Log 92787 (1).pdf

Reference: IDFL-ID2-072126-03 Page 1 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

11951 Freedom Drive, Suite 1800, Reston, VA 20190

July 22, 2026

Nancy Fraser, #5295 Administrative Analyst Jacksonville Sheriff’s Office | Administrative Technology Section 501 E. Bay Street, Jacksonville, FL 32202 Office: 904.630.2363 | Desk: 904.630.6456 Nancy.Fraser@jaxsheriff.org

Reference No. IDFL-ID2-072126-03

IDEMIA is pleased to provide Jacksonville Sheriff’s Office with the following price quote for IDEMIA IDent 2.0.

IDEMIA’s IDent 2.0

Law enforcement officers are in constant need to check a person’s identity quickly and accurately. Out on patrol, officers can use the IDEMIA IDent 2.0 to easily capture and submit fingerprints for search to one or many criminal databases. The IDent 2.0 is an Android based device that includes an intuitive, easy to use fingerprint capture workflow. Compact, convenient and accurate, IDEMIA IDent 2.0 is an advanced hand-held fingerprint device that enables real-time identification based on IDEMIA’s world-class biometric technology.

Figure 1: IDent 2.0 GUI http://www.na.idemia.com/ mailto:Nancy.Fraser@jaxsheriff.org

Reference: IDFL-ID2-072126-03 Page 2 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

IDEMIA IDent 2.0 Features and Benefits

FAP 30, FBI-Certified, Single-Finger Scanner

The IDEMIA IDent 2.0 includes an FBI Certified FAP 30 single-fingerprint scanner. IDent 2.0 makes it easy to capture up to 10 fingers. On screen instructions and visual confirmation of fingerprint images make it easy for operators to capture each fingerprint. The FAP 30 sensor ensures captured fingerprints are of the highest quality and provide the greatest likelihood of resulting in an identification.

Touchscreen and Physical Buttons

The IDEMIA IDent 2.0 combines the benefits of a 3.5-inch touch screen display with the proven reliability of physical buttons.

Operators can complete all major functions, including the capture workflow, by touching an area of the screen or by pressing a physical button. Touch screen buttons and physical buttons are aligned to make it easy to identify the desired action. Advanced features of the

IDent 2.0 device can be accessed through traditional touchscreen actions.

USB and Bluetooth / Mobile Connection

Fingerprints captured by the IDent 2.0 can be transferred to a PC in two different ways. Operators can simply connect the IDent 2.0 device to a

Windows PC via a USB cable or the device can be configured to communicate via Bluetooth. When configured for Bluetooth communication, officers can use the device up to 200 feet from their patrol car, dependent upon certain environmental conditions. When configured for USB transmission, operators simply connect the device to a PC via a USB cable and captured fingerprints will be automatically transferred and submitted for search.

Reference: IDFL-ID2-072126-03 Page 3 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Search Results

The IDEMIA IDent 2.0 works in conjunction with IDEMIA’s Mobile Connection Windows application. Mobile Connection supports communication between the IDent 2.0 device and the agency that is providing search results. Search details are displayed within Mobile Connection and can be customized to an agency’s specifications. Search information including a hit / non-hit indication, mugshot and subject name are transmitted and displayed on the IDent 2.0 device.

Results are easily removed though the IDent 2.0’s intuitive user interface.

Camera

The IDEMIA IDent 2.0 comes equipped with a rear facing camera that makes it easy for an officer to capture a facial image while capturing a subject’s fingerprints. The facial image can be referenced when comparing results within the Mobile Connection application or on the IDent 2.0 device.

No Subscription

IDent 2.0 requires an operator to transmit fingerprint information to the Mobile Connection software via USB or Bluetooth. A reoccurring cellular subscription plan is not required to be able to use the IDent 2.0.

IDent 2.0 Specifications

Dimensions (L x W x H) 156 x 76.5 x 24 mm (6.1 x 2.9 x 0.9 inches) Weight 235 grams (8.2 oz.)

