0001193125-19-260136 Sample Contracts

CREDIT AGREEMENT dated as of October 1, 2019 CERENCE INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., CITIBANK,...
Credit Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of October 1, 2019 (this “Agreement”), among CERENCE INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.

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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 • Cerence 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 • Cerence 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 • Cerence 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 • Cerence 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 • Cerence 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 • Cerence 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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SUBSIDIARY GUARANTEE AGREEMENT dated and effective as of October 1, 2019 among The Subsidiaries of Cerence Inc. Named Herein and
Subsidiary Guarantee Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • New York

This SUBSIDIARY GUARANTEE AGREEMENT, dated as of October 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the “Subsidiary Guarantors”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, together with any successors and permitted assigns thereto, the “Administrative Agent”) for the Secured Parties.

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COLLATERAL AGREEMENT dated and effective as of October 1, 2019 among CERENCE INC., as Borrower, each Subsidiary Loan Party party hereto and BARCLAYS BANK PLC, as Collateral Agent
Collateral Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • New York

COLLATERAL AGREEMENT dated and effective as of October 1, 2019 (this “Agreement”), is among CERENCE INC. (the “Borrower”), each Subsidiary of the Borrower party hereto and BARCLAYS BANK PLC, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).

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