nuance speech bio metrics end user license agreement ireland incights v1 1 0922 945-1

END USER LICENSE AGREEMENTBY AND BETWEEN

Grant Thorton India(“LICENSEE”)AND

NUANCE COMMUNICATIONS IRELAND LIMITED (“LICENSOR”)

Effective Date: Date of last signatureLICENSEE Corporate Name:LICENSEE Corporate Name: Granrt Thorton Granrt Thorton Incorporated under the laws of:Incorporated under the laws of: IndiaIndiaLICENSEE Corporate Address:LICENSEE Corporate Address: [enter corporate street][enter corporate street]LICENSEE Corporate Address:LICENSEE Corporate Address:

HyderabadIndiaHyderabadIndia

Phone: + [Licensee to Fill In] Fax: [Licensee to Fill In] + VAT number:VAT number: [enter customer VAT] [Licensee to Fill In][enter customer VAT] [Licensee to Fill In]LICENSEE Notices Address:LICENSEE Notices Address: Same as LICENSEE Corporate Address Same as LICENSEE Corporate Address Attention:Attention: [enter contact person][enter contact person]E-mail:E-mail: [enter e-mail address][enter e-mail address]Phone: + Fax: + LICENSEE Invoice & Collection Address:LICENSEE Invoice & Collection Address: Same as LICENSEE Corporate Address Same as LICENSEE Corporate Address

Attention:Attention: Accounts PayableAccounts PayableE-mail:E-mail: [enter email address][enter email address]Phone: + Fax: +VAT number:VAT number: Same as aboveSame as aboveLICENSEE Delivery Address:LICENSEE Delivery Address: Same as LICENSEE Corporate Address Same as LICENSEE Corporate Address

Attention:Attention: [enter contact person][enter contact person]E-mail:E-mail: [enter email address][enter email address]Phone: + Fax: +

Nuance Corporate Name:Nuance Corporate Name: Nuance Communications Ireland LimitedNuance Communications Ireland LimitedIncorporated under the laws of:Incorporated under the laws of: IrelandIrelandAddress:Address: Fitzwilliam HallFitzwilliam HallAddress:Address:

Fitzwilliam Place, Dublin 2, IrelandFitzwilliam Place, Dublin 2, IrelandPhone: Fax:VAT number:VAT number:

THIS AGREEMENT IS GOVERNED BY THE ATTACHED TERMS AND CONDITIONS. LICENSEE AND LICENSOR ACKNOWLEDGE THAT THEY HAVE READ AND AGREE TO BE BOUND BY THE ATTACHED TERMS AND CONDITIONS. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE PARTIES HERETO IN TWO COPIES, EACH DEEMED TO BE AN ORIGINAL, AS OF THE EFFECTIVE DATE.

LICENSEELICENSEE NuanceNuanceSignatureSignature SignatureSignature

Name: Name:Title: Title:

Date: Date:

DRAFT #1 FOR REVIEW ONLY CONFIDENTIAL

End User (Draft#) (Date) 1 of 21 / Nuance NUANCE ID: 10583/O/SLA/0/INCI/20110921

For Nuance internal use onlyDept Nr: Acc. Manager: Market Segment:



END USER SOFTWARE LICENSETERMS AND CONDITIONS

1 INTRODUCTION

1.1 LICENSOR owns or has license rights to certain automated speech recognition software, text-to-speech software, and speaker verification software used in connection with automating telephone-based, network-based, and internet-based interactions.

1.2 LICENSEE wishes to license NUANCE Software (defined below) for its internal business use. LICENSOR has agreed to grant LICENSEE the right to use NUANCE Software.

1.3 In consideration of the covenants stated herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby agree as follows.

2 DEFINITIONS

The following terms as used in this Agreement shall have the meanings set forth below:

2.1 "Documentation" means the programmer’s guide and other related materials that LICENSOR may supply to LICENSEE to facilitate the use of NUANCE Software.

2.2 “Maintenance and Support” shall mean the maintenance and support services described in Exhibit C.

2.3 "Open Source Software" means the open source software listed in Exhibit A-1 or in the NUANCE Software or Documentation.

2.4 “Order” means an order for NUANCE Software and/or Maintenance and Support issued by LICENSEE in the form of Exhibit B or LICENSEE’s purchase order which lists the NUANCE Software, languages, number of Ports or other license type, and/or selection of Maintenance and Support.

2.5 "NUANCE Software" means the software, in executable form referenced in Exhibit A, including Open Source Software, and all corrections, modifications, enhancements, Updates and Upgrades (if any) thereto that LICENSOR may provide to LICENSEE under this Agreement.

2.6 “Update” shall mean a release of NUANCE Software that contains error corrections and/or minor functional enhancements.

2.7 “Upgrade” shall mean a version of NUANCE Software that contains substantial functional enhancements.

3 GRANT OF RIGHTS

3.1 Grant of License Rights. The license rights set forth below apply to the NUANCE Software which LICENSOR has or will provide to LICENSEE as listed in an Order.

3.2 Grant of License Rights – Internal Development Use. With respect to any NUANCE Software listed in an Order as a Software Development Kit or SDK, LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts, the non-exclusive, non-transferable perpetual (unless otherwise terminated in accordance with Section 10 herein) license right to use such NUANCE Software and Documentation internally on the number of Ports (as defined in Exhibit A) or other license types listed solely for internal development purposes.

3.3 Grant of License Rights – Production Use. With respect to any NUANCE Software listed in an Order as for production use, LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts, a non-exclusive, non-transferable, perpetual (unless otherwise terminated in accordance with Section 10 herein) license to use the NUANCE Software and Documentation so listed for its internal business use on the number of Ports or other license types specified in the applicable Order. Notwithstanding anything to the contrary in this Section 3, LICENSEE shall not use the NUANCE Software in a portal, service bureau, application hosting or application service provider environment unless approved by LICENSOR in writing.

3.4 Back-up Copies. LICENSEE may make a reasonable number of copies of the NUANCE Software for LICENSEE's internal back-up and archival purposes only, provided that all such copies shall bear the original and unmodified copyright, patent, and other intellectual property markings.

3.5 Proprietary Rights; Restrictions. LICENSOR retains all right, title, and interest in and to the original, and any copies, of the NUANCE Software and Documentation including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. LICENSEE has no ownership interest in the NUANCE Software or Documentation or any copies thereof. LICENSEE’s rights in the NUANCE Software, Documentation and any and all copies thereof are limited to the rights licensed under this Agreement, and are subject to all of the terms and conditions in this Agreement. Without limiting the



generality of the foregoing, LICENSEE will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) modify, port, translate, or create derivative works of the NUANCE Software; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the NUANCE Software by any means; (c) sell, lease, license, sublicense, copy, market or distribute the NUANCE Software, except as expressly permitted in this Agreement, or (d) release to a third party the results of any benchmark testing of NUANCE Software. In no event shall anything in this Agreement or in LICENSOR’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. This Agreement grants licenses to the NUANCE Software and Documentation only as set forth in Section 3.2 and 3.3 above. This Agreement grants a license to LICENSOR’s patent rights only to the extent that such patent rights specifically cover inventions embodied in the NUANCE Software as such. All rights not expressly granted to LICENSEE under this Agreement are reserved by LICENSOR and/or its licensors.

4 ORDERS; LICENSE FEES; TAXES

4.1 Orders and Shipment. LICENSEE may order NUANCE Software and/or Maintenance and Support by issuing an Order to LICENSOR. Unless rejected by LICENSOR within a reasonable time after receipt, Orders are deemed to have been accepted. Shipment of NUANCE Software shall be via electronic delivery. If LICENSEE requires shipment via media, shipment is FOB, LICENSOR’s plant.

