EXHIBIT 10.12
TECHNOLOGY LICENSE AGREEMENT
This TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is to be effective as of
December 20, 1999 (the "Effective Date"), by and between XXXXXXXX MEDICAL
TRANSCRIPTION USA, INC., a Delaware corporation ("Licensor"), and APPLIED VOICE
RECOGNITION, INC., a Delaware corporation ("Licensee").
W I T N E S S E T H:
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WHEREAS, Licensee has developed certain software and programs for use in
general computer speech recognition fields and the medical transcription
industry (collectively, the "Technology"), which Technology is more particularly
described on EXHIBIT "A" attached hereto and incorporated herein;
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WHEREAS, Licensee has sold the Technology to Licensor pursuant to that certain
Asset Purchase Agreement dated effective as of the Effective Date by and among
Licensee, Licensor and others (the "Purchase Agreement");
WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to obtain
from Licensor, pursuant to the terms and provisions of the Purchase Agreement, a
perpetual, royalty-free, nonexclusive license to use the Technology;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Purchase Agreement, the receipt and adequacy of which
are hereby acknowledged by both parties, Licensor and Licensee agree as follows:
1. Grant of License. Subject to the terms and conditions hereof,
Licensor hereby grants to Licensee a perpetual, royalty-free, nonexclusive
license to use and develop the Technology.
2. No Conveyance of Ownership. Nothing in this Agreement shall give
Licensee or others any right, title, or interest whatsoever in and to the
Technology other than the rights expressly granted herein.
3. No Stand-Alone Use or Sale. Licensee hereby agrees that Licensee
shall be prohibited from using or selling the Technology for use in its current
state in a stand-alone mode. Licensee shall be entitled to incorporate the
Technology into any products designed, developed or created by Licensee, and
thereafter utilize such products in the course of Licensee's business.
4. No Third Party Beneficiary. The provisions of this Agreement are and
will be for the benefit of Licensor and Licensee and their respective successors
and assigns only and are not for the benefit of any third party. No third party
shall have the right to enforce the
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provisions of this Agreement or any other document executed and delivered
contemporaneously herewith.
4. Use Not Required. Nothing contained in the Agreement or any other
agreement is intended to require Licensee to use the Technology in connection
with Licensee's business.
5. Compliance with Laws. The use of the Technology by the parties hereto
shall at all times be in compliance with all applicable laws and governmental
regulations.
6. Modification to Technology. Licensor shall be entitled to modify the
Technology at Licensor's discretion. Licensor shall not be obligated to provide
Licensee with any updates, modifications or subsequent versions of the
Technology or with any technical support with respect to the Technology.
Licensee shall be entitled to modify the Technology in Licensee's discretion.
All such modifications and improvements of the Technology shall be the sole and
exclusive property of the Licensee.
7. Assignment. This Agreement may not be assigned by Licensee without
the prior written consent of Licensor; provided however, that Licensee may
assign this Agreement, the license granted hereunder, or any of Licensee's
rights hereunder without the prior consent of Licensor if such assignment is
made in conjunction with a sale to a third party of (i) all or substantially all
of Licensee's assets relating to its transcription business, or (ii) the assets
of Licensee related to Licensee's "Virtual Physician Network". This Agreement
shall inure to the benefit of the permitted successors and permitted assigns of
either party hereto.
9. Notices. All notices to be given under this Agreement shall be made
and delivered pursuant to the terms of the notice provisions of the Purchase
Agreement.
10. Miscellaneous.
(a) The provisions contained herein constitute the entire agreement
between the parties, and supersedes any and all prior written or oral
agreements. Any change, amendment, or modification of this Agreement must be in
writing and executed by both parties.
(b) This Agreement shall be governed and construed in accordance with
the internal laws, and not the laws governing conflicts of laws, of the State of
Texas.
(c) If any provision of this Agreement is found to be unlawful, void,
or unenforceable, then that provision shall be severed from this Agreement and
will not affect the validity and enforceability of any of the remaining
provisions.
(d) This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement.
[REST OF PAGE INTENTIONALLY LEFT BALNK]
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EXECUTED this ____ day of January, 2000, to be effective as of the
Effective Date.
LICENSOR:
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XXXXXXXX MEDICAL
TRANSCRIPTION USA, INC.
By: ________________________________
Name:_______________________________
Title:______________________________
LICENSEE:
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APPLIED VOICE RECOGNITION, INC.
By: ______________________________________
Xxxxxxx X. Xxxxxxxx, Chairman of the
Board
Signature Page to
Technology License Agreement
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