1
EXHIBIT 10.18
VRSoft License Agreement
Page 1 of 19
August 24, 1994
LICENSE AGREEMENT
This License Agreement (the "Agreement") is made and entered into this 7th day
of October, 1994 (the "Effective Date") by and between Dialogic Corporation
(hereinafter "Dialogic"), a corporation organized and existing under the laws
of the state of New Jersey, having its principal place of business at 0000
Xxxxx 00, Xxxxxxxxxx, XX 00000 and Voice Control Systems, Inc. (hereinafter
"VCSI"), a corporation organized and existing under the laws of the state of
Delaware, having its principal place of business at 00000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000.
WITNESSETH
WHEREAS, VCSI owns certain automatic speech rsecognition technology and
WHEREAS, VCSI and Dialogic wish to implement the speech recognition technology
on a PC-host; and
WHEREAS, this new implementation will require that VCSI develop downloadable
software; and
WHEREAS, this new implementation will require that Dialogic modify its hardware
to interface with the downloaded technology; and
WHEREAS, Dialogic is desirous of profiting from the use of the new
implementation;
WHEREAS VCSI is willing to grant a license to its technology to Dialogic as
hereinafter specified;
NOW, THEREFORE, in consideration of the mutual premises and covenants of the
parties hereto, the parties hereby covenant and agree as follows:
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ARTICLE I - DEFINITIONS
For the purposes of this agreement:
1.1 "Technology" shall mean all information relating to telephone channel
discrete, connected, and continuous utterance speaker-independent and
speaker-dependent voice recognition and voice verification, whether
already developed or developed hereunder, made, owned or discovered by
VCSI, including, but not limited to, software, hardware, firmware,
custom and semi-custom components, algorithms, know-how, trade
secrets, confidential information, source codes, object codes,
designs, plans, specifications, magnetic media or other form of
recorded information, except for such information which is generally
available to the public (including such information which is
available, with or without fee, from other vendors).
1.2 "VRSoft" shall mean that subset of Technology consisting of the object
code version of the Host based discrete voice recognition technology
and the associated interface software.
1.3 "Host" shall mean an ISA bus-based personal computer.
1.4 "Licensed Technology" means VRSoft and all Updates thereof, and all
Substantial Technological Changes licensed under Section 4.3.
1.5 "Updates" mean enhancements, refinements, and perfections of the
Licensed Technology other than Substantial Technological Changes.
1.6 "Affiliate" means any firm or entity of which fifty-one (51%) or more
of the voting shares or ownership interest is directly or indirectly
owned by, owns, or is under common ownership by one party to this
agreement.
1.7 "Substantial Technological Changes" shall mean ideas, inventions,
discoveries, and techniques which relate in any manner whatsoever to
significant technological advances in VRSoft that are of sufficient
originality, distinctness, and qualitative superiority as to
constitute more than mere Technological Improvements as herein defined
because they add significant new functions or substantially improved
performance. Any ideas, inventions, discoveries, and techniques
related to VRSoft other than Enhancements, which are made commercially
available to any customer within one year of execution of this
contract shall be deemed Technological Improvements.
1.8 "Technological Improvements" shall mean improvements, refinements or
perfections of the Licensed Technology as it embodies the
implementation and execution of telephone channel speaker-independent
speech recognition algorithms for discrete speech utterance input.
1.9 "Enhancements" shall mean any modification or addition which includes
continuous technology, alphabet vocabulary, speaker-dependent
technology, speaker verification technology, phonetic dictionary
technology, or word spotting technology.
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1.10 "Call Processing System" means equipment which includes at a minimum a
central processing unit, telephony interface and application software.
ARTICLE 2 - TERM
2.1 This agreement shall become effective on the Effective Date and extend
for a period of four years therefrom, and Dialogic shall have an
option to extend the term for an additional four years thereafter on
written notice to VCSI at least 30 days prior to expiration of the
initial term unless otherwise terminated according to the terms of
this agreement.