4.2 License Fees and Other Prices. In consideration of (a) the licenses granted in Section 3 for the NUANCE Software listed in an Order, and (b) Maintenance and Support services specified in an Order, LICENSEE hereby agrees to pay to LICENSOR the license fees and prices specified in the applicable Order. Invoicing and payment shall be in accordance with Exhibit A, Section 5. Nothing contained in any purchase order LICENSEE may submit will modify or add to the terms of this Agreement.

4.3 Taxes. LICENSEE shall pay or reimburse all federal, state, and local taxes and assessments (exclusive of taxes on LICENSOR's net income) arising from or measured by amounts payable to LICENSOR under this Agreement, or furnish LICENSOR with evidence acceptable to the taxing authority to sustain an exemption thereto. If LICENSEE is required to withhold any amount for taxes on any payment to LICENSOR, then the amount of LICENSEE's payment will be automatically increased to offset such amount withheld.

5 CONFIDENTIAL INFORMATION

5.1 Definition. "Confidential Information" shall mean (a) the NUANCE Software, (b) any information conveyed in written, graphic, machine-readable, or other tangible form, provided that such information is conspicuously marked or designated as confidential or proprietary, (c) any information conveyed orally or electronically where such information is either designated as confidential or proprietary at the time of such oral or electronic disclosure and confirmed, in writing, as confidential or proprietary within fifteen (15) days of such oral or electronic disclosure, or (d) any information that ought, in good faith, to be treated as confidential given its nature and/or the circumstances of its disclosure. Notwithstanding the above, information shall not be deemed Confidential Information to the extent that it (i) was generally known and available in the public domain at the time it was disclosed or subsequently becomes generally known and available in the public domain through no fault of the recipient; (ii) was rightfully known to the recipient at the time of disclosure and this can be shown by reasonable evidence; (iii) is disclosed with the prior written approval of the disclosing party; (iv) was independently developed by the recipient without any use of the Confidential Information of the disclosing party; or (v) becomes known to the recipient from a source other than the disclosing party without breach of this Agreement and this can be shown by reasonable evidence. The obligation not to use or disclose Confidential Information will remain in effect until one of these exceptions occurs.

5.2 No Disclosure. Each party agrees not to disclose any Confidential Information transferred to it by the other party. Notwithstanding the immediately preceding sentence, either party may disclose Confidential Information to its contractors who are bound by written obligations of confidentiality substantially similar to and, in any event, no less stringent than those set out in this Section 5 and who have a need to know to carry out the purposes of this Agreement. Each party shall protect the other’s Confidential Information from unauthorized dissemination and use and may, in doing so, use the same degree of care that such party uses to protect its own like information but such party must use at least the degree of care that is reasonable under the circumstances. Neither party will use the other party’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information.

5.3 This Agreement. Each party agrees that the terms and conditions, and this Agreement itself, shall be considered Confidential Information, except as expressly otherwise stated in this Agreement; provided, however, that either party may reveal the contents of this Agreement to auditors or other professionals with a need to know in connection with such parties’ efforts to obtain financing, comply with legal or regulatory requirements or negotiate a merger, acquisition, or sale of substantially all the assets of such party’s business.



Any disclosure of the contents of this Agreement to auditors or other professionals pursuant to the immediately preceding proviso shall only be made pursuant to an appropriate confidentiality agreement.

5.4 Return of Confidential Information. The receiving party shall return to the disclosing party, destroy or erase all Confidential Information of the disclosing party in tangible form: (i) upon the written request of the disclosing party; or (ii) upon the expiration or termination of this Agreement, whichever comes first, and in both cases, the receiving party shall certify promptly and in writing that it has done so.

6 MAINTENANCE AND SUPPORT

6.1 Maintenance and Support Services. If ordered by LICENSEE, LICENSOR will provide the maintenance and support services described in Exhibit C.

6.2 Updates and Upgrades. Unless LICENSEE has purchased a maintenance and support service plan under which LICENSOR provides Updates and Upgrades, LICENSEE shall have no right to Updates or Upgrades.

7 LIMITED WARRANTY; DISCLAIMERS

7.1 Limited Warranty. Subject to this Section 7.1, LICENSOR warrants for a period of thirty (30) days from the later of (a) initial delivery of NUANCE Software or (b) the Effective Date of this Agreement (the “Warranty Period”); that the NUANCE Software, if properly installed by LICENSEE in accordance with LICENSOR's published instructions, will substantially conform to the specifications in the Documentation. If the NUANCE Software does not conform to such specifications, LICENSEE shall promptly notify LICENSOR and provide LICENSOR with all available information so that LICENSOR can reproduce any such nonconformity. LICENSOR's sole obligation for any breach of warranty is to undertake reasonable commercial efforts, as set forth in Section 7.2 below, to remedy any substantial non-conformity reported by LICENSEE.

7.2 Warranty Support. During the Warranty Period, LICENSOR shall provide telephone consulting services and/or written support services through fax, email or other manner to LICENSEE’s designated personnel to provide such personnel with defect support relative to the NUANCE Software and Documentation. Such warranty support shall consist of providing LICENSEE (and only LICENSEE) assistance when either (a) a failure of the NUANCE Software to substantially conform with the specifications contained in the Documentation, or (b) an incorrect or incomplete statement or diagram in the Documentation substantially impairs LICENSEE’s use of the NUANCE Software. LICENSOR will analyze the claim of LICENSEE that one of the foregoing conditions exists and inform LICENSEE of the result of its analysis. If such a condition is confirmed by LICENSOR, LICENSOR will exercise commercially reasonable efforts to provide LICENSEE with corrected NUANCE Software or Documentation, as applicable, as soon as possible. If a correction is not commercially feasible in LICENSOR’s reasonable opinion, LICENSOR shall have the right to discharge its obligations under this Section 7 by refunding any license fee paid and accepting a return of the NUANCE Software. Warranty support services shall be provided during LICENSOR’s normal business hours (Eastern U.S. Time), Mondays through Fridays (excluding LICENSOR-specified holidays).

7.3 NO OTHER WARRANTIES. THE FOREGOING CONSTITUTES LICENSOR’S SOLE OBLIGATION, AND LICENSEE’S EXCLUSIVE REMEDY, WITH RESPECT TO BREACH OF THE FOREGOING LIMITED WARRANTY. EXCEPT FOR WARRANTIES STATED IN THIS SECTION 7, LICENSOR DISCLAIMS AND MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8 INFRINGEMENT; INDEMNITIES

8.1 Indemnity. LICENSOR agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against LICENSEE to the extent it is based on a claim the NUANCE Software directly infringes any United States patent, copyright, trademark, or trade secret of a third party, and LICENSOR will indemnify and hold LICENSEE harmless from and against any losses, damages, and expenses (including reasonable attorneys' fees) that are attributable to such claim or action and are assessed against LICENSEE in a final judgment. LICENSOR shall have the foregoing obligation only if LICENSEE provides LICENSOR with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense or settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. LICENSOR shall not be responsible and shall not compensate LICENSEE for any attorneys’ fees or other expenses or costs that LICENSEE incurs before LICENSEE’s request for indemnification or defense. Notwithstanding anything to the contrary in the foregoing, LICENSOR's obligations under Section 8 will not apply to Open Source Software.

