EXHIBIT 10.11
AMENDMENT II TO VALUE ADDED RESELLER AGREEMENT
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This AMENDMENT II TO VALUE ADDED RESELLER AGREEMENT (this "Amendment"), is
executed this 7th day of January, 2000, to be effective as of December 20, 1999
(the "Effective Date"), by and between APPLIED VOICE RECOGNITION, INC., a
Delaware corporation doing business as ▇-▇▇▇▇.▇▇▇ ("VAR"), and LERNOUT & HAUSPIE
SPEECH PRODUCTS, N.V., a Belgium company ("L&H").
W I T N E S S E T H:
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WHEREAS, VAR and L&H executed that certain Value Added Reseller Agreement
dated September 30, 1998 (the "Original VAR Agreement"), whereby L&H granted to
VAR certain rights relating to dictation software programs relating to the
medical field which were developed and licensed by L&H, which Original VAR
Agreement was amended pursuant to the terms of that certain Amendment I to Value
Added Reseller Agreement dated to be effective as of September 30, 1998 (the
"First Amendment; the Original VAR Agreement and the First Amendment are
hereinafter collectively referred to as the "VAR Agreement");
WHEREAS, VAR and L&H desire to further amend the VAR Agreement to allow VAR
to sell the Software (as defined in the VAR Agreement) directly to its customers
without any additional development by VAR and to extend the term of such VAR
Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and in the VAR Agreement, and other good and valuable
consideration, the sufficiency of which are hereby acknowledged, VAR and L&H
hereby agree to the following:
1. CAPITALIZED TERMS. All capitalized terms used herein but not otherwise
defined shall have the same meaning as set forth in the VAR Agreement.
2. GRANT OF LICENSE.
(i) Section 3.1 of Article III: Grant of License is hereby deleted in its
entirety and the following provision is inserted in its place:
"3.1 In consideration for the payments made under this Agreement, L&H
hereby grants to VAR and VAR accepts from L&H, a worldwide, non-exclusive,
non-transferable license, subject to all applicable terms hereof, to sell,
distribute or give to End Users copies of the Software and the Services
Software in stand-alone form."
(ii) ADDENDUM A to VAR agreement is hereby deleted in its entirety and
replaced with ADDENDUM A attached hereto.
(iii) ADDENDUM C to VAR Agreement paragraph 2 a) is amended to add:
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Software SRP VAR Discount VAR Price
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(royalty)
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L&H Voice Xpress Medical $799 50% $399.50
Specialty Edition
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3. RELEASE OF OBLIGATIONS. Notwithstanding any terms or provisions in the
VAR Agreement to the contrary, L&H hereby waives and releases all requirements
of VAR to (i) incorporate the Software into VAR Products or (ii) develop VAR
Products. All prohibitions in the VAR Agreement against sale or distribution of
the Software or the Services Software not in connection with a VAR Product are
hereby waived by L&H.
4. TERM. The first sentence of Section 8.1 of the VAR Agreement shall be
amended by deleting the reference to "December 31, 1999" and inserting in its
place a reference to "December 31, 2000." From and after the Effective Date of
this Agreement, all other references in the VAR Agreement to December 31, 1999
shall automatically be deemed to mean December 31, 2000.
5. SERVICE FEES. Section 3(a)(i) of Addendum C to the VAR Agreement is
hereby deleted in its entirety.
6. NO FURTHER AMENDMENT; AGREEMENT CONTROLLING. Except as provided
herein, all other terms and provisions of the VAR Agreement shall remain in full
force and effect. To the extent that the terms of this Amendment conflict with
the terms of the VAR Agreement, the terms and provisions of this Amendment shall
control.
7. GOVERNING LAW. This Amendment shall be governed by the laws of the
State of Texas.
8. SUCCESSOR AND ASSIGNS. The terms and provisions of this Amendment
inure to the benefit of, and shall be binding upon, the successors and assigns
of the parties hereto.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED this 7th day of January, 2000, to be effective as of December 20,
1999.
VAR:
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APPLIED VOICE RECOGNITION, INC., a Delaware
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman of
the Board
L&H:
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LERNOUT & HAUSPIE SPEECH
PRODUCTS, N.V., a Belgium company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President Finance
Signature Page
To
Amendment II to Value Added Reseller Agreement
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ADDENDUM A
SOFTWARE FUNCTIONAL SPECIFICATION
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L&H Voice Express Medical Specialty Edition
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