ARTICLE 3 - GRANT
3.1 VCSI grants to Dialogic a worldwide unrestricted royalty bearing
license to use, have used, reproduce, market, sub license, copy, sell
and distribute VRSoft; provided that the software only be sold,
licensed, or distributed on an OEM basis with the Dialogic D/41E, D41D
products and with other Dialogic DSP based derivatives of the D/41E
and D/41D at royalty payments defined herein.
3.2 VCSI retains the right to design, develop, market, sell, and
distribute a host-based multichannel recognition technology to vendors
of proprietary call processing systems and software that are not
configured with the components identified above, or as otherwise
stated in section 3.5
3.3 VCSI hereby consents to the use by Dialogic of its trademarks in
connection with the commercial exploitation and sale of Licensed
Technology only with the prior written approval of VCSI which will not
be unreasonably withheld.
3.4 VCSI reserves all rights for VRSoft which are not expressly granted in
this Agreement. Dialogic shall not reverse engineer, decompile,
disassemble or otherwise access the source code of VRobject.
3.5 VCSI grants the following exclusive rights to Dialogic for the
marketing, support, distribution and sale of VRSoft for a period
ending on the latter of (i) 18 months following Dialogic's Beta
release of VRSoft or (ii) 20 months following delivery of VRSoft
meeting the Phase I specifications set forth in Exhibit A. The
following conditions apply during the exclusive period:
A. VCSI agrees not to design, develop, market, sell or distribute
a host-based multi-channel recognition technology to vendors of
multi-channel telephony boards. Multi-channel telephony boards include
all call processing and telephony-based plug in boards designed for
two or more channels.
B. VCSI retains the right to design, develop, market, sell and
distribute a host-based multi-channel recognition technology to
InterVoice, Periphonics, Microsoft, Syntellect, and other vendors of
proprietary call processing systems and software that are not
configured with the components identified in 3.1 above.
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C. VCSI retains the right to design, develop, market, sell and
distribute a host-based single-channel recognition technology to
vendors of PC hardware components.
D. VCSI retains the right to sell its Quick Voice Product to any
customer.
ARTICLE 4 - OBLIGATIONS OF VCSI
4.1 In the event that any Updates pertaining to the Licensed Technology
become commercially available by VCSI, such Updates shall be furnished
to Dialogic under the terms of this Agreement without any further
compensation.
4.2 For the purposes of this clause, "Defect" shall mean a reproducible
error or a material discrepancy from the public specification, in
VRSoft that prevents or impairs its use. In the event that Dialogic
discovers a Defect, Dialogic shall notify VCSI in writing of the
evidence thereof. If Dialogic has notified VCSI of any such Defect, or
if VCSI otherwise discovers such Defect on its own, VCSI will use
reasonable efforts to correct such Defect within 60 days. The
foregoing shall be Dialogic's sole remedy for correction of such
Defects and VCSI's sole liability.
4.3 If Substantial Technological Changes are made by VCSI to VRSoft that
are not funded by a third party and are utilized by any other customer
of VCSI, VCSI shall immediately provide Dialogic with a copy and grant
Dialogic a license to use, have used, reproduce, market, sub license,
copy sell and distribute, in whole or in part, VRSoft with the
Substantial Technological Change on the same terms and conditions are
provided in this Agreement, except that the parties shall negotiate in
good faith the royalty to be charged for the use of such Substantial
Technological Change, which royalty shall in no case be higher than
the royalty charged, under similar terms and conditions, to other
licensees of the same Substantial Technological Changes. Pending
completion of such negotiations, Dialogic shall pay the lowest royalty
and other consideration paid by any other licensee of the same
Substantial Technological Changes.
4.4 All rights and licenses granted under or pursuant to this Agreement
(other than with respect to trademarks) by VCSI to Dialogic are, and
shall otherwise be deemed to be, for purposes of Section 365(n) of the
U.S. Bankruptcy Code, licenses of rights to "intellectual property"
as defined under Section 101 of the Bankruptcy Code. The parties agree
that Dialogic, as a licensee of such rights under this Agreement,
shall retain and may fully exercise all of its rights and elections
under the Bankruptcy Code. The parties further agree that, in the
event of the commencement of a bankruptcy proceeding by or against
VCSI under the Bankruptcy Code, Dialogic shall be entitled to a
complete duplicate of (or complete access to, as appropriate) any such
intellectual property and all embodiments of such intellectual
property, and same if not already in its possession, shall be promptly
delivered to Dialogic upon Dialogic's written request (i) upon the
commencement of any bankruptcy proceeding, unless VCSI elects to
continue to perform all of its obligations under this Agreement; or
(ii) if not delivered under (i) above, upon the rejection of this
Agreement by or on behalf of VCSI.
