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EXHIBIT 10.14
VOXWARE, INC. AND ELOQUENT
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is entered into as of June 30,
1997, by and between VOXWARE, INC. ("Licensor"), a Delaware corporation, with
its principal place of business at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 and ELOQUENT ("Licensee"), a Delaware corporation with its principal place
of business at 0000 Xxxxxxx xx xxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000.
1. GRANT OF LICENSE.
(a) Licensor hereby grants to Licensee, on the terms and subject to the
conditions and limitations hereinafter set forth, a non-exclusive,
non-transferable license to Use the Licensed Programs in (and only in) the
software products described in SCHEDULE A hereto (such products when merged with
or incorporating the Licensed Programs shall be referred to as the "Software
Products"). Use of the Licensed Programs in any product other than the Software
Products is hereby prohibited, unless prior written consent is obtained from
Licensor. The license granted hereunder shall not be deemed to authorize
Licensee to change or modify in any way any Licensed Program.
(b) For purposes of this Agreement, "Licensed Programs" means those computer
software programs listed in SCHEDULE B hereto (as well as any Updates thereof
furnished by Licensor pursuant to the terms of this Agreement), in machine
readable binary image format, as well as any related material, whether in
machine readable, printed or other form, including but not limited to
instructional and operations manuals. The term Licensed Program includes all or
any portion of a Licensed Program incorporated in another program, whether in
machine readable, printed or other form. The term Licensed Program does not
include source code in any form.
(c) For purposes of this Agreement "Use" means (i) transferring any portion of
any Licensed Program from storage units or media into equipment for processing,
whether by electronic, mechanical or other means; (ii) utilizing any portion of
any Licensed Programs in the course of developing the Software Products; (iii)
merging and/or incorporating any Licensed Programs in machine readable form into
the Software Products; or (iv) developing, improving, manufacturing,
reproducing, marketing and licensing to third parties, directly and through
authorized resellers, OEMs and licensees of Licensee the Software Products
containing the Licensed Programs. "Use" also means referring to any
instructional or operational manual included in the definition of Licensed
Programs for the purpose of understanding or operating the Licensed Programs.
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(d) For purposes of this Agreement Licensee is restricted to the specific
corporation, or division thereof, designated as "Licensee" at the outset of this
Agreement. Licensee does not include any affiliate of Licensee (i.e., any person
which controls, is controlled by or under common control with Licensee). If the
designated Licensee is a division of a corporation, Licensee does not include
any other division or part of the said corporation.
2. CONDITIONS OF LICENSE.
(a) The license granted hereunder shall expire or terminate upon the expiration
or termination of this Agreement as set forth in, and subject to the terms of,
Section 14 hereof.
(b) The license granted hereunder may under no circumstances be transferred,
assigned or sublicensed by Licensee (except to sublicensees of the Software
Products as contemplated hereby).
(c) Under no circumstances shall Licensee be deemed the owner of a copy of the
Licensed Programs within the meaning of Section 117 of the Copyright Act of 1976
(as amended).
3. PRICE.
(a) The license fee and royalties for the Licensed Programs for the initial term
and for each renewal term, if any, hereof shall be as set forth in SCHEDULE C
hereto.
(b) Any applicable sales, use, personal property, excise or other taxes (other
than income or corporate franchise taxes) will be added to the license fee.
4. TERMS OF PAYMENT, RECORDS AND AUDITS.
(a) Unless otherwise set forth on SCHEDULE C hereto or in Section 4(c) below,
Licensor will invoice Licensee for the license fee. Payment is due within thirty
(30) days of the date of the invoice.
(b) No later than the 60th day of the month following each calendar quarter,
Licensee will deliver to Licensor a report itemizing the Sales Receipts and
number of units of the Software Products shipped or otherwise delivered to
customers during the previous quarter and the royalties and/or license fees (if
any) due. Sales Receipts shall be defined as actual cash receipts from the
license, sale or other distribution of the Software Products (exclusive of
sales, use, excise and other taxes) less the amount of any credits or refunds
for returns. In the event such report shows a credit balance in Licensee's
favor, Licensee shall deduct such amount from future royalties. With respect
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to any payments received by Licensee from its customers in currency other than
U.S. Dollars, the exchange rate as published in the Wall Street Journal on the
date each such payment is received by Licensee shall be used in calculating the
royalties payable to Licensor hereunder. Licensor shall be entitled to receive
copies of all ongoing shipping reports from Licensee.
