<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended January 3, 1999 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________________ to
__________________
COMMISSION FILE NUMBER: 0-27038
SCANSOFT, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3156479
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
9 CENTENNIAL DRIVE
PEABODY MASSACHUSETTS 01960
(978) 977-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.001 PAR VALUE
(Title of each class)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $23,752,027 as of March 26, 1999, based on $1.625
per share, the last reported sales price on the Nasdaq National Market for such
date. Shares of Common Stock held by each executive officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares of the registrant's Common Stock outstanding as of March
26, 1999 was 26,355,780.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
<PAGE> 2
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
(1) Financial Statements - See Index to Financial Statements in Item
8 of this Report.
(2) Financial Statement Schedule - The following financial statement
schedule for our fiscal years ended December 31, 1998, 1997 and
1996 is contained in Item 8 of this Report:
II - Valuation and Qualifying Accounts and Reserves
Report of PricewaterhouseCoopers LLP, Independent Accountants.
Refer to Item 8 above.
All other schedules have been omitted as the requested
information is inapplicable or the information is presented in
the financial statements or related notes included as part of
this Report.
(3) Exhibits - Refer to Item 14(c) below.
(b) Reports on Form 8-K.
(1) On December 8, 1998, the Registrant filed a current report on
Form 8-K, dated December 3, 1998, to report under Item 5 the
signing of the agreement to acquire ScanSoft and to sell its
hardware business to Primax Electronics, Ltd., and to file, under
Item 7, the press releases associated therewith.
(c) Exhibits.
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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2.1(1) Agreement and Plan of Merger dated December 2, 1998, between
Visioneer, Inc., a Delaware corporation, and ScanSoft, Inc., a
Delaware corporation.
3.1(2) Bylaws of Registrant.
3.2(3) Amended and Restated Certificate of Incorporation of Registrant.
4.1(3) Specimen Common Stock Certificate.
4.2(4) Preferred Shares Rights Agreement, dated as of October 23, 1996,
between the Registrant and U.S. Stock Transfer Corporation,
including the Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred Stock, the
form of Rights Certificate and Summary of Rights attached thereto
as Exhibits A, B and C, respectively.
</TABLE>
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<PAGE> 3
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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<S> <C>
4.3+ Voting Agreement dated March 2, 1999 between Xerox, Xerox Imaging
Systems, Inc., Visioneer, Inc. and several holders of Visioneer
common stock.
10.1(2) Form of Indemnification Agreement.
10.2(2)** 1993 Incentive Stock Option Plan and form of Option Agreement.
10.3(2)** 1995 Employee Stock Purchase Plan and form of Subscription Agreement.
10.4(2)** 1995 Directors' Option Plan and form of Option Agreement.
10.5(5)** 1997 Employee Stock Option Plan.
10.6(5)** Director 1997 Compensation Plan.
10.7(2) LZW Paper Input System Patent License Agreement dated October 20,
1995 between the Registrant and Unisys Corporation.
10.8(2) Patent License agreement dated November 13, 1995 between the
Registrant and Wang Laboratories, Inc.
10.9(2) Building Lease dated May 21, 1996 between the Registrant and John
Arrillaga, Trustee, or his Successor Trustee, UTA dated 7/20/77
(Arrillaga Family Trust) as amended, and Richard T. Peery,
Trustee, or his Successor Trustee, UTA dated 7/20/77 (Richard T.
Peery, Separate Property Trust) as amended.
10.10(2) Software License Agreement dated August 14, 1996 between the
Registrant and Hewlett-Packard Company.
10.11(6) Form of Employment Agreement between the Registrant and each
individual who was an executive officer prior to the merger with
ScanSoft and the sale of the hardware business.
10.12 Software Distribution Agreement dated April 26, 1995 between
Xerox Imaging Systems, Inc. and Tech Data Corporation.
10.13+ Assignment, Assumption, Renewal and Modification Agreement dated
June 18, 1997 between Xerox Imaging Systems, Inc., ScanSoft, Inc.
and Tech Data Product Management, Inc.
10.14 Distribution Agreement dated September 22, 1993 between Ingram
Micro, Inc. and Xerox Imaging Systems, Inc., as amended.
10.15 Gold Disk Bundling Agreement: Pagis SE & Pagis Pro, dated June
29, 1998 between Xerox Corporation, through its Channels Group
and ScanSoft, Inc., as amended.
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<PAGE> 4
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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10.16 Gold Disk Bundling Agreement dated March 25, 1998 between Xerox
Corporation, Office Document Products Group and ScanSoft, Inc.
23.1+ Consent of PricewaterhouseCoopers LLP.
24.1+ Power of Attorney. (See page 66)
27.1+ Financial Data Schedule.
</TABLE>
- ----------
** Denotes Management compensatory plan or arrangement.
+ Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-4 (No. 333-70603) filed with the Commission on January 14, 1999.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-98356) filed with the Commission on October 19, 1995.
(3) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (No. 333-74343) filed with the Commission on March 12, 1999.
(4) Incorporated by reference from the Registrant's current report on Form 8-K
dated October 30, 1996.
(5) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997.
(6) Incorporated by reference from the Registrant's Annual Report on Form
10-K/A-2 for the fiscal year ended December 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCANSOFT, INC.
By: /s/ MICHAEL K. TIVNAN
-------------------------------------
Michael K. Tivnan, President
and Chief Executive Officer
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<PAGE> 5
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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<S> <C>
2.1(1) Agreement and Plan of Merger dated December 2, 1998, between
Visioneer, Inc., a Delaware corporation, and ScanSoft, Inc., a
Delaware corporation.
3.1(2) Bylaws of Registrant.
3.2(3) Amended and Restated Certificate of Incorporation of Registrant.
4.1(3) Specimen Common Stock Certificate.
4.2(4) Preferred Shares Rights Agreement, dated as of October 23, 1996,
between the Registrant and U.S. Stock Transfer Corporation,
including the Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred Stock, the
form of Rights Certificate and Summary of Rights attached thereto
as Exhibits A, B and C, respectively.
4.3+ Voting Agreement dated March 2, 1999 between Xerox, Xerox Imaging
Systems, Inc., Visioneer, Inc. and several holders of Visioneer
common stock.
10.1(2) Form of Indemnification Agreement.
10.2(2)** 1993 Incentive Stock Option Plan and form of Option Agreement.
10.3(2)** 1995 Employee Stock Purchase Plan and form of Subscription Agreement.
10.4(2)** 1995 Directors' Option Plan and form of Option Agreement.
10.5(5)** 1997 Employee Stock Option Plan.
10.6(5)** Director 1997 Compensation Plan.
10.7(2) LZW Paper Input System Patent License Agreement dated October 20,
1995 between the Registrant and Unisys Corporation.
10.8(2) Patent License agreement dated November 13, 1995 between the
Registrant and Wang Laboratories, Inc.
10.9(2) Building Lease dated May 21, 1996 between the Registrant and John
Arrillaga, Trustee, or his Successor Trustee, UTA dated 7/20/77
(Arrillaga Family Trust) as amended, and Richard T. Peery,
Trustee, or his Successor Trustee, UTA dated 7/20/77 (Richard T.
Peery, Separate Property Trust) as amended.
10.10(2) Software License Agreement dated August 14, 1996 between the
Registrant and Hewlett-Packard Company.
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<PAGE> 6
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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<S> <C>
10.11(6) Form of Employment Agreement between the Registrant and each
individual who was an executive officer prior to the merger with
ScanSoft and the sale of the hardware business.
10.12 Software Distribution Agreement dated April 26, 1995 between
Xerox Imaging Systems, Inc. and Tech Data Corporation.
10.13+ Assignment, Assumption, Renewal and Modification Agreement dated
June 18, 1997 between Xerox Imaging Systems, Inc., ScanSoft, Inc.
and Tech Data Product Management, Inc.
10.14 Distribution Agreement dated September 22, 1993 between Ingram
Micro, Inc. and Xerox Imaging Systems, Inc., as amended.
10.15 Gold Disk Bundling Agreement: Pagis SE & Pagis Pro, dated June
29, 1998 between Xerox Corporation, through its Channels Group
and ScanSoft, Inc., as amended.
10.16 Gold Disk Bundling Agreement dated March 25, 1998 between Xerox
Corporation, Office Document Products Group and ScanSoft, Inc.
23.1+ Consent of PricewaterhouseCoopers LLP.
24.1+ Power of Attorney. (See page 66)
27.1+ Financial Data Schedule.
</TABLE>
- ----------
** Denotes Management compensatory plan or arrangement.
+ Previously filed.
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-4 (No. 333-70603) filed with the Commission on January 14, 1999.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-98356) filed with the Commission on October 19, 1995.
(3) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (No. 333-74343) filed with the Commission on March 12, 1999.
(4) Incorporated by reference from the Registrant's current report on Form 8-K
dated October 30, 1996.
(5) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997.
(6) Incorporated by reference from the Registrant's Annual Report on Form
10-K/A-2 for the fiscal year ended December 31, 1996.
-6-
<PAGE> 1
EXHIBIT 10.12
SOFTWARE DISTRIBUTION AGREEMENT
BETWEEN
TECH DATA CORPORATION
AND
XEROX IMAGING SYSTEMS, INC.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 2
SOFTWARE DISTRIBUTION AGREEMENT
THIS SOFTWARE DISTRIBUTION AGREEMENT, (Agreement) dated this 26th day of
April, 1995 (the "Effective Date"), between TECH DATA CORPORATION, a Florida
corporation ("Tech Data"), with its principle place of business at 5350 Tech
Data Drive, Clearwater, FL 34668 and XEROX IMAGING SYSTEMS INC., a Delaware
corporation ("XEROX IMAGING") with its principle place of business at 9
Centennial Drive, Peabody, MA 01960.
WITNESSETH:
WHEREAS, Tech Data desires to purchase certain Products from XEROX
IMAGING from time to time; and
WHEREAS, XEROX IMAGING desires to sell certain Products to Tech Data in
accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, XEROX IMAGING desires to appoint Tech Data as its non-exclusive
distributor to market Products within the territory defined below;
NOW, THEREFORE, in consideration of the mutual premises herein contained
and other good and valuable consideration, Tech Data and XEROX IMAGING hereby
agree as follows:
ARTICLE I. TERM OF AGREEMENT
1.1 Term of Agreement. During the term of this Agreement, XEROX IMAGING will
provide to Tech Data the Products set forth in Purchase Orders (as
defined herein) in accordance with the terms and conditions set forth in
this Agreement. The term of this Agreement shall commence on the
Effective Date and, unless terminated by either party as set forth in
this Agreement, shall remain in full force and effect for a term of one
(1) year, and may be renewed for successive one (1) year terms upon
written confirmation of both parties.
1.2 Definitions. The following definitions shall apply to this Agreement.
(a) "Applicable Specification" shall mean the functional
performance, operational and compatibility characteristics of a
Product agreed upon in writing by the parties or, in the absence
of an agreement, as described in applicable Documentation.
(b) "Documentation" shall mean user manuals, training materials,
product descriptions and specifications, technical manuals,
license agreements, supporting materials and other printed
information relating to the Products, whether distributed in
print, electronic, or video format, in effect as of the date of
the applicable Purchase Order and incorporated therein by
reference.
(c) "Products" shall mean, individually or collectively the
sealed software packages comprised of the computer programs
encoded on software diskettes in form generally released by XEROX
IMAGING, listed in and more fully described in Exhibit A attached
and other computers or materials that may be developed and/or
licensed and sold by XEROX IMAGING for use in connection with
computer programs.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 3
(d) "Update" shall mean revised versions of the Product which
include any alterations, changes, enhancements, error
corrections, modifications or other revisions to the Product
which alter or improve the Products or revisions thereof,
provided that the term "Update" shall be deemed to include only
new version of the Products which are marketed with a change to
the number or letter to the right of the decimal in the version
number (for example Version 2.1, 2.2A or 2.25)
(e) "New Release" shall mean Products marketed with a change to
the number or letter to the left of the decimal in the version
number (for example 3.0 or 4.0) or Products which have terms
appended to their name such as "II" "Plus" or the like.
(f) "Territory shall mean the United States of America and its
territories and possessions, Canada and Latin America.
(g) "Customers" of Tech Data shall include dealers, resellers,
commercial customers, value added resellers and other similar
customers, but shall not include End Users unless specifically
set forth.
(h) "End Users" shall mean final retail purchasers or licensees
who have acquired Products for their own use and not for resale,
remarketing or redistribution, unless specifically set forth in a
separate agreement.
(i) "Services" means any warranty, maintenance, advertising,
marketing or technical support and any other services performed
or to be performed by XEROX IMAGING.
1.3 License. XEROX IMAGING hereby grants to Tech Data and Tech Data accepts
a non-exclusive right and license to distribute XEROX IMAGING software
products and third party software products licensed to XEROX IMAGING for
re-distribution within the territory as herein defined, together with
any Updates and enhancements thereto (collectively referred to as
"Software"). This license includes the right to (i) order, use, posses
and distribute quantities of Software, (ii) grant a sublicense to
resellers to license Software directly to End Users; and (iii)
sublicense Software to resellers solely for the resellers use on a
demonstration unit. XEROX IMAGING reserves the right to appoint other
authorized distributors and grant other licenses. Tech Data will use its
best efforts to promote sales of the Products.
ARTICLE II. PURCHASE ORDERS
2.1 Product Availability. From time to time or at Tech Data's request, XEROX
IMAGING shall inform Tech Data of Products available from XEROX IMAGING
including, but not limited to, replacement Products, New Releases,
enhancements or versions of existing Products. XEROX IMAGING shall
notify Tech Data at least thirty (30) days prior to the date any new
Product is to be introduced and shall make such Product available to
Tech Data for distribution no later than the date it is first introduced
in the market place.
If for any reason XEROX IMAGING Imagining's production is not on
schedule, XEROX IMAGING agrees to allocate Product to Tech Data's orders
based upon a percentage equal to the same percentage as XEROX IMAGING
Imagining's like customers purchasing like volume of same Products.
2.2 Purchase Orders. Tech Data may purchase and XEROX IMAGING shall sell to
Tech Data as follows:
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 4
(a) Purchase Orders for Product shall be placed by Tech Data
either in writing, by fax or electronically transferred or if
placed orally, shall be confirmed in writing within ten (10)
business days.
(b) Each Purchase Order may include other terms and conditions
which are consistent with the terms and conditions of this
Agreement or which are necessary to place a Purchase Order, such
as billing and shipping information, required delivery dates,
delivery locations, and the purchase price or charges for
Products, including any discounts or adjustments for special
marketing programs.