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August 24, 1994
4.5 Dialogic shall provide primary technical support to end users for
products that Dialogic sells. VCSI shall provide secondary technical
support to Dialogic during normal working hours for VRSoft.
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ARTICLE 5 - OBLIGATIONS OF DIALOGIC
5.1 Dialogic agrees to deliver the necessary software (firmware)
modifications on its D/41E and D/41D voice platforms, including two
channel and reduced cost derivatives, that will enable VRSoft.
In addition, Dialogic agrees to deliver the necessary software
(firmware) modifications on its D/41E and D/41D voice platforms,
including two channel and reduced cost derivatives, that will enable
the VCSI VRSoft Cut-Thru(TM) feature. These requirements and
modifications will be jointly defined by Dialogic and VCSI. Dialogic
will be responsible for costs associated with the required software
(firmware) change on its D/x1x boards.
The firmware modifications required to deliver both stages include without
limitation:
o Support for commands to start and stop speech samples
o Support for commands to send and stop sending echo cancelled speech
samples
o Support for a trigger command from a modified double-talk routine to
provide triggering for the Cut-Thru algorithm
o Support for commands to freeze the echo canceller and save filter
parameters
o Support for a command to restart the echo h filter adaptation
Cut-Thru will be implemented in two stages:
o The first stage will support 2 channels of Cut-Thru on the various
voice platforms indicated in Appendix A. This will be included in
Phase II of the VRSoft release
o The second stage will support the full four channels for certain
4-channel Dialogic platforms indicated in Appendix A. This requires
that the D/41 platforms be operated in a full duplex mode at the ISA
bus interface. This will be included in a subsequent release date to
be determined.
5.2 Dialogic agrees to use best efforts to sell VRSoft. Dialogic retains the
right to use, market, distribute, copy, make, and sell products that
may compete with VRSoft. However, should Dialogic market, sell,
distribute, copy, make, or use a product that competes with VRSoft
during the 18 month period beginning with the Dialogic Beta Release,
the exclusivity period outlined in Section 3.5 will be reduced to 12
months.
5.3 Dialogic and its Affiliates agree to comply in all material respects with
all United States laws or regulations, and laws and regulations of
foreign jurisdictions, if applicable, as they may exist from time to
time, regarding the subject matter of the License, in particular as to
export of the Licensed Technology.
5.4 Dialogic will have the sole liability to report and pay royalties on behalf
of all sub licensees. VCSI shall have the right to audit sub licensees
(on similar terms and conditions as its right to audit Dialogic).
Dialogic shall use a method to accurately track and report sales and
distribution of VRSoft. VCSI shall have the right to approve such
method prior to its implementation by Dialogic, such approval not to
be unreasonably withheld or delayed.
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VRSoft License Agreement
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5.5. Dialogic and its sub Licensees shall use a mechanism to prevent
unauthorized and unreported use of VRSoft; failure to do so will
constitute a material breach of this Agreement. VCSI and Dialogic
shall jointly define the VRSoft copy protection design.
5.6 Any software which either party licenses or acquires under this Agreement
for or on behalf of the United States of America, its agengies and/or
instrumentalities, is provided with Restricted Rights. Use,
duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c) (1) (ii) of the Rights
in Technical Data and Computer Software clause at DFARS 252.227-7013
or subparagraphs (c) (1) and (2) of the Commercial Computer Software
Restricted Rights at 48 CFR 52.227-19 as applicable
Contractor/manufacturer is Dialogic Corporation, 0000 Xxxxx 00,
Xxxxxxxxxx, XX 00000 or Voice Control Systems, 00000 Xxxxxx Xx, Xxxxx
000, Xxxxxx, XX 00000.
