Exhibit 10.4
LICENSE AND MARKETING AGREEMENT
This Agreement ("Agreement") is entered into effective as of November 6,
1997 ("Effective Date") between Electronic Submission Publishing Systems, Inc.,
a Delaware corporation, 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
("ESPS") and Adobe Systems Incorporated, a Delaware corporation, 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 ("Adobe").
RECITAL
ESPS develops, markets and supports software products designed to manage,
generate, publish, and distribute high quality regulatory submissions. Adobe
develops, markets and supports software products that enable users to express
and use information across print and electronic media. ESPS and Adobe desire
that Adobe market and distribute retail and OEM products containing certain PDF
transformation and publishing software developed by ESPS. Therefore, subject to
the terms and conditions of this Agreement, ESPS has agreed to grant Adobe a
license to market and distribute the object code of such products in the retail
and OEM markets.
NOW, THEREFORE, intending to be legally bound hereby, ESPS and Adobe agree
as follows:
1. DEFINITIONS
Defined terms used in this Agreement shall have the meanings set forth
below:
1.1. "Acrobat" shall mean Adobe's Acrobat software products, including
current and future versions of the Acrobat products.
1.2. "Adobe Quarter" shall mean the three (3) month periods following
Adobe's fiscal year beginning December 1.
1.3. "Affiliate" shall mean, with respect to any Party, any other party
which directly or indirectly controls, is controlled by, or is under common
control with, such Party. A party shall be regarded as in control of another
party if it owns, or directly or indirectly controls, at least fifty percent
(50%) of the voting stock or other ownership interest of the other party, or if
it directly or indirectly possesses the power to direct or cause the direction
of the management and policies of the other party by any means whatsoever.
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1.4. "Alpha Release" shall mean, a functionally complete version of the
ESPS software (including installer) and the frozen APIs. The version may contain
bugs but testing has begun with test plans and test documentation written during
the development phase and further planned development requires only correction
of outstanding bugs unless Adobe and ESPS mutually agree on the additional
features and any necessary changes to the Specifications and Delivery Schedule.
1.5. "Beta Release" shall mean, a release which contains all features and
no severity 4 bugs (highest level) unless agreed upon by ESPS and Adobe and
draft documentation shall be completed. For the purpose of this provision, a
"Severity 4 Bug" means any bug that crashes the system, hangs the application,
or causes a loss of data.
1.6. "Change in Control" shall mean the sale of a majority of the
outstanding voting shares of ESPS to a direct competitor of Adobe or the merger
or consolidation of ESPS into, or the sale of all or substantially all of the
assets of ESPS to, a direct competitor. For purposes of this Section 1.3, a
direct competitor of Adobe shall mean a company that develops, manufactures
and/or distributes software that directly competes with Acrobat.
1.7. "Client/Server Licenses" shall mean licenses by Adobe in Adobe's
customary distribution markets for networked client/server systems of the
combination of (i) the PDFPress Server Software, and (ii) copies of Acrobat that
contain the PDFPress Client Software.
1.8. "Confidential Information" shall mean confidential or other
proprietary information that is disclosed by ESPS or Adobe to the other Party
under the terms of this Agreement, including without limitation, software code
and designs, product specifications, and documentation, business and product
plans, and other confidential business information. Confidential Information
shall not include information which: (i) is or becomes public knowledge without
any action by, or involvement of the receiving Party; (ii) is disclosed by the
receiving Party with the prior written approval of the disclosing Party; (iii)
is independently developed by the receiving Party without the use of any
Confidential Information received from the other Party under this Agreement; and
(iv) is disclosed pursuant to any judicial or governmental order, provided that
the receiving Party gives the disclosing Party sufficient prior notice to
contest such order.
1.9. "Effective Date" shall mean November 6, 1997.
1.10. "Enterprise Licenses" shall mean multiple-copy or multiple-seat
licenses by Adobe of the non-networked version of Acrobat that contains the
PDFPress Client Software, including without limitation any multiple-copy or
multiple-seat licenses sold as bundled products or sold through Adobe's
customary distribution channels.
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1.11. "ESPS Documentation" shall mean the initial version of the
explanatory and informational materials concerning the ESPS Software delivered
by ESPS under Section 5.1.
1.12. "ESPS Software" shall mean the PDFPress Client Software, PDFPress
Standalone Client Software and PDFPress Server Software and any subsequent
modifications, updates and or upgrades by ESPS as provided in Section 5.3.
1.13. "Intellectual Property Rights" shall mean all forms of intellectual
property rights and protections that may be obtained for, or may pertain to,
Acrobat, ESPS Software and Confidential Information, including, without
limitation, all right, title and interest arising under the common law, state
law, Federal law, and laws of foreign countries to all: (i) letters patent, and
filed, pending or potential applications for letters patent, including any
reissue, reexamination, division, continuation or continuation-in-part
applications; (ii) trade secrets, and all trade secret rights and equivalent
rights; (iii) mask works, copyrights and other literary property or authors
rights, whether or not protected by copyright or as a mask work; and (iv)
trademarks, trade names, symbols, logos, and/or brand names.
1.14. "Level I Support" shall mean the following Support Services:
acceptance of and response to customer inquiries, in writing, by telephone, or
by electronic mail, concerning the use and operation of the ESPS Software and
any possible errors or defects in the ESPS Software.
1.15. "Level II Support" shall mean the following Support Services:
replication and testing of Material Defects in the ESPS Software and correction
of Material Defects that do not require access to Source Code.
1.16. "Level III Support" shall mean the following Support Services:
correction of Material Defects in the ESPS software that require access to
Source Code.
1.17. "License Fee" shall mean an up-front payments by Adobe to ESPS under
Section 6.1. The total License Fee shall be one million three-hundred thousand
dollars ($1,300,000) and shall be paid in four installments as set forth in
Section 6.1.
1.18. Marks shall mean all trademarks, trade names, symbols, logos and/or
brand names adopted from time to time to identify a Party, product or service.
1.19. Material Defect shall mean any reported malfunction, error or other
defect in the ESPS Software that: (i) can be reproduced by ESPS and Adobe; and
(ii) constitutes a substantial nonconformity with the Specifications for such
ESPS Software.
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1.20. "Named Accounts" shall mean those OEM customers with which ESPS has
an established an ongoing business relationship and which are set forth in
Exhibit C. Additional ESPS OEM customers may be added as Named Accounts under
this Agreement by the mutual agreement of Adobe and ESPS.
1.21. "Net Revenues" shall have the meaning set forth in Section 6.3.
1.22. "Object Code" shall mean machine readable program code containing
actual computer instructions.