(c) A Purchase Order shall be deemed accepted by XEROX IMAGING
unless XEROX IMAGING notifies Tech Data in writing within five
(5) business days after receiving the Purchase Order that XEROX
IMAGING does not accept the Purchase Order.
(d) XEROX IMAGING shall accept Purchase Orders on C.O.D. basis
from Tech Data for additional Products which Tech Data is
contractually obligated to furnish to its customers and does not
have in its inventory upon the termination of this Agreement;
provided Tech Data notifies XEROX IMAGING of any and all such
transactions in writing within sixty (60) days of the termination
date.
(e) This agreement shall not obligate Tech Data to purchase any
Products or services except as specifically set forth in a
written Purchase Order.
2.3 Purchase Order Alterations or Cancellations. Prior to shipment of
Products, XEROX IMAGING shall accept an alteration or cancellation of a
Purchase Order in order to: (i) change a location for delivery, (ii)
modify the quantity or type of Products to be delivered or (iii) correct
typographical or clerical errors.
2.4 Evaluation or Demonstration Purchase Orders. Tech Data may issue
Purchase Orders in order to evaluate a reasonable quantity of Products
or for use as demonstration Products at no charge. After evaluation or
when such Products are no longer needed for demonstration, Tech Data
shall have the option to purchase the Products or to return such
Products to XEROX IMAGING at Tech Data's expense.
ARTICLE III. DELIVERY AND
ACCEPTANCE OF PRODUCTS
3.1 Subsidiaries. XEROX IMAGING understands and acknowledges that Tech Data
may obtain Products in accordance with this Agreement for the benefit of
subsidiaries of Tech Data. Subsidiaries of Tech Data shall be entitled
to obtain Products directly from XEROX IMAGING pursuant to this
Agreement.
3.2 Acceptance of Products. Tech Data shall, after a reasonable time to
inspect each shipment, accept each Product on the date (the "Acceptance
Date") when such Products and all necessary documentation are delivered
to Tech Data in accordance with the Purchase Order and the Product
specifications. Any Products not ordered or not otherwise in accordance
with the Purchase Order, such as mis-shipments or overshipments will be
returned to XEROX IMAGING at XEROX IMAGING Imagining's expense
(including without limitation costs of shipment or storage) and shall
promptly refund to Tech Data all monies paid in respect to such
Products. Tech Data shall not be required to accept partial shipment
unless Tech Data agrees prior to shipment.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 5
Tech Data shall have the ability to return for credit products which
have boxes that are or become damaged, unless such damage was caused by
Tech Data or for which Tech Data can be reimbursed by their insurance
carrier. An offsetting Purchase Order will be placed for all bad box
returns. In addition, XEROX IMAGING will supply to Tech Data, at no
charge, any and all missing material(s).
3.3 Defective Products. In the event any Products are received in a
defective condition or not in accordance with XEROX IMAGING Imagining's
applicable Specifications or the Documentation relating to such
Products, Tech Data may return the Products for full credit. Products
shall be deemed defective if the Product, or any portion of the Product,
fails to operate properly on initial "burn in", boot, or use as
applicable. Tech Data shall have the right to return any such Products
that are returned to Tech Data from its customers or End Users within
sixty (60) days of the Products' initial delivery date to the End User.
3.4 Transportation of Products. FOB Destination. XEROX IMAGING shall deliver
the Products to Tech Data at the location shown and on the delivery date
set forth in the applicable Purchase Order or as otherwise agreed upon
by the parties. Charges for transportation of the Products shall be paid
by Tech Data . XEROX IMAGING shall use only those common carriers
preapproved by Tech Data or listed in Tech Data's published routing
instructions, unless prior written approval of Tech Data is received.
Title to Products remains with XEROX IMAGING at all times. All risk of
loss or damage to the Products shall be borne by XEROX IMAGING until
delivery of such Products to the Tech Data warehouse or the location
specified in the appropriate Purchase Order.
XEROX IMAGING shall bear all costs of shipping and risk of loss of
in-warranty Products to XEROX IMAGING's location and back to Tech Data
or Tech Data's customer.
3.5 Resale of Products by Tech Data. During the term of this Agreement, Tech
Data may market, promote, distribute and resell Products to customers of
Tech Data, either directly or through its subsidiaries, in accordance
with the following terms and conditions:
(a) XEROX IMAGING shall extend to Tech Data and each customer of
Tech Data the same warranties and indemnifications, with respect
to Products purchased and resold hereunder as XEROX IMAGING
extends to its End User customers. The term of warranties and
indemnities extended by XEROX IMAGING to an End User shall
commence upon delivery of the Product to the End User.
(b) XEROX IMAGING shall make available at no charge to Tech Data
and the customers of Tech Data all technical and sales training,
technical support, marketing support, advertising material and
other services related to the Products that are currently offered
or that may be offered by XEROX IMAGING. XEROX IMAGING also
agrees to provide Tech Data a telephone support representative at
no charge during Tech Data's normal business hours.
(c) Tech Data is hereby authorized to use trademarks and trade
names of XEROX IMAGING and third parties used in connection with
the Products, advertising, promoting or distributing the
Products. Tech Data recognizes XEROX IMAGING or other third
parties may have rights or ownership of certain trademarks, trade
names and patents associated with the Products. Tech Data will
act consistently with such rights, and Tech Data shall comply
with any reasonable, written guidelines when provided by XEROX
IMAGING or third parties relating to such trademark or trade name
usage. Tech Data
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 6
will notify XEROX IMAGING of any infringement of which Tech Data
has actual knowledge. Tech Data shall discontinue use of XEROX
IMAGING Imagines' trademarks or trade names upon termination of
this agreement, except as may be needed to sell or liquidate any
final inventories of Product.
(d) Tech Data is free to determine its own resales prices for the
Products. Although Vendor may publish suggested list prices,
these are suggestions only and Tech Data shall be free to
determine the actual resale prices at which Products will be
distributed to its resellers. No employee or representative of
XEROX IMAGING or anyone else associated or affiliated with XEROX
IMAGING has any authority to dictate to Tech Data what its resale
prices for Products must be or to inhibit in any way Tech Data's
pricing discretion with respect to such Products.
(e) XEROX IMAGING shall clearly mark each unit package with the
serial number, product description and machine readable bar code
(employing UPC or ABCD industry standard bar code). Failure to do
so shall result in Tech Data deducting one-half percent (1/2%)
from invoice to offset the resultant administrative costs to Tech
Data.
3.6 Inventory Adjustment. Open ended inventory adjustment will be accepted
during the initial six (6) months of the Agreement. After the initial
six (6) month period XEROX IMAGING agrees to accept, on a monthly basis,
a shipment of Product in sealed cartons returned by Tech Data and to
credit Tech Data's account in the amount of the net price paid by Tech
Data therefore (the "Return Credit"), provided that Tech Data places an
offsetting Purchase Order.
In addition, Tech Data shall have the right to return for full credit,
without limitation as to the dollar amount, all Products that become
obsolete, that XEROX IMAGING discontinues or are removed from XEROX
IMAGING Imagining's current price list or are upgraded; provided Tech
Data returns such Products within sixty (60) days after Tech Data
receives written notice that such Products are obsolete, discontinued or
are removed from XEROX IMAGING Imagining's price list.
3.7 Time of Performance. Time is hereby expressly made of the essence with
respect to each and every term and provision of this agreement.
ARTICLE IV. WARRANTIES,
INDEMNITIES AND LIABILITIES
4.1 Warranty. XEROX IMAGING hereby represents and warrants that it has not
entered into any agreements or commitments which are inconsistent with
or in conflict with the rights granted to Tech Data herein; the Products
shall be free and clear of all liens and encumbrances; Tech Data and its
customers and End Users shall be entitled to use the Products without
disturbance; XEROX IMAGING warrants that all Software media shall be
free from defects in material and workmanship for a period of ninety
(90) days from the date of first use or installation by an End-User.
XEROX IMAGING sole obligation to the END-User shall be to replace any
Software media that proves defective during the warranty period. If such
Product is returned directly to Tech Data by a Customer or End-User,
Tech Data may then return it to XEROX IMAGING for credit (the actual
price paid, minus any price protection adjustments). XEROX IMAGING shall
supply Tech Data, at no additional charge, all services, parts or
replacement Products necessary for XEROX IMAGING to comply with its
Product warranties. XEROX IMAGING agrees that Tech Data shall be
entitled to pass through to customers of Tech Data and End Users of the
Products all warranties granted by XEROX IMAGING. XEROX IMAGING
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 7
represents that the Product warranties shall also include those set
forth in literature, applicable specifications, documentation,
advertising and printed material distributed by XEROX IMAGING. XEROX
IMAGING shall indemnify and hold Tech Data, its subsidiaries, customers
and their respective successors, officers, directors, employees and
agents harmless from and against all third party actions, claims,
losses, damages, liabilities, awards, costs and expenses (including a
reasonable attorney's fee) resulting from or arising out of any breach
or claimed breach of the foregoing warranties.
The express warranties set forth above specifically exclude and do not
apply to defects caused: (i) through no fault of XEROX IMAGING during
shipment from Tech Data to Customer; (ii) by the use or operation of the
Software in an application or environment other than that intended or
recommended by XEROX IMAGING, (iii) by modifications or alterations made
to the Software by Distributor or any third party.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, XEROX IMAGING MAKES NO OTHER
WARRANTIES TO DISTRIBUTOR AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR USE.
4.2 Proprietary Rights Indemnification. XEROX IMAGING hereby represents and
warrants that XEROX IMAGING has all right, title, ownership interest
and/or marketing rights necessary to provide the Products to Tech Data,
and Products and their sale and use hereunder do not infringe upon any
copyright, patent, trade secret or other proprietary or intellectual
property right of any third party, and that there are no suits or
proceeding, pending or threatened alleging any such infringement. XEROX
IMAGING shall indemnify and hold Tech Data, Tech Data's related and/or
subsidiary companies, Tech Data's customers and their respective
successors, officers, directors, employees and agents harmless from and
against any and all actions, claims, losses, damages, liabilities,
awards, costs and expenses, including but not limited to XEROX IMAGING
Imagining's manufacture, sale, offering for sale, distribution,
promotion or advertising of the Products supplied under this Agreement
(including attorney's fees) which they or any of them incur or become
obligated to pay resulting from or arising out of any breach or claimed
breach of the foregoing warranty, or by reason of any acts that may be
committed suffered or permitted by XEROX IMAGING. XEROX IMAGING shall
defend and settle, at its expense, all suits or proceedings arising
therefrom. Tech Data shall inform XEROX IMAGING of any such suit or
proceeding against Tech Data and shall have the right to participate in
the defense of any such suit or proceeding at Tech Data's expense and
through counsel of Tech Data's choosing. In the event an injunction is
sought or obtained against the use of a Product , XEROX IMAGING shall
within ninety (90) days of receipt of notice, at its option and expense,
either (i) procure for Tech Data, its customers and Product End Users
the right to continue to use the infringing Product as set forth in this
Agreement, or (ii) replace, to the extent Products are available, or
modify the infringing Product to make its use non-infringing while being
capable of performing the same function without degradation of
performance. XEROX IMAGING shall have no liability under this Section
for any infringement based on the use of any equipment or software with
any other equipment or software reasonably intended to be used with the
Product, if the equipment or software is used in a manner for which it
was not designed, or if the equipment or software is used in an
infringing process. XEROX IMAGING Imagines obligations hereunder shall
survive termination of this Agreement.
4.3 Cross Indemnification. In the event any act or omission of either party
or its employees, servants, agents or representatives causes or results
in (i) loss, damage to or destruction of property of the other party or
third parties, and/or (ii) death or injury to persons including, but not
limited to, employees or invitees of either party, then such party shall
indemnify, defend and hold
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 8
the other party harmless from and against any and all claims, actions,
damages, demands, liabilities, costs and expenses, including reasonable
attorneys' fees and expenses, resulting therefrom. The indemnifying
party shall pay or reimburse the other party promptly for all such loss,
damage, destruction, death or injury.
4.4 Insurance.
(a) The parties shall be responsible for providing Workman's
Compensation insurance in the statutory amounts required by the
applicable state laws.
(b) Without in any way limiting XEROX IMAGING Imagining's
indemnification obligation as set forth in this Agreement, XEROX IMAGING
shall maintain Commercial General Liability and/or Comprehensive General
Liability Insurance in such amounts as is reasonably satisfactory to
Tech Data. Either policy form should contain the following coverage's:
Personal and Advertising Injury, Broad Form Property Damage, Products
and Completed Operations, Contractual Liability, employees as Insured
and Fire Legal Liability.
(c) XEROX IMAGING will provide evidence of the existence of insurance
coverage's referred to in this Section by certificates of insurance
which should also provide for at least thirty (30) days notice of
cancellation, non-renewal or material change of coverage to Tech Data.
4.5 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PURSUANT TO THIS AGREEMENT FOR AMOUNTS REPRESENTING LOSS OF PROFITS,
LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE
OTHER PARTY.
4.6 Unauthorized Representations. Tech Data shall have no authority to alter
or extend any of the warranties of XEROX IMAGING expressly contained or
referred to in this Agreement without prior approval of XEROX IMAGING.
4.7 XEROX IMAGING agrees to provide Tech Data, upon signing this Agreement
and at any time thereafter that XEROX IMAGING modifies or adds products
distributed by Tech Data, with the Export Control Classification Number
(ECCN) for each of XEROX IMAGING Imagining's Products, and information
as to whether or not any of such Products are classified under the U.S.
Munitions List.
4.8 Disclaimer of Warranties. XEROX IMAGING has made expressed warranties in
this Agreement and in documentation, promotional and advertising
materials. EXCEPT AS SET FORTH HEREIN OR THEREIN, XEROX IMAGING
DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PRODUCTS.
ARTICLE V. PAYMENT TO XEROX IMAGING
5.1 Charges, Prices and Fees for Products. Charges, prices, quantities and
discounts, if any, for Products shall be determined as set forth in
Exhibit A, or as otherwise agreed upon by the parties, and may be
confirmed at the time or order. In no event shall charges exceed XEROX
IMAGING Imagining's then current established Charges. XEROX IMAGING
shall have the right to increase prices from time to time, upon written
notice to Tech Data not less than sixty (60) days prior to the effective
date of such increase. All orders placed prior to the effective date of
the increase, for shipment within sixty (60) days after the effective
date, shall be at the old price. Tech Data shall not be bound by any of
XEROX IMAGING Imagining's suggested prices.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 9
5.2 Most Favored Pricing and Terms. XEROX IMAGING represents that the prices
charged and the terms offered to Tech Data are and will be at least as
low as those charged or offered by XEROX IMAGING to any of its other
like distributors. If XEROX IMAGING offers price discounts, promotional
discounts or other special prices to its other like distributors, Tech
Data shall also be entitled to participate and receive notice of the
same no later than other like distributors.