8.2 Limited Remedies. If any NUANCE Software becomes, or in LICENSOR's opinion is likely to become, the subject of an infringement claim or action, LICENSOR may, at its option and in its sole discretion discharge its obligations under this Section 8 by: (a) procuring, at no cost to LICENSEE, the right for LICENSEE to continue using the NUANCE Software; (b) replacing or modifying the NUANCE Software to render it non-infringing,



provided there is no material loss of functionality; or (c) if, in LICENSOR's reasonable opinion, neither (a) nor (b) above is commercially feasible, terminating the license and refunding the amounts LICENSEE paid for such NUANCE Software as depreciated on a straight-line 60 month basis. Except as provided in Section 8.1, the foregoing provisions of this Section 8.2 state LICENSOR's sole obligation and LICENSEE's exclusive remedy in the event any claim or action for infringement is commenced or is likely to be commenced.

8.3 Exclusions; LICENSEE Indemnity. LICENSOR will have no obligation or liability under this Section 8 for any claim or action arising out of NUANCE Software: (a) relating to modifications to the NUANCE Software by a party other than LICENSOR after delivery to LICENSEE; (b) relating to the combination or use of the NUANCE Software with other products, processes, or materials if the NUANCE Software itself would not infringe; (c) where LICENSEE continues allegedly infringing activities after being provided with modifications that would have avoided the alleged infringement; or (d) where LICENSEE's use of the NUANCE Software is not in accordance with the terms of this Agreement. LICENSEE agrees to indemnify and hold LICENSOR harmless from and against all losses, damages and expenses, including reasonable attorneys' fees, in connection with any claims brought against LICENSOR arising out of any of the conditions described in clauses (a) through (d) above. LICENSEE shall have the foregoing obligation only if LICENSOR provides LICENSEE with: (i) a prompt written request for indemnification or defense in such claim or action; (ii) sole control and authority over the defense or settlement thereof; and (iii) all available information, assistance and authority reasonably necessary to settle and/or defend any such claim or action.

9 LIMITATION AND DISCLAIMER OF DAMAGES

9.1 Limitation of Liability. LICENSOR's total aggregate liability to LICENSEE, its directors, officers, and employees for any and all claims arising under or in connection with this Agreement, regardless of the form of action, will not exceed the aggregate fees actually paid by LICENSEE to LICENSOR during the one year period preceding such claim. LICENSOR’s limitation of liability is cumulative with all LICENSEE’s payments during such one year period being aggregated to determine satisfaction of the limit. The existence of more than one claim shall not enlarge or extend the limit.

9.2 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10 TERMINATION

10.1 Term. This Agreement commences on the Effective Date, and, unless terminated earlier in accordance with the terms hereof, will continue in effect for a period of one (1) year following the Effective Date (the "Term"), unless the parties otherwise agree in writing. The Term may be extended upon mutual agreement of the parties.

10.2 Termination By Either Party. Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach (including, but not limited to, failure to make timely payment) of this Agreement and fails to cure such breach within 30 days if such breach is curable, provided, however, that a breach by LICENSOR of its obligations under Section 8 shall not be deemed to be a material breach but instead shall be subject to the exclusive remedies set forth in Section 8.2.

10.3 Termination by LICENSOR. LICENSOR may terminate this Agreement immediately upon written notice to LICENSEE if: (a) LICENSEE violates the License grant set forth in Section 3 or commits any breach of confidentiality obligations under Section 5; or (b) LICENSEE files or has filed against it a petition in bankruptcy not dismissed in 30 days, has a receiver appointed to handle its assets or affairs, admits that it is insolvent or is otherwise unable to pay its debts as they mature, or ceases to do business in the ordinary course.

10.4 Effect of Termination. Upon the termination of this Agreement, LICENSEE shall immediately: (a) cease use of the NUANCE Software (in any form, including partial copies in its possession or under its control); (b) destroy all copies of the NUANCE Software and certify in writing to LICENSOR that no copies have been retained by it within 10 days of such termination; and (c) pay any outstanding amounts due to LICENSOR.

10.5 Survival. Notwithstanding anything to the contrary in this Section 10, the provisions of Sections 2, 5, 7.3, 9, 10, 11 and any payment obligations shall survive expiration or termination of this Agreement.

11 GENERAL TERMS

11.1 Assignment. LICENSEE shall not assign or otherwise transfer its rights or obligations under this Agreement to a third party unless such assignment is approved in writing by LICENSOR. For the avoidance of confusion, an assignment or transfer of LICENSEE’s rights or obligations shall be deemed to include, but not be limited to, a change in the direct or indirect ownership or control of fifty percent (50%) or more of the voting stock of



LICENSEE. Notwithstanding the foregoing, LICENSEE may assign its rights hereunder in their entirety pursuant to (i) a merger with, (ii) the sale of substantially all of its assets to, or (iii) a consolidation with a third party; provided LICENSEE provides LICENSOR with prompt written notice of such sale, merger or consolidation; and provided, further, that the third-party assignee agrees, in writing, to be bound by all of the obligations of LICENSEE under this Agreement.

11.2 Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, act of terrorism, war, or any other reason where failure to perform is beyond the reasonable control of the non-performing party and not due to its fault or negligence.

11.3 Notices. All notices under this Agreement shall be sent in writing to the notice address set out on page 1. All such notices shall be deemed to be received by the other party three (3) days after the postal date or on the date the receipt is signed confirming delivery by a courier mail company, whichever is earlier.

11.4 Press Releases. Within a reasonable time after the execution of this Agreement, the Parties shall issue a joint press release that announces the LICENSEE/LICENSOR relationship. All of LICENSEE’s press releases with respect to this Agreement will refer to LICENSOR (with the following reference: “Nuance Communications, Inc. (NASDAQ: NUAN)”) and will identify the NUANCE Software.

11.5 Relationship Between the Parties. The parties shall act as independent contractors. Except as may be otherwise expressly permitted hereunder, neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity.

11.6 Governing Law. This Agreement shall be governed exclusively by and construed according to the law of New South Wales, Australia excluding the United Nations Convention on Contracts for the International Sale of Goods. The official text of the Agreement and any Addendum or any notices given on accounts or statements required hereby shall be in English. Any and all disputes between Nuance and LICENSEE will be submitted to the competent court in New South Wales, Australia.

11.7 Injunctive Relief/Collection. Each party acknowledges that any use or disclosure of the Confidential Information of the other in a manner inconsistent with this Agreement or any infringement of LICENSOR's intellectual property may cause irreparable damage for which remedies other than injunctive relief may be inadequate. The receiving party or infringing party agrees that in any request by the disclosing party or the infringed party to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, such party will not maintain that such remedy is not appropriate under the circumstances. LICENSOR shall be entitled to all reasonable attorneys’ fees and costs that it incurs to collect any past due amount.

11.8 Export Controls. LICENSEE agrees and certifies that neither the NUANCE Software, nor any other technical data received from LICENSOR, nor the direct product thereof, will be exported or re-exported outside the United States except as authorized and as permitted by the laws and regulations of the United States.

11.9 Entire Agreement; Amendments. This Agreement, along with all exhibits, schedules, and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the parties regarding such subject matter. This Agreement may be amended only in writing, signed by authorized representatives of the parties.

11.10 Partial Invalidity; Waiver. If any provision of this Agreement shall be declared void, illegal, or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law, provided that the intent of the parties is not materially impaired. The parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. No failure of either party to exercise any power or right hereunder or to insist upon strict compliance with the terms of this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance with the terms of this Agreement.



EXHIBIT A

NUANCE SOFTWARE

LIST PRICES, DISCOUNTS, SHIPPING AND PAYMENT

1 LIST PRICES AND DEFINITIONS

1.1List prices for NUANCE Software are set forth in the then-current published Nuance speech division network product price list, or as otherwise provided by Nuance to Customer hereunder. LICENSOR reserves the right to change list prices on thirty (30) days prior written notice.

1.2Definitions

ASR Automated speech recognition

DTMF Dual Tone Multi Frequency

End Pointer Software- Standard

Software component that detects the initial speech in a telephone call in connection with ASR software

End Pointer - Other Wake-up Word is used to detect a particular word in a speech stream; Selective Barge-In is used to activate barge-in capability only when a specific word or phrased is detected.