1.23. "OEM Customer" shall mean a distributor that incorporates the ESPS
Software in its products and distributes the ESPS Software as a component of
such products.
1.24. "OEM Licenses" shall mean licenses of the ESPS Software by Adobe or
ESPS to OEM Customers.
1.25. "Parties" shall mean ESPS and Adobe collectively and "Party" shall
mean either ESPS or Adobe.
1.26. "PDFPress Client Software" shall mean the ESPS Software set forth in
Exhibit A that is licensed to Adobe for distribution as a component of Acrobat
for client machines in Adobe's customary distribution channels.
1.27. "PDFPress Server Software" shall mean the ESPS software set forth in
Exhibit A that is licensed to Adobe for use on file server machines.
1.28. "PDFPress Standalone Client Software" shall mean the PDFPress Client
Software set forth in Exhibit A that is licensed to Adobe to be sold on a
standalone basis rather than as a component of Acrobat.
1.29. "Release Candidate version" shall mean, a release of the ESPS
software with no severity 4 bugs (highest level) and a minimum number of other
Material Defects and shall perform at a quality level consistent with recently
published products from Adobe. For the purpose of this provision, a "Severity 4
Bug" means any bug that crashes the system, hangs the application, or causes a
loss of data.
1.30. "Royalty Advance" shall mean the advance royalty payment by Adobe to
ESPS under Section 6.4. The Royalty Advance shall be a non-refundable payment of
five hundred thousand dollars ($500,000).
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1.31. "Source Code" shall mean program code expressed in a form suitable
for modification by humans.
1.32. "Source Code License Fee" shall mean the fee paid by Adobe to ESPS
under Section 2.7 for a license of the Source Code for the ESPS Software. The
Source Code Fee shall equal three times (3x) Adobe's Net Revenues for OEM
Licenses for the twelve (12) month period prior to the initial date of the
Source Code license, plus three times (3x) the royalties paid by Adobe to ESPS
for all other licenses of the ESPS Software during such twelve (12) month
period.
1.33. "Specifications" shall mean the specifications applicable to the ESPS
Software set forth in Exhibit A.
1.34. "Support Failure" shall mean, subject to the provisions for cure
under Section 12.2, the failure of ESPS to provide Adobe with Level III Support
in accordance with the terms of Section 5.5.
1.35. "Support Services" shall mean (i) providing qualified personnel to
furnish technical support for the ESPS Software; (ii) diagnosis and correction
of Material Defects of the ESPS Software via telephone, remote system access,
magnetic media, repair or replacement; and (iii) delivery of all updates to the
ESPS Software.
1.36. "Term" shall mean the period beginning on the Effective Date and
terminating on the date this Agreement is terminated under Article 12.
2. LICENSE RIGHTS
2.1. Grant of License. Subject to the provisions of this Agreement, during
the license terms set forth in Section 2.2, ESPS shall grant to Adobe an
exclusive, non-transferable, world-wide license to
(i) use and reproduce the ESPS Software in Object Code form on an
internal basis in connection with the manufacture by Adobe of copies of
PDFPress Server, PDFPress Standalone and copies of Acrobat that contain the
PDFPress Client Software and, subject to the terms of Section 5.1, the
PDFPress Standalone Client Software;
(ii) market, distribute and sublicense the PDFPress Client Software
in Object Code form (either directly or through its customary distribution
channels) solely as part of licenses of Acrobat;
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(iii) market, distribute and sublicense, in Object Code form (either
directly or through its customary distribution channels), the PDFPress
Server Software and, subject to the terms of Section 5.1, the PDFPress
Standalone Client Software;
(iv) use, reproduce, make derivative works of, and distribute the
ESPS Documentation to support the marketing and distribution of the ESPS
Software; and in connection with the localization efforts by Adobe under
Section 4.6 of this Agreement, the ESPS Software in Object Code form.
2.2. License Term. The term of the licenses for the PDFPress Client
Software and the PDFPress Server Software shall commence upon delivery and
acceptance of the Release Candidate of the PDFPress Client Software and the
PDFPress Server Software and the full payment of Adobe of the License Fee. The
term of the license for the PDFPress Standalone Client Software shall commence
upon delivery and acceptance of the PDFPress Standalone Client Software to Adobe
under the terms of Section 5.1. The term of the license for all of the ESPS
Software shall terminate upon the terms set forth in Article 12.
2.3. Exclusivity. In consideration of Adobe's marketing efforts and the
licensing and royalty fees paid under this Agreement, during the term of this
Agreement, ESPS will not enter into any marketing or licensing agreement with
any other party for distribution of the ESPS Software on a stand-alone basis;
provided that nothing in this Agreement shall prevent ESPS from (i)
distributing, marketing, and sublicensing the ESPS Software to Named Accounts,
or (ii) using or distributing the functionality contained in the ESPS Software
as part of any other ESPS product, including without limitation ESPS's
CoreDossier Products provided, however, in no event during the term of the
agreement shall ESPS sublicense the ESPS Software.
2.4. Restrictions. Adobe shall not use, copy, modify, sell, assign,
sublicense, or otherwise transfer or disclose the ESPS Software, in whole or in
part, except as permitted under this Agreement. All copies of the ESPS Software
must contain the copyright and other proprietary notices contained in the ESPS
Software delivered to Adobe under Section 5.1 and shall contain ESPS' Marks in
conformance with the requirements in Section 4.4 regarding use of ESPS's name on
Adobe products.
2.5. Sublicense Agreements. Adobe is authorized to sublicense the ESPS
Software only under the terms of this Agreement. Each such sublicense shall be
subject to Adobe's standard written license agreement which shall contain terms
substantially similar to the terms no less protective than those contained in
the Adobe license agreement attached hereto as Exhibit D.
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2.6. Marketing Limitations. In consideration of the exclusive license from
ESPS under this Agreement, during the term of this Agreement, neither Adobe, nor
any Affiliate of Adobe, shall (i) market, promote or sublicense the PDFPress
Client Software on a stand alone basis separate from Acrobat (the PDFPress
Standalone Client Software may be marketed on a stand-alone basis); or (ii)
market, promote or sublicense any product to the Named Accounts that is directly
competitive with the PDFPress Server Software that is sold to OEM Customers
during the twelve (12) month period of exclusivity set forth in Section 5.7,
provided nothing in this provision shall prevent Adobe or its Affiliates from
marketing, promoting or sublicensing any product to an end user where the
software from a Named Account is installed.