(c) No later than the 60th day of the month following each calendar quarter,
Licensee shall remit payment in U.S. Dollars for all royalties accrued during
that quarter.
(d) For at least two (2) years after the relevant shipments, Licensee will
retain records adequate for Licensor to verify the accuracy of Licensee's
reports and payments. Licensor shall have the right to audit and copy such
records upon not less than five (5) days prior notice to Licensee, such audit to
be performed by such auditors as Licensor shall desire in its sole discretion.
In the event that any such audit shall reveal a deficiency in royalty payments,
then Licensee shall immediately pay to Licensor the total amount of said
deficiency plus interest at the rate set forth in paragraph 4(e) below. In the
event such deficiency is equal to five percent (5%) or more of the royalties set
forth in the most recent royalty report, or if Licensee is in default hereunder,
then Licensee shall also pay to Licensor the cost of such audit. The provisions
of this paragraph 4(d) shall survive expiration or termination of this License
Agreement.
(e) Interest shall accrue on all amounts past due hereunder, including
royalties, at the monthly rate of one and one-half percent (1-1/2%) or at the
maximum legal rate, whichever is less. Nothing contained in this paragraph shall
be deemed a waiver of the termination provisions of this License Agreement in
the event of Licensee's default hereunder.
5. INSTALLATION.
(a) It is the Licensee's responsibility, without charge to Licensor, to
incorporate the Licensed Programs, defined in SCHEDULE B, into the Software
Products in accordance with documentation supplied by Licensor.
(b) It shall be the responsibility of Licensee to install the Licensed Programs
at its own expense.
6. ACCEPTANCE.
Licensee has evaluated the Licensed Programs prior to the date hereof. The
execution of this Agreement is evidence of Licensee's acceptance of the Licensed
Programs.
7. PROPRIETARY RIGHTS.
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(a) Title to the Licensed Programs shall at all times remain exclusively with
Licensor. Licensee acknowledges that the Licensed Programs, and the original and
any copies thereof, in whole or in part, and all copyright, patent, trade
secret, trademark and other intellectual property and proprietary rights which
now or hereafter may exist therein, are owned by and remain the exclusive
valuable property of Licensor and embody substantial creative efforts, ideas and
expressions. Under no circumstances shall Licensee attempt, or permit others to
attempt, to decompile, disassemble or otherwise reverse engineer the Licensed
Programs.
(b) Licensee shall include, and shall not alter or remove, any applicable
copyright, patent, trade secret, trademark or other proprietary notices on all
copies (in whatever form) of the Licensed Programs and the packaging in which
they may be contained.
(c) The parties hereby acknowledge that this Agreement establishes a
relationship of confidentiality between them, and Licensee acknowledges that the
Licensed Programs are furnished by Licensor on a confidential basis. Unless
otherwise agreed to in writing by Licensor, Licensee shall limit access to the
Licensed Programs to its employees and agents and subcontractors under
commitments of non-disclosure and on a need-to-know basis only. Such access
shall be solely for the purpose of enabling Licensee to Use the Licensed
Programs for the limited purposes set forth in this Agreement.
(d) Licensee shall take all reasonable steps to safeguard the Licensed Programs
to assure that no unauthorized persons have access to them and that no person
authorized to have access to any of them takes any action with respect thereto
which is herein prohibited. Licensee shall promptly report to Licensor the
taking of any prohibited action with respect to any Licensed Program of which
Licensee becomes aware and shall take such further steps as may reasonably be
requested by Licensor to prevent such action.
8. EXCLUSIVE LIMITED WARRANTY AND REMEDY.
(a) Licensee, acknowledges that Licensed Programs are of such complexity that
they may contain inherent defects and the mere existence thereof shall not
constitute a breach of this warranty. Licensor warrants that the Licensed
Programs will upon delivery substantially conform to the description thereof set
forth in the pertinent user manuals and Specifications set forth in SCHEDULE D.
