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EXHIBIT 10.15
SCANSOFT GOLD DISK AGREEMENT
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
This Agreement is between XEROX CORPORATION, with offices located at 000 Xxxxx
Xxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000 ("Xerox") and SCANSOFT, INC., with offices
located at 0 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 ("ScanSoft") as agreed in
writing to be bound by the terms and conditions hereof.
1.0 DEFINITIONS
1.1 "Software" means the ScanSoft-brand software product(s) listed in
Attachment I hereto and those whose specifications are detailed in
Attachment IV hereto, together with Documentation (defined below)
related thereto.
1.2 "Xerox Affiliates" means Xerox Corporation, its Subsidiaries (defined
below) and Affiliates (defined below), and their respective
Subsidiaries and Affiliates.
1.3 "Subsidiaries" means any company as to which another company (i) owns
or controls directly or indirectly more than fifty percent (50%) (by
nominal number of units) of the outstanding stock or of the outstanding
stock conferring the right to vote at general meetings, or (ii) has the
right to elect the majority of the Board of Directors thereof or its
equivalent, or (iii) has the right directly or indirectly to appoint or
remove the management. "Affiliates" means any company or other business
entity in which at least twenty percent (20%) interest is owned or
controlled directly or indirectly by Xerox or by a Subsidiary of Xerox.
1.4 "Xerox Products" shall mean products described in Attachment II.
1.5 "Documentation" shall mean all written text including but not limited
to manuals, brochures, specifications and software descriptions and all
sales documentation and service documentation, and related materials
customarily needed for use with Software, including all Update
Software. Such documentation shall be made available in printed and
camera ready forms if such forms are or become available to ScanSoft.
1.6 "Upgrade" shall mean a software release by ScanSoft which both (i) is
designated by ScanSoft as a version change, for example TextBridge Pro
8.x to TextBridge Pro 9.x or higher, from current versions as are
referenced in Attachment I hereto, or as such versions may be
subsequently renamed to a convention which does not utilize X.X
nomenclature and (ii) contains substantially new functionality compared
to prior releases or is written in a different programming language.
1.7 "Update" shall mean a software release by ScanSoft relating to Software
that is not an Upgrade.
2.0 ADDITIONAL RESPONSIBILITIES OF THE PARTIES
2.1 GOLD DISK. ScanSoft agrees to license Software pursuant to the terms of
Section 6.0 below and to provide to Xerox a master copy of the
Software, including Documentation on disk (the "Gold Disk"). Pursuant
to the terms of Section 6.0 below, Xerox may elect, at its sole option,
to distribute and sublicense such Software for use with Xerox Products.
Xerox shall not distribute the Software other than for use with Xerox
Products.
2.2 END USER/SCANSOFT AGREEMENTS. In the event that an end user requires
additional licenses, other than as described in Attachment I, the end
user shall seek such licenses directly from ScanSoft. Xerox need not be
a party to such additional licenses and shall have no liability or
responsibility therefor. Xerox shall have no liability if end users
exceed the configurations and seats they have purchased. ScanSoft shall
provide the server licenses as shown in Attachment I at [**]. If Xerox
desires to distribute additional configurations other than those
described in Attachment I, or additional licenses, the parties agree to
negotiate an amendment to this Agreement in good faith.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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2.3 MARKETING. The ScanSoft Software logo, provided to Xerox upon signing
of this Agreement in both electronic and camera ready form, may at
Xerox' option, be displayed in all advertising, product literature, and
in a conspicuous location on the Xerox packaging. ScanSoft will provide
the artwork for the logo.
Xerox shall provide ScanSoft, at no charge, one (1) unit each of the
launch configuration of Xerox Product software to be used solely for
support training, QA testing and promotional activities.
2.4 COOPERATIVE MARKETING. ScanSoft and Xerox will honor the other's
reasonable requests for consultations and visits to each other's
facilities and trade shows for purposes of cooperatively marketing each
party's products
2.5 RELATIONSHIP MANAGER. ScanSoft and Xerox shall each appoint a manager
to oversee the parties' relationship relative to the Software. These
managers will be responsible for resolving issues that may from time to
time arise, will meet at least twice per calendar year, and will be
responsible for planning and developing a marketing program plan to
facilitate the promotion of both parties' scan related solutions.
2.6 DELIVERY OF XEROX DEVICE. Xerox shall deliver one (1) Document Center
265ST multifunctional device at no cost to ScanSoft. ScanSoft agrees to
utilize the subject device for the sole purpose of developing and
testing the Software in furtherance of this Agreement. ScanSoft shall
purchase, at its own cost and expense, all supplies and related
materials required for the operation of this DC 265ST, and shall
operate the same in accordance with its specifications, and use
supplies approved for such deliverable. Title to the DC 265ST shall
remain with Xerox at all times, but risk of loss for the same shall be,
while the DC 265ST is in the possession or control of ScanSoft, on
ScanSoft. ScanSoft shall return the DC 265ST to Xerox upon termination
or expiration of this Agreement in the same condition as when delivered
to ScanSoft, normal wear and tear excepted. Xerox agrees to provide
ongoing repair and maintenance, to be applicable only for normal wear
and tear activity, and to provide ongoing software updates for subject
device at no cost to ScanSoft as of the Effective date of this
Agreement through December 31, 1999. As of January 1, 2000, ScanSoft
agrees to purchase a full service maintenance agreement (FSMA) from
Xerox for the subject device and further agrees to ensure the FSMA is
active throughout the term of this Agreement.
3.0 ROYALTIES
3.1 The Software shall be licensed for the royalty fees as set forth in
Attachment I hereto. Xerox shall within [**] following each calendar
quarter, submit to ScanSoft a statement showing the royalties owed for
the Software. Calculation of the royalties shall be based on [**] of
Xerox Products as further described in Attachment I. Payment of
royalties due shall be made within the same [**] day period. Xerox may
copy the Software for Xerox' and Xerox Affiliates' internal use,
demonstration, and promotion purposes without paying a royalty.
4.0 SUPPORT AND DOCUMENTATION
4.1 ScanSoft will provide Second and Third Level Support for the Software
to Xerox for a period of [**] from the Effective Date of this
Agreement, as it may be reasonably requested by Xerox, to fulfill its
obligations to its resellers and end users. The details of technical
support responsibilities of ScanSoft and Xerox are listed in Attachment
III.
4.2 If a customer problem is determined to be caused solely by a defect in
media, Xerox shall issue a replacement media to a customer and Xerox
agrees to pay for all associated costs incurred by such replacement
except that no additional royalty is required.
4.3 Documentation and Sales Literature: ScanSoft shall furnish to Xerox, on
an ongoing basis during the term hereof, [**], fully translated end
user Documentation and such materials as Xerox may reasonably request
for use by Xerox to prepare Documentation, brochures and other product
literature, including, but not limited to, operators and maintenance
manuals, catalogs, specification sheets, and other data necessary or
appropriate for distribution by Xerox.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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4.4 As more specifically set forth in Attachment III, Paragraph 9, ScanSoft
shall provide to Xerox, [**], one (1) technical training course with
respect to the servicing and support of Software at a location
designated by Xerox. The course will be provided in accordance with a
schedule acceptable to Xerox. ScanSoft shall provide Xerox one copy of
such training materials, which it may copy and distribute for purposes
of training other employees or authorized agents, resellers and
concessionaires of Xerox and Xerox Affiliates. ScanSoft shall support
Xerox with subject matter experts to facilitate Xerox' conducting a
minimum of two (2) additional technical training courses.
4.5 Should Xerox opt to license customized or Upgraded Software from
ScanSoft, ScanSoft agrees to offer the training as described in 4.4
hereof for such customized or Upgraded Software, [**].
5.0 TITLE
Except as may specifically be provided herein or as mutually agreed in
writing, title and all rights of ownership to the Software, and all
copies of all or any part thereof, are and remain with ScanSoft at all
times. Xerox agrees not to remove ScanSoft's copyright notice (using
the international copyright symbol) as provided by ScanSoft on the Gold
Disk.
6.0 LICENSE
6.1 LICENSE GRANT. ScanSoft hereby grants to Xerox and Xerox Affiliates,
under ScanSoft's applicable patents, copyrights and other intellectual
property rights, a nonexclusive, worldwide right and license to use,
market, maintain, reproduce [**], distribute (acting directly or
indirectly through their authorized agents, resellers and
concessionaires), prepare, display, lease, and [**] the Software [**],
and Documentation [**]. ScanSoft grants to Xerox and Xerox Affiliates
the [**] right and license to reproduce, distribute (acting directly or
indirectly through their authorized agents, resellers and
concessionaires) all or any part of such Documentation and materials.