2.7. Source Code License. In the event that there is a Support Failure or a
Change in Control, within seven (7) days of payment of the Source Code License
Fee by Adobe to ESPS, ESPS shall: (i) deliver to Adobe a complete set of the
Source Code to the ESPS Software and all documents, programming tools,
utilities, file layouts, and other materials that are necessary for a computer
programmer to use or modify the ESPS Software on behalf of Adobe, and (ii) grant
to Adobe a license to use, reproduce and modify the ESPS Software in Source Code
form on an internal basis in connection with the manufacture, distribution and
maintenance by Adobe of copies of PDFPress Server, PDFPress Standalone Client
Software and copies of Acrobat that contain PDFPress Client Software.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. ESPS Intellectual Property Rights. Adobe hereby recognizes that ESPS
retains all Intellectual Property Rights in the ESPS Software, ESPS
Documentation and the Confidential Information received by Adobe from ESPS,
including without limitation, all corrections and modifications to the ESPS
Software and ESPS Documentation, if any, developed by ESPS or Adobe; provided,
that ESPS grants to Adobe a perpetual, royalty free, unrestricted license to
corrections or modifications made by Adobe. Adobe hereby assigns to ESPS all
Intellectual Property Rights it may possess in the ESPS Software, ESPS
Documentation and ESPS' Confidential Information, and all corrections and
modifications thereof and agrees (i) to execute all documents, and take all
actions, that may be necessary to confirm such rights, and (ii) to retain all
proprietary marks, legends and patent and copyright notices that appear on the
ESPS Software, ESPS Documentation and Confidential Information delivered to
Adobe by ESPS and all whole or partial copies made by Adobe thereof.
3.2. Adobe's Intellectual Property Rights. ESPS hereby recognizes that
Adobe retains all Intellectual Property Rights in Acrobat and the Confidential
Information received by ESPS from Adobe, including without limitation, all
corrections and modifications to Acrobat, if any, developed by Adobe or ESPS.
ESPS hereby assigns to Adobe all Intellectual Property Rights it may posses in
Acrobat and Adobe's Confidential Information, and all corrections and
modifications thereof and agrees (i) to
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execute all documents, and take all actions, that may be necessary to confirm
such rights, and (ii) to retain all proprietary marks, legends and patent and
copyright notices that appear on Acrobat and Confidential Information delivered
to ESPS by Adobe and all whole or partial copies made by ESPS thereof.
3.3. Source Code. Except as provided in Section 2.7, Adobe shall not
attempt to decompile, disassemble, reverse engineer or use any other process to
gain access to the Source Code of the ESPS Software.
3.4. Confidentiality. The Parties agree not to disclose, or permit any
third party or entity access to, the Confidential Information (or any portion
thereof) without prior written permission of the disclosing Party (except such
disclosure or access which is required to perform any obligations under this
Agreement); and to insure that any employees, or any third parties who receive
access to the Confidential Information, are advised of the confidential and
proprietary nature thereof and are prohibited from copying, utilizing or
otherwise revealing the Confidential Information. Without limiting the
foregoing, the Parties agrees to employ with regard to the Confidential
Information procedures no less restrictive than the procedures used by it to
protect its own confidential and proprietary information of a similar nature and
that in no event will the Parties employ less than commercially reasonable
procedures to protect such Confidential Information.
3.5. Trademarks. During the Term, subject to the terms of Sections 3.5 and
4.4, the Parties may use the other Party's Marks for only the purposes of
marketing and distributing the ESPS Software (for the purposes of ESPS this is
only to the Named Accounts). Except as set forth in this Section 3.5, nothing
contained in this Agreement shall grant to either Party any right, title or
interest in the Marks of the other Party. At no time during or after the Term
shall either Party challenge or assist others to challenge the other Party's
Intellectual Property Rights in such other Party's Marks or the registration
thereof or attempt to register any Marks confusingly similar to the Marks of the
other Party.
4. ADOBE RESPONSIBILITIES
4.1. Marketing of ESPS Software. Adobe shall, at its own expense, promote
the distribution of the ESPS Software on a world-wide basis. At all times during
the Term, Adobe shall maintain in its own name, at its own cost, adequate
resources to effectively market the ESPS Software, inventory to fulfill market
demand for the ESPS Software and trained personnel to enable Adobe to provide
competent technical advise and service to its customers.
4.2. Marketing Events. Adobe shall regularly engage in market making events
to showcase the PDFPress Server Software. ESPS shall have the option to
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participate, without cost to ESPS (except for travel and entertainment), in all
OEM market making events for the PDFPress Server Software. Nothing in this
Agreement will prohibit ESPS from also marketing the PDFPress Server Software to
the Named Accounts.
4.3. Quality Control. Subject to the obligations of ESPS under Article 8,
Adobe shall be fully responsible for quality control assurance for the ESPS
Software distributed hereunder, including without limitation, acquisition of all
components and supplies for manufacturing copies of the ESPS Software and its
documentation and packaging, providing quality control processes for such
manufacturing and establishing the testing procedures necessary to assure that
the ESPS Software delivered to Adobe's customers will meet or exceed customary
industry standards and conform to the Specifications for the ESPS Software.
4.4. Packaging. Adobe shall be fully responsible for the packaging of the
ESPS Software distributed by Adobe hereunder, including without limitation, the
design and manufacturing of such packaging, provided that, in addition to
retaining all copyright notices and other proprietary rights notices on the ESPS
Software delivered under Section 5.1, wherever possible, Adobe shall include at
its discretion in the ESPS Software distributed by Adobe under this Agreement,
ESPS' Marks on all documentation, and initial splash screens including a
specific notation that ESPS is a critical or integral technology provider of
Adobe.
4.5. Manuals. Subject to the license for the ESPS Documentation under
Section 2.1 and the limitations set forth in Section 4.8, Adobe shall be fully
responsible for all manual and other documentation provided to Adobe's customers
with the ESPS Software distributed by Adobe hereunder.
4.6. Localization. Except as set forth in Section 5.4, Adobe shall be fully
responsible for any localization of the ESPS Software, and its documentation and
packaging necessary for marketing the ESPS Software outside of the United
States. Adobe shall complete localization of the ESPS Software for French,
German and Japanese within twelve (12) months of the acceptance of the Release
Candidate under Section 5.2. Upon completion of any localization effort, Adobe
will deliver to ESPS a copy of all localized ESPS Software, ESPS Documentation
and packaging, and, subject to Adobe's rights in its Marks, ESPS shall have the
right to use such localized materials on an internal basis and as a component of
software packages distributed by ESPS.
4.7. Support Services. During the term of this Agreement, subject to the
terms of Section 5.5, Adobe shall provide Adobe's customers with Support
Services for the ESPS Software distributed by Adobe hereunder, including without
limitation, (i) all Level I Support and Level II Support for the ESPS Software
at first and second level assistance for such customers; and (ii) any updates to
the ESPS Software to be provided
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by ESPS as part of Support Services to its customers. Adobe will not provide
support for any other ESPS product containing the functionality of the ESPS
Software. Nothing in this Agreement shall require that Adobe modify the ESPS
Software.
4.8. Performance Obligations. Adobe shall represent the ESPS Software
accurately and fairly and shall avoid any misleading or unethical business
practices. Without the prior written approval of ESPS, Adobe shall not (i) make
warranties of functionality or performance on the ESPS Software except as
specifically set forth in the ESPS Documentation, or (ii) alter, re-label or
change the ESPS Software or Documentation except as provided in Section 4.6 or
otherwise in this Agreement. Adobe shall take all necessary steps to ensure
compliance by its employees or its other representatives with Adobe's
obligations under this Agreement.
5. ESPS OBLIGATIONS
5.1. Delivery. In accordance with the specifications and timetables
identified and mutually agreed upon in Exhibit B, ESPS shall deliver to Adobe:
(i) one master copy each version (Alpha, Beta and Release Candidate versions) of
the Object Code of the PDFPress Client Software and PDFPress Server Software,
and (ii) one copy of the ESPS Documentation. Upon the mutual agreement of ESPS
and Adobe regarding the royalty under Section 6.2(ii), the specifications under
Exhibit A and the timetable under Exhibit B, ESPS shall deliver to Adobe: (i)
one master copy of the Object Code of the PDFPress Standalone Client Software,
and (ii) one copy of the ESPS Documentation related to the PDFPress Standalone
Client Software.
5.2. Acceptance. Upon any delivery of the ESPS Software under Section 5.1,
Adobe shall review, test and evaluate the ESPS Software. Within fourteen (14)
days after delivery, Adobe shall notify ESPS in writing of (i) acceptance of the
delivered version of the ESPS Software, or (ii) any Material Defects. If Adobe
notifies ESPS in writing of Material Defects within fourteen (14) days after
delivery, ESPS shall promptly correct such defects and return the corrected
deliverable for retesting and reevaluation to Adobe. If ESPS fails to correct
such Material Defects in the corrected deliverable or fails to provide a
corrected deliverable within thirty (30) days of Adobe's original notice, then,
subject to the terms of Section 12.2, Adobe may terminate this Agreement. In the
event that Adobe fails to notify ESPS of any Material Defect within fourteen
(14) days of the delivery of any deliverable or corrected deliverable, ESPS
shall be deemed to have accepted such deliverable.
5.3. Development. Except for the Level III Services provided under Section
5.5, ESPS shall have no obligation to develop any other modifications, updates
or upgrades to the ESPS Software, provided that (i) during the term of this
Agreement, in the event that ESPS develops modifications, updates or upgrades to
the ESPS Software, such modifications, updates and upgrades shall be delivered
to Adobe and included under
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the licenses granted under this Agreement; and (ii) in the event that Adobe
desires that the ESPS Software be modified or upgraded in any manner, it shall
notify ESPS of such request, including a proposed description of such
modifications. Within ninety (90) days of the receipt of such development
request, ESPS will provide the specifications for such development, including
any terms and conditions for such development. Upon acceptance of such
development plan by Adobe, ESPS will complete the development and Adobe will pay
ESPS at ESPS' customary rates for the time necessary to complete the
development.
5.4. Localization. Upon Adobe's request, ESPS, at its own expense, shall
provide Adobe with a reasonable amount of technical assistance to support
Adobe's localization efforts under Section 4.6 including without limitation any
modifications to the Source Code for the ESPS Software necessary to complete the
localization and to make the ESPS Software compatible with localized versions of
the application software programs set forth in Schedule A. ESPS will provide
localizable versions of the PDFPress Client software for French and German as
part of the Alpha, Beta, and Release Candidate releases. By November 14, 1997,
ESPS will provide the date for the localizable version of the PDFPress Software
for the Japanese release and will subsequently deliver the localizable software
for that release by that date as the parties may agree. In the event that Adobe
requires assistance from ESPS for localization other than French, German and
Japanese, or compatibility with other application software programs, the parties
will mutually agree on the compensation and other terms for such assistance.
Other than this reasonably requested content support, Adobe will have sole
responsibility for localization of the ESPS Software.
5.5. Level III Support. During the term of this Agreement and for a period
of three (3) years after the termination of this Agreement, at Adobe's request,
ESPS shall provide to Adobe: (i) Level III Support for the ESPS Software as
third level assistance for the maintenance that Adobe provides directly to its
customers; and (ii) any updates to the ESPS Software necessary for Adobe to
provide Support Services to its customers. ESPS shall have no obligation to
provide such services directly to Adobe's customers or to provide such services
if the Material Defect in the ESPS Software is caused by malfunction of non-ESPS
hardware or software, by modification of the ESPS Software not made by ESPS, by
operator error, or by use of the ESPS Software that is not in accordance with
the operating instructions for the ESPS Software.
5.6. Support Response. If requested by Adobe under Section 5.5, ESPS shall
provide telephone consultation within the next business day of ESPS' receipt of
a telephone request for Level III Support by Adobe during ESPS standard business
hours. ESPS shall provide a means whereby requests for consultation can be
recorded outside of standard hours. Subject to the provisions of Section 5.5,
ESPS shall use reasonable efforts to provide a workaround within fifteen (15)
days of ESPS' receipt of a notice of any Material Defect and to correct such
Material Defect within sixty (60) days of ESPS' receipt of such notice.
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5.7. Named Accounts. ESPS will have the exclusive right to market and
license the PDFPress Server Software to the Named Accounts for a period of
twelve (12) months after the date of acceptance by Adobe of the Release
Candidate version of the ESPS Software under Section 5.2. In the event that ESPS
has not licensed the PDF Server Software to the Named Account within such twelve
(12) month period, Adobe may thereafter market and sublicense the PDFPress
Server Software to such Named Account. In the event that ESPS has not licensed
the accounts in the allotted time but it can demonstrate that it reasonably
expects to close a licensing transaction with one or more of the Named Accounts.
Adobe agrees to accept a written letter of request for extension, for a period
of up to six months, such that ESPS may continue its pursuit of said specified
Named Accounts. In the event that ESPS licenses the PDFPress Server Software to
a Named Account, ESPS shall execute a written license agreement directly with
such Named Account. Support Services for the Named Account will be provided by
Adobe and ESPS in the same manner as Support Services are provided for Adobe's
customers under Articles 4 and 5.
6. CONSIDERATION
6.1. Initial Payments.
(i) Agreement Execution. Upon execution of the Agreement, Adobe
shall pay to ESPS eight hundred thousand dollars ($900,000), consisting of
(a) four hundred thousand dollars ($400,000) as a refundable pre-payment of
the License Fee, and (b) the non-refundable Royalty Advance of five hundred
thousand dollars ($500,000).
(ii) Alpha. Upon acceptance of the Alpha version of the PDFPress
Client Software and PDFPress Server Software under Section 5.2, Adobe shall
pay to ESPS three hundred thousand dollars ($300,000) as a refundable
pre-payment of the License Fee.
(iii) Beta. Upon acceptance of the Beta version of the PDFPress
Client Software and PDFPress Server Software under Section 5.2, Adobe shall
pay to ESPS three hundred thousand dollars ($300,000) as a refundable pre-
payment of the License Fee.
(iv) Release Candidate. Upon acceptance of the Release Candidate
version of the PDFPress Client Software and PDFPress Server Software under
Section 5.2, Adobe shall pay to ESPS the remaining three hundred thousand
dollars ($300,000) of the License Fee.
(v) Delivery Delay. In the event that ESPS fails to deliver the
Release Candidate version of the PDFPress Client Software and PDFPress
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Server Software within thirty (30) days of the delivery date set forth in
the schedule attached hereto as Exhibit B, Adobe may retain as a penalty
ten percent (10%) of the scheduled payment for such version. Such penalty
shall not be imposed in the event (i) Adobe has materially changed the
specifications or other requirements for the ESPS Software in any manner
after the Effective Date; or (ii) the delay is caused by any other action
or inaction of Adobe.
6.2. Royalties.
(i) PDFPress Client Software.
(a) Individual Licenses. Except for Enterprise Licenses
(6.2(i)(b)), the Client/Server Licenses (6.2(iii)(a)), Bundled Sales
(6.2(i)(b)), and OEM Licenses (6.2(iii)(b)), Adobe shall pay a royalty
to ESPS equal to one dollar and fifty cents ($1.50) for every copy of
Acrobat sold that contains the PDFPress Client Software. For purposes
of this Agreement, the sale of a copy of Acrobat shall occur on the
date of shipment of the copy of Acrobat by Adobe.
(b) Enterprise Licenses and Bundled Sales. Adobe shall pay a
royalty to ESPS equal to one percent (1%) of the Net Revenues received
by Adobe from (a) all Enterprise Licenses for copies of Acrobat that
contain the PDFPress Client Software and (b) all licenses of PDFPress
Client Software that are distributed in conjunction with other
products ("Bundled Sales").
(ii) PDFPress Standalone Client Software. The royalty for distribution
by Adobe of the PDFPress Standalone Client Software shall be determined by
mutual agreement of ESPS and Adobe upon the completion of the
specifications and timetable for delivery of the Standalone PDFPress Client
Software.
(iii) PDFPress Server Software.
(a) Client/Server Licenses. Except as provided in Section
6.2(iii)(b), Adobe shall pay a royalty to ESPS equal to ten percent
(10%) of the Net Revenues received by Adobe for Client/Server
Licenses.
(b) OEM Licenses. Except for OEM Licenses by Adobe of the
PDFPress Server Software to Named Accounts, Adobe shall pay a royalty
to ESPS equal to ten percent (10%) of the Net Revenues Adobe receives
from all OEM Licenses for the PDFPress
13
Server Software. For OEM Licenses by Adobe of the PDFPress Server
Software to Named Accounts, Adobe shall pay a royalty to ESPS equal to
twenty percent (20%) of the Net Revenues from the OEM License at any
time within the first two years after the commencement of the OEM
License; the royalty for each such OEM License after the two year
period shall be 10%.
6.3. Revenues.
(i) Definition. "Net Revenues" mean all revenues received with
respect to the distribution of ESPS Software, less the sum of the
following: (i) customary discounts; (ii) sales, tariff duties or use taxes;
and (iii) credits or refunds provided for returns of the ESPS Software. No
deductions shall be made for the cost of distribution, collections or for
commissions paid to corporations or individuals. Net Revenues shall also
include all license fees and royalties received by Adobe or ESPS, as the
case may be, from third parties for products developed which incorporate
the ESPS Software.
(ii) Client/Server Revenues. For purposes of determining Net
Revenues for Client/Server Licenses and OEM Licenses, Net Revenues shall
include revenues received for all copies of Acrobat that contain the
PDFPress Client Software that are distributed in conjunction with, or
distributed for use with, the PDFPress Server Software, provided that such
copies of PDFPress Client Software are distributed within six (6) months
before or after the initial license term for the initial sale of the
PDFPress Server Software. In no event shall Adobe pay more than one royalty
to ESPS for each copy of Acrobat that contains the PDFPress Client Software
that is distributed hereunder.
6.4. Royalty Advance. On the Effective Date, Adobe shall pay ESPS the
Royalty Advance. This advance shall be credited against all royalty payments
owed by Adobe under Section 6.2 and will be considered the minimum amount of
royalties due under this Agreement.
6.5. Royalty Payment by ESPS. For Named Accounts where ESPS licenses the
PDFPress Server Software to the OEM customer and collects the revenue from such
license, ESPS shall pay a royalty to Adobe equal to forty percent (40%) of the
Net Revenues to ESPS from the OEM Licenses.
7. PAYMENT
7.1. Payment of Royalties. Within thirty (30) days after the end of each
Adobe Quarter during this Agreement, each Party shall submit to the other Party
the report described in Section 7.2 and pay the other Party all royalties due
under Article 6
14
for such Adobe Quarter, including the number of copies of the ESPS Software
distributed (including the number of copies of Acrobat containing the ESPS
Software), and all Net Revenue received, during such Adobe Quarter. Payment for
all fees under this Agreement shall be in U.S. dollars and submitted to the
other Party at its principle place of business or other location that the other
Party shall indicate. The other party may impose a service charge of one and
one-half percent (1.5%) per month for all amounts not paid when due.
7.2. Reports. Within thirty (30) days after the end of each Adobe Quarter
under this Agreement, each Party shall deliver to the other Party a true and
accurate report giving the particulars of the business conducted under this
Agreement for the preceeding quarter as shall be pertinent to a royalty
accounting under this Agreement. The reports shall include the number of copies
of the ESPS Software that have been licensed, the amount of the Net Revenues for
Enterprise Licenses, Client/Server Licenses and OEM Licenses, the royalties due
for such Net Revenues, and all other records and documentation that may
reasonably be requested by the other Party. Information in such reports,
including without limitation, Net Revenue and volume data, shall be deemed
Confidential Information of the disclosing Party.
7.3. Records. Each Party shall keep full, true, and accurate books of
account containing all particulars that may be necessary for the purpose of
showing amounts payable hereunder. The books of account shall be kept at the
Party's principle place of business and shall be open upon reasonable notice and
during normal business hours for five (5) years following the end of the
calendar year to which they pertain, for inspection by other Party or its agents
for the purpose of verifying royalty statements or compliance with other
respects of this Agreement. The cost of such audit shall be borne by the Party
requesting the audit, except as set forth below. Any fees found by such audit to
be overdue shall promptly be paid. In addition, if the audit reveals that
underpayment exceeds five percent (5%) of the amounts due hereunder for the
period being audited, the Party that has made the underpayment shall pay the
cost of the audit.
8. WARRANTY
8.1. Limited Warranty. ESPS warrants that (i) ESPS has all Intellectual
Property Rights necessary to license the ESPS Software to Adobe in accordance
with the terms of this Agreement; and (ii) the ESPS Software will be free from
Material Defects for a period of ninety (90) days from the date of delivery to
Adobe. ESPS' sole responsibility under this Section 8(ii) warranty shall be, at
ESPS' option, to either repair or replace the ESPS Software.
8.2. Limitations. The foregoing warranties apply only to Adobe. ESPS shall
provide warranty service only for the most current version of the ESPS Software.
ESPS shall have no obligation to provide warranty services to the extent that
the Material
15
Defect in the ESPS Software is caused by malfunction of non-ESPS hardware or
software, by modification of the ESPS Software not made by ESPS, by operator
error, or by use of the ESPS Software that is not in accordance with the
operating instructions for the ESPS Software.
8.3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, THE ESPS
SOFTWARE IS PROVIDED TO ADOBE AS IS, AND ESPS MAKES NO WARRANTIES WHATSOEVER
WITH RESPECT TO FUNCTIONALITY, OPERABILITY OR USE OF THE ESPS SOFTWARE. ESPS
HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ESPS
SOFTWARE OR OTHERWISE HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNIFICATION
Except as provided in Articles 8 and 10, Adobe will defend, at its expense,
any action brought against ESPS to the extent that it is based on a claim by a
third party based on the actions or omissions of Adobe regarding the
distribution of the ESPS Software by Adobe hereunder and Adobe will indemnify
ESPS from any costs, damages and fees incurred by ESPS from such claim. ESPS
agrees to notify Adobe promptly in writing of any claim, to permit Adobe to
defend, compromise or settle the claim and to provide all available information
and assistance regarding such claim.
10. INTELLECTUAL PROPERTY INDEMNIFICATION
10.1. Indemnification. ESPS will defend, at its expense, any action brought
against Adobe to the extent that it is based on a claim that the use of the ESPS
Software, ESPS Documentation or ESPS' Marks by Adobe in accordance with this
Agreement infringes any copyright, trademark, or United States patent, and ESPS
will indemnify Adobe from any costs, damages and fees incurred by Adobe from
such action. Adobe agrees to notify ESPS promptly in writing of any claim, to
permit ESPS to defend, compromise or settle the claim and to provide all
available information and assistance regarding such claim.
10.2. Remedies. Should the ESPS Software become, or in ESPS' opinion be
likely to become, the subject of a claim for infringement of a copyright,
trademark, or United States patent, ESPS may (i) procure for Adobe, at no cost
to Adobe, the right to continue to use the ESPS Software, (ii) replace or modify
the ESPS Software at no cost to Adobe, to make such software non-infringing,
provided that the replacement or modified ESPS Software provides substantially
similar function and performance; or (iii) if neither (i) or (ii) are practical,
terminate the right to use such ESPS Software, and ESPS shall reimburse Adobe
for all license fees and royalties paid by Adobe to ESPS, as depreciated
16
on a straight-line five (5) year basis. None of these remedies shall relieve
ESPS of its obligations under 10.1.
10.3. Limitation of Liability. ESPS shall have no liability for any claim
to the extent that such claim is based upon: (i) the combination, operation or
use of any ESPS Software with equipment, devices or software not supplied or
specified by ESPS; (ii) the alteration or modification of any ESPS Software that
was not made by ESPS; or (iii) the failure by Adobe or its customers to use the
most current version of the ESPS Software.
10.4. Entire Liability. This Article 10 states the entire liability of ESPS
with respect to infringement of any intellectual property rights by the ESPS
Software and ESPS shall have no additional liability with respect to any alleged
or proven infringement.
10.5. Notification of Unauthorized Use. Adobe shall promptly notify ESPS in
writing upon its discovery for any unauthorized use or infringement of the ESPS
Software, or ESPS's Intellectual Property Rights with respect thereto. ESPS
shall have the sole and exclusive right to bring an infringement action or
proceeding against any infringing third party, and, in the event that ESPS
brings such an action or proceeding, Adobe shall, at ESPS' expense, cooperate
and provide full information and assistance to ESPS and its counsel in
connection with any such action or proceeding.
11. LIMITATION OF LIABILITY
11.1. Consequential Damages. EXCEPT FOR SECTION 10, UNDER NO CIRCUMSTANCES
WHATSOEVER SHALL ESPS OR ADOBE BE LIABLE FOR SPECIAL, INCIDENTIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSSES
RESULTING FROM BUSINESS INTERRUPTION, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.2. Liability Limitation. In no event shall ESPS's liability for any and
all claims, losses or damages arising out of or relating to, in whole or in
part, this Agreement or any services provided hereunder exceed (i) all amounts
paid by Adobe to ESPS hereunder or (ii) two million, seven hundred thousand
dollars ($2,700,000) regardless of the form of action or legal theory under
which liability may be asserted.
12. TERM AND TERMINATION
17
12.1. Term. This Agreement shall continue in force for an initial term of
five (5) years from the Effective Date unless terminated earlier under the
provisions of this Article 11. Upon the expiration of the initial term, this
Agreement shall be automatically renewed for consecutive additional one year
terms ("Renewal Terms") unless the Agreement has previously been terminated
under this Article 2. Either party may terminate this Agreement at the end of
the initial term or any Renewal Term by providing the other Party with notice of
termination at least ninety (90) days prior to end of such initial term or
Renewal Term.
12.2. Termination for Cause. In the event of any material breach of this
Agreement, the non-breaching Party may terminate this Agreement by giving sixty
(60) days' prior written notice to the other Party; provided, however, that this
Agreement shall not terminate if the other Party has cured the breach prior to
the expiration of such sixty (60) day period, or if such breach cannot be cured
within such sixty (60) day period, the other Party has taken steps within such
sixty (60) day period to cure the breach and thereafter cured such breach as
soon as practicable.
12.3. Termination for Insolvency. This Agreement may be terminated by
either party (i) upon the institution by or against the other Party of
insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's
making an assignment for the benefit of creditors, or (iii) upon the other
Party's dissolution or ceasing to do business.
12.4. Effect of Termination. Upon termination of this Agreement for any
reason:
(i) The license granted under this Agreement shall immediately
terminate, provided that Adobe shall retain the right to use the ESPS
Software to provide Level I and Level II Support to existing customers and
ESPS will continue to provide Level III support to Adobe under Section 5.5
and for a period of three (3) months following termination; however, Adobe
is under no obligation to provide support to existing customers upon
termination of agreement.
(ii) Customers properly sublicensed prior to the termination shall
have the right to continue to use the ESPS Software pursuant to the terms
and conditions of their respective sublicense agreements;
(iii) Except as necessary to provide Support Services under Section
4.7, Adobe shall return to ESPS the Confidential Information, Documentation
and all other tangible materials related to the ESPS Software, all
translations thereof; and
18
(iv) Termination of this Agreement by either Party shall be without
prejudice to that Party's other rights and remedies hereunder, subject to
any limitations on remedies provided herein.
12.5. Survival. The provisions of Sections 4.7, 5.5, 6.2, 6.5, 8.3, 12.4
and 12.5 and Articles 3, 7, 9, 10 and 11 shall survive the termination of this
Agreement for any reason.
13. EXPORT COMPLIANCE
The rights and obligations of ESPS and Adobe hereunder shall be subject to
such United States laws and regulations as shall from time to time govern the
license and delivery of technology abroad by persons subject to the jurisdiction
of the United States, including the Export Administration Act of 1979, as
amended, any successor legislation to the Export Administration Act of 1979, and
the Export Administration regulations issued by the Department of Commerce,
International Trade Administration, Office of Export Administration. ESPS and
Adobe each shall certify that they shall not directly or indirectly, export,
reexport or transship the ESPS Software or any parts or copies thereof in such a
manner as to violate such laws and regulations in effect from time to time. ESPS
represents that the ESPS Software delivered to Adobe shall qualify for a general
export license under the Export Administration Act and that the ESPS Software
shall not include encryption technology that precludes qualification for such
general license.
14. DISPUTE RESOLUTION
In the event that a controversy or claim arises relating to this Agreement,
or the breach thereof, the Parties shall use good faith efforts to resolve such
controversy or claim without resort to litigation. Upon written notice of any
such dispute ("Dispute Notice"), the managers for distribution of the ESPS
Software for each Party must consult with each other to attempt to resolve the
matter amicably for a period of at least thirty (30) days. In the event that the
Parties are unable to reach an accommodation within such thirty (30) day period,
senior management from both ESPS and Adobe with authority to settle the
controversy or claim shall hold a meeting and use good faith efforts to resolve
the dispute within the following thirty (30) days. An attempt to arrive at a
settlement shall be deemed to have failed only if after such sixty (60) day
resolution period one of the Parties notifies the other Party in writing of such
failure.
15. GENERAL PROVISIONS
15.1. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of New York, U.S.A., without reference to conflicts
of law principles.
19
15.2. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the Parties relating to the subject matter herein and merges
all prior discussions between the Parties. No modification or amendment of this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the Party to be charged.
15.3. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed effective when delivered by hand or by facsimile
transmission, when telexed or upon receipt when mailed by registered or
certified mail (return receipt requested) postage prepaid, to the Parties at the
address first listed above (or at such other address for a Party as shall be
specified by like notice). No change of address shall be binding upon the other
Party hereto until written notice thereof is received by such Party at the
address shown herein.
15.4. Force Majeure. Except for the obligation to make payment,
nonperformance of either Party shall be excused to the extent the performance is
rendered impossible by strike, fire, flood, governmental acts or orders or
restrictions, failure of suppliers, or any other reason where failure to perform
is beyond the reasonable control of and not caused by the negligence of the
non-performing Party. Each Party agrees to promptly notify the other of any such
circumstance delaying its performance and to resume performance as so as
reasonably practicable, but in no case greater than one hundred twenty (120)
days.
15.5. Non-assignability and Binding Effect. Neither Party shall assign this
Agreement to any third party without the prior written consent of the other
Party provided that, subject to the provisions of Section 2.7, the merger or
consolidation of one Party into, or the sale of all or substantially all of the
assets of such Party to, a third party shall not be deemed to be an assignment.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their permitted successors and assigns.
15.6. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
15.7. Severability. The provisions of this Agreement are severable, and in
the event that any provision of this Agreement shall be determined to be invalid
or unenforceable under any controlling body of law, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of
the remaining provisions hereof.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
date first set forth above.
20
ELECTRONIC SUBMISSION ADOBE SYSTEMS, INC.
PUBLISHING SYSTEMS, INC.
/s/ Xxxxxxxx X. Xxxxxxx /s/ [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
Authorized Signature Authorized Signature
/s/ Xxxxxxxx X. Xxxxxxx /s/ [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
Printed Name Printed Name
President CEO Vice President
------------------------------ ------------------------------
Title Title
Nov 18 1997 Nov 6 1992
------------------------------ ------------------------------
Date Date
21
EXHIBIT A
Specifications
--------------
Definition of Products
----------------------
The following products are going to be delivered to Adobe from ESPS:
1. PDF Press Client
2. PDF Press Server
Each of these products will be described below. In addition to these products,
a series of plug-ins will be delivered. These plug-ins each support a different
source document types.
PDF Press Client
----------------
The PDF press client is a product that gives the user PDF
transformation and compound document publishing features. The product
has a GUI that allows for compound document assembly. This GUI
supports the following features.
Drag and Drop insertion of PDF files
Drag and Drop manipulation of the compound document
Viewing of PDF files
Transformation of supported source documents to PDF (See supported content
types)
Printing of the compound document structure
Saving of the compound document
Publishing the compound document to PDF
Publishing the compound document to a LAN printer
Publishing with headers and footers with static text and pagination
information
Publishing with a table of contents
Publishing with a cover page
Publishing with navigation hot spots
Publishing with a watermark
Create Thumbnails for the PDF
Bookmark the PDF, if the source application supports it
Optimize and linearize the PDF
Apply PDF security options
Platforms Supported
Windows 95
Windows NT 4.0
Inputs to system:
Drag and Drop messages from the file system
Right click menu from Windows Explorer
File selection from standard windows dialogs
Proprietary Compound Document files
Error Reporting
The PDF Press Client reports errors in the main window of the
application. The user has the options of specifying two different log
files, one for all messages and one for errors only. The application
also reports errors from the server about jobs it has sent.