(b) As the sole and exclusive remedy for breach of the warranty contained in the
preceding subparagraph, Licensor will provide the support services set forth in
paragraph 12 hereof
(c) Licensees exclusive limited warranty provided for in this Section 8 shall
not apply to damage or deficiencies to the Licensed Programs resulting from
accident,
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alteration, modification, foreign attachments, misuse, tampering, negligence,
improper maintenance, abuse or failure to implement any Updates furnished
pursuant to this Agreement.
(d) Licensor reserves the right to make substitutions and modifications in the
Licensed Programs, provided that such substitutions or modifications will
improve performance of the Licensed Programs.
9. DISCLAIMER OF ALL OTHER WARRANTIES.
EXCEPT FOR THE EXPRESS WARRANTY STATED IN PARAGRAPH 8 ABOVE, LICENSOR
GRANTS NO WARRANTIES WITH RESPECT TO THE LICENSED PROGRAMS, EITHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTY, AND THE REMEDY PROVIDED FOR
BREACH THEREOF, ARE IN LIEU OF ALL OTHER LIABILITIES OR OBLIGATIONS OF LICENSOR
(WHETHER SUCH LIABILITIES OR OBLIGATIONS WOULD ARISE UNDER THIS AGREEMENT OR
OTHERWISE BY OPERATION OF LAW) FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, INSTALLATION, USE OR PERFORMANCE OF THE LICENSED
PROGRAMS.
10. LIMITATION OF LIABILITY.
(a) IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT
NOT LIMITED TO CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY IN TORT
OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF LICENSOR HAS NOTICE
OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING
ANY DETERMINATION THAT THE EXCLUSIVE REMEDY REFERRED TO IN SUBPARAGRAPH 8(b)
ABOVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) Without limiting the effect of the preceding subparagraph, except with
regard to its obligations under Section 11 below, Licensor's maximum liability,
if any, for damages (including but not limited to liability arising out of
contract, negligence, misrepresentation, strict liability in tort or warranty of
any kind) shall not exceed the allocable portion of the fees paid by the
Licensee for the Licensed Program(s) involved during the preceding twelve (12)
months.
(c) Licensor shall under no circumstances be liable to Licensee for damages
arising out of any claim (including, but not limited to, a claim for personal
injury or property
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damage) made against Licensee by any other person or party arising out of
Licensee's activities.
(d) Licensee shall, at its cost and expense, defend, indemnify and hold Licensor
harmless from and against any claim (including, but not limited to, a claim for
personal injury or property damage) by any other person or party arising out of
or in connection with the use of the Licensed Programs to perform Licensee's
applications, regardless of whether such claim is founded in contract, tort or
warranty. The foregoing sentence shall not be applicable to the extent the
Licensed Programs are the only subject of such claim.
11. PATENTS AND COPYRIGHTS.
(a) Licensor will defend and indemnify Licensee against any claim that Licensed
Programs delivered hereunder, or the use thereof, constitute an infringement of
a currently effective United States, European or Japanese patent, copyright
trade secret or other intellectual property right. Licensees obligations
hereunder will only apply if Licensee notifies Licensor promptly in writing as
to any such claim; gives Licensor the right to contraband direct the
investigation, preparation, defense, trial and settlement of each such claim;
and provides Licensor with information deemed necessary by Licensor or its
counsel in connection with the foregoing. Licensee agrees to cooperate fully
with Licensor in the defenses and/or settlement of each such claim. If Licensor
receives notice of an alleged infringement or if the use of Licensed Programs is
prevented based on an alleged infringement, Licensor will have the right at its
option, to obtain for Licensee the right to continued use of any such Licensed
Programs; substitute other comparable programs that deliver equivalent or better
functionality and performance; or replace or modify such Licensed Programs or
their design so that they are no longer infringing. If, in Licensees opinion,
none of the foregoing alternatives is reasonably available to Licensor, then
Licensor may remove such Licensed Programs and refund any license fees paid by
Licensee for the current term of this Agreement on a prorated Basis. In no event
shall Licensees liability under this paragraph (excluding Licensees outside
counsel fees and internal costs) exceed the allocable amount paid by Licensee to
Licensor for the Licensed Program(s) which includes the alleged infringement.