ARTICLE 6 - CONFIDENTIALITY
6.1 The parties agree that they will be bound by the provisions of the
Confidentiality Agreement attached hereto as Exhibit C. The terms of
this agreement are covered by that Confidentiality Agreement.
ARTICLE 7 - PAYMENT AND REPORTING
7.1 In consideration of the license granted to Dialogic for VRSoft. Dialogic
will pay VCSI a royalty on each sale by Dialogic or a Dialogic
Affiliate to a third party of VRSoft based on the following royalty
schedule:
During the first three years following Dialogic's Beta release of VRSoft,
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If Dialogic Sale Price then Royalty for VRSoft
Per Port of VRSoft is Per Port is
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Less than or equal to $* $*
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$* $*
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$* $*
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$* $*
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$* $*
--------------------------------------------------------------------------------
$* $*
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$* $*
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$* $*
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$* $*
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Greater than or Equal to $* $*
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* Confidential Treatment requested
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VRSoft License Agreement
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August 24, 1994
After the third year following Dialogic's Beta release of VRSoft,
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If Dialogic Sale Price then Royalty for VRSoft
Per Port of VRSoft is Per Port is
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Less than or equal to $* after Yr 3 $*
--------------------------------------------------------------------------------
$* $*
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$* $*
--------------------------------------------------------------------------------
$* $*
--------------------------------------------------------------------------------
$* $*
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$* $*
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$* $*
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$* $*
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$* $*
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$* $*
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Greater than or equal to $* $*
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Royalty Example:
If Dialogic sells four ports of VRSoft for $*; VCSI will be owed
$* for this sale if it occurs in the first three years following
Beta release or $* if it occurs after the third year following Beta
release.
7.2 In the event that VCSI licenses VRSoft to anyone else at a lower royalty
rate but otherwise under similar terms and conditions, VCSI will so
inform Dialogic and reduce the royalty payment to that of the lowest
of any other licensee.
7.3 For purposes of computing royalties, a unit shall be deemed sold when it is
invoiced or when shipped, whichever occurs first. Appropriate
adjustments in payments shall be made to reflect bona fide returns.
7.4 Royalties due and accrued hereunder shall be paid by Dialogic to VCSI
within thirty (30) days following the last day of each calendar month.
7.5 Dialogic shall furnish to VCSI a written statement within 30 days following
the last day of each calendar month, showing the amount of royalty due
on account of units sold during the corresponding period. Such
statement shall show details of sales of the Product, including number
sold, aggregate Net Invoice Value, and other relevant information.
7.6 VCSI shall have the right to have a duly accredited representative, who
shall be a certified public accountant, periodically inspect the
accounts and records of Dialogic, relating to sales of VRSoft, during
ordinary business hours only to a) verify any report or payment made
under this Agreement b) obtain information as to royalties or payments
due and payable in case of failure of Dialogic to report. The cost of
such inspection shall be borne by VCSI unless the inspections by VCSI
show deficiencies in either royalties paid or due VCSI by more than 3%
then Dialogic shall pay the reasonable costs of such inspection.
Inspections shall be made no more often than annually, and only upon
five (5) days prior notice to Dialogic.
* Confidential Treatment requested
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ARTICLE 8 - SUB LICENSING
8.1 Dialogic may grant sub licenses hereunder to Dialogic Affiliates at
terms and conditions not less favorable to VCSI than the terms and
conditions of this Agreement. Dialogic shall include all sales of
VRSoft by all sub licensees in Dialogic's reports to VCSI, and shall
pay periodic royalties to VCSI as though all such sales by sub
licensees were in fact made by Dialogic. Upon termination of this
Agreement, any and all sub licenses granted hereunder shall thereupon
automatically terminate, except as provided in section 10.2.
8.2 This Article shall not diminish Dialogic's right to authorize purchasers of
VRSoft to make copies of run time software. The right of any
purchasers of VRSoft to use VRSoft and to copy the run time software
shall survive termination of this Agreement for any reason.
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
9.1 VCSI represents and warrants that (a) it has the right to grant the
Licenses granted to Dialogic herein, (b) none of the Licensed
Technology infringes any patent, copyright, trademark, trade secret or
other intellectual property right held by any third party and (c) the
Licensed Technology is and will be free from Defects as defined in
Section 4.2 in design and will conform to and perform in accordance
with the Software Description set forth on Exhibit A hereto. The
Description of Software (Exhibit A) will be modified and re negotiated
at the conclusion of the Analysis Gate set forth in Exhibit B.