ScanSoft further grants Xerox the right to create and/or modify any or
all parts of Documentation and such materials, and Xerox [**] of such
Documentation and materials.
6.2 Each copy of the Software shall be distributed with (1) end user
documentation and (2) an end user license agreement.
6.3 ScanSoft shall ensure backward compatibly between the Software,
including all associated Updates and Upgrades, and the Xerox' Products,
as defined in the specifications detailed in Attachment V, throughout
the term of this agreement. Xerox shall test such Software
compatibility in its standard end-user configuration. If the Software
and Xerox' Products are not compatible, then Xerox may use the options
stated in 7.3 as a remedy.
6.4 ScanSoft will provide Xerox written notification via e-mail or
facsimile of pending new Upgrades and Updates whether such Updates are
called releases, new versions, etc. Such notice will also include dates
and methods of availability and will be given sufficiently in advance
of publication in order for Xerox to react in a timely manner. Updates
will be provided [**] to Xerox not later than contemporaneous with
ScanSoft's making such Updates available to its other OEM licensees.
Such Updates will be licensed to XEROX under the terms of this
Agreement
6.5 Licensing of Software Upgrades is not covered under this Agreement.
Xerox is under no obligation to purchase Software Upgrades. ScanSoft
will make Upgrades available to Xerox not later than such Upgrades are
offered by ScanSoft to ScanSoft's OEM licensees. Any Upgrade shall be
covered by an addendum to this Agreement; provided, however, that
ScanSoft agrees [**]
6.6 If there is Non Recurring Engineering (NRE) required to be performed by
ScanSoft to bring the software to the specifications required by Xerox,
such NRE tasks will be specifically itemized in Attachment IV hereto.
NRE tasks itemized in Attachment IV shall be performed at the cost and
expense of ScanSoft, and all work product resulting from such NRE shall
belong to ScanSoft and become part of the Software.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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7.0 WARRANTY
7.1 ScanSoft warrants that the Gold Disk will be free from known viruses
and material program defects, and will perform in material conformity
with the specifications in Attachment IV for a period of ninety (90)
days from the date of delivery of the master Gold Disk.
7.2 If any material program errors with the Software are discovered by
Xerox, ScanSoft shall use reasonable efforts to correct such errors
[**] to Xerox within the appropriate response times as specified in
Attachment III, following receipt of written notice from Xerox of such
errors.
7.3 If the program errors of 7.2 cannot be eliminated by ScanSoft per the
response times specified in Attachment III, then as Xerox' remedy and
at its option Xerox may:
(i) extend the correction period by an amount of time as
may be determined by Xerox; or
(ii) approve the Software with an equitable reduction in
Royalties as agreed between the parties; or
(iii) In the event the program error resides in the
software product identified as link agent, item 3 in
Attachment I, Xerox may elect to fix the program
errors itself, [**]
7.4 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SCANSOFT HEREBY
DISCLAIMS AND XEROX HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER EXPRESS
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY AND ALL
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.0 TERMINATION
8.1 This Agreement is effective upon the date of execution by ScanSoft and
Xerox (Effective Date). Subject to the termination provisions set forth
in this Agreement, the initial term shall commence on the Effective
Date and run for a Twenty-four (24) month period. This Agreement may be
renewed for successive one-year periods by mutual written consent of
the parties.
8.2 Either ScanSoft or Xerox may terminate this Agreement by written notice
of termination to the other party upon a material breach by the other
party which has not been cured within forty-five (45) days of written
notice of such breach. Confidential obligations pursuant to Section
13.0 below shall not be waived and shall survive termination.
8.3 Xerox reserves the right, in whole or in part, in the exercise of its
discretion, to terminate this Agreement upon not less than forty-five
(45) days written notice to ScanSoft.
9.0 EFFECT OF TERMINATION
9.1 Termination or nonrenewal shall not relieve either party of obligations
incurred prior to termination or expiration. All monies due to ScanSoft
from Xerox shall become immediately due and payable upon any
termination.
9.2 Upon termination or expiration, Xerox shall, except as provided in this
Section 9.2, (1) stop production and distribution of the Software and
(2) cease use of the ScanSoft Software logo. Xerox shall destroy any
ScanSoft software source code contained in all types of computer memory
and all relevant materials and shall upon request so certify in writing
to ScanSoft within thirty (30) days of termination or expiration.
Notwithstanding the above, (1) Xerox may retain a reasonable quantity
of the Software only for the purposes of providing its customers with
ongoing support and (2) this Agreement shall remain in force and effect
for software packaged with Xerox Products or under contract for sale or
sublicense from Xerox Affiliates as of the termination or expiration
date.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
9.3 Survival. Termination of this Agreement shall not affect any existing
agreements with customers or with Xerox Affiliates, and the license and
sublicense rights of such parties shall continue perpetually. The
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following provisions shall also remain in force and effect according to
their terms after termination expiration or of this Agreement: 4.3,
5.0, 7.0, 10.0, 11.0, 12.0, 13.0, 14.0, 15.0, 18.0, 19.0, 20.0, 21.0
22.0. Unless this Agreement expressly provides otherwise, or by its
nature a provision cannot survive this Agreement, all other provisions
of this Agreement shall, to the extent applicable, survive the
expiration or any termination hereof.
10.0 INDEMNIFICATION
10.1 ScanSoft represents and warrants that it has sufficient right, title
and interest in and to the Software to enter into this Agreement and
further warrants that it is not aware that the Software infringes any
patent, copyright or other proprietary right of a third party and that
it has not been notified by a third party of a possibility that the
Software might infringe any patent, copyright or other proprietary
right of a third party.
10.2 ScanSoft shall defend and indemnify (including reasonable costs and
attorney fees) Xerox and Xerox Affiliates from, and pay any judgment
for, any claim, action or other proceeding brought against Xerox or
Xerox Affiliates arising from the use of the Software, providing that
such Xerox or Xerox Affiliates promptly notifies ScanSoft in writing of
any action or claim, allows ScanSoft, at ScanSoft's expense, to direct
the defense, gives ScanSoft full information and reasonable assistance
required to defend such suit, claim or proceeding, at no out-of-pocket
expense to Xerox, and allows ScanSoft to pay any judgment, provided
further that ScanSoft shall have no liability for any claim, action or
other proceeding based upon acts or omissions by Xerox, the combination
of the Software with hardware or software not provided by ScanSoft if
the claim relates to such combination, or for settlements or costs
incurred without the knowledge of ScanSoft. Notwithstanding the above,
for so long as Xerox Affiliates act in accordance with the above
provisions, a Xerox Affiliate may participate in actions or claims that
are defended by ScanSoft by its own counsel and at its own expense. In
the event that ScanSoft fails to actively defend or becomes unable to
defend any action or claim, then a Xerox Affiliate, at its sole option,
may assume the defense thereof. To avoid infringement, ScanSoft may, at
its option, and at no charge to Xerox, obtain a license or right to
continue the use of the Software or modify the Software so it no longer
infringes, but is still a functional equivalent of the Software, or
substitute a functional equivalent of the Software.
10.3 The foregoing indemnity does not apply, and Xerox agrees to defend and
indemnify ScanSoft (including reasonable costs and attorneys' fees),
with respect to any claim brought against ScanSoft alleging patent or
copyright infringement allegedly arising from: (1) the unauthorized
combination or utilization by Xerox of any Software or (2) the
unauthorized modification of any Software by Xerox; (3) the portion of
any Software manufactured by ScanSoft to Xerox' explicit
specifications; (4) the production of images by Xerox in violation of
the proprietary rights of third parties, providing that ScanSoft
promptly notifies Xerox in writing of any such action or claim, allows
Xerox, at Xerox's expense, to direct the defense, gives Xerox full
information and reasonable assistance required to defend such suit,
claim or proceeding, at no out-of-pocket expense to ScanSoft, and
allows Xerox to pay any judgment, provided further that Xerox shall
have no liability for any claim, action or other proceeding based upon
acts or omissions by ScanSoft, the combination of the Software with
hardware or software not provided by Xerox if the claim relates to such
combination, or for settlements or costs incurred without the knowledge
of Xerox.