The foregoing states the entire liability of Licensor with respect to
infringement of any patents, copyrights or other intellectual property rights by
Licensed Programs.
(b) Licensees obligation contained in the preceding subparagraph does not extend
to any suit or proceeding which is based upon a patent claim covering a
combination of which any Licensed Program licensed under this Agreement is
merely an element of the claim combined with other devices or elements not
acquired hereunder unless (and only to the extent) Licensor is a contributory
infringer, nor does it extend to use of any Licensed Program in a manner not
permitted or contemplated in Licensor's published documentation.
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12. SUPPORT SERVICES.
(a) Licensor may, at such time as Licensor deems appropriate, distribute Updates
to licensee. Updates consist of such corrections and modifications of Licensed
Programs or portions thereof which are backward compatible with the VCT, in
machine readable binary image format, as Licensor deems appropriate and which
Licensor distributes generally to its other licensees and which perform the same
or substantially similar functions as the Licensed programs. Licensee shall use
reasonable commercial efforts, upon receipt of any Update, to implement its use
such that it replaces entirely any previous version of the Licensed Programs or
portion thereof to which the Update applies. Upon implementation, an Update
shall constitute a Licensed Program and shall be subject to all the terms,
conditions and limitations of this agreement. If Licensee fails to implement the
use of any Update, Licensor will be under no obligation to furnish any further
support services under this Agreement after 180 days, and if Licensor chooses to
honor Licensee's request for such services, any and all costs incurred to
correct errors in any previous version of Licensed Programs will be borne by
Licensee.
(b) Licensor will use reasonable commercial efforts to correct any error in
Licensed Programs identified by Licensee in writing, such that the Licensed
Programs materially conform to the documentation and specifications. An error
will be deemed to exist if, and only if, the Licensed Program substantially
deviates from the description thereof in the pertinent user manual. If an error
is, in the opinion of Licensor, not reasonably capable of correction, Licensor
will use reasonable commercial efforts to advise Licensee on methods of avoiding
or overcoming the error.
(c) Licensor will use reasonable commercial efforts to answer Licensee's
questions relating to the use, application and functioning of Licensed programs.
Licensor makes no representations or guarantees with respect to the results to
be achieved by virtue of the services described in this paragraph.
(d) Support fees due to Licensor shall be as set forth in SCHEDULE C hereto.
13. EXCLUSIONS.
(a) Licensees obligation to provide support services hereunder is conditioned
upon the proper use of the Licensed Programs and does not cover Licensed
Programs that have been (i) modified without Licensees approval, (ii) used
contrary to Licensees instructions or (iii) serviced by anyone other than
Licensor (other than installation and any other services Licensee is required to
perform hereunder). Licensor will not be obligated to furnish service hereunder
if the need for such service arises from hardware malfunction, user error,
conditions correctable by reference to available documentation or malfunction of
programs not furnished by Licensor.
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(b) If service is requested by Licensee and furnished by Licensor as a result of
any of the causes specified in the preceding subparagraph, Licensee will be
obligated to pay for such service at Licensees standard rates then in effect for
time, materials and pre authorized travel, if any.
14. TERM.
(a) This Agreement shall have an initial term of one (1) year commencing on the
date first set forth above in this Agreement and shall automatically renew for
successive terms of one (1) year each unless Licensee provides written notice of
non-renewal to Licensor at least ninety (90) days prior to the expiration of the
then current term. If applicable, renewal fees are due within 30 days of the
commencement of any renewal year. Licensee shall also have the right to
terminate this Agreement at any time upon ninety (90) days written notice, after
the $20,000.00 nonrefundable Initial License Fee has been paid (and any
royalties or other fees accrued shall also be paid).
(b) Either party may terminate this Agreement, 30 days after delivering written
notice to the other party, in the event the other party breaches any of its
material obligations under this Agreement unless such breach is cured within
said 30 day period.
(c) Licensee's obligation to pay Licensor amounts due hereunder shall survive
any expiration or termination of this Agreement.