5.3 Payment. Except as otherwise set forth herein, any undisputed sum due to
XEROX IMAGING pursuant to this Agreement shall be payable as follows: 2%
prepay, 1%-15 net forty-five (45) days after the invoice receipt. XEROX
IMAGING shall invoice Tech Data no earlier than the applicable shipping
date for the Products covered by such invoice. The due date for payment
shall be extended during any time the parties have a bona fide dispute
concerning such payment. Notwithstanding anything herein to the
contrary, for the initial order only, payment terms shall be net 90 days
and Tech Data may return any of the initial order for credit.
5.4 Taxes. Tech Data shall be responsible for franchise taxes, sales or use
taxes or shall provide XEROX IMAGING with an appropriate exemption
certificate. XEROX IMAGING shall be responsible for all other taxes,
assessments, permits and fees, however designated which are levied upon
this Agreement or the Products, except for taxes based upon Tech Data's
income. No taxes of any type shall be added to invoices without the
prior written approval of Tech Data.
5.5 Price Protection. XEROX IMAGING shall grant to Tech Data a retroactive
price credit for the full amount of any XEROX IMAGING price decrease on
all Products on order, in transit and in its inventory on the effective
date of such price decrease. Tech Data shall, within thirty (30) days
after receiving written notice of the effective date of the price
decrease, provide a list of all Products for which it claims a credit.
XEROX IMAGING shall have the right to a reasonable audit at XEROX
IMAGING Imagining's expense. All orders scheduled for shipment or in
transit to Tech Data at the time of notice of the price decrease shall
be adjusted to the decreased price.
5.6 Invoices. A "correct" invoice shall contain (i) XEROX IMAGING
Imagining's name and invoice date, (ii) the Purchase Order or other
authorizing document, (iii) separate descriptions, unit prices and
quantities of the Products actually delivered, (iv) credits (if
applicable), (v) shipping charges (vi) name (where applicable), title,
phone number and complete mailing address of responsible official to
whom payment is to be sent, and (vii) other substantiating documentation
or information as may reasonably be required by Tech Data from time to
time
5.7 Advertising Credit. XEROX IMAGING shall offer a three percent (3%) co-op
program and advertising credits and other promotional programs or
incentives to Tech Data as it offers its other distributors or
customers. Tech Data shall have the right at Tech Data's option, to
participate in such programs. XEROX IMAGING shall attach a copy of its
co-op program hereto. Tech Data shall provide XEROX IMAGING invoices for
the costs actually incurred by Tech Data for advertising and other
activities. Invoices provided hereunder shall be paid by XEROX IMAGING
within thirty (30) days after receipt or, at Tech Data's option, Tech
Data may deduct such amounts from any amounts due XEROX IMAGING
hereunder.
5.8 Vendor Reports. XEROX IMAGING shall, if requested, render monthly
reports to Tech Data setting forth the separate Products, dollars
invoiced for each Product, and total dollars invoiced to Tech Data for
the month, and such other information as Tech Data may reasonably
request.
5.9 Tech Data Reports. Tech Data shall, if requested, render monthly sales
out reports on diskette, in ASCII Comma Delimited Format. Information
provided will include: month and year sales activity occurred, internal
product number (assigned by Tech Data), written description, country,
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 10
State and zip code of resellers location, unit cost (distributors cost
at quantity 1), quantity and extended cost (cost times quantity). A
monthly inventory report, will be provided on a paper format once a
month. The reports will be delivered to the XEROX IMAGING at different
times in the month.
5.10 XEROX IMAGING agrees that for the term of this Agreement, XEROX IMAGING
shall provide upon Tech Data's request an annual report
ARTICLE VI. TERMINATION
6.1 Termination. Either party may terminate this agreement, with or without
cause, upon giving the other party sixty (60) days prior written notice.
In the event that either party materially or repeatedly defaults in the
performance of any of its duties or obligations set forth in this
Agreement, and such default is not substantially cured within thirty
(30) days after written notice is given to the defaulting party
specifying the default, then the party not in default may, by giving
written notice thereof to the defaulting party, terminate this Agreement
or the applicable Purchase Order relating to such default as of the date
specified in such notice of termination.
6.2 Termination for Insolvency or Bankruptcy. Either party may immediately
terminate this Agreement and any Purchase Order by giving written notice
to the other party in the event of (i) the liquidation or insolvency of
the other party, (ii) the appointment of a receiver or similar officer
for the other party, (iii) an assignment by the other party for the
benefit of all or substantially all of its creditors, (iv) entry by the
other party into an agreement for the composition, extension, or
readjustment of all or substantially all of its obligations, or (v) the
filing of a meritorious petition in bankruptcy by or against the other
party under any bankruptcy or debtors' law for its relief or
reorganization
6.3 Rights Upon Termination. Termination of any Purchase Order or this
Agreement shall not affect XEROX IMAGING Imagining's right to be paid
for undisputed invoices for Products already shipped. The termination of
this Agreement shall not affect any of XEROX IMAGING Imagining's
warranties, indemnifications or obligations relating to returns, credits
or any other matters set forth in this agreement that are to survive
termination in order to carry out their intended purpose, all of which
shall survive this Agreement. Upon termination of this Agreement, Tech
Data shall discontinue holding itself out as a distributor of XEROX
IMAGING Imagining's Products. The expiration of the term of this
Agreement shall not affect the obligations of either party to the other
party pursuant to any Purchase Order previously forwarded to XEROX
IMAGING.
6.4 Repurchase of Products Upon Termination. Upon the effective date of
termination of this Agreement for any reason, XEROX IMAGING agrees to
repurchase the Products in Tech Data's inventory which have been
purchased within the previous 150 days. XEROX IMAGING will repurchase
the Products at the original net purchase price; provided that the
Products have been unopened and are in their original factory sealed
packages. Tech Data shall submit to XEROX IMAGING, within sixty (60)
days after termination, the quantity of Product that Tech Data wishes
XEROX IMAGING to repurchase. In such event XEROX IMAGING shall issue a
Return Material Authorization to Tech Data for all such Products;
provided, however, that XEROX IMAGING shall accept returned Products in
accordance with this Section absent a Return Material Authorization if
XEROX IMAGING fails to issue said Return Material Authorization within
two (2) business days of Tech Data's request. XEROX IMAGING shall credit
any outstanding balances owed to Tech Data and remit in the form of a
check to Tech Data the remaining dollar amount of the Product returned
within thirty (30) days of receipt of the Product.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 11
ARTICLE VII. MISCELLANEOUS
7.1 Binding Nature, Assignment, and Subcontracting. This Agreement shall be
binding on the parties and their respective successors and assigns, but
neither party shall have the power to assign this Agreement without the
prior written consent of the other party.
7.2 Counterparts. This Agreement may be executed in several counterparts,
all of which taken together shall constitute one single agreement
between the parties.
7.3 Headings. The Article and Section headings used in this Agreement are
for reference and convenience only and shall not enter into the
interpretation hereof.
7.4 Relationship of Parties. Tech Data is performing pursuant to this
Agreement only as an independent contractor. Nothing set forth in this
Agreement shall be construed to create the relationship of principal and
agent between Tech Data and XEROX IMAGING. Neither party shall act or
represent itself, directly or by implication, as an agent of the other
party.
7.5 Confidentiality. Each party acknowledges that in the course of
performance of its obligations pursuant to this Agreement, it may obtain
certain confidential and/or proprietary information. Each party hereby
agrees that all such information communicated to it by the other party,
and identified as confidential, whether before or after the effective
date, shall be and was received in strict confidence, shall be used only
for purposes of this Agreement, and shall not be disclosed without the
prior written consent of the other party, except as may be necessary by
reason of legal, accounting or regulatory requirements beyond either
party's reasonable control. The provisions of this Section shall survive
the term or termination of this Agreement for any reason.
7.6 Arbitration. Any disputes arising under this Agreement shall be
submitted to arbitration in accordance with such rules as the parties
jointly agree. If the parties are unable to agree on arbitration
procedures, arbitration shall be conducted where the respondent party is
headquartered, in accordance with the rules of the American Arbitration
Association. Any such award shall be final and binding upon both
parties.
7.7 Notices. Wherever one party is required or permitted to give notice to
the other pursuant to this Agreement, such notice shall be deemed given
when delivered in hand, by telex or cable, or when mailed by registered
or certified mail, return receipt requested, postage prepaid, and
addressed as follows:
In the case of XEROX IMAGING: In the Case of Tech Data:
----------------------------- ----------------------------
Xerox Corporation Tech Data Corporation
9 Centennial Drive 5350 Tech Data Drive
Peabody, MA 01960 Clearwater, FL 34620
Attn: Tom D'Errico Attn: Tamra Muir
Contracts Administrator Director of Operations
cc: Debi A. Schwatka
Lead Contracts Administrator
Either party may from time to time change its address for notification
purposes by giving the other party written notice of the new address and
the date upon which it will become effective.
7.8 Force Majeure. The term "Force Majeure" shall be defined to include
fires or other casualties or accidents, acts of God, severe weather
conditions, strikes or labor disputes, war or other violence, or any
law, order, proclamation, regulation, ordinance, demand or requirement
of any governmental agency.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 12
(a) A party whose performance is prevented, restricted or
interfered with by reason of a Force Majeure condition shall be
excused from such performance to the extent of such Force Majeure
condition so long as such party provides the other party with
prompt written notice describing the Force Majeure condition and
takes causes of nonperformance and immediately continues
performance whenever and to the extent such causes are removed.
(b) If, due to a Force Majeure condition, the scheduled time of
delivery or performance is or will be delayed for more than
thirty (30) days after the scheduled date, the party not relying
upon the Force Majeure condition may terminate, without liability
to the other party, any Purchase Order or portion thereof
covering the delayed Products.
7.9 Return Material Authorization Numbers. XEROX IMAGING is required to
issue a Return Material Authorization Number (RMA) to Tech Data within
forty-eight (48) hours of Tech Data's request; however, if the Return
Material Authorization is not received within two (2) business days,
XEROX IMAGING shall accept returned Products absent a Return Material
Authorization Number. The net purchase price, minus any adjustments of
such Products returned to XEROX IMAGING shall be credited to Tech Data's
account.
7.10 Credits to Tech Data. In the event any provisions of this Agreement or
any other agreement between Tech Data and XEROX IMAGING require that
XEROX IMAGING grant credits to Tech Data's account, and such credits are
not received within thirty (30) days then, all such credits shall become
effective immediately upon notice to XEROX IMAGING. In such event, Tech
Data shall be entitled to deduct any such credits from the next monies
owed to XEROX IMAGING. In the event credits exceed any balances owed by
Tech Data to XEROX IMAGING, then, upon Tech Data's request, XEROX
IMAGING shall issue a check payable to Tech Data within thirty (30) days
of such notice.
7.11 Severability. If, but only to the extent that, any provision of this
Agreement is declared or found to be illegal, unenforceable or void,
then both parties shall be relieved of all obligations arising under
such provision, it being the intent and agreement of the parties that
this Agreement shall be deemed amended by modifying such provision, to
the extent necessary to make it legal and enforceable while preserving
its intent.
7.12 Waiver. A waiver by either of the parties of any covenants, conditions
or agreements to be performed by the other or any breach thereof shall
not be construed to be a waiver of any succeeding breach thereof or of
any other covenant, condition or agreement herein contained.
7.13 Remedies. All remedies set forth in this Agreement shall be cumulative
and in addition to and not in lieu of any other remedies available to
either party at law, in equity or otherwise, and may be enforced
concurrently or from time to time.
7.14 Survival of Terms. Termination or expiration of this Agreement for any
reason shall not release either party from any liabilities or
obligations set forth in this Agreement which (i) the parties have
expressly agreed shall survive any such termination or expiration, or
(ii) remain to be performed or by their nature would be intended to be
applicable following any such termination or expiration.
7.15 Nonexclusive Market and Purchase Rights. It is expressly understood and
agreed that this Agreement does not grant to XEROX IMAGING or Tech Data
an exclusive right to purchase or sell Products and shall not prevent
either party from developing or acquiring other vendors or customers or
competing Products.
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 13
7.16 Specifications and Drawing. XEROX IMAGING agrees to provide upon Tech
Data's request, at no charge to Tech Data, reasonable quantities as
requested by Tech Data of the following: (1) the specifications, (2)
published user instructions, manuals and other training materials, and
(3) current manuals covering installation, operation and complete
maintenance of the Products. Tech Data shall have the right to copy or
reproduce the foregoing materials for use in connection with Tech Data's
use or sale of the Products.
7.17 Entire Agreement. This Agreement, including any Exhibits and documents
referred to in this Agreement or attached hereto, constitutes the entire
and exclusive statement of Agreement between the parties with respect to
its subject matter and there are no oral or written representations,
understandings or agreements relating to this Agreement which are not
fully expressed herein.
7.18 Governing Law. This Agreement shall have Florida as its situs and shall
be governed by and construed in accordance with the laws of the State of
Florida.
7.19 International Business. XEROX IMAGING acknowledges that Tech Data may
desire to obtain Products or Systems for use in countries outside the
United States and its territories. The parties acknowledge that in such
case it may be necessary to enter into additional agreements between
XEROX IMAGING and Tech Data and/or the respective subsidiaries, agents,
distributors or subsidiaries authorized to conduct business in such
countries or to negotiate further terms and conditions to provide for
such right. The parties intend that any further agreements or terms and
conditions will be consistent with and based upon the applicable terms
and conditions of this Agreement, subject, however, to requirements of
local law and local business practice. All Products obtained pursuant to
this Section shall be deemed for purposes of calculating accumulated
purchases and any discounts set forth in this Agreement, to have been
obtained pursuant to this Agreement.
IN WITNESS WHEREOF, the parties have each caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.
XEROX IMAGING SYSTEMS, INC. TECH DATA CORPORATION
By: /s/ Wayne Crandall By: /s/ Peggy K. Caldwell
------------------------- ----------------------
Printed Name: Wayne Crandall Printed Name: Peggy K. Caldwell
Title: Vice President, Sales Title: Senior Vice President
Product Marketing
Date: April 26, 1995 Date: May 11, 1995
TECH DATA: PKC XEROX IMAGING: WSC
<PAGE> 14
CO-OP GUIDELINES
XEROX IMAGING SOFTWARE, INC.