11.0 DISCLAIMER
11.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST
CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF THE SOFTWARE
OR RELATING TO THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE
OR NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR
WARRANTY) EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN
COMMUNICATED. THIS DISCLAIMER DOES NOT APPLY TO THE AFORESAID
INDEMNIFICATION.
12.0 FORCE MAJEURE
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12.1 Neither party shall be liable to the other for its failure to perform
any of its obligations hereunder during any period in which such
performance is delayed by circumstances beyond its reasonable control,
provided that the party experiencing such delay promptly notifies the
other party of the delay.
13.0 CONFIDENTIAL INFORMATION
13.1 Definition of Confidential Information.
(a) "Xerox Information" means information concerning current, future, or
proposed Xerox products or processes, techniques and apparatuses;
business forecasts and procurement requirements; plans and technology
relating to the foregoing, and plans and technology related to Xerox
Affiliates' printers, copiers, and other input and output devices.
(b) "ScanSoft Information" means information obtained from ScanSoft
concerning (i) non-public future products of ScanSoft or (ii) interface
protocols for the Software.
(c) "Confidential Information" means Xerox Information or ScanSoft
Information, as the case may be, disclosed between ScanSoft and one or
more Xerox Affiliate between the Effective Date of this Agreement and
the termination date of this Agreement as provided in Section 8.0 above
provided that such Information is in writing or other tangible form and
marked as proprietary, confidential, Private Data, Doculock(R), or the
like when disclosed or, if disclosed in verbal, audio, or other
non-tangible form, only if summarized in a writing so marked and
delivered to the other Party within 60 days of such disclosure, in
which case the Xerox Information or ScanSoft Information, as the case
may be, identified in such summary shall be subject to the restrictions
in this Section 13.0.
13.2 Each party agrees not to intentionally disclose or intentionally make
available to any third party information received from the other party
(hereinafter referred to as "Information" or "Confidential
Information") in any form without the express written approval of the
disclosing party.
13.3 Receiving party shall not intentionally circulate the Information
within its own organization except to those with a specific need to
know such Information. If written approval by disclosing party is given
to receiving party to disclose Information to a third party, receiving
party shall impose similar confidential restrictions on such third
party to which it discloses such Information.
13.4 The obligations on receiving party recited herein shall terminate with
respect to any particular portion of such Information when and to the
extent that it is or becomes:
(i) part of the public domain through no fault of
receiving party;
(ii) communicated by disclosing party to a third party
free of any obligation of confidence;
(iii) independently developed by receiving party without
any reference to the Information;
(iv) known to receiving party free of any obligation of
confidence.
13.5 In no event shall the obligation of receiving party with respect to the
Information extend beyond three (3) years from the date of disclosure.
13.6 Upon termination of this Agreement, the receiving party will promptly
return the Information to the disclosing party or shall certify that
such Information has been destroyed except that the receiving party may
retain one (1) copy for archival purposes only.
14.0 ASSIGNMENT
14.1 This Agreement may not be assigned or transferred by either party
without the prior written approval of the other party, which approval
shall not be unreasonably withheld; provided that ScanSoft may assign
its rights to any purchaser of all or substantially all of its
business, and Xerox may assign its rights hereunder, or any portion
thereof, to any Subsidiary or Affiliate of Xerox or to any purchaser of
all or substantially all of its equipment business in connection with
which the Software is then used. Further, Xerox' or Xerox Affiliates'
rights and obligations under this Agreement may be exercised and
performed in whole or in part by any Subsidiary or Affiliate of Xerox,
provided that Xerox shall continue to be responsible to ScanSoft for
the performance of its obligations under this Agreement. Subject to the
limitations heretofore expressed, this Agreement shall inure to the
benefit of and be binding upon the parties, their successors,
administrators, heirs and assigns.
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15.0 MODIFICATION
15.1 This Agreement shall not be modified or amended except by a written
agreement signed by duly authorized representatives of ScanSoft and
Xerox.
16.0 BANKRUPTCY OF SCANSOFT OR XEROX
16.1 To the extent permitted by applicable law (including II U.S.C. Section
365) the non-defaulting party may terminate this Agreement immediately
by written notice to the other in the event the other party makes an
assignment for the benefit of its creditors, admits in writing an
inability to pay debts as they mature, a trustee or receiver is
appointed respecting all or a substantial part of the other party's
assets, or a proceeding is instituted by or against the other party
under any provision of the Federal Bankruptcy Act and is acquiesced in
or is not dismissed within sixty (60) days, or results in an
adjudication of bankruptcy. To the extent applicable law prevents the
non-defaulting party from terminating this Agreement, if it should wish
to do so as described above, then the parties shall have only those
rights and remedies permitted by applicable law, including the United
States Bankruptcy Act, including but not limited to II U.S.C. Section
365.
16.2 Within thirty (30) days after delivery of the Gold Disk to Xerox,
ScanSoft shall place with the Office of the General Counsel of XEROX
one complete set of source code with Documentation for the software
product identified as link agent, item 3 in Attachment I. The source
code and Documentation shall be delivered for safekeeping to the
Intellectual Property Department of Office of General Counsel, at 000
Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000, and shall not be made available to
anyone outside the Office of the General Counsel unless (i) the
conditions of section 7.3 (iii) are met, (ii) there is a breach of this
Agreement by ScanSoft or (iii) in the event that ScanSoft files a
petition for bankruptcy or in the event that a proceeding of bankruptcy
is commenced for or against ScanSoft and is acquiesced in or is not
dismissed within sixty (60) days, or results in an adjudication of
bankruptcy. ScanSoft agrees to update and maintain the source code held
in safekeeping to reflect all changes made to the link agent software
product during the term of this Agreement.
17.0 COMPLIANCE WITH THE LAW
17.1 Each party represents and warrants compliance with all Federal, State
and local laws, ordinances and regulations applicable to this Agreement
including, but not limited to, (a) applicable requirements of (a) of
the Fair Labor Standards Act, (b) Executive Order 11246, (c) the
Vietnam Era Veterans Readjustment Assistance Act, and (d) the
Rehabilitation Act.
18.0 NONPUBLICITY
18.1 Without prior written consent of the other Party, a party shall not (a)
make any news release, public announcement, denial or confirmation of
this Agreement or its subject matter, or (b) advertise or publish any
facts relating to this Agreement.
19.0 CONTROLLING LAW
19.1 This Agreement shall be governed and construed in accordance with the
laws of the State of New York.
20.0 GENERAL PROVISIONS
20.1 WAIVER. Failure of either party to require strict performance by the
other party of any provision shall not affect the first party's right
to require strict performance thereafter. Waiver by either party of a
breach of any provision shall not waive either the provision itself or
any subsequent breach.
20.2 NO AGENCY. It is agreed and understood that neither Xerox nor ScanSoft
has any authority to bind the other with respect to any matter
hereunder. Under no circumstances shall either Xerox or ScanSoft have
the right to act or make any commitment of any kind to any third party
on behalf of the other or to represent the other in any way as an
agent.
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20.3 HEADINGS. The headings and titles of the Sections of the Agreement are
inserted for convenience only, and shall not affect the construction or
interpretation of any provision.
20.4 SEVERABILITY. If any provision of the Agreement is held invalid by any
law, rule, order or regulation of any government, or by the final
determination of any state or federal court, such invalidity shall not
affect the enforceability of any other provisions not held to be
invalid.
20.5 ENTIRE AGREEMENT. This Agreement, including all attachments and
appendices hereto, constitutes the entire agreement of the parties as
to the subject matter hereof and supersedes any and all prior oral or
written memoranda, understandings and agreements as to such subject
matter except that the agreement between Xerox Corporation and ScanSoft
executed on or about March 25, 1998, and the agreement between Xerox
Corporation and Visioneer, Inc., executed on or about November 15,
1996, for which ScanSoft assumed all rights and liabilities on March 2,
1999 shall not be superceded but may be modified as explicitly stated
in this Agreement.
21.0 YEAR 2000 WARRANTY
21.1 ScanSoft represents and warrants that the Software and ScanSoft's third
party Software delivered under this Agreement is Year 2000 performance
compliant and thus shall be able to accurately process date data
(including, but not limited to, calculating, comparing, and sequencing)
from, into, and between the twentieth and twenty-first centuries,
including leap year calculations. The remedies available to Xerox for
breach of this warranty shall include prompt repair or replacement of
any Software and Third Party Software or part thereof whose
non-compliance is discovered and made known to ScanSoft in writing.