9.2 THE WARRANTIES IN SECTION 9.1 ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE OR GIVEN BY VCSI. VCSI'S AGGREGATE LIABILITY ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS
PAID BY DIALOGIC HEREUNDER. DIALOGIC ACKNOWLEDGES THAT VCSI HAS MADE
NO OTHER WARRANTY, EXPRESS OR IMPLIED, TO DIALOGIC AND THERE ARE
EXPRESSLY EXCLUDED FROM THIS WARRANTY ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VCSI SHALL HAVE
NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 10 - INTELLECTUAL PROTECTION INDEMNIFICATION
10.1 VCSI will defend and hold Dialogic and its affiliates and their end
users harmless and shall pay any resulting costs, damages, and
reasonable outside attorney fees that arise in connection with any
action brought against Dialogic, its Affiliates and their end users or
any of them, based on an allegation that any of the Licensed
Technology under normal use, manufacture, base of sale thereof,
infringes any
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intellectual property right conditioned on the following: (a) Dialogic
notifies VCSI in writing within ten (10) business days of its
knowledge of any obligation; and (b) VCSI is given sole control of the
defense and all related settlement negotiations and settlements
10.2 Should the Licensed Technology become, or in VCSI's opinion be likely
to become, the subject of a claim of infringement of such intellectual
property rights, Dialogic shall permit VCSI at its option and expense,
either to procure on a commercially reasonable basis for Dialogic the
right to continue use sell and market VRSoft; or; use reasonable
effort to replace or modify VRSoft with a version of the software that
is non-infringing; or if the above are not reasonably available to
VCSI, then VCSI shall refund to Dialogic all amounts paid to VCSI by
Dialogic hereunder, less one-fifth of such amounts for each year which
has passed from the delivery by VCSI to Dialogic of the software whose
use was enjoined, to the date upon which the use was enjoined.
10.3 Notwithstanding the foregoing, VCSI shall have no liability to
Dialogic with respect to any claim of infringement to the extent it is
based upon a claim that the application in which the product is used,
but not the Licensed Technology itself, violates the intellectual
property of any third party.
ARTICLE 11 - TERMINATION
11.1 If either party shall fail to fulfill any material obligations or
conditions hereof, or shall commit any breach or be in material
default in any way with regard to any of the provisions of this
Agreement, and such failure, breach or default shall not be cured
within sixty (60) days of written notice to the defaulting party by
the other party specifying the nature of the default, the aggrieved
party shall have the right to terminate this Agreement by giving
written notice of termination to the defaulting party, whereupon this
Agreement shall automatically terminate on the 60th day after such
termination notice is given. Either party shall have the right to cure
any such default up to but not after receiving notice of termination.
11.2 The license granted in 3.1, 3.2 and 3.3 shall remain in force after
termination of the Agreement as long as the remuneration specified in
7.1 and 7.2 have been made and continue to be made, but such license
shall only apply to the obligations of Dialogic to supply VRSoft to
customers which exist at the time of termination or which are incurred
within 3 months after termination. Furthermore, with respect to any
licenses remaining in force after the termination of this Agreement
provisions 7.3, 7.4, 7.5 and 7.6 shall remain in full force and
effect.
In the event such remuneration has not been made or Dialogic ceases to
make such remuneration, and in any event, once Dialogic has fulfilled
its case obligation to supply VRSoft to customers, then the license
shall cease and Dialogic shall return to VCSI all copies of the
Licensed Technology in its possession or in the possession of any of
its Affiliates.
ARTICLE 12 - GOVERNING LAW; DISPUTE RESOLUTION
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12.1 This Agreement is executed in the State of Texas and it is expressly
agreed by the parties hereto that it shall be construed and governed
by the laws of the State of Texas.