To increase the effectiveness of advertising and sales promotions Tech Data has
developed the following advertising requirements:
HOW CO-OP IS EARNED:
- - Co-op dollars will be at least 3% of the purchases made by Tech Data, net of
returns.
- - Co-op dollars will be accrued on a monthly basis.
HOW CO-OP IS SPENT:
- - Tech Data will be reimbursed for 100% of the cost for ads or promotions that
feature vendor products.
- - Co-op dollars will be used within the 12 months immediately following the
month in which they are earned.
HOW CO-OP IS CLAIMED:
- - Claims for co-op will be submitted to vendor within 60 days of the event date.
- - Claims for co-op will be submitted with a copy of vendor prior approval and
proof of performance.
- - Payment must be remitted within 30 days of the claim date, or Tech Data
reserves the right to deduct from the next invoice.
CO-OP REPORTING:
- - Vendor will submit a monthly co-op statement outlining (i) co-op earned, (ii)
co-op used and (iii) co-op claims paid.
Accepted:
/s/ Wayne Crandall
- -----------------------------
Name: Wayne Crandall
Title: Vice President, Sales
Date: April 26, 1995
<PAGE> 15
EXHIBIT A
PRODUCT PRICE LIST
<TABLE>
<CAPTION>
UNITED STATES AND CANADA ONLY - ENGLISH
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Product Part Number List Discount Order Price Deduct from Net
price invoice payment
- --------------------------------------------------------------------------------------------------
TextBridge for Windows 31-08205-00 $99 42% $57.42 5% $54.55
- --------------------------------------------------------------------------------------------------
TextBridge for Mac and 31-08094-00 $99 42% $57.42 5% $54.55
PowerMac
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08135-00 $349 40% $209.40 5% $198.93
Edition for Windows
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08204-00 $199 20% $159.20 5% $151.24
Ed. Competitive Upgrade
- --------------------------------------------------------------------------------------------------
CANADA - FRENCH SOFTWARE AND DOCUMENTATION ARE LOCALISED
- --------------------------------------------------------------------------------------------------
Product Part Number List Discount Order Price Deduct from Net
price invoice payment
- --------------------------------------------------------------------------------------------------
TextBridge for Windows* 31-08205-01 $149 50% $74.50 0% $74.50
- --------------------------------------------------------------------------------------------------
TextBridge for Mac and 31-08094-01 $149 50% $74.50 0% $74.50
PowerMac *
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08135-01 $549 50% $274.50 0% $274.50
Edition for Windows*
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08204-01 $313 20% $250.40 0% $250.40
Ed. Competitive Upgrade
- --------------------------------------------------------------------------------------------------
LATIN AMERICA - ENGLISH
- --------------------------------------------------------------------------------------------------
Product Part Number List Discount Order Price Deduct from Net
price invoice payment
- --------------------------------------------------------------------------------------------------
TextBridge for Windows* 31-08205-05 $149 50% $74.50 0% $74.50
- --------------------------------------------------------------------------------------------------
TextBridge for Mac and 31-08094-05 $149 50% $74.50 0% $74.50
PowerMac*
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08135-05 $549 50% $274.50 0% $274.50
Edition for Windows*
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08204-05 $313 20% $250.40 0% $250.40
Ed. Competitive Upgrade
- --------------------------------------------------------------------------------------------------
LATIN AMERICA - SPANISH SOFTWARE AND DOCUMENTATION ARE LOCALISED
- --------------------------------------------------------------------------------------------------
Product Part Number List Discount Order Price Deduct from Net
price invoice payment
- --------------------------------------------------------------------------------------------------
TextBridge for Windows* 31-08205-04 $149 50% $74.50 0% $74.50
- --------------------------------------------------------------------------------------------------
TextBridge for Mac and 31-08094-04 $149 50% $74.50 0% $74.50
PowerMac *
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08135-04 $549 50% $274.50 0% $274.50
Edition for Windows*
- --------------------------------------------------------------------------------------------------
TextBridge Professional 31-08204-04 $313 20% $250.40 0% $250.40
Ed.
Competitive Upgrade
- --------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
* These packages contain language packages for Spanish, Portuguese,
French, German, Italian, Dutch, Danish, Swedish, Norwegian, and Finnish.
<PAGE> 1
EXHIBIT 10.14
DISTRIBUTION AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of
September 22, 1993 by and between INGRAM MICRO INC., a California
corporation (hereinafter "Ingram") and XEROX IMAGING SYSTEMS, INC., a
Delaware corporation (hereinafter "Vendor").
RECITALS
Vendor manufactures, produces, and/or supplies microcomputer products
and desires to grant to Ingram the right to sell and distribute certain
of those products, as hereinafter defined, upon the terms and conditions
set forth below. Ingram is engaged in the sale and distribution of
microcomputer products and desires to have the right to sell and
distribute Vendor's products upon said terms and conditions.
In consideration of the mutual covenants and agreements set forth below,
the hereto below agree as follows:
1. GRANT OF DISTRIBUTION RIGHTS.
1.1 Vendor hereby appoints Ingram as a non-exclusive, authorized
distributor of the Vendor software products listed in Exhibit A ("the
Software") to Ingram's customers within the United States and Canada.
Vendor grants to Ingram, and Ingram accepts, the right to use for
demonstration and its own purposes, upon payment of any applicable
license fees, the Software under the terms and conditions of the license
agreement contained in the packaging thereof. Further, Vendor grants to
Ingram the right to distribute as agent on behalf of Vendor the Software
to Ingram's customers within the United States and Canada provided that
Ingram shall market the Software in the unopened shrink-wrapped package
as delivered to Ingram, containing the Vendor Software License Agreement
included therein.
1.2 Vendor agrees to make available and to sell to Ingram such Software
as Ingram shall order from Vendor at the prices and subject to the terms
set forth in this Agreement.
1.3 Vendor may appoint other distributors to distribute its Software.
Ingram shall have the right to obtain and/or retain the rights to
distribute any other products, including products which may compete with
the Software.
1.4 The party's sole relationship with each other shall be that of an
independent contractor. Neither party shall make any warranties or
representations, or assume or create any obligations, on the other's
behalf without that other's written approval. Each party shall be solely
responsible for the actions of all their respective employees, agents
and representatives.
<PAGE> 2
2. TERM.
2.1 The term of this Agreement shall be for a period of one (1) year,
beginning on the date first above written. Thereafter, this Agreement
shall be renewed for successive one (1) year terms without further
notice, unless terminated sooner as provided under the provisions of
this Agreement.
2.2 Either party may terminate this Agreement, with or without cause, by
giving ninety (90) days' written notice to the other party.
3. OBLIGATIONS OF VENDOR.
3.1 Vendor shall use its best efforts to fill orders promptly. However,
Vendor shall not be liable for any loss occasioned by a delay in
delivery. Upon twenty-four (24) hour notification to Ingram, Vendor may
make partial shipments of pending orders, each of which shall be
separately invoiced and which shall be paid according to the payment
terms set forth herein.
3.2 At no charge to Ingram, Vendor shall support the Software and any
efforts to sell the Software by Ingram, and provide sales literature,
advertising materials and reasonable training and support in the sale
and use of the Software to Ingram's employees and customers, if
requested by Ingram.
3.3 Vendor shall use reasonable efforts to give Ingram at least thirty
(30) days' notice prior to the release of software which is directly
associated with the Software listed in Exhibit A and may, in its sole
discretion, make such Software available for distribution by Ingram.
Addition of software to Exhibit A shall be mutually agreed upon by the
parties.
3.4 Vendor agrees to maintain sufficient Software inventory to permit it
to fill Ingam's orders as required herein. If a shortage of any Software
in Vendor's inventory exists in spite of Vendor's good faith efforts,
Vendor agrees to allocate its available inventory of such Software to
Ingram in proportion to Ingram's percentage of all of Vendor's customer
orders for such Software during the previous sixty (60) days.
3.5 For each Software shipment to Ingram, Vendor shall issue to Ingram
an invoice showing Ingram's order number and the Software part number,
description, price and any discount. At least monthly, Vendor shall
provide Ingram with a current statement of account, listing all invoices
outstanding and any payments made and credits given since the date of
the previous statement, if any.
<PAGE> 3
4. OBLIGATIONS OF INGRAM.
4.1 Ingram will list the Software in one or more of its catalogs and
make the Software available to its customers.
4.2 Ingram will advertise and/or promote the Software in a commercially
reasonable manner and will transmit Software information and promotional
materials to its customers, as reasonably necessary.
4.3 As reasonably necessary, Ingram will make its facilities available
for, and will assist Vendor in providing, Software training and support
required under Section 3.2 hereof.
4.4 Ingram will provide Software technical assistance to its customers
as it is reasonably able to do so, and will refer all other technical
matters directly to Vendor.
4.5 On or before the effective date of this Agreement, Ingram shall
issue to Vendor a noncancelable initial order for the minimum number of
units of Software required in Exhibit A of this Agreement. Any
subsequent orders made by Ingram to Vendor will require an order for the
minimum number of units stated in Exhibit A.
4.6 Units of Software returned to Ingram by its dealer customers under
the Vendor's Money Back Guarantee shall in turn be returned by Ingram to
Vendor for credit against future orders not more than once per calendar
month, with costs of shipping to be borne by Vendor. Before shipping any
Software to Vendor pursuant to this Section, Ingram shall first obtain a
return authorization number from Vendor by contacting Vendor's corporate
headquarters in Peabody, MA. Once the returned Software has been
received by Vendor, Vendor shall credit Ingram's account with such
credit to be used by Ingram against future orders.
The terms of Vendor's Money Back Guarantee are subject to change by
Vendor upon thirty (30) days written notice to Ingram.
4.7 Ingram shall use commercially reasonable efforts to maintain
complete customer records for five (5) years after each sale. Ingram
shall also provide to Vendor reasonable assistance to investigate any
health, safety, or other legitimate concern relating to the Software.
This obligations shall survive the termination of this Agreement.
4.8 Ingram shall provide to Vendor, within ten (10) days after the end
of each calendar month (i) a detailed report by Software type of sale
made during the previous calendar month within territories predefined by
Vendor; and (ii) a detailed report of all Software in Ingram's inventory
by location as of the end of the previous calendar month.
5. PRICE AND TERMS.
5.1 The price and applicable discount, if any, for the Software shall be
as set forth in Exhibit A. Ingram shall not be bound to sell Software to
its customers at any prices suggested by Vendor.
<PAGE> 4
5.2 Vendor shall have the right to change the list price of any Software
upon giving thirty (30) days' prior written notice to Ingram. In the
event that Vendor shall raise the list price of a Software, all orders
for such Software placed prior to the effective date of the price
increase shall be invoiced at the lower price.
5.3 In the event of a decrease in the price of the Software, Vendor
shall grant to Ingram a credit with respect to those units of such
Software purchased by Ingram within the one hundred eighty (180) day
period preceding the effective date of the price decrease and which
remain in Ingram's inventory on the effective date of the price
decrease. Such credit shall be equal to the difference between the price
paid by Ingram and the adjusted price provided that Ingram applies for
such price protection credit within thirty (30) days from the date of
Vendor's public announcement of the price revision. This price
protection credit may only be applied towards future purchases of Vendor
Software.
5.4 Payment in full for Ingram's initial order shall be made within
ninety (90) days after the date of the Vendor invoice. Payment in full
for each subsequent order shipped to Ingram shall be made within sixty
(60) days after the date of the Vendor invoice. Should Vendor reasonably
determine at any time that it should no longer extend credit to Ingram
for orders, then Vendor may require Ingram to pay cash in advance or
upon delivery or present an irrevocable letter of credit. If payment in
full is made within ten (10) days of the invoice, one percent (1%) of
the invoice amount (not including freight) may be deducted by Ingram
from the amount due on that invoice. If payment in full is made prior to
shipment, two percent (2%) of the invoice amount (not including freight)
may be deducted by Ingram from the amount due on that invoice.
5.5 Notwithstanding any other provision in this Agreement to the
contrary, Ingram shall not be deemed in default under this Agreement if
it withholds any payment to Vendor because of a legitimate dispute
between the parties. If invoices are not paid in a timely manner, Vendor
may refuse further shipments until Ingram's account is paid in full. *
5.6 Ingram shall pay any and all sales, property, use, or excise taxes,
duties or similar charges relating to the Software assessed by any
government authority or regulatory agency unless Ingram presents Vendor
with a valid certificate of exemption. Personal property taxes
assessable on Software after delivery to the carrier are also Ingram's
responsibility.
6. SHIPPING.
6.1 Vendor shall ship Software only pursuant to Ingram purchase orders
received by Vendor. Delivery shall be effective when Software is placed
in the possession of a carrier designated by Ingram on its standard
freight routing instructions attached as Exhibit C and as may be amended
by Ingram, packed with Vendor's standard commercial packing or other
special packing materials requested by Ingram, F.O.B. point of origin.
Title to the Software remains with Vendor (or its licensor) at all
times, but risk of loss or damage passes to Ingram upon delivery to
Ingram's carrier. Ingram shall be responsible for all costs of delivery.
*Stopping shipment shall not constitute a termination of this Agreement.
<PAGE> 5
7. COOPERATIVE ADVERTISING AND MARKETING FUNDS.
7.1 Ingram may advertise and promote the Software and/or Vendor in a
commercially reasonable manner and may use Vendor's trademarks, service
marks and trade names in connection therewith; provided that, Ingram
shall submit the advertisement or promotion to Vendor for review and
approval prior to initial release, which approval shall not be
unreasonably withheld or delayed.
7.2 Vendor agrees to cooperate with Ingram in advertising and promoting
the Software and/or Vendor and hereby grants Ingram a cooperative
advertising allowance of up to five percent (5%) of invoice amounts for
Software purchased by Ingram from Vendor to the extent that Ingram or
customer/dealers use the allowance for any advertising and promoting
which features Software and/or Vendor. Upon receipt of reasonable
evidence of advertising expenditures, Vendor agrees to credit the amount
of any such expenditures against future purchases by Ingram.
7.3 Vendor agrees to participate in the "Go With Ingram Micro" marketing
program currently in effect. The cooperative advertising allowance
granted under Section 7.2 above shall be reduced by two percent (2%) as
specified in Exhibit B attached hereto. This program is subject to the
terms and conditions set forth on Exhibit B attached hereto and made a
part hereof.
7.4 Vendor understands that additional marketing programs may be offered
by Ingram to Vendor. Such programs may include a launch program that
requires additional funds in addition to the cooperative advertising
funds specified in Section 7.2. Participation in such additional
marketing programs shall be at the sole discretion of Vendor.