Nothing in this warranty shall be construed to limit any rights or
other remedies Xerox may otherwise have under this Agreement with
respect to uncorrected program errors or defects.
22.0 EXPORT; RESTRICTED RIGHTS
22.1 Xerox shall not export, re-export or transfer, whether directly or
indirectly, Software, to any person or company who is a legal resident
or is controlled by a legal resident of any proscribed country listed
in the U.S. Export Administration regulations (or any equivalent
thereof) unless properly authorized by the U.S. Government.
22.2 Software shall be provided to the U.S. Government with RESTRICTED
RIGHTS. Use, duplication, or disclosure by the U.S. Government is
subject to the restrictions as set forth in subparagraph (c) (1) (ii)
of the Rights in Technical Data and Computer Software Clause as DFARS
252.227-7013 and FAR 52.227-19, as applicable. Manufacturer is
ScanSoft.
23.0 NOTICE
23.1 Any notices given shall be deemed to have been received as follows: if
sent by facsimile or other form of recorded communication, when
transmitted; if sent by certified first class mail, on the date of
delivery as shown on the return receipt; if sent by Federal Express or
equivalent overnight delivery services or by personal delivery, on the
date delivered. Until notified otherwise in writing, the correct
addresses for notice under this Agreement shall be:
If to Xerox:
Xxxx Xxxxxxx Copy To: Office of General Counsel
Xerox Corporation c/o Counsel to ODPG
200 Cross Keys, Building 000-000 Xxxxx Xxxxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000 000 Xxxx Xxxxx Xxxx
Phone: [**] Xxxxxxxx, XX 00000
Fax: [**]
Email: [**]
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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SCANSOFT GOLD DISK AGREEMENT
If to ScanSoft:
Xxx X'Xxxxxx
ScanSoft, Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Phone: [**]
Fax: [**]
Email: [**]
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown
below.
SCANSOFT, INC. XEROX CORPORATION
By: By:
---------------------------- ---------------------------
Name: Name:
---------------------------- ---------------------------
Title: Title:
---------------------------- ---------------------------
Date: Date:
---------------------------- ---------------------------
Address: 0 Xxxxxxxxxx Xxxxx Address:
---------------------------- ---------------------------
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
---------------------------- ---------------------------
USA USA
---------------------------- ---------------------------
Phone: 000-000-0000 Phone:
---------------------------- ---------------------------
Fax: 000-000-0000 Fax:
---------------------------- ---------------------------
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SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT I
ScanSoft products 1-5 shall be collectively referred to as Software.
ITEM SCANSOFT PRODUCT ROYALTY(1) NUMBER OF INDIVIDUAL NUMBER OF SERVER LICENSES
USER LICENSES
------------------------------------------------------------------------------------------------------------------------------------
CLASS A Class B CLASS A Class B CLASS A Class B
XEROX Xerox XEROX Xerox XEROX Xerox
PRODUCT Product PRODUCT Product PRODUCT Product
------------------------------------------------------------------------------------------------------------------------------------
1 TEXTBRIDGE PRO 8.X 25 50 1 2
---------------------------------------- [**] [**] -------------------------------------------------------------
2 PAPERPORT LE 6.X 25 50 1 2
------------------------------------------------------------------------------------------------------------------------------------
3 LINK AGENT [**] [**] [**] [**]
(REF. ATTACHMENT 4, SECTION 5.0)
---------------------------------------- [**] [**] -------------------------------------------------------------
4 INSTALLER [**] [**] [**] [**]
(REF. ATTACHMENT 4, SECTION 5.0)
------------------------------------------------------------------------------------------------------------------------------------
5 UPGRADE FROM TEXTBRIDGE 98 TO See Below(2) N/A 25 N/A 1 N/A
TEXTBRIDGE PRO 8.X
UPGRADE FROM PAPERPORT 4.04 TO
PAPERPORT LE 6.X
------------------------------------------------------------------------------------------------------------------------------------
1. The Royalty for Class A and Class B Xerox Products shall be reduced to [**]
and [**] respectively after Xerox has paid a total of [**] in royalties and fees
under this Agreement.
2. The royalty for item number five above shall be a flat fee of [**] which
shall be invoiced by ScanSoft on or about the Effective Date of this Agreement
and paid by Xerox [**] days following receipt by Xerox of a valid invoice.
Payment of such one time product upgrade will enable Xerox to update its current
installed base to the Software included in the table above.
LICENSE FEE
Xerox shall pay ScanSoft a one-time [**] license fee of [**], which shall be
invoiced by ScanSoft on or about the Effective Date of this Agreement and paid
by Xerox [**] days following receipt by Xerox of a valid invoice.
ROYALTY CALCULATION
Class A Xerox Products are Xerox Products marketed at 20-40 pages per minute.
Class B Xerox Products are Xerox Products marketed at 41-75 pages per minute.
Beginning January 1, 2000 Xerox shall pay the applicable royalty for [**] of the
[**] of Class A Xerox Products and for [**] of the [**] of Class B Xerox
Products. Royalties accrue upon complete [**] Xerox Product at a customer's site
and are subject to adjustment for Xerox' customer return policy for such units
to the extent units are returned to Xerox.
PRIOR AGREEMENTS
Effective October 1, 1999, the royalty rate, calculation, and payment for the
Bundled Solution License Fee for TextBridge Pro '98, as agreed between the
parties in the prior agreement executed on or about March 25, 1998, reference
article 3.0 shall be superceded and nullified by this Agreement. Also, effective
October 1, 1999, the royalty rate, calculation, and payment for Visioneer
PaperPort 4.04 software, as agreed between Visioneer, Inc. and Xerox Corporation
executed on or about November 15, 1996, reference article 6.0, for which
ScanSoft assumed all rights and liabilities on March 2, 1999, shall be
superceded and nullified by this Agreement.
The royalties listed above are based on the following ScanSoft product pricing:
--------------------------------------------------------------------------------
SCANSOFT PRODUCT Price per Individual User License Price per Server License
--------------------------------------------------------------------------------
TextBridge Pro 8.x [**] [**]
PaperPort LE 6.x [**] [**]
link agent [**] [**]
Installer [**] [**]
--------------------------------------------------------------------------------
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
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SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT II
XEROX PRODUCTS
Xerox Products shall mean Xerox' document system product(s) that implement the
architecture as set forth in Attachment V.
Future Xerox products requirements, as defined and communicated to ScanSoft from
Xerox through revision and/or modification to the specifications in either
Attachment IV or Attachment V, wherein both parties mutually agree to associated
deliverables, schedule, and cost, shall be managed in accordance with the change
control procedures outlined in Attachment VI hereto.
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SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT III
SOFTWARE TECHNICAL SUPPORT AND TRAINING
1.) Software Support by ScanSoft and Xerox
ScanSoft will provide technical support to Xerox' customer support and
engineering personnel, as it may be reasonably requested by Xerox, to fulfill
its maintenance obligations to its resellers and end users. Technical support
shall include telephone support to Xerox' Second and Third Level Support as well
as engineering staff on the operation, integration and utilization of the
Software, and maintenance modifications and bug corrections for the Software to
bring them into conformance with the specifications. [**] When a customer
problem is determined by Xerox' Customer Support to be associated directly with
the Software and resolution of the problem is not within the range of training
received or knowledge accrued by Xerox' Customer Support, Xerox' Customer
Support shall contact ScanSoft's OEM telephone support for assistance as listed
in 4.1 of this Attachment.
2.) Support Levels
2.1 First Level Support: Xerox support centers provide first level support
to end customers. Cases that can be immediately answered and require no
callback to the customer. No assistance from Second Level Support is
required.
2.2 Second Level Support: Xerox support centers provide second level
support to end customers. Cases that involve knowledge of the Software
program, problem isolation or investigation by technical support
technicians and may require a callback to the customer. Assistance from
ScanSoft's OEM telephone support and/or Third Level Support may be
required.
2.3 Third Level Support: Xerox support centers provide third level support
to end customers. Cases that involve detailed knowledge of the Software
program, problem isolation and investigation by Xerox engineers.
Assistance and resolution may be required from ScanSoft.