12.2 VCSI and Dialogic agree that any disputes between the companies
arising from this agreement will first be submitted in writing to a
panel consisting of two senior executives each of Dialogic and VCSI,
who will promptly confer in an effort to resolve the dispute. In the
event the executives are unable to resolve the dispute within 30 days,
either party may refer the dispute to mutually acceptable neutral
advisor for mediation. The cost of any such mediation shall be shared
equally by Dialogic and VCSI. Any disputes not resolved within 60 days
of the demand by either party for mediation may be submitted to the
courts for resolution.
ARTICLE 13 - FORCE MAJEURE
13.1 Neither party shall be liable to the other for failure on its part to
perform any term or provision of this Agreement, except the payment of
moneys due, when such failure is due to fire, flood, strike, or other
industrial disturbances, war, embargo, riot, insurrection, accident,
or other contingencies beyond the control of such party.
13.2 Notwithstanding anything contained in this Agreement to the contrary,
the obligations of the parties hereto shall be subject to all laws,
both present and future, of any government having jurisdiction over
the parties hereto and their business operations related to this
Agreement, and to orders, regulations, directions or requests of any
such government, or any department, agency or corporation thereof, or
any causes of like or different kind beyond the control of the
parties, and the parties hereto shall be excused from liability for
any failure to perform any obligation hereunder to the extent such
failure is caused by any such law, order, regulation, direction or
contingency.
ARTICLE 14 - NOTICES
14.1 Except as otherwise provided herein, all notices required hereunder
shall be in writing and shall be given by personal delivery, national
overnight courier service, or by U.S. Mail, certified or registered,
postage prepaid, return receipt requested, to the parties as stated
below or to any party at such other addresses as shall be specified in
writing by the parties. All notices shall be deemed effective upon
personal delivery, or three (3) days following deposit in the United
States Mail in accordance with this Article 14, or one (1) business
day following deposit with any national overnight courier service in
accordance with this Article 14.
If to Dialogic: Dialogic Corporation
0000 Xxxxx 00
Xxxxxxxxxx, XX 00000
Attn: Manager - Speech Products
Attn: Chief Financial Officer
If to VCSI: VCSI
00000 Xxxxxx Xxxx, Xxxxx 000
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Xxxxxx, Xxxxx 00000
Attn: V.P. Sales - Dialogic Channel
Attn: Controller
ARTICLE 15 - INDEPENDENT PARTIES
15.1 Nothing contained herein shall be deemed to create or be construed as
creating a joint venture or partnership between VCSI and Dialogic.
Neither party is, by virtue of this Agreement or otherwise, authorized
as an agent or legal representative of the other party. Neither party
is granted any right or authority to assume or create any obligation
or responsibility, expressed or implied, on behalf of or in the name
of the other party or to bind such other party in any manner. Further,
it is not the intention of this Agreement or of the parties hereto to
confer a third party beneficiary right of action upon any third party
or entity whatsoever, and nothing contained in this Agreement shall be
construed so as to confer upon any third party or entity other than
the parties hereto a right of action under this Agreement or in any
manner whatsoever.
ARTICLE 16 - MISCELLANEOUS
16.1 Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the parties hereto and supersedes any and all
prior or contemporaneous representations, understandings, and
agreements between VCSI and Dialogic with respect to the subject
matter hereof, all of which are merged herein.
16.2 Waiver. No waiver of any provision of the Agreement or any rights or
obligations of either party hereunder shall be effective, except
pursuant to a written instrument signed by the party or parties
waiving compliance, and any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.
16.3 Amendments. All amendments or modifications of the Agreement shall be
binding upon the parties despite any lack of consideration so long as
the same shall be in writing and executed by the parties hereto in
accordance with other terms of this Agreement regarding modifications.
16.4 Severability of Provisions. In the event that any provision hereof is
found invalid or unenforceable pursuant to judicial decree or
decision, the remainder of this Agreement shall remain valid and
enforceable according to its terms.
16.5 Attorney's Fees. In the event any litigation or other proceeding is
brought by either party in connection with this Agreement, the
prevailing party in connection with the proceeding shall be entitled
to recover from the other party all costs, reasonable outside
attorney's fees and other expenses incurred by such prevailing party
in this litigation.