Fingerprint Scanner PIV 071006, FIPS 201, FAP 30, FBI-Certified, Single-Finger Scanner

20.3 x 25.4 mm sensing area (0.8 x 1.0 inches) Display 3.5” TFT display, 640x960, Cap Touch multi touch, Cover Gorilla Glass 3, AR+AF Surface treatment Battery Li-Ion, 6400 mAh, 3.8V nominal Drop test 1.4m (4 ft) Drop Test Testing per MIL-STD-510G sec. 6 Operating conditions 0°C to 50° (32° to 122°F) Storage conditions -10° to 60°C (14° to 140°F)

Mobile Connection Host Application Features

IDent 2.0 configuration and management

Standard NIST file generation and management

Remote identification on central AFIS database

HTTPS Interface with AFIS Server

Receive and display fingerprints from terminal (IDent 2.0)

Create search requests with fingerprints to AFIS

Reference: IDFL-ID2-072126-03 Page 4 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Solution Description and Pricing IDEMIA proposes the equipment and services described in Table 1.

IDent 2.0 Pricing Table 1. Pricing

Description Qty Unit Price

(each) Extended

Price D150-000043

ID-IDENT2.0-W-YR1

ID-IDENT2.0-W-YR2

IDent 2.0 Solution includes:

IDent 2.0 Device Mobile Connection Windows Software USB 2.0 Data Cable IDent 2.0 Quick Start Guide 1 Year Warranty Year 2 & 3 Warranty Included Freight

8 $3,000

$24,000

Current shipping is 30+ days after receipt of order, or as otherwise scheduled.

Extended Warranty Option IDEMIA Extended Warranty options and pricing are detailed in Table below.

Table 2. Extended Warranty Options Pricing

Description Annual Fee Per Device*

Year 1 Extended Warranty Included ID-IDENT2.0-W-YR1 Year 2 Extended Warranty Included ID-IDENT2.0-W-YR2 Year 3 Extended Warranty Included ID-IDENT2.0-W-YR3 Year 4 Extended Warranty $750 ID-IDENT2.0-W-YR4 Year 5 Extended Warranty $750

*At the time of purchase, Annual Fee shown is ‘per year per device’ fee. Should FDLE choose to purchase Extended Warranty coverage with Device, this must equal the total quantity of IDent 2.0 devices being purchased.

Extended Warranty will start immediately following the 1st Year Warranty. Extended Warranty prices shown above are for Year 2 only. Yearly Extended Warranty pricing is subject to increase beginning in Year 3. Please contact the IDEMIA Maintenance Agreement team for pricing details: ContractMaintenance@ps-idemia.com.

Description

Unit Price Each

H160-000126 Black Device Sleeve $50

IDEMIA will include documentation and /or support to facilitate the installation by Jacksonville Sheriff’s Office of the Mobile Connection Software on the Jacksonville Sheriff’s Office-provided workstation.

Customer Responsibilities Jacksonville Sheriff’s Office is responsible for the following:

Remote End-user training.

Ensuring the required inter-agency agreements are in place between itself, Florida Department of Law Enforcement (FDLE) and applicable local, state and government AFIS.

Ensuring workstations provided by Jacksonville Sheriff’s Office can: (1) support at minimum Bluetooth

2.0 or USB 2.0. If USB 2.0, at least 1 available port is required; (2) connect to the Florida State network.

Network connectivity will support HTTPS data protocols to exchange data between Mobile Connection and the FDLE AFIS.

Installing Mobile Connection Application Software on each workstation provided by Jacksonville Sheriff’s Office.

mailto:ContractMaintenance@ps-idemia.com

Reference: IDFL-ID2-072126-03 Page 5 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Pairing each IDent 2.0 with each Jacksonville Sheriff’s Office-provided workstation via Bluetooth or

USB.

Registering the IDent 2.0 with the FDLE RapidID System.

Establishing a virtual environment infrastructure “VMware (VM), Hyper-V” required to support the installation of a VM network appliance to institute routing of mobile transactions to FALCON.

Provide the necessary network connectivity between the Jacksonville Sheriff’s Office LAN and incoming WAN transactions including requisite backend connectivity.

Testing the IDent 2.0 and Mobile Connection Software as per the Quick Start Guide.

Assumptions IDEMIA has designed the IDent 2.0 / Mobile Connection solution to eliminate the need for recurring cellular costs. As such, Pricing does not include network/data provisioning or maintenance and assumes the following:

The Mobile Connection Software can be: (a) installed on the workstation provided by Jacksonville Sheriff’s Office; (b) configured by Jacksonville Sheriff’s Office.