3.) ScanSoft Response to Problems ranked by Severity
3.1 Severity 1 Problems Means the Software has a problem, defect or
malfunction which renders the Software or a major component of the
Software inoperative. With a Severity l Problem there is a significant
and on-going interruption to the end user or customers business or
there is an unrecoverable loss or corruption of data. No circumvention
is available. ScanSoft agrees to commence an investigation of any
"Severity 1 Problems" within one (1) business day of notice by Xerox
and initiate the development of corrections immediately thereafter.
ScanSoft shall commit commercially reasonable efforts to provide Xerox
with a fix, workaround or permanent fix within fourteen (14) business
days. ScanSoft agrees to provide feedback specifying the resolution
outlook timeline to Xerox within two (2) business days of initial
problem notice.
3.2 Severity 2 Problems Means the Software has a problem, defect or
malfunction where the Software or a major component of the Software is
not working or is malfunctioning in a manner which restricts the end
user or customer's use of the Software. ScanSoft agrees to commence an
investigation of any "Severity 2 Problems" within two (2) business days
of notice by Xerox and initiate the development of corrections
immediately thereafter. ScanSoft shall commit commercially reasonable
efforts to provide Xerox with a fix, workaround or permanent fix within
six (6) weeks. ScanSoft agrees to provide feedback specifying the
resolution outlook timeline to Xerox within five (5) business days of
initial problem notice by Xerox.
3.3 Severity 3/4 Problems Means the Software has a problem, defect or
malfunction where the Software or a component of the Software is not
functioning as specified in the documentation and caused a minor impact
on the end user or customers use of the Software. An acceptable
circumvention or workaround is available. ScanSoft agrees to commence
an investigation of any "Severity 3 or 4 Problems" within five (5)
business days of notice by Xerox and shall be corrected in future
releases of the Software. ScanSoft agrees to provide feedback
specifying the resolution outlook timeline to Xerox within five (5)
business days of initial problem notice by Xerox.
4.) Support Contacts
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SCANSOFT GOLD DISK AGREEMENT
4.1 ScanSoft Support in the US, Canada, and Europe. ScanSoft will make an
OEM Hotline telephone line available to Xerox, Xerox Affiliates and
Xerox Subsidiaries as follows: US and Canada hotline telephone number
is [**], Europe hotline telephone number is [**]. At a minimum,
ScanSoft will provide Second Level Support to these Xerox locations
during the business hours of 08:30 to 17:30 Eastern Time, Monday
through Friday (ScanSoft holidays excluded).
4.2 ScanSoft will provide US-based OEM Hotline for calls from Xerox
Customer Support Centers in Latin and South America during the same
business hours as above.
4.3 ScanSoft will provide web and email based OEM technical support ([**])
for Xerox on a worldwide basis.
4.4 Second and Third Level local language support for calls in Europe (XL)
is provided by an office in the UK (NEED TEL #) in German, French, and
Italian; in Canada (XCI) support is provided by an office in the US in
English only; and in Latin America (ACO) support is provided by an
office in the US in English only, or via email in English.
4.5 ScanSoft and Xerox will each designate a technical support manager
responsible for overall communications between each company.
5.) Support Responsibility
In cases where Xerox receives call on any questions concerning other ScanSoft
products, or other scanner driver connectivity, it will be the responsibility of
ScanSoft and will be redirected from Xerox to ScanSoft. The customer may call
the ScanSoft support line at [**] with in the USA, [**] for outside of the
support for assistance with such questions. Xerox Customer Support will be
responsible for all other calls related to the Software operation and the Xerox
Product scan to file capabilities. ScanSoft will forward all calls related to
the Xerox Product and the related scan to file capabilities to Xerox customer
support centers. If both parties agree to transfer responsibility for
communicating with an individual customer to ScanSoft, ScanSoft will assume all
further responsibility for that customer's support, including sending any
pertinent bug fixes, if available, at ScanSoft's own expense.
6.) Software License for Xerox Support Centers
In order to address customer support issues, Xerox support centers or their
subcontractors are permitted to use the Software solely for support and/or
testing purposes for Xerox customers. Such installation is not licensed for
operational use, and is for support purposes only. The Software is for internal
use only and will not be distributed externally. ScanSoft agrees to provide such
software as is reasonably requested by Xerox at no cost.
7.) Software Problem Resolution Process and Escalation Process
The Software Problem Report (SPR) process includes the following steps:
- SPR's are filed as needed by Xerox.
- SPR's are prioritized by Xerox.
- ScanSoft personnel are assigned to take direct responsibility
for handling the SPR.
- The timeline requirement is identified to resolve the SPR.
- The strategy that will be taken to resolve the issue is
identified.
- Resolution to the problem or work-around is communicated
within timelines detailed in Section 3 of this Attachment III.
- As appropriate and where applicable, "patches" are posted on
the web for download by ScanSoft.
- At the discretion of ScanSoft or Xerox, fixes may be rolled
into a point release which can then be sent to by Xerox to
customers experiencing a particular problem addressed in that
version.
- The patch or point release will be delivered to Xerox Third
Level Support for fix verification at the same time as
ScanSoft performs QA on the release.
- Communication of the progress against the action plan is made
on a daily basis for critical problems and on a weekly basis
for normal problems.
8.) Quarterly Reviews
8.1 Xerox and ScanSoft recognize and acknowledge the importance to each
other of effective customer support and will conduct quarterly reviews
to ensure the process is satisfying all parties. Additionally, if at
any time this Software Technical Support and Training process is
failing to satisfy either party, an interim review of the situation and
the process to date will be made by ScanSoft and Xerox.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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SCANSOFT GOLD DISK AGREEMENT
8.2 Xerox and ScanSoft recognize and acknowledge the importance to each
other of Third Level technical support information regarding both
individual cases and aggregate support statistics, and commit to
provide each other with regular reports containing pertinent technical
support information.
8.3 ScanSoft will provide Xerox with a "Solutions" database of known
problems and solutions on a monthly basis in a format that is
compatible with the Solution Exchange Standard, however, Xerox will
accept the subject database in Microsoft Word '98 format until such
reasonable time as ScanSoft is prepared to deliver the format required
by Xerox. The database information is expected to be available from
ScanSoft beginning in July 1, 1999, or sooner, and updates will be
provided within twenty (20) days after the last day of each calendar
month through the term of this Agreement. The format for the subject
database is Microsoft Word '98.The basis for this information is on the
ScanSoft web page as technical information bulletins (TIB's) which
Xerox has access to.
9.) Training
ScanSoft recognizes and acknowledges the importance of providing
training regarding the Software.
9.1 ScanSoft will develop training materials that cover the information
required to adequately support the Software. At a minimum, ScanSoft
will provide to Xerox the same level of training that Xerox provides to
its own support staff. The training materials will include robust
troubleshooting and escalation procedures or guidelines.
9.2 To ensure adequate customer support, ScanSoft's training of Xerox
designated personnel will be provided, as is requested by Xerox prior
to Xerox' product introduction date. The training will be held at a
Xerox location designated by Xerox for a mutually agreeable period
appropriate to the training program.
9.3 Training will include, but shall not be limited to, back-up
documentation material (instructor notes, transparencies, lab
exercises/lab specifications, and hand-out documentation, all Software
features and functions, customer usability, robust troubleshooting for
topics (such as Installation, Software Upgrade, Quality of OCR, OCR
application interface, operability to optimize OCR), escalation
procedures/guidelines and relationship building for those support
personnel who will be involved in (bi-directional) escalation and
advanced troubleshooting based on customer support history.
9.4 ScanSoft will support Xerox in conducting training for the trainers
from each of the major Xerox customer support functions that is using
or supporting the Software.
9.5 Xerox may further request and ScanSoft shall provide additional
training support as reasonably necessary to inform all Xerox personnel
of the Software.
9.6 ScanSoft will provide on-site training at its facility, when requested
by Xerox, in order to provide an in-depth, hands-on customer support
experience for a mutually agreed upon number of Xerox Third Level
Support technicians.
9.7 All initial training and subsequent training pertinent to a new product
launch shall be provided at [**], however for any incremental training
sessions Xerox shall pay ScanSoft for reasonable travel and lodging
expenses.
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SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT IV
8/10/1999
1.1.1. Document Scope
This document will describe the features of the ScanSoft releases for
the Xerox OEM clients known as Xerox Scan to Desktop: Standard Edition.