Grammar A Closed Grammar and/or an Open Grammar

NL or Natural Language Capability of recognizing more than one unique item within a caller’s utterance

Open Grammar A grammar that supports statistical language models, robust parsing and may support statistical semantic modeling through SpeakFreely or Accuroute

OSR OpenSpeech Recognizer Software

Port/Conversation As used in the context of ASR or speaker verification/authentication software (the Software), "Port" means the audio connection between the Software and a live caller or other agent able to use speech to support a single Conversation.

A "Conversation" commences when a telephone caller is first connected to a computer system that detects the caller’s speech (using either Licensor’s or another party’s speech detection technology) for speech recognition purposes through use of NUANCE Software (the "Computer System") and continues until the first of the following to occur: (a) the caller's telephone (or equivalent device) completely terminates the speech recognition portion of the connection between the telephone (or equivalent device) and the network or networks that connect it to the Computer System; (b) the telephone caller's connection is transferred to a live operator/agent; (c) the caller intentionally transfers the connection to a resource which is independent of the Computer System; or (d) although the caller may remain connected to the Computer System, the Computer System will not further process the caller's spoken words for speech recognition purposes prior to termination of the call as defined in (a) above.

As used in the context of text-to-speech (“TTS”) software, "Port" means an audio connection from the TTS software and a live caller or other agent to receive and not store audio. TTS software is licensed for the maximum number of simultaneous outbound ports enabled to deliver the output of the TTS software configured in the system.

Seat As used in the context of Nuance biometric software, “Seat” means an agent position, regardless of the method of audio acquisition used (TDM, VOIP, etc).

Seats As used in the context of Nuance biometric software, “Seats” means the maximum number of agent positions that can simultaneously access and use the Nuance biometric software. This is not the floating number of agents at any given time.

TTS Text-to-Speech



User As used in the context of Nuance biometric software, a User is a person with a unique identifier in the Voiceprint database. A User can have one or more Voiceprints enrolled on the system.

Voiceprint Enrollee As used in the context of Nuance biometric software, an individual person who is assigned a unique identifier by LICENSEE in the Voiceprint Repository. A Voiceprint Enrollee may have one or more Voiceprints in the Voiceprint Repository.

Voiceprint As used in the context of Nuance biometric software, a compact representation of speech data for a particular Voiceprint Enrollee that is created during an enrollment phase for that Voiceprint Enrollee. A Voiceprint for a Voiceprint Enrollee is saved in the Voiceprint Repository and may be later retrieved and compared with new speech data to determine whether the new speech data is associated with the Voiceprint Enrollee who made the Voiceprint.

Voiceprint Repository In the context of Nuance biometric software, a repository of Voiceprints associated with individual Voiceprint Enrollees created by LICENSEE.

2 OPEN SOURCE SOFTWARE

Certain NUANCE Software contains executable versions of Open Source Software.

3 DISCOUNTS

Discount Policy. LICENSOR may elect to offer discounts on NUANCE Software. Any discounts offered will be set forth in Exhibit B Initial Order.

4 LICENSEE Purchase Orders.

If LICENSEE requires that LICENSOR reference a Licensee purchase order in invoices issued by LICENSOR, LICENSEE confirms this requirement by initialing in the block below:

INITIALSLICENSEE Requires LICENSEE PO Reference in applicable invoices

LICENSEE acknowledges and agrees that if it issues purchase orders which are unsigned by LICENSEE, such purchase orders are deemed to be valid and binding.

5 Invoices and Payment; Maintenance and Support.

5.1Invoices and Payment. LICENSOR will issue invoices on shipment. LICENSEE will make payment net thirty (30) days.

5.2Maintenance and Support/Invoices and Payment.

(a) Maintenance and Support Periods. Provided that LICENSEE orders Maintenance and Support, the Initial Maintenance Period shall be as defined in Section 1.2 of Exhibit C.

(b) Maintenance and Support/Invoices and Payment. Orders for Maintenance and Support are non-cancelable and non-refundable. If LICENSEE elects to purchase Maintenance and Support for any NUANCE Software licenses, LICENSEE will be required to purchase Maintenance and Support for all of LICENSEE’S NUANCE Software licenses. LICENSEE may not support a subset of its NUANCE Software licenses. In addition, when purchasing Nuance Maintenance and Support, all NUANCE Software licenses must be supported at the same service level. By way of example, if LICENSEE elects to purchase Nuance 24X7 Maintenance and Support for any NUANCE Software license, LICENSEE will be required to purchase 24X7 Maintenance and Support for all of its NUANCE Software Licenses.

(c) Maintenance Period/Renewal. LICENSEE may renew a Maintenance Period by issuing an Order for Maintenance and Support at least thirty (30) days prior to expiration of the then-current Maintenance Period.

(d) If Maintenance and Support lapses or was never originally purchased, and LICENSEE subsequently



desires to purchase Maintenance and Support, then in addition to the Maintenance and Support fees otherwise due hereunder, LICENSEE shall pay a reinstatement fee equal to one and one-half (1.5) times the fee for the Maintenance and Support service for the period during which LICENSEE did not have M&S Services in place with LICENSOR.



5.3Payment Address. All payments shall be made in United States Dollars by wire transfer as follows:

Account Holder: Nuance Communications Ireland LimitedAccount Number:Swift Address:IBAN Number:Bank Name:Bank Address:

5.4Audit. LICENSOR shall have the right to conduct an audit of LICENSEE’s books and records to confirm compliance with the terms of this Agreement. Such audit shall be conducted by a mutually acceptable public accounting firm. LICENSEE agrees to cooperate with LICENSOR in the conduct of such audit within thirty (30) days of notice. Any audit shall be performed during normal business hours. In the event such audit discloses an underpayment, LICENSEE shall pay LICENSOR the amount of such underpayment within ten (10) days of demand. LICENSEE shall also be responsible for the cost of the audit if the underpayment exceeds five percent (5%) of the license fees paid for the period covered by the audit.

5.5Invoices. Unless otherwise specified by LICENSEE, LICENSEE’s address and contact points for invoices, payments and royalty reports is the address set forth on the first page of this Agreement.



EXHIBIT A-1

OPEN SOURCE SOFTWARE

Certain NUANCE Software contains executable versions of the Open Source Software described below:

OPENSPEECH RECOGNIZER (OSR) SOFTWARE

Xerces Java Parser. Copyright © 1999-2001. The Apache Software Foundation. LICENSOR obtained the Xerces Java Parser from the Apache Software Foundation. OSR software contains a copy of Xerces Java Parser in executable form. LICENSEE acknowledges that use of the Xerces Java Parser is subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

OPENSSL. Copyright © 1998-2003. The OpenSSL Project. LICENSOR obtained OPENSSL from the OPEN SSL Project. OSR software contains portions of OPEN SSL in executable form. LICENSEE acknowledges that the developers of OPENSSL are not parties to this agreement and shall have no liability of any kind to LICENSEE in connection with use by LICENSEE of OPENSSL. SpiderMonkey (JavaScript-C) Engine. Source code files for Mozilla's C implementation of JavaScript were obtained by LICENSOR from Mozilla.org. Such source code files have not been modified by LICENSOR. Source code files for Mozilla's C implementation of JavaScript are available from www.mozilla.org under the terms of the Mozilla Public License v.1.1. OSR software contains the SpiderMonkey (JavaScript-C) Engine in executable form. LICENSEE acknowledges that use of the SpiderMonkey (Java Script-C) Engine by LICENSEE is subject to the conditions and disclaimers in the Exhibit A of the Mozilla Public License, Version 1.1 found at http://www.mozilla.org/MPL/.