(d) Upon the termination, or expiration of this Agreement, Licensee shall
permanently discontinue the Use of the Licensed Programs and the Software
Products containing the Licensed programs. Within thirty (30) days after
Licensee has permanently discontinued the use of any Licensed Programs or
immediately upon the termination or expiration of this Agreement, Licensee shall
return to Licensor the original and all copies (whether whole or partial) of the
Licensed Programs in any form (other than copies incorporated in the Software
Products already produced and existing, and one additional copy for support
purposes only) and shall certify in writing to Licensor that it has done so.
15. ATTRIBUTION AND LEGENDS.
Licensee agrees to display Licensor's logo and trademarks in context appropriate
places to be selected by Licensee within the Software products. Further,
Licensee agrees to place notice of any copyright and patent protection or other
proprietary legend requested by Licensor within the Software Products.
16. ADVERTISING.
Licensee agrees that Licensor may mention this License Agreement in sales
presentations. Licensor also may mention this License Agreement in collateral
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materials consisting of sell sheets, brochures, packaging and related marketing
materials with the prior consent of Licensee, which consent will not be
unreasonably withheld. Licensor shall, in connection with its activities under
this paragraph 16, ensure that all trademarks and copyrights pertaining to
Licensee will be observed. Licensee recognizes the great value of the good will
associated with Licensees trademarks and the identification of the Software
Products with the trademarks. Therefore, Licensee shall submit to Licensor for
prior approval (a) samples of all Software Products which Licensee proposes to
offer for sale under Licensees trademarks and (b) samples which bear Licensor's
trademarks and which are to be used in connection with the Software Products.
Both parties may issue a press release subject to the approval of the other
party announcing the relationship and intended benefits and Use of the Licensed
Programs within the Software Products defined herein.
In addition to the foregoing, the parties shall issue a joint press release
within thirty (30) days of execution hereof, announcing the relationship and
intended benefits and Use of the Licensed Programs within the Licensee's
Products defined herein, and containing a quote from a senior executive of
Licensee stating that Licensee has chosen Licensor's technology because it
provides the best solution for transmitting high quality voice over bandwidth
constrained environments.
Licensee shall also issue a press release upon shipment of the Software
Products, containing a statement announcing that the Software Products contain
technology licensed from Licensor.
17. GENERAL.
(a) This Agreement will not be binding upon either party until signed by
Licensee and an authorized officer of Licensor.
(b) Licensee may not assign this Agreement without the prior written consent of
Licensor.
(c) This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey. Without limiting the foregoing, this Agreement
shall be governed by the Uniform Commercial Code. The transaction which is the
subject matter of this Agreement shall be deemed to be a "transaction in goods"
and the Licensed Programs shall be deemed to be "goods" within the meaning of
the said statute, notwithstanding that this Agreement grants a license, that no
sale of Licensed Programs is contemplated and that title to the Licensed
Programs is retained by Licensor. To the extent, if any, that services are
provided in connection with this Agreement, such services shall be deemed
incidental to the provisions of "goods."
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(d) No failure or delay on the part of either party in exercising any right or
remedy provided in this Agreement shall operate as a waiver thereof; nor shall
any single or partial exercise of or failure to exercise any such right or
remedy preclude any other or further exercise thereof or the exercise of any
other right or remedy under this Agreement.
(e) Any notice required or permitted under this Agreement shall be in writing
and shall be sent to the appropriate address shown on the first page hereof
(unless notice of a changed address has been given) by telecopier and confirmed
via mail; telegram, private overnight courier service or registered or certified
airmail, return receipt requested, with postage prepaid.
(f) Licensees performance hereunder is subject to force majeure, including but
not limited to wars, riots, failure of contractors and subcontractors to
perform, strikes, labor disturbances, acts of God, fires, floods, explosions,
civil disturbances, inability to obtain required material or transportation, and
acts of governmental authorities.
(g) Licensee, acknowledges that the Licensed Programs are subject to the export
control laws add regulations of the U.S.A., and any amendments thereof. Licensee
confirms that it will not knowingly export or re-export the Licensed Programs,
directly or indirectly, in violation of any applicable law or regulation of the
United States or any other country.