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16.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
16.7 This Agreement and any rights and obligations may not be assigned by
either Dialogic or VCSI withiout the prior written approval of the
other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first appearing on page one above.
Dialogic Corporation: VCS
BY:/s/Xxxxxxx Xxxxxxxxx By:/s/Xxxxx X. Xxxxxx
-------------------- ------------------
Title: Executive Vice President Title: Chief Exeutive Officer
Date: 8/24/94 10/7/94
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EXHIBIT A
VRSoft(TM) Product Description
1.0 Product Description
VRSoft(TM) is a software-based discrete speech recognition product residing on
a host 80386 or 80486 PC and designed specifically for call processing
applications. VRSoft is designed to deliver 2 to 4 shared channels of Automated
Speech Recognition for call processing applications based on Dialogic 2 and 4
channel platforms. With the implementation of full-duplex ISA bus communication
in the Dialogic voice platform firmware, VRSoft will also feature Voice
Cut-Thru(TM).
1.1 Target Markets/Positioning Overview
VRSoft is positioned for low-density, lower cost systems hosting CPE-based
Voice Mail, Interactive Voice Response, or Unified Messaging applications.
These systems will typically be configured with 2-8 lines of voice resources
sharing 2 to 4 lines of VRSoft.
VRSoft is targeted to VARs and integrators desiring basic ASR features at a low
price. They will use ASR to: 1) simplify the user interface for these
applications; 2) add new functionality/features; and 3) penetrate low-DTMF
markets without burdening their system costs with expensive, additional
hardware. Other key positioning elements are:
o Multiple language capability
o Cut-Thru support for applications such as voice mail.
o Alphanumeric vocabulary support for auto attendant features
2.0 Dialogic Hardware and Software Compatibility
2.1 Hardware
VRSoft is designed to work with the following Dialogic hardware components:
o D/41E (Current) Phase I
o D/41D (Current) Phase II
o D/21D (Current) Phase II
o D/41D (Low Cost) Phase II
o D/21D (Low cost) Phase II
o D/21E (Current) Phase II
2.2 Software
VRSoft has Dialogic driver function call and API consistency with the current
VR/40.
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3.0 Maximum Channel Density
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Dialogic HW # Channels - no Channels with # Channels, with
Platform Cut-Thru(TM)* Cut-Thru(TM)* Cut-Thru(TM)
(Current Firmware) (Half Duplex Firmware) (Full Duplex Firmware)
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D/41D 4 n.a. n.a.
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D/21D 2 n.a. n.a.
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D/41D (Low Cost) 4 2 4
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D/21D (Low Cost) 2 2 2
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D/41E 4 2 4
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D/21E 2 2 2
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* Modifications required for firmware
4.0 Processor Requirements
VRSoft is configured as downloadable software residing on a 386/25MHz host
processor (minimum requirement for 2 channels with or without Cut-Thru) or
486/33 MHz host processor (minimum requirement for 4 channels, with or without
Cut-Thru). VRSoft will support these features while requiring less than 50% of
the processor in each case. NOTE: Minimum processor requirements to be
confirmed in beta trials with fully-operational Unified Messaging or
Interactive Voice Response Applications.
5.0 Resource Sharing (Phase II)
VRSoft provides 2 to 4 channels of a shared VR resource. This includes a system
running as many as 4 shared channels of fax resources on the D/41E or D/41D
(lower cost). For example:
o 2-D/41E cards can share 4 channels of VRSoft
o 1-D/41E card running 4 channels of fax can share up to 4
channels of VRSoft
6.0 Operating System Support
VRSoft will support the following operating systems in the following order:
o 1) DOS Phase I
o 2) DOS Phase II
o 3) UNIX Phase II
7.0 Vocabulary Support
o VRSoft will include all standard discrete, 16 word VCSI
vocabularies. (Phase I)
o VRSoft will include discrete word commands available in VCSI
vocabulary databases. (Phase I) (list to be provided)
o VRSoft will support discrete alphanumeric vocabularies
(royalty payments to be negotiated). (Phase II)
o VRSoft will support vocabularies generated through VCSI
products/services such as VBA (Vocabulary Building Application) and
Flexi-Vocabs (royalty payments to be negotiated). (Phase II)
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VRSoft License Agreement
Page 16 of 19
August 24, 1994
8.0 Copy Protection
VRSoft will be sufficiently copy-protected in a manner to be jointly defined by
Dialogic and VCSI. A security method identified by Dialogic and VCSI will be
implemented to prohibit unauthorized use of VRSoft.