Jacksonville Sheriff’s Office has established a virtual environment infrastructure “VMware (VM), Hyper-V” required to support the installation of a VM network appliance to institute routing of mobile transactions to FALCON.

IDEMIA will provide remote assistance to support the installation of VM network appliance.

The IDent2.0 solution does not support Multi-Factor Authentication (MFA) or Mobile Device Management (MDM), including remote device management capabilities. Such features are outside the scope of this offering and are not provided, implied, or included under this agreement.

The following items are not included in the scope of IDEMIA’s pricing and will be quoted based on current service rates in effect at the time of request: (a) requests for IDEMIA assistance / completion of any agency or governing body required security documentation, surveys or questionnaires; (b) requests for IDEMIA support and potential resolution of issues resulting from agency vulnerability assessments, penetration testing and/or security audits.

Additional engineering efforts by IDEMIA beyond the scope of the standard product will be quoted based on current service rates in effect at the time of the change, plus any related travel or administrative expenses. Assistance with training and questions for the Jacksonville Sheriff’s Office’s database or any programming, scripting, or review of programs beyond work quoted above are excluded from this offer.

Prices exclude any and all state, or local taxes, or other fees or levies. Customer payments are due to IDEMIA within 20 days of the date of the invoice.

Product purchase will be governed by the IDEMIA Agreement, a copy of which is attached for your convenience. No subsequent purchase order can override such terms. Nothing additional shall be binding upon IDEMIA unless a subsequent agreement is signed by both parties. Firm delivery schedules will be provided upon receipt of a purchase order.

IDEMIA reserves the right to substitute hardware of equal value with equal or better capability, based upon market availability. If, however, such equipment is unavailable, IDEMIA will make its best effort to provide a suitable replacement.

Pricing valid through: September 30, 2026

Reference: IDFL-ID2-072126-03 Page 6 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Purchase orders should be sent to IDEMIA by electronic mail or U.S. postal mail to:

IDEMIA

14 Crosby Dr., 2nd Floor Bedford, MA 01730 Email: Daniel.Mordecai@ps-idemia.com

Please direct all questions and order correspondence to:

Daniel Mordecai IDEMIA Inside Sales Email: Daniel.Mordecai@ps-idemia.com

We look forward to working with you.

Sincerely, Christian Henry Sr. Vice President - IDEMIA Identity & Security USA LLC mailto:Daniel.Mordecai@ps-idemia.com mailto:Daniel.Mordecai@ps-idemia.com

Reference: IDFL-ID2-072126-03 Page 7 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

By signing this signature block below, Jacksonville Sheriff’s Office agrees to the terms and pricing stated in this price quote for the products and services as referenced above.

My signature below constitutes the acceptance of this offer and authorizes IDEMIA to ship and provide these products and services.

Signature Authorization for Order:

Signature

Name

Date

Total Purchase Price (including any Options): $_____________________

PLEASE ENTER TOTAL ORDER AMOUNT ON ABOVE LINE

PLEASE PROVIDE A COPY OF CURRENT TAX EXEMPTION CERTIFICATE (if applicable).

Please provide Billing Address:

Billing Contact name

Telephone number ( )

Email

Check if Billing Address is same as Shipping Address:

Please provide Shipping Address (if different from Billing Address):

Technical Contact name

Telephone number ( )

Email

Reference: IDFL-ID2-072126-03 Page 8 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Idemia Identity & Security USA LLC Short Form Sales Agreement

1. Scope. Idemia Identity & Security USA LLC, (“IDEMIA” or “Seller”) having a place of business at 11951 Freedom Drive, Suite 1800, Reston, Virginia 20190 and , (“Customer”), having a place of business at

, enter into this Sales Agreement (“Agreement”), pursuant to which IDEMIA will sell to Customer and Customer will purchase from Seller the equipment, parts, software, or services related to the equipment (e.g., installation) described in Seller’s Proposal or Letter Quote dated __________________. These terms and conditions, together with the Proposal or Quote, comprise the “Agreement.”