(h) Paragraph headings herein are for convenience only and do not control or
affect the meaning or interpretation of any terms or provisions of this
Agreement.
(i) This Agreement (including any schedule hereto) supersedes all prior
agreements and understandings between the parties, whether written or oral,
related to the subject matter and is intended by the parties as the complete and
exclusive statement of the terms of their Agreement.
(j) No modification, addition to, or waiver of any of the terms of this
Agreement (including any schedule hereto) shall be effective unless in writing
and signed by an authorized officer of Licensor. Under no circumstances shall
the terms of any purchase order submitted by Licensee to Licensor, whether
before or after the execution of this Agreement, be deemed binding upon
Licensor. If any of the provisions of this Agreement are invalid under any
applicable statute or rule of law, they are, to that extent, deemed omitted.
(k) No action to enforce any claim arising out of or in connection with the
transaction which is the subject matter of this Agreement shall be brought by
either party against the other more than three (3) years after the cause of
action has occurred.
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(l) Licensor may, in its discretion, delegate all or any portion of its
obligation to perform services hereunder to an agent or subcontractor. In the
event Licensor does so, references to Licensor in this Agreement shall be deemed
to refer, in the alternative, to such agent or subcontractor.
AGREED TO AND ACCEPTED BY:
VOXWARE, INC. (LICENSOR)
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice President and
Chief Financial Officer
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AGREED TO AND ACCEPTED BY:
ELOQUENT (LICENSEE)
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By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
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SCHEDULE A
SOFTWARE PRODUCTS
The Software Products shall consist solely of the following: Eloquent Author,
Eloquent Client/Server or Web Server, and Eloquent CD.
Eloquent/Client-Server or Web Server lets Windows and Macintosh users
find and play Infomedia presentations across industry-standard networks and
corporate intranets.
Eloquent/CD lets users view Infomedia talks in remote offices or on the
road from a CD-ROM without the need for a network connection. Large companies
can provide employees in remote locations with the same self-paced viewing
capabilities of Eloquent/Client-Server in situations where the corporate
intranet is not available.
Eloquent/Author lets companies create their own Infomedia production
facility. Eloquent/Author includes all of the tools necessary to transform video
tapes of presentations into complete Infomedia talks that can be distributed
through client-server access or CD-ROMS. Eloquent/Author is scheduled for
release in the second half of 1997.
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SCHEDULE B
LICENSED PROGRAMS
Subject to Paragraphs C and D of Schedule C, the Licensed Programs shall consist
solely of the following:
1. RT29HQ Codec - Embodied in the Voxware Compression Toolkit (VCT) for Real
Time speech compression. It shall consist of the release version of Voxware's
2,977bps codec, known as RT29HQ. Delivery for Intel platform shall be in the
form of Windows 95, Windows NT, and Windows 3.1 dynamic link libraries. Delivery
for Macintosh platform shall be in the form of static libraries compiled for the
Power PC CPU using the latest Metrowerks compiler. Licensee is licensed to Use
the RT29HQ Codec for speech compression and decompression only. Other features
of Licensor's technology such as time scaling, pitch shifting and personality
transformation are not included in this license. The next VIPT 1.50 Update will
be available on September 30, 1997 on the platforms specified above.
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SCHEDULE C
PRICE/FEES
A. INITIAL LICENSE FEE.
The nonrefundable Initial License Fee due to Licensor for the rights granted
hereunder during the Term of this Agreement shall be Twenty Thousand Dollars
($20,000.00), and shall be payable as follows:
(i) Ten Thousand Dollars ($10,000.00) due upon execution hereof;
and
(ii) Ten Thousand Dollars ($10,000.00) due on or before January
1, 1998.
B. ROYALTIES.
In addition to all other amounts due under this Agreement, Licensee shall pay
royalties to Licensor hereunder, of One and One-Half Per Cent (1-1/2%) of all
Sales Receipts derived from the Licensee's Web Server Software Products
containing the Licensed programs. The foregoing percentage is based on
Licensee's expectation that Licensee will charge approximately $20,000 to
$50,000.00 list price for each 20-port (or more) Web Server Software Product,
and proportionate fees for Web Server Software Products with less than 20 ports.