9.0 Future Expansion
VRSoft provides future expansion to 6 and 8 channels given the development of
faster host processors. NOTE: Processor requirements and software
specifications for expansion to be defined at a later date.
10.0 Partial Schedule (complete schedule to be developed)
Phase I - Initial Release
This will constitute the Dialogic Beta release of VRSoft.
9/30/94 VCSI to complete an alpha driver load under DOS for VRSoft on
the D/41E. This load is to have sufficient operability to allow
application development and testing of the ASR software.
10/5/94 VCSI to provide final alpha load for VRSoft DOS drivers. This
load is to be fully-operational for 4-channels without Voice Cut-Thru
on the D/41E.
10/10/94 VCSI to provide fully-tested beta load for VRSoft DOS drivers.
This will be the final driver load that will be demonstrated to
customers.
11/7/94 VCSI to deliver first fully-tested, D/41E-based, 4-channel
version of VRSoft with DOS drivers. This version will not support
Cut-Thru. Copy protection and security methods must be defined and
implemented by VCSI and Dialogic prior to sale, sublicense or
distribution by Dialogic.
Phase II - Release
Schedule to be determined pending further Dialogic/VCSI technical
investigations and resource allocations.
Major feature of Phase II release include:
o Cut-Thru support,
o Board sharing as described in Section 5.0,
o Driver support for OS/2 and UNIX,
o Vocabularies described in Section 7.0,
o Support for all D/41D and D/21x versions in channel densities
identified in Section 3.0
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VRSoft License Agreement
Page 17 of 19
August 24, 1994
EXHIBIT B DEVELOPMENT SCHEDULE
The following table delineates the development schedules for Phase I.
------------------------------------------------------------------------------------------
STAGE GATE SCHEDULED
COMPLETION
------------------------------------------------------------------------------------------
Analysis - A report must be produced focusing on the processing September 30, 1994
power required of the host to perform VRSoft, the feasibility of
performing the tasks in OS/2, DOS and UNIX environments and the
impact VRSoft will have on the D/41E, D/41D
------------------------------------------------------------------------------------------
Design - this will include the host and voice board designs; the October 31, 1994
conclusion of this stage will be a design review with Dialoglic
SW personnel.
------------------------------------------------------------------------------------------
Development - The conclusion of the Development stage is the November 30, 1994
successful completion of IST testing.
------------------------------------------------------------------------------------------
First Customer Ship - December 15, 1994
------------------------------------------------------------------------------------------
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VRSoft License Agreement
Page 18 of 19
August 24, 1994
EXHIBIT C CONFIDENTIALITY AGREEMENT
By this Agreement CONFIDENTIAL INFORMATION is received for evaluation only and
is defined as meaning information identified as or relating to future product
and marketing plans (hereinafter referred to as THE PLANS) which is disclosed
in oral, written, graphic, machine recognizable, and/or sample form, by one
party to the other party, and which is clearly designated, labeled or marked as
confidential or its equivalent. In order for information disclosed orally to be
considered confidential it shall be confirmed in writing by the disclosing
party within thirty (30) days after such disclosure.
The parties hereby agree that for a period of two (2) years following the
effective date of this agreement, each shall (1) restrict dissemination of the
CONFIDENTIAL INFORMATION of the other party to only those employees who must be
directly in involved in evaluation of THE PLANS and (2) use the same degree of
care as for its own disclosure of the CONFIDENTIAL INFORMATION of the other
party with respect to the CONFIDENTIAL INFORMATION shall terminate.
During the term of this Agreement and notwithstanding the other provisions of
this Agreement, nothing received by either party shall be construed as
CONFIDENTIAL INFORMATION which is now available or becomes available to the
public without breach of this Agreement, is released in writing by the
disclosing party prior to such disclosure or is at any time developed by the
receiving party independently of any such disclosure or disclosures from the
disclosing party.