1.1.2. Project Scope
This project will consist of two software kits. Each kit will contain a single
master CD created to support Windows 95, Windows 98 and Windows NT 4.0. This
master CD will contain PaperPort, TextBridge Pro, link agent, Installer software
and associated documentation. While it is understood that Windows 2000 is not
launched, it is assumes that this code will support this environment. The
software versions for each will be:
Standard Edition:
PaperPort 6.1 LE
TextBridge Pro 8.0
link agent 1.0
Installer
1.1.3. Project Schedule
DATE
Standard Edition:
Golden Master (English and French) 9/15/99
Golden Master (English, French, German, Italian, Spanish, and
Brazilian Portuguese) 10/15/99
1.1.4. Code Base
The code base will be with the following UI languages - English US,
International English, French, German, Italian, Spanish, and Brazilian
Portuguese.
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SCANSOFT GOLD DISK AGREEMENT
APPENDIX A DOCUMENT CENTRE CUSTOMER SUPPORT INFORMATION
--------------------------------------------------------------------------------
TEXT BRIDGE PRO SUPPORT REQUIREMENTS
The following table lists the support text for the SUPPORT.RTF files within each
ScanSoft application and language.
English
[**]
[**]
[**]
German
Contact your local Xerox Support
French
Canada: [**]
France: "Contact your local Xerox Support
Italian
Contact your local Xerox Support
Spanish
Contact your local Xerox Support
Brazilian Portuguese
Contact your local Xerox Support
Note:
These numbers will exist in the help files of TextBridge Pro, PaperPort and
the link agent.
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the Securities and Exchange Commission. Confidential treatment has been
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SCANSOFT GOLD DISK AGREEMENT
APPENDIX B SOFTWARE INTEROPERABILITY
ScanSoft Software will properly inter-operate with Xerox desktop software.
Operationally, all Software shall function as documented. In addition, but not
exclusively:
1. PaperPort, TextBridge Pro and link agent will not interfere with the
operation or use of CentreWare Network Scanning software
2. TextBridge Pro will process Document Centre created TIFF and Multipage
TIFF images.
3. PaperPort will utilize TextBridge Pro 8.0 software without modification
4. PaperPort 6.1 LE will properly upgrade PaperPort 4.x desktops
5. TextBridge Pro 8.0 will properly detect and install over TextBridge Pro
98
6. All software will include uninstall procedures
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APPENDIX C COMPARISON OF PAPERPORT PRODUCTS
--------------------------------------------------------------------------------
COMPARISON OF PAPERPORT PRODUCTS
KEY FEATURES PAPERPORT PAPERPORT PAPERPORT PAPERPORT
WORKGROUPS 6.1 DELUXE 6.1 6.1 LE 4.0 LE
Thumbnails of scanned images X X X X
Page View X X X X
Links X X X X
Built-in image compression X X X X
XXXXX scanner support X X X X
Image editing & notation Tools X X X X
OCR X X X X
ScanDirect with Visioneer sheetfed scanner X X X X
32 Bit Application X X X
File system integrated with Windows File system X X X
Search documents by title, keyword. annotations, URL X X X
Convert any document to a full color image for annotating and X X X
e-mailing as read-only
Universal viewer for sending email file attachments X X X
Nested Folders X X X
Thumbnails of Microsoft Office documents X X X
Thumbnail Web Bookmarks integrated with web browser) X X
WYSIWYG web page printing X X
Read saved web pages off-line X X
Annotate web pages X X
Open, view and print documents without creator application X X
Search documents by content X X
Network folders accessible, sharable and searchable X
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APPENDIX D COMPARISON OF TEXTBRIDGE PRO PRODUCTS
--------------------------------------------------------------------------------
COMPARISON OF TEXTBRIDGE PRO PRODUCTS
TEXTBRIDGE PRO 8.0 TEXTBRIDGE PRO 9.0
BUSINESS EDITION
Over 99% Accuracy X (14% improved
over 8.0)
Reads Text on Tinted Backgrounds X
Accumorph(TM) Technology X
Retains Color Pictures X
Easy-To-Use 1-2-3 Interface X
PageMirror(TM) Formatting Technology X
Batch Processing Scheduler X
WYSIWYG Web Output X
Table Editing Tools X
Interactive Assistance Wizard X
Enhanced Spell-Checker X
Original Image Reference Pop-ups X
User-defined Page Types X
Foreign Languages Support 11 56
Zone Templates X X
Proofreading X X
Picture Zoning X X
Table Zoning X X
Training X X
Searchable PDF output Limited Extensive
HTML support Text only Text and page layout
Dual Page for book OCR X X
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APPENDIX E LINK AGENT SPECIFICATIONS
--------------------------------------------------------------------------------
[**]
FUNCTIONAL SPECIFICATION
[**]
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
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SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT VI
CHANGE CONTROL PROCEDURE
This section provides an overview of the process used to communicate and track
software program changes issued by Xerox throughout the term of this Agreement.
Any modification to these procedures must be defined and mutually agreed upon in
writing by both parties prior to implementation.
XEROX INTERNAL PROCESS:
1. A Change Request (CR) shall be the vehicle for communicating changes.
The CR describes the software program change in as much technical
detail as is reasonably required by the other party, the rational for
the change, and the impact the change is expected to have on both
Seller's and Buyer's Products. The CR originates from either party and
is submitted to the designated program manager via email for review and
dispositioning.
2. The designated program manager of the requesting party will review the
proposed CR and determine whether to submit the CR to the other party.
The program manager shall disposition each CR, in writing, within
fifteen (15) business days of receipt. Such disposition shall be
reliably communicated to the appropriate technical manager.
XEROX/SCANSOFT PROCESS:
3. The Program Manager of the requesting party shall submit each approved
CR to the other party's designated Program Manager via email within two
(2) business days of approving the CR.
4. Both Program Managers, Seller and Buyer, will jointly review the
proposed CR and authorize it for further investigation, immediate
implementation, or reject it. If investigation or implementation is
authorized, the Program Managers will sign the CR, which will
constitute authorization for the subject software program changes. The
Program Managers shall mutually agree upon whether the CR constitutes a
software Update or an Upgrade. Such designation (Update / Upgrade)
shall be documented on the CR. The Program Managers shall ensure that
each CR is statused within thirty (30) business days of the date the CR
is submitted by the requesting party. The original signed CR will be
returned to the requesting party's technical manager. Each party's
Program Manager shall maintain a copy of the signed CR for reference
purposes.
5. Each software program executed CR deemed an Upgrade shall be defined by
a written agreement, labeled as an Addendum, contain the following
information, referring specifically to this Agreement, , plus other
information pertaining to the CR:
1. Development schedule (include acceptance criteria and
acceptance test procedures)
2. Fees (if any)
Any such Addendum shall be mutually agreed upon in writing and signed
by both parties.
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SCANSOFT GOLD DISK AGREEMENT
APPENDIX "F"
To
GOLD DISK BUNDLING AGREEMENT
Between
XEROX CORPORATION and SCANSOFT INC.
This appendix sets forth additional and different terms particular to
the Licensed System described below and shall be incorporated by reference into
the Bundling Agreement between Xerox Corporation and ScanSoft Inc. effective as
of October 5, 1999. Such different or additional terms are applicable only to
the Licensed System described below and in no way alter the terms and conditions
applicable to other Xerox Products incorporated into the Bundling Agreement by
addition of an appendix or attachment.
WHEREAS, ScanSoft has developed certain software and data files
enabling the integration of high-end optical character recognition (OCR)
capabilities, known collectively as Textbridge Application Programmer Interface
(API);
WHEREAS, Xerox wishes ScanSoft to provide a License Grant of all
language versions of the API software to run on certain Xerox devices as defined
in this appendix for commercial distribution, marketing and internal use;
NOW, THEREFORE, in consideration of the promises and mutual covenants
below, the parties agree as follows:
1.0 Licensed System. The Licensed System under this appendix is defined
as the Xerox Publishing Applications Family of Products.
2.0 Software Royalty. The API software will be provided for a royalty
license fee of [**] per Xerox product [**] to Xerox end-user customers.
3.0 Software Upgrades. Scansoft will provide [**] upgrade version from
[**] available to Xerox at [**] for all Licensed Systems not later than such
upgrade is offered by Scansoft to Scansoft's licensees.
4.0 Non-Royalty Activities. Xerox may use the API software without
charge for internal testing, development, training, documentation, and
demonstration purposes only.