8. DEMONSTRATION UNITS.
8.1 At the request of Ingram, Vendor shall consign to Ingram a
reasonable number, as determined by Vendor, of demonstration units of
the Software to aid Ingram and its sales staff in the support and
promotion of the Software. All units consigned will be returned to
Vendor in good condition, reasonable wear and tear excepted, when
requested by Vendor at any time eleven (11) months after delivery to
Ingram.
<PAGE> 6
9. STOCK BALANCING.
9.1 GENERAL STOCK BALANCING. Ingram may return unused, unopened units of
Software which are contained in Vendor's then-current price list no more
often than once per calendar month, for purposes of stock rebalancing or
product exchange. Returns shall be shipped at Ingram's expense and must
be accompanied by an order for Software of an equivalent dollar value.
9.2 RETURNS AFTER TERMINATION. Upon termination, Vendor shall, at
Ingram's request, repurchase one hundred percent (100%) of Ingram's
purchases from Vendor during the calendar quarter preceding such
termination. All Software must be new and unopened. Each party shall
bear fifty percent (50%) of the cost of returning the Software to
Vendor.
9.3 RETURNS AFTER PRODUCT DISCONTINUATION. Vendor shall use its best
efforts to provide Ingram with thirty (30) days written notice prior to
Vendor's discontinuation of any Software. Upon receipt of such notice,
Ingram may return all unused, unopened units of discontinued Software
which remain in Ingram's inventory on the date such notice is received.
10. PRODUCT WARRANTIES.
10.1 Vendor provides a warranty to the initial End-User of each unit of
Software which covers the media upon which the Software is embedded for
a period of ninety (90) days from the date of purchase by such End-User.
Vendor expressly excludes any other warranties in relation to the
Software, whether express, implied by statute, or otherwise, including,
and without limitation, any warranty of merchantability or fitness for a
particular purpose.
10.2 Vendor's sole obligation shall be to issue a credit to be used
against future purchases to Ingram for any media that proves to be
defective during the warranty period. Units of Software returned to
Ingram by its dealer customers under this warranty shall in turn be
returned by Ingram to Vendor for credit to be used against future
purchases, with such returns to take place not more than once per
calendar month, with shipping costs to be borne by Vendor. Before
shipping any Software to Vendor pursuant to this Section, Ingram shall
first obtain a return authorization number from Vendor by contacting
Vendor's corporate headquarters in Peabody, MA. Once the returned
Software has been received by Vendor, Vendor shall issue a credit to
Ingram for use against future purchases. Neither Ingram or its dealer
customers may expand or alter this warranty.
10.3 In the event Vendor recalls any or all of the Software due to
defects, revisions, or upgrades, Ingram shall provide reasonable
assistance in such recall; provided that, Vendor shall pay all of
Ingram's expenses in connection with such recall, including handling
charges per unit of Software of not less than two and one-half percent
(2-1/2%) of the Product's list price.
<PAGE> 7
11. INDEMNITY.
11.1 Vendor shall defend Ingram from, and pay any judgment for direct
infringement of any United States patent, trademark or copyright by any
of the Software if Ingram promptly notifies Vendor in writing of any
infringement assertion, and allows and assists Vendor to defend any
infringement suit. Vendor shall not be liable for litigation expenses or
settlements by other parties unless Vendor agrees in writing. If any
infringement is asserted against Vendor or Ingram, Vendor, at its
option, may obtain a license at no cost to Ingram, or modify or remove
the Software, or substitute software. Vendor is not liable for any
infringement due to the Software being made or modified to Ingram
specifications or designs, modified other than by Vendor; used or sold
in combination with any equipment, software or supplies not provided by
Vendor; or used to produce images in violation of the proprietary rights
of third parties. The liability of Vendor under this Section shall be
limited in all instances to one million dollars ($1,000,000.). Vendor
makes no other express or implied warranty of noninfringement and has no
other liability for infringement or any damages thereon.
11.2 The foregoing indemnity does not apply, and Ingram agrees to
indemnify Vendor (including all costs and attorneys' fees), with respect
to any claim brought against Vendor concerning patent or copyright
infringement allegedly from (1) the combination or utilization by Ingram
of any Software with equipment not made or provided by Vendor; (2) the
unauthorized modification of any Software by Ingram; (3) any Software
manufactured by Vendor to Ingram's specifications; or (4) the production
of images by Ingram in violation of the proprietary rights of third
parties. If any claim of patent infringement is made under the foregoing
circumstances, Vendor may refuse to make further shipments to Ingram.
The liability of Ingram under this Section shall be limited in all
instances to one million dollars ($1,000,000.). Ingram makes no other
express or implied warranty of noninfringement and has no other
liability for infringement or any damages thereon.
11.3 Vendor is named as a party in any suit commenced on a claim under
the circumstances set forth in Section 11.2, Ingram shall defend such
suit, and Vendor shall assist Ingram (at Ingram's expense) in any
reasonable manner. Ingram shall have sole control over the defense and
settlement negotiations.
11.4 Each party (the "indemnifying party") agrees, if promptly notified
by the other and given the right to control the defense and approve any
settlements thereof, to indemnify and hold harmless the other party
hereto (the "indemnified party") from and against all claims or
liabilities of third parties arising out of this Agreement and (1)
attributable to personal injury (including death) or damage to tangible
property and (2) proximately caused by the intentional, reckless, or
negligent act or omission of the indemnifying party. Such
indemnification shall include the payment of reasonable attorneys' fees
and other costs incurred by the indemnified party in defending against
such claims. The indemnifying party shall no liability under the
foregoing indemnity for incidental, consequential, indirect, or special
damages, including but not limited to loss of profits. The indemnifying
party shall have no obligation hereunder with respect to any claim or
cause of action or portion thereof for damages to persons (including
death) or damage to tangible property proximately caused by the fault,
culpability or negligence of any person other than the indemnifying
party.
<PAGE> 8
11.5 EXCEPT FOR INDEMNIFICATION CLAIMS ARISING UNDER THIS AGREEMENT, THE
MAXIMUM LIABILITY OF VENDOR TO INGRAM, ITS EMPLOYEES, DEALERS, AGENTS
AND END-USERS, OR ANY OTHER PERSON CLAIMING UNDER INGRAM FOR DIRECT
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH
LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT OR
OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY TO VENDOR
BY INGRAM FOR THE SOFTWARE GIVING RISE TO THE CLAIM. IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR LOST PROFITS, ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EVEN IN THE EVENT SUCH PARTY HAS BEEN
ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
12. PRODUCT MARKINGS.
12.1 Vendor shall clearly mark on the packaging of each unit of Software
the Software's name and computer compatibility. Such packaging shall
also bear a machine-readable bar code identifier scannable in standard
ABCD format which identifies the Software and its serial number and
fully complies with all conditions regarding standard product labeling
set forth in "Ingram Micro's Guide To Bar Code: The Product Label," as
amended from time to time.
13. REPRESENTATIONS AND WARRANTIES.
Vendor warrants and represents that:
13.1 The Software or its use does not infringe upon any United States
patents, copyrights, trademarks, trade secrets, or other proprietary
rights of others, and that there are not any suits or proceedings
pending or threatened which allege that any Software or the use thereof
infringes upon such proprietary rights;
13.2 The Software prices offered herein are equal to the prices
available to any like distributor within the United States to whom
Vendor sells the Software. In the future all prices for Software made
available to Ingram shall be at least equal to the prices available to
any like distributor in the United States of the Software;
13.3 Sales to Ingram of the Software at the listed prices and/or
discounts do not in any way constitute violations of federal, state, or
local laws, ordinances, rules or regulations, including any antitrust
laws or trade regulations;
<PAGE> 9
14. DEFAULTS.
14,1 For purposes of this Agreement, a party shall be in default if (a)
it materially breaches a term of this Agreement and such breach
continues for a period of ten (10) business days after it has been
notified of the breach, or (b) it shall cease conducting business in the
normal course, become insolvent, make a general assignment for the
benefit of creditors, suffer or permit the appointment of a receiver for
its business or assets, or shall avail itself of or become subject to
any proceeding under the Federal Bankruptcy Act or any other federal or
state statute relating to insolvency or the protection of rights of
creditors.
14.2 Upon the occurrence of an event of default as described in Section
14.1, the party not in default may immediately terminate this Agreement
by giving written notice to the party in default.
14.3 The rights and remedies provided to the parties in this Section 14
shall not be exclusive and are in addition to any other rights and
remedies provided by this Agreement or by law or in equity.
15. INSURANCE.
15.1 Each party shall maintain during the life of this Agreement
insurance with an insurance company reasonably acceptable to the other
to include liability coverage sufficient to cover its obligations under
this Agreement.
16. OTHER PROVISIONS.
16.1 CONSTRUCTION. This Agreement shall be construed and enforced in
accordance with the laws of the State of California, except that body of
law concerning conflicts of law.
16.2 NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall by in writing and shall be
deemed to have been duly given when (i) personally delivered; (ii) two
(2) days after mailing by U.S. certified or registered first-class mail,
prepaid; or (iii) one (1) day after deposit with any nationally
recognized overnight courier, with written verification of receipt, and
addressed to the parties at the addresses set forth at the end of this
Agreement or at such other addresses as the parties may designate by
written notice.
16.3 ATTORNEY'S FEES. In the event suit is commenced to enforce this
Agreement or otherwise relating to this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees and costs incurred in
connection therewith.
16.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument; however,
this Agreement shall be of no force or effect until executed by both
parties.
<PAGE> 10
16.5 CONFIDENTIAL INFORMATION. Subject to the exceptions listed below,
all information of one party ("the disclosing party") which is marked
proprietary, confidential or "private date" and is made available to the
other ("the receiving party") will be held in confidence by the
receiving party and will not be disclosed by it to third parties, or
used by it, except to the extent authorized by this Agreement. If the
informations is provided orally or visually, the disclosing party will
identify the disclosure as being proprietary or confidential at the time
of disclosure and, within thirty (30) days thereafter, reduce it to
writing and provide it to the receiving party. The receiving party may
release such confidential information within its own organization on a
need-to-know basis only. The receiving party's obligations under this
Section shall survive the termination or expiration of this Agreement.
The receiving party's obligation hereof shall terminate with respect to
any particular portion of the disclosing party's information, other than
software source code, (i) when the receiving party can document that:
(a) it was in the public domain at the time of the disclosing party's
communication thereof to the receiving party,
(b) it entered the public domain through no fault of the receiving party
subsequent to the time of the disclosing party's communication thereof
to the receiving party,
(c) it was in the receiving party's possession free of any obligation of
confidence at the time of the disclosing party's communication thereof
to the receiving party, or
(d) it was rightfully communicated to the receiving party free of any
obligation of confidence subsequent to the time of the disclosing
party's communication thereof to the receiving party;
or (ii) when it is communicated by the disclosing party to a third party
free of any obligation of confidence; or (iii) in any event, five (5)
years after the disclosing party's communication thereof to the
receiving party.
All materials furnished to the receiving party by the disclosing party
that are designated in writing to be the property of the disclosing
party shall remain the property of the disclosing party and shall be
returned to the disclosing party promptly at its request or upon
termination of this Agreement, with all copies made thereof.
16.6 NO IMPLIED WAIVERS. The failure of either party at any time to
require performance by the other party of any provision hereof shall not
affect in any way the full rights to require such performance at any
time thereafter. The waiver by either party of a breach of any provision
hereof shall not be taken, construed, or held to be a waiver of the
provision itself or a waiver of any breach thereafter or any other
provision hereof.
16.7 CAPTIONS AND SECTION HEADINGS. Captions and section headings used
herein are for convenience only, are not a part of This Agreement, and
shall not be used in construing it.
16.8 COVENANT OF FURTHER COOPERATION. Each of the parties agrees to
execute and deliver such further documents and to cooperate in such
manner as may be necessary to implement and give effect to the
agreements contained herein.
<PAGE> 11
16.9 BINDING ON HEIRS AND SUCCESSORS. This Agreement shall be binding
upon and shall inure to the benefit of each party, its successors and
assigns.
16.10 ASSIGNMENT. Neither party may assign, transfer, or sell any of its
rights, or delegate any of its responsibilities under this Agreement
without the prior written consent of the other. Such consent shall not
be unreasonably withheld.
16.11 DISPUTES. The parties agree that, before initiating any litigation
involving a dispute, controversy, or claim arising out of or relating to
this Agreement (including, but not limited to, any claim concerning the
entry into, performance under or termination of this Agreement), they
will attempt in good faith to resolve their dispute through nonbinding
mediation. Any action under or arising out of this Agreement or the
breach, termination or invalidity thereof, must be commenced within one
(1) year after the cause of action accrued, except that actions for
nonpayment must be commenced within three (3) years after the date the
payment was due.
16.12 EXPORT CONTROL. Ingram shall not export any Software obtained from
Vendor hereunder to any country for which the United States or any
agency thereof requires, at the time of export, an export license or any
other governmental approval without first obtaining such license or
approval.
16.13 SEVERABILITY. A judicial determination that any provision of this
Agreement is invalid in whole or in part shall not affect the
enforceability of those provisions found not to be invalid.
16.14 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof,
superseding any and all previous proposals, representations or
statements, oral or written. Any previous agreements between the parties
pertaining to the subject matter of this Agreement are hereby expressly
canceled and terminated. The terms and conditions of each party's
purchase orders, invoices, acknowledgments/confirmations or similar
documentation shall not apply to any order hereunder, and any such terms
and conditions thereon shall be deemed to be objected to without need of
further notice or objection. Any modifications of this Agreement must be
in writing and signed by authorized representatives of both parties
hereto.
<PAGE> 12
16.12 PARTIES EXECUTING. The parties executing this Agreement warrant
that they have the requisite authority to do so.
IN WITNESS WHEREOF, the parties hereunto have executed this
Agreement.
"Ingram" "Vendor"
Ingram Micro Inc. Xerox Imaging Systems, Inc.
1600 E. St. Andrew Place 9 Centennial Drive
Santa Ana, CA 92705 Peabody, MA 01960
By: /s/ Sanat K. Dutta By: /s/ Michael K. Tivnan
--------------------------- ----------------------------------
Sanat K. Dutta Name: Michael K. Tivnan
Senior Vice President (print or type)
Operations
Title:* General Manager
Date: 9/22/93 Date: 9/22/93
*AGREEMENT MUST BE SIGNED BY A DULY AUTHORIZED VICE PRESIDENT OR PARTNER.
<PAGE> 13
EXHIBIT A
PRODUCT PRICE LIST
The prices for the Software offered under this Agreement shall be (check one):
[ ] As shown on Vendor's price list dated __________.
[X] As shown below.