Customer may indicate its acceptance of this Agreement by signing below or by issuing a purchase order that refers to either the Proposal/Quote or to a Customer solicitation to which the Proposal/Quote responds. Only these terms and conditions apply to the transaction, notwithstanding any inconsistent or additional terms and conditions contained in the purchase order or Customer solicitation.

2. Price, Payment and Sales Terms. The Contract Price is U.S.

$_________________, excluding applicable sales, use, or similar taxes and freight. Seller will submit invoices to Customer for products when they are shipped and, if applicable, for services when they are performed. Customer will make payments to Seller within twenty (20) days after the invoice date. Unless otherwise stipulated with the Seller when an Order is accepted, the Equipment will be delivered by Seller “FCA” (Free Carrier), with named place being the Seller’s premises where the Goods are being dispatched, (Incoterms 2010). Title to the Equipment will pass to Customer upon payment in full of the Contract Price as outlined above, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer at the agreed named place of delivery in accordance with the Incoterm in the contract. Seller will pack and ship all Equipment in accordance with good commercial practices.

3. Software. If this transaction involves software, any software owned by Seller (“IDEMIA Software”) is licensed to Customer solely in accordance with Seller’s Software License Agreement (“SLA”), which is attached as Exhibit A and incorporated herein by this reference. Any software owned by a third party (“Non-IDEMIA Software”) is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner unless the owner has granted to Seller the right to sublicense its software pursuant to the SLA, in which case the SLA applies and the owner will have all rights and protections under the SLA as the Licensor. Seller makes no representations or warranties of any kind regarding Non-IDEMIA Software.

4. Express Limited Warranty and Warranty Disclaimer. IDEMIA Software is warranted in accordance with the SLA.

5. Delays and Disputes. Neither party will be liable for its non-performance or delayed performance if caused by an event, circumstance, or act of a third party that is beyond a party’s reasonable control (a “Force Majeure”). Each party will notify the other if it becomes aware of a Force Majeure that will significantly delay performance. The parties will try to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through good faith negotiations. If necessary, the parties will escalate the dispute to their appropriate higher-level managers. If negotiations fail, the parties will jointly select a mediator to mediate the dispute and will share equally the mediation costs.

Neither party will assert a breach of this Agreement without first giving the other party written notice and a thirty (30) day period to cure the alleged breach.

6. LIMITATION OF LIABILITY. Except for personal injury or death, Seller's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the purchase price of the products or services for which losses or damages are claimed. SELLER WILL NOT BE LIABLE

FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,

TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS;

OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR

CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR

ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE

PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER

PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one year after the accrual of the cause of action. This limitation of liability survives the expiration or termination of this Agreement.

7. Confidential Information and Preservation of Proprietary Rights.

The SLA governs software confidentiality. As to any other information marked “Confidential” and provided by one party to the other, the receiving party will maintain the confidentiality of the information and not disclose it to any third party; take necessary and appropriate precautions to protect the information; and use the information only to further the performance of this Agreement. Confidential information is and will remain the property of the disclosing party, and no grant of proprietary rights in the confidential information is given or intended.

Seller, any copyright owner of Non-IDEMIA Software, and any third party manufacturer own and retain all of their proprietary rights in the equipment, parts and software, and nothing herein is intended to restrict their proprietary rights. Except as explicitly provided in the SLA, this Agreement does not grant any right, title or interest in Seller’s proprietary rights, or a license under any Seller patent or patent application.

8. Miscellaneous: Each party will comply with all applicable laws, regulations and rules concerning the performance of this Agreement or use of the products to the extent they do not conflict with the laws of the United States. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the products are installed to the extent they do not conflict with the laws of the United States. This Agreement constitutes the entire agreement of the parties regarding this transaction, supersedes all previous agreements and proposals relating to this subject matter, and may be amended only by a written instrument executed by both parties. Seller is not making, and Customer is not relying upon, any representation or warranty except those expressed herein. There are no certifications or commitments binding Seller applicable to this transaction unless they are in writing and signed by an authorized signatory of Seller.