Netscape Public Runtime. Source code files for Netscape Public Runtime were obtained by LICENSOR from Mozilla.org. Such source code files have not been modified by LICENSOR. Portions are Copyright © 1998-1999 Netscape Communications Corporation. Source code files for Netscape Public Runtime are available from www.mozilla.org under the terms of the Mozilla Public License v.1.1 and the Netscape Public License v.1.1. OSR software contains SpiderMonkey (JavaScript-C) Engine in executable form. LICENSEE Acknowledges that use of the Netscape Public Runtime by LICENSEE is subject to the conditions and disclaimers in the Exhibit A of the Mozilla Public License, Version 1.1 found at http://www.mozilla.org/MPL/.

ACE™ and TAO ™ Software. Copyright 1993-2006. William C. Schmidt et al. OSR software contains ACE and TAO Software in executable form. LICENSEE acknowledges that use of ACE and TAO Software is subject to the conditions and disclaimers listed at http://www.cs.wustl.edu/~schmidt/ACE-copying.html

Log4j. Copyright © 1999-2003. The Apache Software Foundation. OSR software contains Log4j in executable form. LICENSEE acknowledges that use of the Log4j software is subject to the conditions and disclaimers listed in the Apache Software License, Version 1.1 at http://www.apache.org.

OPEN CALL STEERING (OCS) SOFTWARE

Java Technology Restrictions. LICENSEE may not modify the Java Platform Interface ("JPI", identified as classes contained within the "java" package or any subpackages of the "java" package), by creating additional classes within the JPI or otherwise causing the addition to or modification of the classes in the JPI. In the event that LICENSEE creates an additional class and associated API(s) which (i) extends the functionality of a Java platform, and (ii) is exposed to third party software developers for the purpose of developing additional software which invokes such additional API, LICENSEE must promptly publish broadly an accurate specification for such API for free use by all developers. LICENSEE may not create, or authorize licensees to create additional classes, interfaces, or subpackages that are in any way identified as "java", "javax", "sun" or similar convention as specified by Sun in any class file naming convention.

Apache Components. The OCS Software includes software developed by or licensed through the Apache Software Foundation. Copyright © 1999-2003. The Apache Software Foundation. All rights reserved. The following names may not be used to endorse or promote products derived from the Apache licensed software without prior written permission: Apache Cocoon, Apache Software Foundation, Ant, Jakarta, Apache Avalon, Avalon Excalibur, Avalon Framework, Batik, The Jakarta Project, Commons, FOP, Apache POI, Jakarta-Regexp, Log4j, LogKit, Apache Lucene, Xalan, Tomcat, Struts, Velocity, Xerces, Axis, Jakarta-Oro, xml-commons, and WSIF. Products derived from this software may not be called “Apache”, nor may “Apache” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

GNU Components. Certain libraries in the OCS Software are licensed under the terms of the GNU Lesser General



http://www.mozilla.org




http://www.cs.wustl.edu/~schmidt/ACE-copying.html


Public License v2.1 as published by the Free Software Foundation. These libraries are distributed without any warranties of any kind, including but not limited to the implied warranty of merchantability or fitness for a particular purpose. No GNU LGPL public license or similar open source licenses contained within the Licensor Software shall be removed or modified and no associated proprietary rights notices or agreements accompanying the OCS Software shall be deleted. Certain products in the OCS Software are © 2002 – 2006 JBoss Inc. All Rights Reserved; Beanshell software is © 2002 Pat Niemeyer (www.beanshell.org).

Mozilla Components. The OCS Software include files that are subject to the Mozilla Public License Version 1.1 (the “License”); these files may not be used except in compliance with the License. A copy of the License may be obtained at http://www.mozilla.org/NPL/. Files distributed under the License are distributed by its authors or other contributors to the files on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License. The Original Code is Rhino, released in April, 1998.

Jena and DELI Software. © Copyright Hewlett-Packard Company 2002. All Rights Reserved. Hewlett-Packard software is distributed by its authors on an “AS IS” basis without warranty of any kind, either express or implied. Neither Nuance nor Hewlett-Packard assume any liability for any claim that may arise regarding the use of such Hewlett-Packard software. The Hewlett-Packard name may not be used to endorse or promote products derived from this software without prior written permission.

IBM Components. © 1996, 1999 International Business Machines Corporation and others. All Rights Reserved. The OCS Software contains IBM technology that is licensed by IBM “AS IS” without warranty from IBM of any kind, whether express or implied. Neither Nuance nor IBM assumes any liability for any claim that may arise regarding the use of such IBM technology. Components from IBM are available at http://www-128.ibm.com/developerworks/opensource/ and are licensed under the IBM Public License, a copy of which is located at http://www.ibm.com/us/.

ANTLR Software. © 1989-2000 jGuru.com (MageLang Institute). All Rights Reserved.

HSQLD Software. © 2001 The HSQL Development Group. All Rights Reserved. Neither the name of the HSQL Development Group or the names of its contributors may be used to endorse of promote products derived from this software without prior written permission.

Document Object Model Software. (“DOM Software”) is Copyright © 1994-2002 World Wide Web Consortium, (Massachusetts Institute of Technology, Institut National de Recherche en Informatique et en Automatique, Keio University). All Rights Reserved. http://www.w3.org/consortium/legal/legal. DOM SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS," AND COPYRIGHT HOLDERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. DOM SOFTWARE COPYRIGHT HOLDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THE DOM SOFTWARE OR DOCUMENTATION. The name and trademarks of DOM Software copyright holders may NOT be used in advertising or publicity pertaining to the software without specific, written prior permission.

Drools Software. © 2002 The Werken Company. All Rights Reserved. The name “drools” must not be used to endorse or promote products derived from the Drools Software without prior written permission. Products derived from this software may not be called “drools”, nor may “drools” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed at http://drools.werken.com/.

XT Implementation Software. © 1998, 1999 James Clark. Permission is granted, free of charge, to deal with the XT Implementation Software without restriction. The name of James Clark may not be used in advertising or otherwise to promote the sale, use or other dealing in the XT Implementation Software without the prior written permission of James Clark.

Dom4j Software. © Copyright 2001-2005 MetaStuff, Ltd. All Rights Reserved. The name “dom4j” may not be used to endorse or promote products derived from the dom4j Software without the prior written permission of MetaStuff Ltd. Products derived from the dom4j software may not be called “dom4j” nor may “dom4j” appear in the product name, without prior written permission. Dom4j software is further subject to the conditions and disclaimers listed at http://dom4j.org/ .

XML:DB Software. © 2000-2001 The XML Initiative. All Rights Reserved. The OCS Software includes software developed by the XML:DB Initiative (http://www.xmldb.org/) . The name “XML:DB Initiative” may not be used to endorse or promote products derived from the XML:DB Software without prior written permission. Products derived from the XML:DB Software may not be called “XML:DB” nor may “XML:DB” appear in the product name without prior



http://www.beanshell.org

http://www.beanshell.org

http://www.mozilla.org/NPL/

http://www.mozilla.org/NPL/

http://www.ibm.com/us/

http://www.ibm.com/us/

http://www.w3.org/

http://www.w3.org/

http://www.lcs.mit.edu/

http://www.lcs.mit.edu/

http://www.inria.fr/

http://www.inria.fr/

http://www.keio.ac.jp/




http://www.w3.org/consortium/legal/legal

http://www.w3.org/consortium/legal/legal

http://drools.werken.com/

http://drools.werken.com/

http://dom4j.org/

http://dom4j.org/

http://dom4j.org/

http://dom4j.org/

http://www.xmldb.org/


written permission. XML:DB software is further subject to the conditions and disclaimers listed at http://www.xmldb.org/ .