<TABLE>
<CAPTION>
Software List Price Discount
- -------- ---------- --------
<S> <C> <C>
TextBridge $ 99.00 42%
AccuText $ 495.00 50%
</TABLE>
Minimum order quantity is 25 units.
<PAGE> 14
EXHIBIT B
GO WITH INGRAM MICRO MARKETING PROGRAM
Vendor agrees to participate in the "Go with Ingram Micro" marketing
program (hereinafter the "Program") subject to the following terms and
conditions:
1. Vendor hereby grants to Ingram a Program allowance equal to two
percent (2%) of invoice amounts for Software purchased by Ingram. Upon
receipt of reasonable evidence of advertising expenditures, Vendor
agrees to credit the amount of any such expenditures against future
purchases by Ingram. The cooperative advertising allowance granted
under Section 7.2 of the Agreement shall be reduced by an amount equal
to the Program allowance granted hereunder, it being the understanding
of the parties that the Program allowance is to be a part of the
cooperative advertising allowance and not an addition thereto. Ingram
agrees to reconcile and adjust the Program allowance quarterly to
account for any Software returns.
2. The Program allowance will be used by Ingram to fund Software
promotions and advertising, to provide general sales incentives
throughout its distribution channels, and to administer the Program.
3. The term of the Program shall end on June 30 following the
commencement date of this Agreement, and shall be renewed for
successive one (1) year terms without further notice, subject to
Ingram's right to terminate the Program, or Vendor's right to
terminate its participation therein, at the end of a term by giving
the other party at least ninety (90) days' written notice prior to the
end of the term.
<PAGE> 15
AMENDMENT NO. 1 JANUARY 23, 1995
DISTRIBUTION AGREEMENT PAGE ONE
Ingram Micro Inc. ("Ingram") and Xerox Imaging Systems, Inc. ("Vendor")
hereby agree to amend their mutual Distribution Agreement, dated September 23,
1993 as follows:
1. Ingram and Vendor agree to incorporate the addition of Software Products
listed in the attached Exhibit A-1.
2. This amendment shall remain in effect for the current and any renewal
term of the Agreement.
Notwithstanding the foregoing, all other provisions of the Agreement remain
unchanged. The signer has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.
INGRAM MICRO INC. XEROX IMAGING SYSTEMS, INC.
By: /s/ Sanat K. Dutta By: /s/ Michael K. Tivnan
------------------------------- ------------------------------------
Name: Sanat K. Dutta Name: Michael K. Tivnan
Title: Executive Vice President Title: General Manager
Date: 1/23/95 Date: 1/30/95
<PAGE> 16
EXHIBIT A-1
PRODUCT PRICE LIST
The prices for the Products offered under this Agreement shall be (check one):
[ ] As shown on Vendor's price list dated __________________.
[X] As shown below.
<TABLE>
<CAPTION>
Software List Price Discount
- -------- ---------- --------
<S> <C> <C>
TabWorks $49.00 45%
</TABLE>
Minimum order quantity is 25 units.
<PAGE> 17
AMENDMENT NO. 2 MARCH 16, 1995
DISTRIBUTION AGREEMENT PAGE ONE
Ingram Micro Inc. ("Ingram") and Xerox Imaging Systems, Inc. ("Vendor")
hereby agree to amend their mutual Distribution Agreement, dated September 23,
1993 as follows:
1. Ingram and Vendor agree to incorporate the pricing changes of
Software Products listed in the attached Exhibit A-2.
2. This amendment shall remain in effect for the current and any
renewal term of the Agreement.
Notwithstanding the foregoing, all other provisions of the Agreement remain
unchanged. The signer has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.
INGRAM MICRO INC. XEROX IMAGING SYSTEMS, INC.
BY: /s/ SANAT K. DUTTA BY: /s/ WAYNE CRANDALL
------------------------------- -----------------------------------
NAME: SANAT K. DUTTA NAME: WAYNE CRANDALL
TITLE: EXECUTIVE VICE PRESIDENT TITLE: VP, SALES
DATE: 4 APRIL 1995 DATE: 22 MARCH 1995
<PAGE> 18
EXHIBIT A-2
PRODUCT PRICE LIST
This Amendment supersedes Exhibit A and A-l Product Price Lists
<TABLE>
<CAPTION>
DISCOUNT ON DEDUCT FROM
SOFTWARE LIST PRICE INVOICE INVOICE
- -------- ---------- ----------- -----------
<S> <C> <C> <C>
TextBridge for Windows $ 99.00 42% 5%
TextBridge for Macintosh $ 99.00 42% 5%
TextBridge Professional Edition $ 349.00 40% 5%
(Windows)
TextBridge Professional Edition $ 199.00 20% 5%
(Competitive Upgrade)
TabWorks $ 49.00 40% 5%
</TABLE>
The price after the Deduction From Invoice (DFI) has been taken shall be the
price that Ingram Micro will pay Vendor for product.
Ingram will only offer the TextBridge Professional Competitive Upgrade software
to those resellers that are specified by Vendor.
<PAGE> 19
AMENDMENT NO. 3 AUGUST 1, 1996
DISTRIBUTION AGREEMENT PAGE ONE OF ONE
Ingram Micro Inc. ("Ingram") and Xerox Imaging Systems, Inc. ("Vendor")
hereby agree to amend their mutual Distribution Agreement, dated September 23,
1993 as follows:
1. Vendor authorizes Ingram on a non-exclusive basis to distribute Products in
the educational market ("Academic"). Academic Products and prices are specified
as listed in the attached Exhibit A-2.
2. This amendment shall remain in effect for the current and any renewal term of
the Agreement.
Notwithstanding the foregoing, all other provisions of the Agreement remain
unchanged. The signer has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.
INGRAM MICRO INC. XEROX IMAGING SYSTEMS, INC.
By: /s/ Sanat K. Dutta By:
------------------------------- ---------------------------------
Name: Sanat K. Dutta Name: Wayne Crandall
Title: Executive Vice President Title: Vice President Sales
Date: 8/20/96 Date:
------------------
<PAGE> 20
EXHIBIT A -2
ACADEMIC PRODUCT PRICE LIST
The prices for the Products offered under this Agreement shall be (check one):
[ ] As shown on Vendor's price list dated ____________.
[ ] As shown below.
<TABLE>
<CAPTION>
Software List Price Discount
- -------- ---------- --------
<S> <C> <C>
</TABLE>
<PAGE> 21
AMENDMENT 4 TO THE
DISTRIBUTION AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into this 15th day of May, 1997, by
and between INGRAM MICRO INC. ("Ingram") and Xerox Imaging Systems, Inc.
("Vendor").
The parties have agreed to amend the Distribution Agreement ("Agreement")
between Ingram and Vendor dated September 22, 1993.
1. Section 1.1 - Grant of Distribution Rights
Revise the first sentence to read: "Vendor hereby appoints Ingram as a
non-exclusive, authorized distributor of the Vendor software products
listed in Exhibit A ("the software") to Ingram's customers within the
United States, Canada and all of Asia Pacific."
2. This amendment shall remain in effect for the current and any renewal
term of the Agreement.
Notwithstanding the foregoing, all other provisions of the Agreement remained
unchanged. The signed has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.
INGRAM MICRO INC. XEROX IMAGING SYSTEMS, INC.
BY: /s/ V L COTTEN BY: /s/ WAYNE CRANDALL
---------------------------- ---------------------------------
NAME: VICTORIA L. COTTEN NAME: WAYNE CRANDALL
TITLE: SR. VP PURCHASING TITLE: VP SALES
DATE: 7-8-97 DATE: 6-26-97
<PAGE> 22
INGRAM
MICRO
AMENDMENT #5 TO THE
DISTRIBUTION AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into this 26th day of March, 1998,
by and between INGRAM MICRO INC. ("Ingram") and SCANSOFT, INC. ("Vendor")
The parties have agreed to amend their Distribution Agreement ("Agreement")
dated September 23, 1993.
1. Replace the existing five percent (5%) DFI with "early pay discount
terms of two percent (2%) sixty (60) days net sixty one (61) days and on
an ongoing quarterly sales out rebate of three percent (3%) which
includes a reporting feature."
2. This Amendment shall remain in effect for the current term and any
renewal term of the Agreement.
Notwithstanding the foregoing, all other provisions of the Agreement remain
unchanged. The undersigned has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.
INGRAM MICRO INC. SCANSOFT, INC.
1600 East St. Andrew Place 9 Centennial Drive
Santa Ana, CA 92705 Peabody, MA 01960
By: /s/ V L Cotten By: /s/ Wayne S. Crandall
-------------------------------- --------------------------------
Name: Victoria L. Cotton Name: Wayne S. Crandall
Title: Sr. Vice President Purchasing Title: Vice President
<PAGE> 1
EXHIBIT 10.15
SCANSOFT, INC.
A XEROX COMPANY
GOLD DISK BUNDLING AGREEMENT: PAGIS(TM)SE & PAGIS PRO
This Agreement is between Xerox Corporation, through its Channels Group
("BUYER"), a having its principal offices at East Rochester, New York and
SCANSOFT, INC. ("SCANSOFT"), a Delaware corporation, having offices at 9
Centennial Drive, Peabody, MA 01960.
1.0 PREMISES
1.1 This Agreement applies only to the ScanSoft-brand software product(s)
listed in Exhibit A (referred to collectively as the "SOFTWARE").
1.2 Buyer wishes to acquire a master copy of the Software and its
documentation on disk (the "GOLD DISK"), produce copies of the Software
and its associated documentation, combine such Software with other
Products to create Bundled Solutions and to distribute such Bundled
Solutions to Resellers and to End-Users.
1.3 DEFINITIONS:
(a) "AGREEMENT" means this Gold Disk Bundling Agreement, including
any exhibits or schedules attached hereto.
(b) "PRODUCTS" means the Buyers products (hardware and/or other
software) which are intended to be bundled with the Software as
described in Exhibit B.
(c) "RESELLER" means a customer who sublicenses the Software from
Buyer solely for further sublicense, without modification, to
End-User customers as part of one or more of the Bundled
Solutions.
(d) "END-USER" means a third-party customer to whom Buyer or its
Reseller shall sublicense the Software as part of one or more of
the Bundled Solutions for use other than further sublicense.
(e) "MARKS" means any ScanSoft trademarks, logos, trade names, and
identifying slogans which are licensed to Buyer under this
Agreement. All Marks whether registered or not, are the
exclusive or licensed property of ScanSoft.
(f) "BUNDLED SOLUTIONS" means the integrated systems consisting of
the Software as combined with Buyer's Products specified in
Exhibit B.
1.4 It is a fundamental premise of this Agreement, that Buyer shall use the
Software licensed hereunder with the Products to produce one or more of
the Bundled Solutions. Buyer reserves the right to sell Products without
the Software. Buyer shall not distribute the Software except as part of
the Bundled Solutions.
2.0 LIMITATIONS
2.1 Buyer's sole relationship with ScanSoft shall be that of an independent
contractor. Buyer shall make no warranties or representations, or assume
or create any obligations, on ScanSoft's behalf except as may be
<PAGE> 2
expressly permitted in writing by ScanSoft. Each party shall be solely
responsible for the actions of all their respective employees, agents
and representatives.
2.2 Buyer has no distribution or other right to any ScanSoft-brand products,
accessories, or supplies, either presently available or that become
available, other than the Software listed in Exhibit A.
2.3 ScanSoft' right to sell through other channels. Buyer understands that
ScanSoft presently markets its products, including the Software,
throughout the world through various channels in addition to other OEM
licensors and that ScanSoft may continue to market and license any or
all of the Software and any associated services without any restrictions
whatsoever. Nothing in this Agreement prohibits ScanSoft from entering
into an agreement directly with distributees of the Buyer's Bundled
Solutions, including End-Users.
3.0 ADDITIONAL RESPONSIBILITIES OF BUYER
3.1 MARKETING. Buyer shall advertise the Software as used in the Bundled
Solutions in a commercially acceptable manner, conforming to all legal
requirements and proper trademark usage (specified in Exhibit F). Each
party agrees to participate, to the extent such participation is
commercially reasonable, in product announcements and introductions
sponsored by the other party in connection with the transactions
contemplated hereby and in accordance with the joint marketing plan.
3.1.1 "Pagis by ScanSoft" and/or the ScanSoft Software logo must be
prominently displayed in all advertising, product literature,
and in a conspicuous location on the Bundled Solutions
packaging. ScanSoft will provide the artwork for the logo. Buyer
will conform to the ScanSoft logo usage guidelines listed in
Exhibit E.
3.1.2 ScanSoft shall be included in the review and approval cycles for
advertisements and brochures to ensure that Buyer is compliant
with the logo and trademark usage guidelines.
3.1.3 ScanSoft reserves the option to include on-screen or Try-n-Buy
upgrade offers for other ScanSoft software products.
3.1.4 Buyer agrees to provide ScanSoft with access to all registered
customers of Buyers Bundled Solutions at reasonable intervals
not to exceed four (4) times per year, for direct mail upgrade
purposes.
3.1.5 Buyer will, if commercially practicable, issue a press release
to coincide with the Bundled Solutions announcement that
announces the inclusion of the ScanSoft Software in the Bundled
Solution.
3.1.6 Buyer shall provide ScanSoft, at no charge, at least two (2)
units of the Bundled Solutions to be used for promotional
activities.
3.1.7 WEB SITES. Cross links between ScanSoft' and Buyer's web pages
will, to the extent practicable, be created to further promote
our strategic partnership.
3.2 Buyer shall not cause any advertising to be published, or make any
representation (oral or written), which might mislead the public or
which is detrimental to the goodwill of ScanSoft or the Software.
3.3 Buyer shall ensure that the Software will be sublicensed to a Reseller
or End-User only under a written "shrink-wrapped" sublicense provided in
Exhibit C.
3.4 ROYALTY FEES AND REPORTS. The Software shall be licensed at the fee(s)
set forth in Exhibit A, subject to change by written agreement of the
parties from time to time. All payments shall be made in United States
dollars. The fee is payable to ScanSoft on each copy of Software made by
Buyer regardless of how Buyer uses such copy, except that Buyer may use
a reasonable agreed number of copies for demonstration purposes without
paying a license fee.
<PAGE> 3
3.5.1 Buyer shall provide to ScanSoft, as specified in Exhibit A, a
detailed statement, certified by an authorized representative of
Buyer, setting forth the number of units of the Bundled
Solutions on or in which copies of the Software were
incorporated (regardless of whether any unit of Bundled Solution
is actually placed into use) during the previously completed
calendar quarter. The statement shall be accompanied by payment
in full of the fees shown in Exhibit A to be payable.