5.0 Definitions. All of the terms and definitions used in or applicable
to this appendix shall retain the same meaning as defined in the Bundling
Agreement and such definitions are incorporated herein by reference.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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SCANSOFT GOLD DISK AGREEMENT
APPENDIX "F"
To
GOLD DISK BUNDLING AGREEMENT
Between
XEROX CORPORATION and SCANSOFT INC.
5.0 Notice. Any notices under this appendix shall be:
If to Xerox Corporation: Copy to:
Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx
Xerox Corporation ESM2-02 Xerox Corporation ESAE-116
000 Xxxxx Xxxxxxxx Xxxx. 000 Xxxxx Xxxxxxxx Xxxx.
Xx Xxxxxxx, XX. 00000 Xx Xxxxxxx, XX. 00000
Phone: [**] Phone: [**]
Email: E-mail:
[**] [**]
If to ScanSoft Inc.:
Xxx Xxxxxx
ScanSoft Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX. 00000
Phone: [**]
Email:
[**]
IN WITNESS WHEREOF, Xerox and ScanSoft have caused this Appendix "F" to be
executed by their duly authorized representatives.
SCANSOFT INC. XEROX CORPORATION
Signature/Date: ____________________ Signature/Date: ____________________
Print Name__________________________ Print Name __________________________
Print Title _______________________ Print Title _________________________
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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SCANSOFT GOLD DISK AGREEMENT
SCANSOFT-XEROX GOLD DISK BUNDLING AGREEMENT
AMENDMENT NO. 1
DATED: JANUARY 01, 2000 ("EFFECTIVE DATE")
This Amendment is entered into as of the Effective Date amending the ScanSoft -
Xerox Gold Disk Bundling Agreement dated September 30, 1999 ("Agreement")
between Xerox Corporation, with offices at 000 Xxxxx Xxxx, Xxxxxxxxx, XX 00000
("Xerox") and ScanSoft, Inc., with offices located at 0 Xxxxxxxxxx Xxxxx,
Xxxxxxx, XX 00000 ("ScanSoft") as agreed in writing to be bound by the terms and
conditions hereof.
I. Amendments
The Agreement is hereby modified as follows:
1. Revise Article I - DEFINITIONS as follows:
The following new Paragraphs are added:
"1.8 "Document Centre Image Retriever" shall mean the link agent
software as described in the Agreement.
1.9 "Bundled" shall mean the integrated system consisting of certain
Software specified in Attachment I combined with certain Xerox Products
described in Attachment II. The integration may occur at the time of
distribution of such Xerox Product or at later date.
1.10 "Embedded" shall mean the integration of certain Software
specified in Attachment I with certain Xerox Products described in Attachment
VII. The integration will occur prior to the distribution of such Xerox
Product."
The following Paragraph is revised and replaced as follows:
"1.4 "Xerox Products" shall mean the products described in Attachment
II or the products described in Attachment VII."
2. Replace Paragraphs 2.1 and 2.2 as follows:
"2.1 Gold Disk. ScanSoft shall provide to Xerox a master copy of the
Software, including Documentation on disk (the "Gold Disk"). A
Gold Disk (English and French), including Documentation, shall be
delivered by ScanSoft to Xerox on or about February 11, 2000
including TextBridge Pro 9.x Business Edition, PaperPort Deluxe
6.x, Document Centre Image Retriever, and Installer software and
associated Documentation. A subsequent Gold Disk (English, French,
Italian, Spanish, German, and Brazilian Portuguese) including
TextBridge Pro 9.x Business Edition, PaperPort Deluxe 6.x,
Document Centre Image Retriever, and Installer software and
associated Documentation shall be delivered by ScanSoft to Xerox
on or about March 26, 2000. ScanSoft shall insure references to
the link agent software are updated to Document Centre Image
Retriever. Licensing of such Software shall be pursuant to the
terms of Section 6.0.
(i) Within a mutually agreed timeframe of ScanSoft's deployment of
PaperPort Deluxe 7.x to retail markets, ScanSoft shall deliver to
Xerox an updated Gold Disk (English and French), including
Documentation, with PaperPort Deluxe 7.x Software. A subsequent
Gold Disk (English, French, Italian, Spanish, German, and
Brazilian Portuguese) including PaperPort Deluxe 7.x, and
associated Documentation shall be delivered by ScanSoft to Xerox
within a time frame mutually agreed by the parties. Licensing of
such Software shall be pursuant to Section 6.0.
(ii) An additional Gold Disk (English and French), including
Documentation, shall be delivered by ScanSoft to Xerox on or about
February 11, 2000 including TextBridge Pro 9.x and associated
Documentation. A subsequent Gold Disk (English, French, Italian,
Spanish, German, and Brazilian Portuguese) including TextBridge
Pro 9.x and associated Documentation shall be delivered by
Confidential 24
25
SCANSOFT GOLD DISK AGREEMENT
ScanSoft to Xerox on or about March 26, 2000. Licensing of such
Software shall be pursuant to Section 6.0.
2.2 End User/ScanSoft Agreements. In the event that an end user
requires additional licenses beyond the 25 or 50 user licenses
described in Attachment I, Xerox may provide the end user with
additional licenses which shall be distributed in blocks of 25 at
the royalty rates shown in Attachment I. In the event that an end
user requires more than 300 licenses, the parties agree to
negotiate in good faith a separate agreement and special pricing
terms. In the event that an end user requires additional user
licenses in increments other than 25 (i.e. 26-49 user licenses,
51-99 user licenses etc.), the end user shall seek such licenses
directly from ScanSoft. Xerox need not be a party to such
additional licenses and shall have no liability or responsibility
therefor. [**]
3. Revise Section 4.0 - Support and Documentation by adding the following new
paragraph:
"4.6 In addition to training previously provided, ScanSoft agrees to
offer the training as described in Paragraph 4.4 above for
Software items 6-10 in Attachment I."
4. Add and incorporate Attachment VII to the Agreement as attached hereto.
5. Revise Paragraph 6.1 and 6.2 as follows:
"6.1 License Grant. ScanSoft hereby grants to Xerox and Xerox
Affiliates, under ScanSoft's applicable patents, copyrights, and
other intellectual property rights, a nonexclusive, worldwide
right and license to use, market, maintain, reproduce [**],
distribute (acting directly or indirectly through their authorized
agents, resellers and concessionaires), prepare, display, lease,
and [**] the Software [**], and Documentation [**] ScanSoft grants
to Xerox and Xerox Affiliates the [**] right and license to
reproduce, distribute (acting directly or indirectly through their
authorized agents, resellers and concessionaires) all or any part
of such Documentation and materials. ScanSoft further grants Xerox
the right to create and/or modify any or all parts of
Documentation and such materials, [**] of such Documentation and
materials.
6.2 Each copy of the Software Bundled with Xerox Products shall be
distributed with (1) end user documentation and (2) an end user
license agreement."
6. Attachment IV to the Agreement is amended by adding the attached Metropolis
Deluxe Functional Specification as Attachment IVa.
7. Attachment I to the Agreement is deleted in its entirety and replaced with
the Attachment I to this Amendment No. 1.
8. ScanSoft acknowledges that Xerox is the owner of all rights, title and
interest in and to the Document Centre(R) and the Document Centre Image
Retriever(TM) trademarks; the several United States Patent and
Trademark Office and foreign registrations and applications therefor; and
the goodwill associated therewith. ScanSoft shall not claim any rights of
ownership with respect to the symbols, brands, or trademarks of Xerox.
During the term of this Agreement, Xerox shall permit ScanSoft to use the
Document Centre Image Retriever(TM) trademark solely in connection with
the license of its Document Center Image Retriever software product,
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Confidential 25
26
SCANSOFT GOLD DISK AGREEMENT
listed in Attachment I, to Xerox, and for no other purpose.. ScanSoft shall
apply said Trademark only to the Document Center Image Retriever software
product as described in the Agreement, as amended, and the packaging thereof,
if any. Xerox may request in writing, at any time, that a trademark notice
acceptable to Xerox be used in relation to the sale of the Document Center
Image Retriever software product and ScanSoft shall comply with Xerox'
reasonable requirements regarding design, layout, format, and trademark
attribution. ScanSoft shall provide to Xerox, for Xerox' approval, samples of
all literature, packages, labels and labeling containing said Trademark prior
to use. ScanSoft agrees that any and all rights that may be acquired by the
use of said Trademark shall inure to the sole benefit of Xerox. The benefit
granted herein shall be personal to ScanSoft. ScanSoft agrees to abide by the
terms set forth herein and further agrees it shall not use said Trademark or
any other Xerox owned trademark (excluding any and all marks previously
assigned by Xerox to ScanSoft which are currently registered in Xerox' name
with the United States Patent and Trademark office) with or for any third
party, without the prior written consent of Xerox.