Maybeupload Software. © 2000-2001 Weft Technology Ltd. All Rights Reserved.

OPEN SPEECH DIALOG (OSD) SOFTWARE

Apache Components. The OSD Software includes software developed by or licensed through the Apache Software Foundation. Copyright © 1999-2003. The Apache Software Foundation. All rights reserved. The following names may not be used to endorse or promote products derived from the Apache licensed software without prior written permission: Apache Cocoon, Apache Software Foundation, Ant, Jakarta, Apache Avalon, Avalon Excalibur, Avalon Framework, Batik, The Jakarta Project, Commons, FOP, Apache POI, Jakarta-Regexp, Log4j, LogKit, Apache Lucene, Xalan, Tomcat, Struts, Velocity, Xerces, Axis, Jakarta-Oro, xml-commons, and WSIF. Products derived from this software may not be called “Apache”, nor may “Apache” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

DTDParser: The OSD Software includes a freely distributed Document Template Definition file parser called DTDParser. The licensing is described at http://www.wutka.com/dtdparserlicense.html

Mozilla Components: The OSD Software includes the Rhino ECMAScript interpreter, which is subject to the Mozilla Public License Version 1.1 which is found at http://www.mozilla.org/MPL/MPL-1.1.html

xmlParserAPI: The OSD Software includes XML APIs for dom and javax XML license by the World Wide Web Consortium. Licensing information is found at http://www.w3.org/Consortium/Legal/2002/ipr-notice-20021231

OPEN SPEECH INSIGHT (OSI) SOFTWARE

Apache Components. The OSD Software includes software developed by or licensed through the Apache Software Foundation. Copyright © 1999-2003. The Apache Software Foundation. All rights reserved. The following names may not be used to endorse or promote products derived from the Apache licensed software without prior written permission: Apache Cocoon, Apache Software Foundation, Ant, Jakarta, Apache Avalon, Avalon Excalibur, Avalon Framework, Batik, The Jakarta Project, Commons, FOP, Apache POI, Jakarta-Regexp, Log4j, LogKit, Apache Lucene, Xalan, Tomcat, Struts, Velocity, Xerces, Axis, Jakarta-Oro, xml-commons, and WSIF. Products derived from this software may not be called “Apache”, nor may “Apache” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

NUANCE VERIFIER

Apache Components. The Nuance Verifier software includes software developed by the Apache Software Foundation. Copyright © 2000. The Apache Software Foundation. All rights reserved. The following names may not be used to endorse or promote products derived from the Apache licensed software without prior written permission: Apache, Apache Software Foundation, Tomcat, Axis, Soap, Log4j. Products derived from this software may not be called “Apache”, nor may “Apache” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

NUANCE RECOGNIZER 9.0

Xerces Java Parser. Copyright © 1999-2001. The Apache Software Foundation. LICENSOR obtained the Xerces Java Parser from the Apache Software Foundation. OSR software contains a copy of Xerces Java Parser in executable form. LICENSEE acknowledges that use of the Xerces Java Parser is subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

OPENSSL. Copyright © 1998-2003. The OpenSSL Project. LICENSOR obtained OPENSSL from the OPEN SSL Project. OSR software contains portions of OPEN SSL in executable form. LICENSEE acknowledges that the developers of OPENSSL are not parties to this agreement and shall have no liability of any kind to LICENSEE in connection with use by LICENSEE of OPENSSL. SpiderMonkey (JavaScript-C) Engine. Source code files for Mozilla's C implementation of JavaScript were obtained







http://www.wutka.com/dtdparserlicense.html

http://www.wutka.com/dtdparserlicense.html

http://www.w3.org/Consortium/Legal/2002/ipr-notice-20021231

http://www.w3.org/Consortium/Legal/2002/ipr-notice-20021231

http://www.apache.org/

http://www.apache.org/

by LICENSOR from Mozilla.org. Such source code files have not been modified by LICENSOR. Source code files for Mozilla's C implementation of JavaScript are available from www.mozilla.org under the terms of the Mozilla Public License v.1.1. OSR software contains the SpiderMonkey (JavaScript-C) Engine in executable form. LICENSEE acknowledges that use of the SpiderMonkey (Java Script-C) Engine by LICENSEE is subject to the conditions and disclaimers in the Exhibit A of the Mozilla Public License, Version 1.1 found at http://www.mozilla.org/MPL/.

Netscape Public Runtime. Source code files for Netscape Public Runtime were obtained by LICENSOR from Mozilla.org. Such source code files have not been modified by LICENSOR. Portions are Copyright © 1998-1999 Netscape Communications Corporation. Source code files for Netscape Public Runtime are available from www.mozilla.org under the terms of the Mozilla Public License v.1.1 and the Netscape Public License v.1.1. OSR software contains SpiderMonkey (JavaScript-C) Engine in executable form. LICENSEE Acknowledges that use of the Netscape Public Runtime by LICENSEE is subject to the conditions and disclaimers in the Exhibit A of the Mozilla Public License, Version 1.1 found at http://www.mozilla.org/MPL/.

ACE™ and TAO ™ Software. Copyright 1993-2006. William C. Schmidt et al. OSR software contains ACE and TAO Software in executable form. LICENSEE acknowledges that use of ACE and TAO Software is subject to the conditions and disclaimers listed at http://www.cs.wustl.edu/~schmidt/ACE-copying.htmlSTLport. Copyright 1999,2000 Boris Fomitchev. LICENSEE acknowledges that the developers of STLport are not parties to this Agreement and shall have no liability of any kind to LICENSEE in connection with use by LICENSEE of STLport.

NUANCE APPLICATION STUDIO

Eclipse Components. Nuance Application Studio includes software developed by or licensed through The Eclipse Foundation. These include the Eclipse Web Tools Platform (Eclipse SDK 3.2, GEF 3.3, Nebule). This license is among the least restrictive license available, enabling developers to use the Web Tools Platform in creating new products without requiring them to release their own products as open source. The license may be found at: http://www.eclipse.org/legal/epl-v10.html.

JDOM: Nuance Application Studio leverages JDOM (jdom.org) which is available under an Apache-style open source license, with the acknowledgment clause removed. This license is among the least restrictive license available, enabling developers to use JDOM in creating new products without requiring them to release their own products as open source. The full text of the license can be found in the root directory of the project download available at http://www.jdom.org.

Apache Components. Nuance Application Studio includes software developed by or licensed through the Apache Software Foundation. Copyright © 1999-2003. The Apache Software Foundation. All rights reserved. The following names may not be used to endorse or promote products derived from the Apache licensed software without prior written permission: Apache Cocoon, Apache Software Foundation, Ant, Jakarta, Apache Avalon, Avalon Excalibur, Avalon Framework, Batik, The Jakarta Project, Commons, FOP, Apache POI, Jakarta-Regexp, Log4j, LogKit, Apache Lucene, Xalan, Tomcat, Struts, Velocity, Xerces, Axis, Jakarta-Oro, xml-commons, and WSIF. Products derived from this software may not be called “Apache”, nor may “Apache” appear in the product name, without prior written permission. Software is further subject to the conditions and disclaimers listed in Apache Software License v.1.1. found at http://www.apache.org/.