3.5.2 In the event that the Buyer fails to make any payment on or
before the payment date, ScanSoft may require the Buyer to pay
interest at a rate equal to the lesser of (i) 1.5% per month,
compounded monthly, or (ii) the maximum rate permitted by
applicable law. ScanSoft shall be entitled to recover all costs
and expenses, including reasonable attorney's fees, incurred by
it in connection with the enforcement of the terms of this
agreement.
3.5.3 In addition to the fee for any Software used by Buyer, Buyer
shall be responsible for the payment of all sales, property,
use, or excise taxes, duties or similar charges relating to the
Software assessed by any government authority or regulatory
agency. Upon execution of this Agreement, Buyer shall provide
ScanSoft with copies of its resale exemption certificate(s).
Personal property taxes assessable on the Software after
delivery to the shipper are Buyer's responsibility.
3.6 AUDIT. ScanSoft shall have the right to inspect the records of Buyer on
reasonable notice and during regular business hours to verify the
reports and payments required to be made hereunder. Such records shall
be maintained for a period of at least three (3) years from the date of
creation of such record. The cost of such audit shall be borne by
ScanSoft unless such audit reveals an error rate of five percent (5%) or
more in favor of ScanSoft. Payment of any amount determined to be due as
a result of such audit shall be made within thirty (30) days of receipt
of ScanSoft' invoice therefor.
4.0 TECHNICAL SUPPORT
4.1 ScanSoft shall provide Buyer with technical support including, one
initial product training session to be administered at ScanSoft
facilities. Buyer shall then assume responsibility for such ongoing
support and training as it requested by Buyer's customers with respect
to the Software.
4.2 ScanSoft will provide technical support to Buyer's Customer Support, as
it may be reasonably requested by Buyer, to fulfill its maintenance
obligations to its Resellers and End-Users. Technical support shall
include telephone support to Buyer's engineering staff on the operation,
integration and utilization of the Software, and maintenance
modifications and bug corrections for the Software to bring them into
conformance with the specifications. There will be no charge to Buyer
for this level of support, however for the purposes of providing
support, Buyer shall furnish ScanSoft with two (2) units of each Buyer
Product listed in Exhibit B. When a customer problem is determined by
Buyer's Customer Support to be associated directly with the Software
listed in Exhibit A, and resolution of the problem is not within the
range of training received or knowledge accrued by Buyers Customer
Support, Buyer's Customer Support may either contact ScanSoft's
telephone support for assistance or refer the End-User directly to
ScanSoft's Customer Support.
4.3 If customer problem is determined to be caused by a defect in media,
Buyer shall issue a replacement media to the customer and Buyer agrees
to pay for all associated costs incurred by such replacement, and
ScanSoft shall have no liability arising out of or related to such
customer problem.
5.0 END-USER REFERENCE MATERIALS
ScanSoft hereby grants Buyer the right to draft End-User reference
materials for its End-Users. Buyer shall have the right to incorporate
portions of ScanSoft's copyrighted documentation regarding the Software
into Buyer's materials, as long as all ScanSoft copyrights are preserved
and ScanSoft copyright notices reproduced.
6.0 TITLE
<PAGE> 4
Title and all rights of ownership to the Software, and all copies of all
or any part thereof, are and remain with ScanSoft at all times. Buyer
agrees to place ScanSoft's copyright notice (using the international
copyright symbol) on each copy of Software made by Buyer. ScanSoft's
copyright notice must be displayed on the packaging of the media
containing the Software.
7.0 WARRANTIES
7.1 ScanSoft warrants that title to all Software shall be free and clear of
all interests or claims of third parties.
7.2 The Software provided to Buyer herein is licensed "AS IS". ScanSoft
shall warrant the Gold Disk to be free from known viruses and defects in
materials and workmanship for a period of thirty (30) days from the date
of acceptance. ScanSoft agrees to employ reasonable efforts and use
commercially available virus checking means in the effort to detect and
remove a virus from the Software. Buyer also agrees to employ reasonable
efforts and use commercially available virus checking software to detect
for a virus. If Buyer detects a virus then, ScanSoft must receive notice
of any such known viruses or defects in media within thirty (30) days
after delivery to Buyer. Buyer's failure to notify ScanSoft within
thirty (30) days after delivery shall constitute final acceptance by
Buyer. Under such warranty, ScanSoft' sole obligation shall be to
replace the media which is defective or contains a known virus.
7.3 EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7.1-7.2, SCANSOFT MAKES NO
OTHER WARRANTIES TO BUYER AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
7.4 End-User Warranty. At the time of licensing to the first End-User of
each unit of the Software, Buyer, or its Reseller customers as Buyer's
agreements with them shall require, shall offer as a minimum warranty,
the then-current ScanSoft End-User Warranty for the Software set forth
in Exhibit C herein (the "Software License Agreement") as the same may
be modified by ScanSoft from time to time.
7.4.1 All ScanSoft End-User Warranties are subject to change by
ScanSoft upon thirty (30) days written notice to Buyer. Such
changes shall only apply to all Software marketed after the
expiration of the notice period.
8.0 LICENSE
8.1 LICENSE GRANT. ScanSoft hereby grants to Buyer, under ScanSoft's
applicable patents, copyrights and other intellectual property rights, a
nonexclusive, worldwide license to use the Software and reproduce copies
in object code format only, onto the media form contained within a
Bundled Solution and to distribute such copies with the Bundled
Solutions sold, leased and/or licensed by Buyer. Each use of any given
Software within any Bundled Solution must be identified separately in
Exhibit B.
8.2 Buyer shall ensure that each copy of the Software is marketed with (1)
the Software's user documentation, (2) the ScanSoft Software License
Agreement, and (3) ScanSoft's Warranty Card. Buyer shall adhere to
ScanSoft's specifications for the Software's user documentation when
manufacturing such documentation. Any deviations from such
specifications will require advance written approval from ScanSoft.
8.3 In association with the manufacture of the Bundled Solutions, Buyer may
sublicense its right to reproduce copies of the Software and/or related
documentation under the same Buyer terms and conditions established in
this Agreement. In association with distribution of the Bundled
Solutions, Buyer may sublicense its right to distribute copies, to its
subsidiaries and Resellers. Buyer shall take appropriate measures to
ensure that any software media containing the Software is free from
viruses or media defects.
8.4 No other rights to the Software are granted by ScanSoft to Buyer under
this Agreement. In particular, but not by way of limitation, Buyer shall
have no right to create derivative works of the Software.
<PAGE> 5
8.5 Buyer shall not modify the Software supplied hereunder in any way
without the prior written consent of ScanSoft.
9.0 INFRINGEMENT INDEMNITY
9.1 ScanSoft will defend Buyer from, and pay any judgment for, direct
infringement of any United States patent, trademark or copyright by any
of the Software if Buyer promptly notifies ScanSoft in writing of any
infringement assertion, and allows and assists ScanSoft to defend any
infringement suit. ScanSoft shall not be liable for litigation expenses
or settlements by other parties unless ScanSoft agrees in writing. If
any infringement is asserted against ScanSoft or Buyer, ScanSoft, at its
option, may obtain a license at no cost to Buyer, or modify or remove
the Software, or substitute software. ScanSoft is not liable for any
infringement due to the Software being made or modified to Buyer
specifications or designs; modified other than by ScanSoft; used or sold
in combination with any equipment, software or supplies not provided by
ScanSoft; or used to produce images in violation of the proprietary
rights of third parties. The liability of ScanSoft under this Section
shall be limited in all instances to the total price of infringing
Software acquired by Buyer. ScanSoft makes no other express or implied
warranty of noninfringement and has no other liability for infringement
or any damages thereon.
9.2 The foregoing indemnity does not apply, and Buyer agrees to indemnify
ScanSoft (including all costs and attorneys' fees), with respect to any
claim brought against ScanSoft concerning patent or copyright
infringement allegedly arising from: (1) the unauthorized combination or
utilization by Buyer of any Software or (2) the unauthorized
modification of any Software by Buyer; (3) any Software manufactured by
ScanSoft to Buyer's specifications; (4) the production of images in
violation of the proprietary rights of third parties.
9.2.1 If ScanSoft is named as a party in any suit commenced on a claim
under the circumstances set forth in Section 9.2, Buyer shall
defend such suit, and ScanSoft shall assist Buyer (at Buyer's
expense) in any reasonable manner. Buyer shall have sole control
over the defense and all settlement negotiations.
10.0 GENERAL INDEMNITY
Each party (the "indemnifying party") agrees, if promptly notified by
the other and given the right to control the defense and approve any
settlements thereof, to indemnify and hold harmless the other party
hereto (the "indemnified party") from and against all claims or
liabilities of third parties arising out of this Agreement and (1)
attributable to personal injury (including death) or damage to tangible
property and (2) proximately caused by the intentional, reckless, or
negligent act or omission of the indemnifying party. Such
indemnification shall include the payment of reasonable attorneys' fees
and other costs incurred by the indemnified party in defending against
such claims. The indemnifying party shall have no liability under the
foregoing indemnity for incidental, consequential, indirect, or special
damages, including but not limited to loss of profits.
11.0 LIMITATION OF REMEDIES
THE MAXIMUM LIABILITY OF SCANSOFT TO BUYER, ITS EMPLOYEES, RESELLERS,
AGENTS AND END-USERS, OR ANY OTHER PERSON CLAIMING UNDER BUYER FOR
DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER
SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT
OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO SCANSOFT
BY BUYER FOR THE SOFTWARE GIVING RISE TO THE CLAIM. IN NO EVENT SHALL
SCANSOFT BE LIABLE FOR LOST PROFITS, ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, EVEN IN THE EVENT SCANSOFT HAS BEEN ADVISED AS TO THE
POSSIBILITY OF SUCH DAMAGES.
<PAGE> 6
12.0 CONFIDENTIAL INFORMATION
12.1 CONFIDENTIALITY. Subject to Section 12.2 below, all ScanSoft information
which is marked proprietary, confidential or "ScanSoft or Xerox private
data" and is made available to Buyer will be held in confidence by Buyer
and will not be disclosed by it to third parties, or used by it, except
to the extent authorized by this Agreement. If the information is
provided orally or visually, ScanSoft will identify the disclosure as
being proprietary or confidential at the time of disclosure and, within
thirty (30) days thereafter, reduce it to writing and provide it to
Buyer. Buyer may release such confidential information within its own
organization on a need-to-know basis only. Buyer's obligations under
this section shall survive the termination or expiration of this
Agreement.
12.2 EXCEPTIONS. Buyer's obligation hereof shall terminate with respect to
any particular portion of the ScanSoft information, other than software
source code, (i) when Buyer can document that:
(a) it was in the public domain at the time of ScanSoft's
communication thereof to Buyer,
(b) it entered the public domain through no fault of Buyer
subsequent to the time of ScanSoft communication thereof to
Buyer,
(c) it was in Buyer's possession free of any obligation of
confidence at the time of ScanSoft's communication thereof to
Buyer, or
(d) it was rightfully communicated to Buyer free of any obligation
of confidence subsequent to the time of ScanSoft' communication
thereof to Buyer;
(e) it was developed by employees or agents of Buyer independently
of and without reference to any ScanSoft information or other
information that ScanSoft has disclosed in confidence to any
third party;
or (ii) when it is communicated by ScanSoft to a third party free of any
obligation of confidence.
12.3 All materials furnished to Buyer by ScanSoft that are designated in
writing to be the property of ScanSoft shall remain the property of
ScanSoft and shall be returned to ScanSoft promptly at its request or
upon the termination or expiration of this Agreement, with all copies
made thereof.
12.4 All software object code delivered under this Agreement, whether marked
to indicate confidentiality or not, shall be deemed confidential
information. Reverse engineering, disassembly or reverse translation of
the object code is not permitted. Further, reverse engineering,
disassembly or reverse translation of the object code by Buyer, its
employees or agents does not constitute independent development under
Section 12.2(e).
13.0 TERM AND TERMINATION
13.1 TERM AND RENEWAL. This Agreement is effective upon the date of execution
by ScanSoft and Buyer. Subject to the termination provisions set forth
in this Agreement, the initial term shall run through December 31 of the
first full calendar year following the Agreement execution date. This
Agreement may be renewed for successive one-year periods by mutual
consent of the parties. Silence shall be interpreted as consent to
renew.
13.2 NONRENEWAL. Either party may decline to renew this Agreement at its sole
discretion by written notification to the other party at least ninety
(90) days prior to the effective date of expiration.
13.3 TERMINATION FOR BUSINESS REASONS. Either party may terminate this
Agreement based upon its own business reasons and objectives
notwithstanding that the other party is not then in default of its
obligations hereunder. In this circumstance, the termination party shall
give the other party written notice of termination at least ninety (90)
days in advance.
13.4 TERMINATION FOR BREACH. Either party may terminate this Agreement if a
breach (other than one under Section 13.5 below) by the other party
remains uncured thirty (30) days after written notice of such breach.
<PAGE> 7
13.5 BREACHES PROVIDING GROUNDS FOR IMMEDIATE TERMINATION. ScanSoft shall
have the right to immediately terminate this Agreement if Buyer breaches
the provisions of this Agreement regarding: (1) ScanSoft confidential
information; (2) the unauthorized license or marketing of ScanSoft
Software, or (3) the assignment by Buyer of any rights under this
Agreement.
14.0 EFFECT OF TERMINATION
14.1 Termination or nonrenewal by either party shall not relieve the other
party of its obligation to make any and all payments due under this
Agreement. All monies due to ScanSoft from Buyer shall become
immediately due and payable upon any termination.
14.2 Termination or nonrenewal shall not relieve either party of obligations
incurred prior to termination or expiration or of obligations which by
their nature or term survive termination or expiration.
14.3 Upon termination or expiration, Buyer shall (1) immediately stop
production and distribution of the Software (2) cease using the name
"ScanSoft, Inc." or "ScanSoft" and any Marks; (3) inform ScanSoft of all
technical, advertising, promotional, and marketing materials, and all
confidential ScanSoft information, that were supplied to Buyer by
ScanSoft and that then remain in Buyer's possession and return that
portion of these materials that is requested by ScanSoft in writing; and
(4) take appropriate steps to remove or correct all materials that
identify Buyer as a OEM licensor of ScanSoft Software.
14.3.1 Upon termination or expiration, Buyer shall destroy any ScanSoft
software contained in all types of computer memory and all
relevant materials and shall so warrant in writing to ScanSoft
within thirty (30) days of termination or expiration, except
that Buyer may retain one (1) copy of the Software only for the
purposes of providing its customers with ongoing support. Buyer
may distribute any paid-for Software in its possession after
termination or expiration.