Idemia Identity & Security USA LLC (“SELLER”):

Signed

Name

Title

Date

NAME (“CUSTOMER”)

Signed

Name

Title

Date

Reference: IDFL-ID2-072126-03 Page 9 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

EXHIBIT A – SOFTWARE LICENSE AGREEMENT

In this Exhibit A, the term “Licensor” means Idemia Identity & Security USA LLC, (“IDEMIA”); “Licensee,” means the Customer; “Primary Agreement” means the agreement to which this exhibit is attached (IDEMIA Short Form Sales Agreement); and “Agreement” means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The parties agree as follows:

For good and valuable consideration, the parties agree as follows:

SECTION 1. DEFINITIONS

1.1 “Designated Products” means products provided by IDEMIA to Licensee with which or for which the Software and Documentation is licensed for use.

1.2 “Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).

1.3 “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution.

1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed.

1.5 “Primary Agreement” means the agreement to which this exhibit is attached (IDEMIA Short Form Sales Agreement).

1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.

1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by IDEMIA; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.

SECTION 2. SCOPE

IDEMIA and Licensee enter into this Agreement in connection with IDEMIA's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license IDEMIA is providing to Licensee, and Licensee’s use of the Software and Documentation.

SECTION 3. GRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the

payment of applicable license fees, IDEMIA grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under IDEMIA’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code.

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, IDEMIA will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement;

(ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable).

SECTION 4. LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation.

Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of IDEMIA's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.

4.3. Unless otherwise authorized by IDEMIA in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto another device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to IDEMIA of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device.

Licensee must provide prompt written notice to IDEMIA at the time temporary transfer is discontinued.

SECTION 5. OWNERSHIP AND TITLE

IDEMIA, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by IDEMIA or another party, or any improvements that result from IDEMIA’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by IDEMIA in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in IDEMIA, and Licensee will not have any shared development or other intellectual property rights.

SECTION 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. If Licensee is not in breach of any of its obligations under this Agreement, IDEMIA warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by IDEMIA solely with reference to the Documentation. IDEMIA does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements.

IDEMIA makes no representations or warranties with respect to any third party software included in the Software.

6.2 IDEMIA’s sole obligation to Licensee and Licensee’s

exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security

Reference: IDFL-ID2-072126-03 Page 10 of 10

Idemia Identity & Security USA LLC ● 11951 Freedom Drive, Suite 1800, Reston, VA 20190 ● www.na.idemia.com

Vulnerabilities. If IDEMIA cannot correct the defect within a reasonable time, then at IDEMIA’s option, IDEMIA will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are

in lieu of, and IDEMIA disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not IDEMIA knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, IDEMIA disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.

SECTION 7. TRANSFERS

Licensee will not transfer the Software or Documentation to any third party without IDEMIA's prior written consent. IDEMIA’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement.

SECTION 8. TERM AND TERMINATION

8.1 Licensee’s right to use the Software and Documentation

will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by IDEMIA, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by

IDEMIA.

8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to IDEMIA that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to IDEMIA or destroyed by Licensee and are no longer in use by Licensee.

8.3 Licensee acknowledges that IDEMIA made a considerable

investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to IDEMIA for which monetary damages would be inadequate. If Licensee breaches this Agreement, IDEMIA may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).

SECTION 9.UNITED STATES GOVERNMENT LICENSING

PROVISIONS & RESTRICTED RIGHTS LEGEND

This Section applies if Licensee is the United States Government or a United States Government agency. Licensee’s use, duplication or disclosure of the Software and Documentation under IDEMIA’s copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software- Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee’s use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable.

The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction.

SECTION 10. CONFIDENTIALITY

Licensee acknowledges that the Software and Documentation contain IDEMIA’s valuable proprietary and Confidential Information and are IDEMIA’s trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply.

SECTION 11. GENERAL

11.1. COPYRIGHT NOTICES. The existence of a copyright

notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.

11.2. COMPLIANCE WITH LAWS. Licensee acknowledges that

the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of IDEMIA and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval.

Violation of this provision is a material breach of this Agreement.

11.3. GOVERNING LAW. This Agreement is governed by the

laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, to the extent they do not conflict with the laws of the United States, or the internal substantive laws of the State of Delaware if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

11.4. THIRD PARTY BENEFICIARIES. This Agreement is

entered into solely for the benefit of IDEMIA and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

11.5. PREVAILING PARTY. In the event of any dispute arising

out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys' fees and court costs incurred in arbitrating, litigating, or otherwise settling or resolving such dispute.

11.6 SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, and 11 survive the termination of this Agreement.