Java Technology Restrictions. LICENSEE may not modify the Java Platform Interface ("JPI", identified as classes contained within the "java" package or any subpackages of the "java" package), by creating additional classes within the JPI or otherwise causing the addition to or modification of the classes in the JPI. In the event that LICENSEE creates an additional class and associated API(s) which (i) extends the functionality of a Java platform, and (ii) is exposed to third party software developers for the purpose of developing additional software which invokes such additional API, LICENSEE must promptly publish broadly an accurate specification for such API for free use by all developers. LICENSEE may not create, or authorize licensees to create additional classes, interfaces, or subpackages that are in any way identified as "java", "javax", "sun" or similar convention as specified by Sun in any class file naming convention.

yWorks Components. Nuance Application Studio includes software developed by or licensed through yWorks GmbH. yFiles byte code in its obfuscated form may be distributed as a runtime component. The license may be found at: http://www.yworks.com/en/products_yfiles_commercialinfo_licensetypes.htm.

CDDL Components: Certain components of the Nuance Application Studio are licensed under the terms of the Common Development and Distribution License (CDDL), as published by Sun Microsystems. These include the JAXB reference implementation. The license may be found at http://www.sun.com/cddl/cddl.html.









http://www.eclipse.org/legal/epl-v10.html




http://www.jdom.org

http://www.jdom.org

http://www.jdom.org

http://www.jdom.org

http://www.yworks.com/en/products_yfiles_commercialinfo_licensetypes.htm

http://www.yworks.com/en/products_yfiles_commercialinfo_licensetypes.htm

http://www.sun.com/cddl/cddl.html

http://www.sun.com/cddl/cddl.html

NUANCE TUNE

The Python Software Foundation (PSF). Nuance Tunes includes software developed by or licensed through the Python Software Foundation. This license is among the least restrictive license available; provided, however, that PSF's License Agreement and PSF's notice of copyright, i.e., "Copyright (c)2001, 2002, 2003, 2004 Python Software Foundation; All Rights Reserved" are retained in Python 2.4 alone or in any derivative version. The license may be found at: http://www.python.org/download/releases/2.4.2/license/.

PyInstaller. Nuance Tune includes software developed by or licensed through PyInstaller and are licensed under the GPL license, with a special exception which allows use of PyInstaller to build and distribute non-free programs. You may copy and distribute verbatim copies of the PyInstaller's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipients of the PyInstaller a copy of this License along with the software. The license may be found at: http://pyinstaller.python-hosting.com/file/trunk/doc/LICENSE.GPL?rev=437

FREESPEECH, SPID, AND VOCAL PASSWORD (THE BIOMETRIC PRODUCT SUITE) EACH CONTAIN SOME OR ALL OF THE FOLLOWING:

Active Directory Application Mode (ADAM), Ajax Control Toolkit, AnimationCheckBox, Azman, Command Line Parser, GradientWaittingBar, HTML Agility Pack, Informix.ADO.Net, Infragistics Controls, Novell Directory Ldap, Obout Flyout, Oracle.ADO.Net, PinkieControls, Sybase ADO.Net, and Template Numerical Toolkit (TNT) software.

Torch. Copyright (c) 2003 Ronan Collobert (IDIAP, Trebolloc & Co) Copyright (c) 2003 Samy Bengio (IDIAP) Copyright (c) 2003 Johnny Mariéthoz (IDIAP). All rights reserved. The license may be found at: http://www.torch.ch/license.php

XML Parser. Copyright © 2002, Frank Vanden Berghen. All rights reserved.

WinPcap. FreeSpeech, only, includes WinPcap software. Copyright © 1999-2005 NetGroup, Politecnico di Torino (Italy) Copyright © 2005-2010 CACE Technologies, Davis (California) Portions Copyright © 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997 The Regents of the University of California Portions Copyright © 1995, 1996, 1997 Kungliga Teknisha Hogskolan (Royal Institute of Technology, Stockholm, Sweden) Portions Copyright © 1997 Yen Yen Lim and North Dakota State University Portions Copyright © 1993 Digital Equipment Corporation Portions Copyright © 1995, 1996, 1997, 1998 and 1999 WIDE Project Portions Copyright © 1996 Juniper Networks Portions Copyright 2001 Daniel Hartmeier Portions Copyright 1989 Carnegie Mellon. All rights reserved.

DB2.ADO.Net. Vocal Password, only, includes DB2.ADO.Net software.



http://www.python.org/download/releases/2.4.2/license/

http://www.python.org/download/releases/2.4.2/license/

http://pyinstaller.python-hosting.com/file/trunk/doc/LICENSE.GPL?rev=437




http://www.torch.ch/license.php




mailto:[email protected]

mailto:[email protected]

EXHIBIT B

INITIAL ORDER

ORDER for NUANCE SOFTWARE and MAINTENANCE AND SUPPORT SERVICES

This Order is issued by LICENSEE to LICENSOR in accordance with the terms of the End User License Agreement between the parties dated September ___, 2011 and is subject to the terms and conditions therein.

SECTION 1: NUANCE SOFTWARE AUTHORIZED FOR USE UNDER SECTION 4.1 OF AGREEMENT

Product Name List Price Quantity Total PriceVocal Password Server (single site) US$35,000 1 US$35,000

Total License Fees US$35,000

Vocal Password Users/Seats Block Size Unit Price Total Net PriceUsers 25,000 US$.70 ea US$17,500

Total Vocal Password User Fees US$ 17,500

Maintenance Service Provided to Licensee for the NUANCE Software Listed Above

Service Description Price

Premium See Exhibit C US$7,875

LICENSEE Election of No Maintenance ServiceIf LICENSEE elects Not To Purchase Maintenance Service, Initial Here

TOTAL LICENSE AND MAINTENANCE SERVICE FEES US$ 60,375

Minimum Commitment - Vocal Password UsersOn or before a date which is one (1) year after the Effective Date, LICENSEE shall place one or more orders for Vocal Password User which total 75,000 Vocal Password Users at a price of US$.70 per User (the “Minimum Commitment”). Orders shall be no less than 25,000 Vocal Password User Rights per Order plus Maintenance and Support at 15% of the price of the Vocal Password User Rights ordered. In the event that Licensee fails to issue sufficient orders to satisfy the Minimum Commitment on or before a date which is one (1) year after the Effective Date, LICENSOR shall issue an invoice for the amount of the Minimum Commitment less the total of all orders for Vocal Password Users. If Licensee fails to pay such invoice within fifteen (15) calendar days, LICENSOR shall have the right to terminate this Agreement.

Agreed To:

LICENSEE:

By: ____________________Name: __________________Title: __________________Date: ___________________

EXHIBIT C



Maintenance and Support Services/End User(Mar 15, 2006)

1. Maintenance and Support Levels, Services, Term

1.1 Services. LICENSOR will provide the Maintenance and Support Services ("M&S Service") that LICENSEE selects in an Order for M&S Service. M&S Service will include those services set forth in Table A at the support level selected.

1.2 Maintenance Period. If LICENSEE elects to purchase M&S Service, LICENSEE’s right to receive M&S Service shall be deemed to begin upon the date(s) on which the Nuance Software was delivered to LICENSEE and shall extend for a twelve (12) month period thereafter (an “Initial Maintenance Period”); subsequent M&S Service periods extending for twelve (12) months commence immediately on expiration of the prior Maintenance period (each a “Maintenance Period”); provided that LICENSEE has issued an Order for such M&S Service as set forth in Exhibit A, Section 5.2.

Table A. M&S Services for NUANCE Software

Coverage SDK Support* Premium Support 24x7 Support

Error Correction Yes Yes Yes

Updates Yes Yes Yes

Upgrades No Yes Yes

Technical Support Web-based, email, and telephone

Web-based, email, and telephone

Web-based, email, and telephone

Availability8:30 a.m. to 5:30 p.m. during

business days. Customer selects Eastern US Time or

Belgium time.

4:00 a.m. to 10:00 p.m. during business days.

