.0 Source
      Codes

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    


    LICENSE
      ORDER

    


    


    EFFECTIVE
      DATE:

    EXECUTION
      DATE:

    LICENSOR:

    


    LICENSEE:

    ENDING
      DATE:

    


    PRODUCTS:

    PUBLICATIONS,
      VIDEO & AUDIO TAPES:

    


    


    


    


    


    


    TACOMA
      TECNOLOGIES, INC.

    


    By:

       ----------------------------

    Name:

    Title:

    


    SEQUIAM
      BIOMETICS, INC.

    


    By:

       ----------------------------

    Name:

    Title: