0000950123-19-006586 Sample Contracts

TRANSITION SERVICES AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and CERENCE OPERATING COMPANY Dated as of , 2019
Transition Services Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Operating Company, a Delaware corporation (“Cerence Subsidiary”).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of , 2019
Separation and Distribution Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF , 2019
Tax Matters Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), and Cerence Inc., a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each, a “Company”).

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INTELLECTUAL PROPERTY AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of
Intellectual Property Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

INTELLECTUAL PROPERTY AGREEMENT, dated as of , 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Nuance”), and CERENCE INC., a Delaware corporation (“SpinCo”).

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NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Massachusetts

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Mark Gallenberger (“Executive”) and Nuance Communications, Inc., a Delaware corporation (“Nuance”), effective as of the later of (i) the latest date on the signature page of this Agreement or (ii) the date Executive’s employment with the Company commences (the “Effective Date”).

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TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of
Transitional Trademark License Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

TRANSITIONAL TRADEMARK LICENSE AGREEMENT, dated as of , 2019 (this “Agreement”), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (“Licensor”), and CERENCE INC., a Delaware corporation (“Licensee”).

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EMPLOYEE MATTERS AGREEMENT By and Between NUANCE COMMUNICATIONS, INC. and CERENCE INC. Dated as of , 2019
Employee Matters Agreement • July 24th, 2019 • Cerence LLC • Services-prepackaged software

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo” and, together with Nuance, the “Parties”).

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