(Eastern US Time)

24 x 7 (including holidays) (Critical Errors only)

Trouble Tickets 5/year Unlimited Unlimited

Online Knowledge Base Yes Yes YesTech Bulletin (tech tips, FAQs, patches) Yes Yes Yes

Available Error Severity (see Table C) Medium, Low Critical, High, Medium, Low Critical, High, Medium, Low

* SDK Support is only available to a LICENSEE who purchases the SDK.

2. Error Correction

2.1 Error Correction. M&S Service includes Error correction. "Error" means failure of the NUANCE Software to materially conform to its Documentation, but excluding any nonconformity resulting from LICENSEE's misuse, improper use, or unauthorized change of any NUANCE Software; LICENSEE's failure to implement Updates or Upgrades; or the combining of NUANCE Software with hardware or software not supplied or identified as compatible by LICENSOR. Errors are classified in Table B.



Table B. Error Classification

2.2 Error Classification. Upon identification of an Error, LICENSEE will notify LICENSOR and provide LICENSOR with sufficient information to locate and reproduce the Error. LICENSOR will work with LICENSEE to determine the classification of such Error.

2.3 Telephone Support. Where applicable, LICENSOR will provide telephone assistance to LICENSEE for the NUANCE Software in accordance with the response and resolution targets set forth in Table C. Such services include: (a) clarification of functions and features of the NUANCE Software, (b) clarification of any Documentation pertaining to the NUANCE Software, (c) guidance in the operation of the NUANCE Software, and (d) Error verification, analysis and code corrections, as necessary, to cause the NUANCE Software to perform substantially in accordance with the most current Documentation.

2.4 Service Level Objectives. LICENSOR and LICENSEE acknowledge the potent ial ly idiosyncratic nature of any Error in the NUANCE Software, and not all Errors including, without limitation, TTS pronunciations will be corrected. LICENSOR will use all reasonable commercial efforts to attempt to resolve any problems within the target times specified in Table C, but failure to meet target times will not constitute a failure to perform a material provision of this exhibit.

Table C. Response and Resolution Targets

Error Severity Initial Response Goal Activity Target Resolution Goals Resolution Method

Critical (24/7 Support)* 4 hours continuous effort 4 days patch/work around

Critical (Premium Support)* 4 business hours continuous effort

during business hours 4 business days patch/work around

High* 8 business hours continuous during business hours 15 days patch/work around

Medium 24 business hours business hours 30 days patch as required

Low 48 business hours as required none as needed*Not available for SDK Support.

3. Delivery of M&S Services, LICENSEE Obligations

3.1 Maintenance. As part of M&S Service, LICENSOR will provide electronically (a) Updates and Upgrades, if any, and appropriate Documentation for the NUANCE Software for installation by LICENSEE, and (b) release notes providing additional documentation and provisional solutions to reported problems with the NUANCE Software.

3.2 Place of Performance. M&S Services will be performed by remote access unless LICENSOR and LICENSEE mutually agree that on-site service at the LICENSEE's site is required, in which case LICENSEE will pay travel and accommodation expenses.

3.3 LICENSEE Obligations. LICENSEE will:



Critical High Medium Low

(a) Supervise, control, and manage the NUANCE Software, implement backup procedures and maintain a current backup copy of all programs and data to protect information in the event of Errors or malfunctions of the NUANCE Software or equipment upon which the NUANCE Software is loaded or operating and to protect data from damage during the performance of M&S Services;

(b) Provide LICENSOR with reasonable telephonic or remote access to LICENSEE's personnel and equipment upon which the NUANCE Software is loaded or operating. This access will include, when applicable, the ability to dial-in to equipment on which the NUANCE Software is operating. LICENSOR will inform LICENSEE of the specifications of the modem equipment needed, and LICENSEE will be responsible for the costs and use of said equipment at the LICENSEE's location;

(c) Document and promptly report Errors or malfunctions of the NUANCE Software to LICENSOR. LICENSEE will take all necessary steps to carry out procedures provided by LICENSOR for the correction of such Errors or malfunctions within a reasonable time;

(d) Properly train its personnel in the use of the NUANCE Software and the equipment on which the NUANCE Software is loaded or operating;

(e) Update to latest version of NUANCE Software as applicable and necessary;

(f) Not run virus protection or backup software when calls are being taken. Such software should be run during maintenance windows when no calls are being taken; and

(g) Designate one primary and one backup individual (each a “Technical Contact”). A Technical Contact shall serve as the liaison with LICENSOR support personnel. With each additional USD $250,000 in net annual Maintenance and Support fees, LICENSEE has the option to designate an additional one (1) primary and one (1) backup Technical Contact. LICENSEE’s designated Technical Contact shall be the sole liaison between LICENSEE and LICENSOR for M&S Service. To avoid interruptions in services, LICENSEE must notify LICENSOR whenever its Technical Contact responsibilities are transferred to another individual. LICENSEE may be charged a fee to designate additional Technical Contracts without meeting the above criteria.

(h) Following written notice to LICENSEE and a 10 day cure period, LICENSOR may suspend M&S Services to the extent LICENSEE's failure to comply with this Section 3.3 substantially increases the cost or difficulty of LICENSOR providing such services.

4. Fees

4.1 Fees. LICENSOR will invoice LICENSEE at the beginning of each M&S Period in accordance with Exhibit A, Section 5.2 Maintenance and Support Invoices and Payment.

Table D.M&S Services Fees

Fees SDK Support Premium Support 24x7 Support

Rate (NUANCE Software)* See Exhibit A 15% of net License Fees 20% of net License Fees

Annual Minimum N/A $10,000 $15,000

LICENSOR reserves the right to change the price for Maintenance and Support upon thirty (30) days prior written notice.

* Does not include Maintenance and Support for custom software. Prices for maintenance and support for custom software is quoted on request. The price for Grammar Update Service is listed in Exhibit A.

** LICENSEE is obligated to satisfy the Annual Minimum at the beginning of each year of the Term. Purchases by LICENSEE of SDKs and Maintenance and Support service when committed to at the beginning of a year may be included in the calculation to satisfy the Annual Minimum.



5. Version Support Policy

5.1 Prior Software Versions. LICENSOR will support the NUANCE Software in accordance with its then-current Nuance Software Availability and Support Policy, a copy of which is available at http://network.nuance.com under the Product Download link.

5.2 Operating Environment. LICENSEE will be responsible for ensuring that the particular release specified for the system software (such as operating system, firmware or utilities) is being used. LICENSOR may suspend M&S Services until the necessary system software is installed. LICENSEE's obligation to pay fees for the then-current M&S Period will not be affected by such suspension.

6. Performance, Disclaimer

6.1 Performance. LICENSOR will use commercially reasonable efforts to provide M&S Services to LICENSEE. LICENSOR will have no obligation to provide M&S Services to any third party. LICENSOR will have no obligation to correct an Error, if the Error is the result of (a) LICENSEE's failure to implement all Updates, Upgrades, Error corrections, or modifications to the NUANCE Software; (b) changes to the operating system or environment which adversely affect the NUANCE Software; (c) alterations of or additions to the NUANCE Software not authorized by LICENSOR; (d) interconnection or integration of the NUANCE Software with other software products not supported by LICENSOR; or (e) use of the NUANCE Software on equipment other than the equipment for which such NUANCE Software was designed for use on. Under no circumstances does LICENSOR warrant or represent that all Errors can or will be corrected.

6.2 DISCLAIMER. THE FOREGOING PROVISION OF SECTION 6.1 STATE LICENSOR'S SOLE AND EXCLUSIVE OBLIGATION TO LICENSEE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AS TO THE CONDITION, QUALITY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MAINTENANCE AND SUPPORT SERVICES, ERROR CORRECTIONS, OR UPDATES.



http://network.nuance.com

http://network.nuance.com

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