Marketing And Development Agreement

EXHIBIT 10.67


MARKETING AND DEVELOPMENT AGREEMENT


between


INTEGRATED SECURITY SYSTEMS, INC. and
INNOVATIVE SECURITY TECHNOLOGIES, INC.


and


I.S.T. PARTNERS, LTD.


September 1, 1996 2
TABLE OF CONTENTS


SECTION 1 1 - -------------------------------------------------------------------------
DEFINITIONS 1
SECTION 2 3 - -------------------------------------------------------------------------

OWNER'S OBLIGATIONS 3
2.1 Initial Deliveries. 3
2.2 Enhancements. 3
2.3 Provide Basic Infrastructure. 3
2.4 Royalties. 3
SECTION 3 3 - -------------------------------------------------------------------------

SALES REPRESENTATIVE'S OBLIGATIONS 3
3.1 Evaluation and Testing. 3
3.2 Development of Code. 3
3.3 Marketing and Sales. 3
3.4 Royalties. 4
SECTION 4 4 - -------------------------------------------------------------------------

GRANT OF EXCLUSIVE WORLDWIDE SALES AND MARKETING RIGHTS 4
SECTION 5 4 - -------------------------------------------------------------------------

ROYALTIES AND PAYMENT 4
5.1 Advance Royalties. 4
5.2 Ongoing Royalties. 4
5.3 Audit of Owner. 5
5.4 Audit of Sales Representative. 5
SECTION 6 5 - -------------------------------------------------------------------------

AVAILABILITY OF ENHANCEMENTS 5
SECTION 7 5 - -------------------------------------------------------------------------

LIMITED WARRANTY AND LIMITATIONS OF LIABILITY 5
7.1 Ownership and Authority. 5
7.2 Conformity to Specifications. 5 3 SECTION 8 6 - ------------------------------------------------------------------------


OWNERSHIP AND RIGHTS 6
8.1 Ownership of Code by Owner. 6
8.2 Vesting of Rights. 6
8.3 Patent License. 6
SECTION 9 6 - ------------------------------------------------------------------------

INVENTIONS 6
9.1 Inventions Defined. 6
9.2 Assignment of Inventions. 6
SECTION 10 7 - ------------------------------------------------------------------------

MARKING OF PRODUCTS 7
SECTION 11 7 - ------------------------------------------------------------------------

TERM OF AGREEMENT 7
SECTION 12 7 - ------------------------------------------------------------------------

INDEMNIFICATION 7
12.1 Owner Indemnification. 7
12.2 Project Indemnification. 7
12.3 General Partner Indemnification. 8
12.4 Conditions. 8
SECTION 13 8 - ------------------------------------------------------------------------

MISCELLANEOUS 8
13.1 No Assertion of Rights. 8
13.2 Independent Contractor Status. 8
13.3 No Conflict of Interest. 8
13.4 Compliance with Law. 8
13.5 No Assignment. 9
13.6 Notices. 9
13.7 Governing Laws. 9
13.8 No Waiver. 9
13.9 Force Majeure. 9
13.10 Scope of Agreement; Amendment. 9 4
THIS MARKETING AND DEVELOPMENT AGREEMENT (this "Agreement") is effective as of the 1st day of September 1996, by and between Integrated Security Systems, Inc. and its wholly-owned subsidiary, Innovative Security Technologies, Inc. (hereinafter collectively referred to as "Owner"), having an address for purposes of this Agreement at 8200 Springwood Drive, Suite 230, Irving, Texas, and I.S.T. Partners, Ltd. (hereinafter referred to as "Sales Representative") having an address for purposes of this Agreement at 2525 McKinney Avenue, Suite B, Dallas, Texas.


WITNESSETH:


WHEREAS, Owner is the owner of all U.S. copyrights and other proprietary rights in certain computer programs and related documentation that are the subject of this Agreement (hereinafter defined as the "Code");


WHEREAS, Owner desires to grant Sales Representative the exclusive worldwide right to market and license the Code, and Sales Representative desires to enhance and supplement the Code in order to more effectively market the Code; and


WHEREAS, each party hereto represents that it is ready, willing and able to undertake the responsibilities and obligations set forth in this Agreement and that it possesses the rights, resources and capabilities to perform its responsibilities under this Agreement;


NOW, THEREFORE, in consideration of the premises, and of the obligations herein made and undertaken, the parties hereto do hereby covenant and agree as follows:


Section 1


DEFINITIONS


For the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective capitalized terms:


1.1 "AUTHORIZED END-USER COPY."


A copy of a Product that may be used by customers of Sales Representative under the Owner License. Backup copies for use only in the event of loss or destruction of an Authorized End-User Copy are not counted as Authorized End-User Copies.


1.2 "CODE."


Computer programming code, including source code (i.e., human-readable) and object code (i.e., machine- readable) and associated procedural code, commonly referred to as the Intelli-Site(R) system.


1 5 1.3 "DERIVATIVE WORK."


A work that is based upon one or more pre-existing works, such as a revision, modificatio ...