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EXHIBIT 10
IBM / OEM Software Agreement
Transaction Document Number 4999FA1063
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Thank you for doing business with IBM. This is a Transaction Document under the
IBM / OEM Software Agreement No. 4999FA0932 ("Agreement"). This Transaction
Document becomes effective when signed by both parties.
By signing below for our companies, each of us agrees to the terms of this
Transaction Document. Once signed, 1) both parties agree any reproduction of the
Agreement made by reliable means (for example, photocopy or facsimile) is an
original unless prohibited by local law and 2) all Programs are subject to it.
Agreed to: Agreed to:
International Business Machines Corporation XxxxxxxXx.xxx
By: /s/ XXXXX XXXXXXXXX By: /s/ XXXX XXXXX
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Name: Xxxxx Xxxxxxxxx Name: Xxxx Xxxxx
Date: 9/21/99 Date: 9/21/99
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IBM Address: XxxxxxxXx.xxx Address:
0000 Xxxx Xxxxx Xxxxx Xxxx. 0000 Xxxxxxxxx Xxxxx
Xxxxx 000 Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
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IBM / OEM Software Agreement # 4999FA0932
Transaction Document Number 4999FA1063
CONTINUOUS DICTATION DISTRIBUTION PKG.
1. Program(s) Prices: You will pay IBM the applicable amount identified below
for each copy of the following Program(s) that you distribute. For the
purposes of this Agreement, these are Embedded Programs.
Part ISV 24 month
Number Description PRICE Volume
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4300810 One title for Continuos Dictation Distribution $900,000 Unlimited for
Package 5.3 One title
(Continuous Dictation, Text-to-Speech and
Command and Control for U.S. English, U.K.
English, Spanish, German, French, and Italian)
2. Value-Add Components which must be included in Offerings:
Vendor Application SKU
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XxxxxxxXx.xxx (Name TBD) U.S. English TBD
" " U.K. English TBD
" " Spanish TBD
" " German TBD
" " French TBD
" " Italian TBD
3. Related Licensed Materials which must be included in Offerings:
Related Licensed Materials will be included in your Offering in the
appropriate languages and with the appropriate terms for the geographies in
which it will be distributed.
4. Terms of Use:
a) Prior to shipment, XxxxxxxXx.xxx shall provide IBM the Application name
associated with the single title as well as the SKU's of the associated
language versions listed in Section 2, "Value-Add Components", above.
b) XxxxxxxXx.xxx's rights hereunder shall not apply to any languages other
than those specified in Section 1, "Description", above.
c) Variances between SKU's shall be limited solely to those necessary to
differentiate between languages.
d) XxxxxxxXx.xxx's rights hereunder shall not apply to new releases of the
single title Application defined in Section 2, "Value-Add Components",
above, other than an "Update" release, which shall be designated as a
change in the hundredths digit [x.x(x)] of any component of the single
title granted.
5. Territory is World Wide, with the exception of prohibited countries which
include Cuba, Iraq, Iran, Libya, and North Korea.
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6. Term: Not withstanding Section 11.2a above, the term of this Transaction
Document will be two (2) years from the "Commencement Date."
7. License Agreement Requirement: You will include in your Offering(s) the
License Agreement in the appropriate languages and with the appropriate
terms for the geographies in which it will be distributed.
8. Technical Support: You or your Distributors will provide Level 1 Service
and Level 2 Service to Customers. You will include with your Offerings a
conspicuous description of Level 1 and Level 2 Services and the method and
means the Customer shall use to contact your Level 1 and Level 2 Services.
IBM will provide Level 3 Service to you during the time that such service
is available to all other IBM customers of the IBM Product.
9. Coordinators: The following contract coordinators are authorized to receive
notices under this Transaction Document and the Base Agreement:
Name Xxxxx Xxxxxxxxx Xxxx Xxxxx
Company IBM XxxxxxxXx.xxx, Inc.
Address 0000 Xxxx Xxxxx Xxxxx Xxxx. 6333 Greenwich Drive
Suite 000 Xxxxx 000
Xxxx, Xxxxx Xxxx Xxxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Telephone (000) 000-0000 (000) 000-0000
Fax (000) 000-0000 (000) 000-0000
10. Purchase Order Requirements:
a) Your purchase order will contain the following information: purchase
order number, order quantity, requested delivery date, a contact name
and phone number, and your shipping location. Your orders will be sent
to:
IBM Branch Office JWQ
Accounts Receivable - Internal Zip 261
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
b) For a period of two years after the "Commencement Date", XxxxxxxXx.xxx
shall receive unlimited distribution rights to use the Embedded Programs
with the single title Application defined in Section 2, "Value-Added
Components" (and not its Derivative Works), for a total fee of $900,000.
c) XxxxxxxXx.xxx shall pay IBM an initial payment of $300,000 on the
Commencement Date and XxxxxxxXx.xxx shall pay IBM $150,000 within thirty
(30) days of receipt of the initial payment. XxxxxxxXx.xxx shall pay IBM
$450,000 upon the first anniversary of the Commencement Date.
11. Miscellaneous Terms/Conditions:
a) Price includes Golden Master/license, soft copy documentation, Xxxxx 0
support and support training, including IBM participation at
XxxxxxxXx.xxx roadshow events up to ten (10) days. XxxxxxxXx.xxx shall
pay for all travel expenses incurred by IBM at such events.
b) Price excludes documentation, microphone, additional media and levels 1
& 2 support.
c) No product returns are allowed.
d) XxxxxxxXx.xxx will pay shipping and freight charges.
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e) XxxxxxxXx.xxx will attribute IBM Technology in packaging and advertising
via print, radio, T.V., etc. as mutually agreed upon in writing.
f) Subject to IBM's prior written approval, such approval not to be
unreasonably withheld or delayed, XxxxxxxXx.xxx shall be allowed to
issue a press release referencing this Agreement between IBM and
XxxxxxxXx.xxx. In addition, IBM shall use commercially reasonable
efforts to provide a quote from a senior Speech executive within ten
(10) business days of receiving the press release from XxxxxxxXx.xxx.
g) XxxxxxxXx.xxx will receive Updates on the runtime, as they are made
available, at no charge, during the terms of this Agreement.
h) Provided IBM list a business partners on the ViaVoice homepage, and
XxxxxxxXx.xxx has signed an IBM Business Partner Agreement with IBM,
XxxxxxxXx.xxx will be afforded the same attribution rights as other IBM
Business Partners, subject to the terms of this Agreement.
i) A representative from IBM's Speech and Pen Systems will be a member of
the XxxxxxxXx.xxx advisory board for the initial term of this Agreement.
In the event IBM elects to terminate this Agreement pursuant to Section 11.2(a)
above, IBM's obligations under this Section 11(f); (g); (h) and (i) shall cease.