Additional Software Required
Acrobat Exchange 3.0 or greater
Acrobat Distiller--optional
Acrobat PDF writer--optional
Source applications required for transformation
PDF Press Server
----------------
The PDF Press Server is a product that provides the server side of the
PDF Press Client. This product will receive requests from the clients
and process the jobs without utilizing the client machine for
transformation or publishing. PDF Press Server is also the server
side of the PDF Press SDK. Applications wishing to provide
transformation and publishing functionality on a server will interface
to the PDF Press SDK objects through PDF Press Server. When the PDF
Press Server is installed, the PDF Press client will gain new
capabilities. These include:
Support for watched folders
Support for transformation scheduling
Support for templates of publication styles
Support for Drag and Drop of any supported file type, not just PDF's
Support for document variables in the headers and footers
OLE Automation support
Intended Audience:
The audience for this product is Acrobat users that want a simple way
to create and publish PDF files from source documents on a file system
utilizing a server or users wishing to provide a server interface into
their own document repository.
Platforms Supported
Windows NT 4.0
2
Inputs to system:
Job Requests sent by PDF Press Clients
Other required software
Acrobat Distiller 3.0 or greater (optional)
PDF Writer 3.0 or greater
Acrobat Exchange 3.0 or greater
Source applications
Error Reporting
The PDF Press server reports errors in the main window of the application.
The user has the options of specifying two different log files, one for all
messages and one for errors only.
Errors will be sent back to the clients.
Restart Recovery Processing
The PDF Press Server has the option of specifying three different
restart recovery time outs. If the current functionality has not
completed in the allotted time, the Transform Object will halt
processing and fail the current job. The three timeout parameters, in
minutes, are:
Maximum Postscript creation time
Maximum distill time
Maximum bookmark extraction time
Contents Types Supported
------------------------
Each of the content types listed below will be supported through a plug-in
interface. A plug-in DLL will be provided that has the capability to create a
PDF or PostScript version of the source file. If the plug-in has any options
that can be selected, the plug-in is responsible for providing a dialog for
collecting the information. Initial delivery of the product is for US English
versions of the plug-ins. These will support the US versions of the products
listed below. German, French and Japanese product support will be provided
during the localization phase of the project.
Adobe Capture
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 2.0
3
Adobe FrameMaker
PostScript Options
No Transformation options
Extraction Options
No extraction options, bookmarks are generated from table of
contents entries
Versions supported
Version 5.5
Adobe Illustrator
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 7.0
Adobe PageMaker
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 6.5
Adobe Persuasion
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 6.0
Adobe Exchange
PostScript Options
No Transformation options
4
Extraction Options
Extraction not supported
Bookmarks are preserved
Versions supported
Version 3.0
Version 3.01
Adobe PhotoShop
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 4.0
Adobe Postscript
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Versions supported by Distiller 3.01
ASCII Text
PostScript Options
Paper size
Orientation
Font
Font size
Use/don't use printer control characters
Margins
Characters/line
Lines/page
Fit font to margin
Extraction Options
Extraction not supported
5
Versions supported
English Version
AutoCAD (Support through INSO filter)
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Current Shipping Version
Corel DRAW
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 7.0
Corel PHOTO-PAINT
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 7.0
Corel Presentations
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 8.0
6
Corel Quattro Pro
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 8.0
Corel WordPerfect
PostScript Options
Suppress headers and footers
Extraction Options
Extraction not supported
Bookmarks are created from table of contents
Versions supported
Version 7.0
Version 8.0
Harvard Graphics
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 4.0
Interleaf
PostScript Options
Suppress headers and footers
Extraction Options
Bookmarks created from TOC's
Versions supported
Version 6.2
7
Lotus 123
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
97 Edition
Lotus FreeLance
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
97 Edition
Lotus Word Pro
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Bookmarks are created from table of contents
Versions supported
97 Edition
MacroMedia FreeHand
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 7.0
Microsoft Excel
PostScript Options
8
No Transformation options
Extraction Options
Extraction not supported
Versions supported
97 Edition
Microsoft Internet Explore
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 4.0
Microsoft PowerPoint
PostScript Options
Print black and white
Scale to fit
Frame slides
Print notes
Extraction Options
Remove special characters
Bookmarks are created from slide titles
Versions supported
97 Edition
Microsoft Project
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
97 Edition
9
Microsoft Word
PostScript Options
Suppress headers and footers
Extraction Options
Define number of TOC levels for bookmarks
Versions supported
97 Edition
Microsoft WordPad
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 4.0
Netscape Navigator
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 4.0
Quark
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 3.32
10
Visio
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
Version 5.0
Wang Image Viewer
PostScript Options
No Transformation options
Extraction Options
Extraction not supported
Versions supported
W95 Edition
WNT Edition
Customization Options
---------------------
The PDFPress SDK is for companies that want to integrate all of the
functionality of the transformation and publishing process into their own
applications using their native document repositories. For the PDFPress
SDK, interfaces into PDFPress Server and PDFPress Client will be
documented. The PDFPress SDK will also include all header files,
documentation, and libraries required to access the OLE Automation
interface to these objects. The SDK will also document the plug-in
interface that is used for transformation.
Localization Issues
-------------------
Adobe will provide localization service for translating dialogs and
messages in the PDF Press client and server. The products will be
localized for French, German and Japanese. ESPS will be responsible for
any code changes in addition to the dialog and message resources.
PDFPress Standalone Client Software
-----------------------------------
The Specifications for the Standalone PDF Press Client Software will be
mutually agreed upon by ESPS and Adobe prior to delivery under Section 5.1
of the Agreement.
11
EXHIBIT B
Delivery Schedule
-----------------
PDFPress Client Software and PDFPress Server Software (including US Plug-Ins and
--------------------------------------------------------------------------------
SDK)
----
Alpha Version - 12/31/97 (target)
Beta Version - 2/25/98 (target)
Release Candidate Version - 4/22/98
PDFPress Standalone Client Software
-----------------------------------
To be determined by mutual agreement of ESPS and Adobe
12
EXHIBIT C
Named Accounts
--------------
Documentum, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
FileNet
00000 X.X. 0/xx/ Xxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
PC DOCS, Inc.
00 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
NovaSoft Systems, Inc.
00 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
OpenText, Inc.
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx X0X 0X0
13
EXHIBIT D
Standard Adobe License Agreement
--------------------------------
14
