0001193125-19-260133 Sample Contracts

TRANSITION SERVICES AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and CERENCE OPERATING COMPANY Dated as of September 30, 2019
Transition Services Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Operating Company, a Delaware corporation (“Cerence Subsidiary”).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019
Separation and Distribution Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF SEPTEMBER 30, 2019
Tax Matters Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), and Cerence Inc., a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each, a “Company”).

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INTELLECTUAL PROPERTY AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019
Intellectual Property Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

INTELLECTUAL PROPERTY AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Nuance”), and CERENCE INC., a Delaware corporation (“SpinCo”).

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TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019
Transitional Trademark License Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

TRANSITIONAL TRADEMARK LICENSE AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Licensor”), and CERENCE INC., a Delaware corporation (“Licensee”).

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EMPLOYEE MATTERS AGREEMENT By and Between NUANCE COMMUNICATIONS, INC. and CERENCE INC. Dated as of September 30, 2019
Employee Matters Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo” and, together with Nuance, the “Parties”).

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