9. Except as set forth herein, the terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the dates
shown below.
SCANSOFT, INC. XEROX CORPORATION
By: By:
--------------------------- ---------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
--------------------------- ---------------------------
Date: Date:
--------------------------- ---------------------------
Address: 0 Xxxxxxxxxx Xxxxx Address: 200 Canal View
--------------------------- ---------------------------
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
--------------------------- ---------------------------
USA USA
--------------------------- ---------------------------
Phone: 000-000-0000 Phone:
--------------------------- ---------------------------
Fax: 000-000-0000 Fax:
--------------------------- ---------------------------
Confidential 26
27
SCANSOFT GOLD DISK AGREEMENT
ATTACHMENT I
ScanSoft products 1-11 shall be collectively referred to as Software.
ITEM SCANSOFT PRODUCT ROYALTY
------------------------------------
25 User Licenses 50 User Licenses
---------------- ----------------
1 TextBridge Pro 8.x
Bundled User Licenses: [**] [**]
Bundled Server Licenses:
(1 Server License per 25 User Licenses) [**] [**]
2 PaperPort LE 6.x
Bundled User Licenses: [**] [**]
3 Document Centre Image Retriever
(ref. Attachment IV Standard Edition, section 5.0) [**] [**]
4 Installer
(ref. Attachment IV Standard Edition, section 5.0) [**] [**]
Bundled standard kit: Items 1-4 [**](1) [**](1)
5 Upgrade from TextBridge 98 to TextBridge Pro 8.x 25
Bundled User Licenses and 1Bundled
Server License: See Below(3)
Upgrade from PaperPort 4.04 to PaperPort LE 6.x
25 Bundled User Licenses
Bundled standard upgrade kit: Items 3-5
See Below(3)
6 TextBridge Pro 9.x Business Edition
Bundled User Licenses: [**]
Bundled Server Licenses:
(1 Server License per 25 User [**]
Licenses)
7 PaperPort Deluxe 6.x/7.x
Bundled User Licenses: [**]
8 Document Centre Image Retriever
(ref. Attachment IVa Deluxe Edition, section 4.0) [**]
9 Installer
(ref. Attachment IVa Deluxe Edition, section 5.0) [**]
Bundled deluxe kit: Items 6-9 $[**](2)
10 Upgrade from Bundled standard kit (Items 1-4) to
Bundled deluxe kit (Items 6-9) [**]
Bundled deluxe upgrade kit: Items 8-10 [**](2)
11 TextBridge Pro 9.x [**]
Embedded Server Licenses: (Embedded server
license only, no
user licenses)
1. The Individual User License Royalty for Software items 1 and 2 shall be
reduced to [**] and [**] respectively after Xerox has paid a total of [**] in
royalties and fees under this Agreement.
2. The Individual User License Royalty for Software items 6 and 7 above shall be
reduced to [**] and [**] respectively and the Individual User License Royalty
for Software item 10 above shall be reduced to [**] after Xerox has paid a total
of [**] in royalties and fees under this Amendment No. 1.
3. The royalty for item number five above shall be a flat fee of [**], which was
previously paid by Xerox under the Agreement.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Confidential 27
28
SCANSOFT GOLD DISK AGREEMENT
LICENSE FEE
Xerox previously paid ScanSoft a one-time non-refundable license fee of [**],
under the Agreement.
ROYALTY CALCULATION
Class A Xerox Products are the Xerox Products described in Attachment II which
are marketed at 20-40 pages per minute. Class B Xerox Products are the Xerox
Products described in Attachment II which are marketed at 40+ pages per minute.
For royalty calculation purposes, Xerox geographies are defined as United States
(US), Xerox Canada, Inc. (XCI), Xerox Business Services (XBS), European Sales
Group (ESG), and Developing Markets Organization (DMO).
Bundled Standard Kit (items 1-4 above):
Beginning January 1, 2000 Xerox shall pay the applicable royalty for
the [**] of the [**] of Software licensed to third parties which shall
be calculated by [**] by third parties in conjunction with [**] of the
Xerox Product from the [**] of Software [**] during such period.
Royalties accrue upon complete installation of the [**] Software at a
customer's site. If Xerox can not report the actual number of units of
[**] Software licensed to third parties in a particular geography, [**]
in the particular geography. For purposes of this calculation,
installation of each Class A and Class B Xerox Product shall correspond
to 25 and 50 individual user licenses of Software items 1-4,
respectively.
Bundled Deluxe Kit (items 6-9 above):
As of the Effective Date of this Amendment, Xerox shall pay the
applicable royalty for the [**] of the [**] of Software licensed to
third parties which shall be calculated by [**] by third parties in
conjunction with the [**] of the Xerox Product from the [**] of
Software [**] during such period. Royalties accrue upon complete
installation of the [**] Software at a customer's site. If Xerox can
not report the actual number of units of [**] Software licensed to
third parties in a particular geography, [**]. This percentage shall be
reviewed and agreed by the parties on or about April 2001, with any
change effective June 01, 2001. For purposes of this calculation, [**]
shall mean the total [**] of [**] Software units licensed to [**] by
Xerox and [**] of Xerox Product [**], including both Class A and Class
B Xerox Product. For purposes of this calculation, installation of each
Class A and Class B Xerox Product shall correspond to 25 individual
user licenses of Software items 6-9, respectively.
Bundled Deluxe Upgrade Kit (item 10 above):
As of the Effective Date of this Amendment, Xerox shall pay the
applicable royalty for the [**] of the [**] installations of Software
licensed to third parties which shall be calculated by [**] by third
parties in conjunction with the [**] of the Xerox Product from the [**]
of Software [**] during such period. Royalties accrue upon complete
installation of the [**] Software at a customer's site. If Xerox can
not report the actual number of units of [**] Software licensed to
third parties in a particular geography, [**]. This percentage shall be
reviewed and agreed by the parties on or about April 2001, with any
change effective June 01, 2001. For purposes of this calculation, [**]
shall mean the total [**] of [**] Software units licensed to [**] by
Xerox and [**] of Xerox Product [**], including both Class A and Class
B Xerox Product. For purposes of this calculation, installation of each
Class A and Class B Xerox Product shall correspond to 25 individual
user licenses of Software item 10.
Embedded TextBridge Pro 9.x Server License for Flowport (item 11
above):
As of the Effective Date of this Amendment, Xerox shall pay the
applicable royalty for the [**] of the [**] installations of Software
licensed to third parties which shall be calculated by [**] by third
parties in conjunction with the [**] of the Xerox Flowport solution
from the total number of units of Software [**] during such period.
Royalties accrue upon complete installation of the [**] Xerox Product,
as described in Attachment VII, at a customer's site.
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Confidential 28
29
SCANSOFT GOLD DISK AGREEMENT
PRIOR AGREEMENTS
Effective October 1, 1999, the royalty rate, calculation, and payment for the
Bundled Solution License Fee for TextBridge Pro '98, as agreed between the
parties in the prior agreement executed on or about March 25, 1998, reference
article 3.0 was superceded and nullified by this Agreement. Also, effective
October 1, 1999, the royalty rate, calculation, and payment for Visioneer
PaperPort 4.04 software, as agreed between Visioneer, Inc. and Xerox Corporation
executed on or about November 15, 1996, reference article 6.0, for which
ScanSoft assumed all rights and liabilities on March 2, 1999, was superceded and
nullified by this Agreement.
The royalties listed above are based on the following ScanSoft product pricing:
SCANSOFT PRODUCT Price per Individual User License Price per Server License
TextBridge Pro 8.x [**] [**]
PaperPort LE 6.x [**] [**]
Document Centre Image Retriever [**] [**]
Installer [**] [**]
TextBridge Pro 9.x Business Edition [**] [**]
PaperPort Deluxe 6.x/7.x [**] [**]
Bundled Deluxe Upgrade Kit [**] [**]
TextBridge Pro 9.x for Flowport [**] [**]
** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Confidential 29