Should Licensee's list prices drop below the foregoing, then Licensee shall
promptly notify Licensor in writing, and the 1-1/2% shall be reasonably
negotiated upward.
C. OPTION TO LICENSE METASOUND.
During the initial term hereof, Licensee shall have the option to receive a
license, subject to all of the terms and conditions hereof, to any two (2) of
Licensor's four (4) current MetaSound Codecs (which are AC8, AC10, AC16, and
AC24), which are release versions of Voxware's 8 Kbps, 10 Kbps, 16 Kbps, and 24
Kbps monaural audio codecs, respectively. Delivery for Intel platform would be
in the form of Windows 95 dynamic link libraries. Features of the MetaSound
Codecs licensed would not include stereo sound. In the event Licensee exercises
the option described in this Paragraph C, the license fee due to Licensor shall
be an additional Fifteen Thousand Dollars ($15,000.00), due upon the exercise of
such option. In the event Licensee exercises such option, the two (2) MetaSound
Codecs licensed will be considered Licensed Programs subject to the terms and
conditions of this Agreement.
D. OPTION TO LICENSE SC3-6.
During the initial term hereof, Licensee shall have the option to receive a
license, subject to all of the terms and conditions hereof, to Licensor's SC3-6
Codec when available, which will be the release version of Voxware's 3 Kbps and
6 Kbps scaleable speech codec. Delivery for Intel platform would be in the form
of Windows 95 dynamic link libraries.
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In the event Licensee exercises the option described in this Paragraph D, the
license fee due to Licensor shall be an additional Ten Thousand Dollars
($10,000.00), due upon the exercise of such option. In the event Licensee
exercises such option, the SC3-6 Codec licensed will be considered a Licensed
Program subject to the terms and conditions of this Agreement.
E. SUPPORT FEES.
In the event that Licensee desires to receive the support services specified in
Paragraph 12 of this Agreement after the first year hereof, then for each
one-year period of the term or life of this Agreement after the first year
hereof, Licensee shall pay to Licensor support fees in the amount of Five
Thousand Dollars ($5,000.00) per year. The first annual support fee shall be due
on the first anniversary of this Agreement, and each subsequent annual support
fee shall be due within thirty (30) days of each subsequent anniversary date
hereof.
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SCHEDULE D
VOXWARE'S RT29HQ METAVOICE SPEECH CODEC
RT29HQ codec Version 2.0 incorporates improvements in robustness and output
speech quality. These recent improvements to the algorithm have resulted in
significant reductions in computational complexity, making it even simpler than
before to integrate high quality speech into applications.
RT29HQ is a speech codec using 8 kHz 16 bit samples for input (128,000 bits per
second) and compresses in real time to 2978 bits per second (a compression ratio
of 43:1). RT29HQ is recommended for applications where improved performance is
required compared to the lower rate RT24 codec. The low bit rate enables
communications in a variety of transmission bandwidth constrained environments,
and is ideal for internet applications.
CODEC SPECIFICATIONS
The frame size used for RT29HQ is 180 samples, or 22.5 msec. This results in 67
bits (8 bytes plus 3 bits) of compressed output per frame. (A bitrate of 2978
bps.)
Compression requires an average of 15% of a Pentium running at 133 MHZ.
Decompression requires an average of 6% of a P133. (27% and 10% of a P75.)
The codec exhibits an encoder delay of 45 ms, and a decoder delay of 12.5 ms.
Thus the total vocoder algorithmic delay is 57.5 ms.
RT29HQ COMPATIBILITY
RT29HQ produces and consumes a bitstream which is compatible with the bitstream
produced by other products using earlier releases of the Voxware RT29HQ codec.
Future releases of RT29HQ will support this bitstream.
PLATFORM SUPPORT
Version 2.0 of Voxware's RT29HQ MetaVoice codec is available for the
following primary platforms: Win95 and WinNT PC's, and PowerPC Macintosh. The
codec is contained within the new Voxware Compression Toolkit, which in addition
to providing the core codec functionality provides a high level API for ease of
developer integration.
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