15.0 GENERAL
15.1 NOTICES. All notices or demands required under this Agreement shall be
in writing and made by personal service, sent via certified mail return
receipt requested, by electronic mail via the Xerox intranet or by
facsimile with confirmation of transmission to the address of the
receiving party as set forth in this Agreement (or such different
address as either party may designate by notifying the other party in
writing).
15.2 ASSIGNMENT. Buyer shall not assign, transfer, or sell any of its rights,
or delegate any of its responsibilities under this Agreement without
ScanSoft's prior written consent. ScanSoft may assign this Agreement
only to a third party in connection with a merger, consolidation or
joint venture, or to a third party upon a sale or transfer of
substantially all of ScanSoft's business assets or substantially all of
the assets of a division or group responsible for the Software.
15.3 GOVERNING LAW. This Agreement shall be interpreted in accordance with
the laws of the Commonwealth of Massachusetts.
15.4 DISPUTES. The parties will first endeavor to informally resolve all
disputes between them prior to resorting to arbitration under this
Section. In any event that the parties are unable to informally resolve
any material dispute, it will be submitted to a Senior Xerox Executive
who has operational management responsibility for both ScanSoft and
Buyer.
15.5 NO IMPLIED WAIVERS. Failure of either party to require strict
performance by the other party of any provision shall not affect the
first party's right to require strict performance thereafter. Waiver by
either party of a breach of any provision shall not waive either the
provision itself or any subsequent breach.
15.6 SEVERABILITY. A judicial determination that any provision of this
Agreement is invalid in whole or part shall not affect the
enforceability of other provisions.
<PAGE> 8
15.7 EXPORT CONTROL. Buyer shall not export any Software or technical data
obtained from ScanSoft hereunder to any country for which the United
States of America or any agency thereof requires, at the time of export,
an export license or any other governmental approval without first
obtaining such license or approval.
15.8 ENTIRE AGREEMENT. This Agreement, along with those documents
incorporated by reference, constitute the entire agreement between the
parties concerning the subject matter hereof, superseding all previous
agreements, proposals, representations, or understandings, whether oral
or written. Modifications of this Agreement must be in writing and
signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown
below.
SCANSOFT, INC. BUYER: XEROX CORP. - CHANNELS GROUP
By: /s/ Wayne Crandall By: /s/ Susan Byrd
-------------------------- -------------------------
Name: Wayne Crandall Name: Susan Byrd
-------------------------- -------------------------
Title: V.P. Sales Title: V.P.G.M.
-------------------------- -------------------------
Date: June 29, 1998 Date: June 24, 1998
-------------------------- -------------------------
Address: 9 Centennial Drive Address:
-------------------------- -------------------------
Peabody, MA 01960
-------------------------- -------------------------
USA
-------------------------- -------------------------
Phone: 508-977-2000 Phone: 716-264-2558
-------------------------- -------------------------
Fax: 508-977-2425 Fax: 716-383-9320
-------------------------- -------------------------
<PAGE> 9
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT A
SOFTWARE AND PRICING
PREPAID ROYALTIES:
Upon the execution of this Agreement, Buyer shall pay to ScanSoft a
non-refundable advance in the amount of $100,000.00, as prepaid
royalties according to the Royalty Schedule set forth below.
ROYALTY SCHEDULE:
Buyer shall pay a per-copy royalty on each copy of the Software made by
Buyer according to the following schedule:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
UNIT FEE
SOFTWARE PLATFORM ANNUAL QUANTITY ($US)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pagis SE/TextBridge Pro 3.0 PC 1-25,000 units $ 4.00
Pagis SE/TextBridge Pro 3.0 PC 25,001+ units $ 3.75
Pagis PRO N/A $17.00
- -----------------------------------------------------------------------------------------
</TABLE>
QUARTERLY PAYMENT SCHEDULE:
Buyer shall provide to ScanSoft within fifteen (15) days after the end
of each calendar quarter a detailed statement setting forth the number
of units of the Bundled Solutions on or in which copies of the Software
were incorporated (regardless of whether any unit of Bundled Solution is
actually placed into use) during the previously completed calendar
quarter. This statement must be accompanied by payment in full of the
fees shown above. Buyer shall use its best efforts to meet the Expected
Quantity listed above.
PLEASE REMIT PAYMENT FOR INVOICES TO: OR FOR PAYMENT VIA ELECTRONIC
FUNDS TRANSFER TO:
ScanSoft, Inc. ScanSoft, Inc.
Attn: Accounts Receivable C/O Bank of Boston
9 Centennial Drive 100 Federal Street
Peabody, MA 01960 USA Boston, MA 02110 USA
Account Number: 522-89765
<PAGE> 10
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT B
BUYER'S PRODUCTS
BUYER'S PRODUCT:
DESCRIPTION:
EXPECTED FCS:
<PAGE> 11
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT C
STANDARD END-USER SOFTWARE LICENSE AGREEMENT
SCANSOFT, INC.
A SCANSOFT COMPANY
END-USER LICENSE AGREEMENT
THE SOFTWARE IS LICENSED, NOT SOLD, AND AVAILABLE FOR USE ONLY UNDER THE TERMS
OF THIS LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING,
COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
This ScanSoft, Inc. ("SCANSOFT") End User License Agreement accompanies a
ScanSoft software product and related explanatory written materials
("SOFTWARE"). The term "Software" shall also include any modified versions or
updates of the Software licensed to you by ScanSoft, but does not include source
code for the ScanSoft software product. This copy of the Software is licensed to
you as the end user.
1. LICENSE GRANT. Provided that you agree to the following terms and
conditions, ScanSoft grants to you a nonexclusive license to:
Install and use one copy of the Software on a single computer;
Store or install a copy of the Software on a storage device such as a
network server, used only to install or run the Software on your other
computers over an internal network, however, you must acquire and
dedicate a license for each separate computer on which the Software is
installed or run from the storage device. A license for the Software may
not be shared or used concurrently on different computers; and
Make a single copy of the Software solely for archival purposes.
MULTIPLE LICENSE PACK. If you have paid for a Multiple License Pack, you
may make additional copies of the Software up to the number of licenses
purchased, and you may use each copy in the manner specified above.
2. TERMINATION. Without prejudice to any other rights, ScanSoft may
terminate this Agreement if you fail to comply with the terms and
conditions of this Agreement. In such event, you must destroy all copies
of the Software.
3. RENT/TRANSFER. You may not rent, lease, or sublicense the Software. You
may, however, transfer all your rights to use the Software to another
person or entity, provided (1) the third party receives a copy of this
Agreement and agrees to be bound by its terms and conditions, and (2)
you erase or destroy all other copies of the Software, (3) you at all
times comply with all applicable United States export control laws and
regulations, and (4) if the Software is an upgrade, any transfer must
include all prior versions of the Software.
4. COPYRIGHT. The Software is owned by ScanSoft and its suppliers, and the
Software structure, organization and code are the valuable assets of
ScanSoft and its suppliers. The Software is also protected by United
States Copyright Law (Title 17, U.S. Code) and certain International
Treaty provisions. You agree not to modify, adapt, translate, reverse
engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software. Except as stated in Section 1 above, this
Agreement does not grant you any intellectual property rights in the
Software. Therefore, you must treat the Software like any other
copyrighted material. You may not copy the printed materials
accompanying the Software.
5. NO WARRANTY. The Software is being delivered to you "AS IS". SCANSOFT
AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS
YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. SCANSOFT AND ITS
SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT
OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE. IN NO EVENT WILL SCANSOFT OR ITS SUPPLIERS BE LIABLE TO YOU FOR
ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST
PROFITS OR LOST SAVINGS, EVEN IF A SCANSOFT REPRESENTATIVE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
THIRD PARTY. Some states or jurisdictions do not allow the exclusion or
limitation of incidental, consequential or special damages, or the
exclusion of implied warranties or limitations on how long an implied
warranty may last, so the above limitations may not apply to you.
6. GOVERNING LAW AND GENERAL PROVISIONS. This Agreement will be governed by
the laws of the State of Massachusetts U.S.A., excluding the application
of its conflicts of law rules. This Agreement will not be governed by
the United Nations Convention on Contracts for the International Sale of
Goods, the application of which is expressly excluded. If any part of
this Agreement is found void and unenforceable, it will not affect the
validity of the balance of the Agreement, which shall remain valid and
enforceable according to its terms. You agree that the Software will not
be shipped, transferred or exported into any country or used in any
manner prohibited by the United States Export Administration Act or any
other export laws, restrictions or regulations. This Agreement shall
automatically terminate upon failure by you to comply with its terms.
This Agreement may only be modified in writing signed by an authorized
officer of ScanSoft.
7. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are
provided with RESTRICTED RIGHTS. If this product is acquired under the
terms of a: GSA contract- Use, reproduction or disclosure is subject to
the restrictions set forth in the applicable ADP Schedule contract; DoD
contract- Use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c) (1) (ii) of 252.227-7013;
Civilian agency contract- Use, reproduction, or disclosure is subject to
52.227-19 (a) through (d) and restrictions set forth in the accompanying
end user agreement. Unpublished-rights reserved under the copyright laws
of the United States.
ScanSoft, Inc., 9 Centennial Drive, Peabody, MA 01960 USA ScanSoft, ,
TextBridge and Pagis are trademarks of either ScanSoft, Inc. or Xerox
Corporation and may be registered in certain jurisdictions. (c) 1997
ScanSoft, Inc. All rights reserved. 0697-td-license\scansoft_lics1.
<PAGE> 12
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT D
LABEL INFORMATION & MATERIALS SPECIFICATIONS FOR CD VERSION
(TO BE PROVIDED)
<PAGE> 13
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT E
LOGO USAGE GUIDELINES
(TO BE PROVIDED)
<PAGE> 14
SCANSOFT
GOLD DISK BUNDLING AGREEMENT
EXHIBIT F
TRADEMARK USAGE GUIDELINES
The following footnote should appear on all material which bear ScanSoft
Trademarks. Pagis(TM) is a Trademark of the ScanSoft Corporation.
<PAGE> 15
AMENDMENT #1
TO THE
GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
AMENDMENT NO. 1 to the GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
("THE Agreement"), dated, July 10, 1997 between Xerox Corporation through its
Channels Group ("XEROX"), having offices at East Rochester, New York, and
SCANSOFT, INC. ("SCANSOFT"), having offices at 9 Centennial Drive, Peabody, MA,
01960. Terms not otherwise defined herein are used herein as defined in the GOLD
DISK BUNDLING AGREEMENT: PAGIS (TM) SE & PAGIS PRO.
WHEREAS, ScanSoft and Xerox desire to provide certain modification to the
Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1.0 PREMISES. ScanSoft and Xerox agree to incorporate into the Agreement the
addition of new licensed software (TextBridge Pro 98) and its
corresponding royalty schedule listed below. The TextBridge Pro 98
software shall be bound by the same terms and conditions and will be
collectively referred to as the ("SOFTWARE") in both the Agreement and
this Amendment unless specifically called out. Xerox may bundle
TextBridge Pro with any Xerox's scanners models.
2.0 TERM. This Amendment is effective upon the date of execution by ScanSoft
and Xerox. The term covered by License Grant in this Amendment shall be
consistent with, and subject to, the Term and Termination provisions
outlined in the Agreement.
3.0 LICENSE GRANT. During the term of this Amendment, ScanSoft hereby grants
to Xerox, under ScanSoft's applicable patents, copyrights and other
intellectual property rights, a nonexclusive worldwide license to use
the Software and reproduce copies in object code format only, onto the
media upon which a Product is distributed and to distribute such copy
within the Products sold, leased and/or licensed by Xerox.
4.0 ROYALTY FEES. Prepaid Royalties: In consideration of the above License
Grant and upon the execution of this Amendment, Xerox shall pay to
ScanSoft a non-refundable advance in the amount of $300,000.00, for
50,000 units, as prepaid royalties according to the Royalty Schedule set
forth below.
ROYALTY SCHEDULE:
Xerox shall pay a per-copy royalty on each copy of the Software made by
Xerox according to the following schedule:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
EXPECTED ANNUAL UNIT FEE
SOFTWARE PLATFORM QUANTITY ($US)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TextBridge Pro 98 PC 50,000 $ 6.00
- -------------------------------------------------------------------------------------------
</TABLE>
Except as specified herein, the Agreement shall remain as stated. In the event
of a conflict between the terms and conditions of the Agreement and this
Amendment, the Amendment shall control.
IN WITNESS WHEREOF, duly authorized representatives of ScanSoft and Xerox have
executed this Amendment.
SCANSOFT, INC. XEROX CORPORATION
By: /s/ Wayne Crandall By: /s/ Susan Byrd
------------------------- ------------------------
Name: Wayne Crandall Name: Susan Byrd
------------------------- ------------------------
Title: Vice President Title: V.P./G.M.
------------------------- ------------------------
Date: October 23, 1998 Date: October 22, 1998
------------------------- ------------------------
<PAGE> 16
AMENDMENT #2
TO THE
GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
AMENDMENT NO. 2 to the GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
("THE Agreement"), dated, July 10, 1997 between Xerox Corporation through its
Channels Group ("XEROX"), having offices at East Rochester, New York, and
SCANSOFT, INC. ("SCANSOFT"), having offices at 9 Centennial Drive, Peabody, MA,
01960. Terms not otherwise defined herein are used herein as defined in the GOLD
DISK BUNDLING AGREEMENT: PAGIS (TM) SE & PAGIS PRO.
WHEREAS, ScanSoft and Xerox desire to provide certain modification to the
Agreement and Amendment No. 1 dated October 23, 1998. NOW, THEREFORE, in
consideration of the foregoing and the mutual promises hereinafter set forth,
the parties hereto agree as follows:
1.0 PREMISES. ScanSoft and Xerox agree to incorporate into the Agreement the
addition of new Xerox Products and their corresponding royalty schedule
listed below. For purposes of this Amendment, ("PRODUCTS") shall be
specifically defined as the Xerox models XI 70C, XI 72C. Xerox may add
other hardware devise models to the Products listed upon prior written
notice to ScanSoft.
2.0 TERM. This Amendment is effective upon the date of execution by ScanSoft
and Xerox. The term covered by License Grant in this Amendment shall be
consistent with, and subject to, the Term and Termination provisions
outlined in the Agreement.
3.0 LICENSE GRANT. During the term of this Amendment, ScanSoft hereby grants
to Xerox, under ScanSoft's applicable patents, copyrights and other
intellectual property rights, a nonexclusive worldwide license to use
the Software and reproduce copies in object code format only, onto the
media upon which a Product is distributed and to distribute such copy
within the Products sold, leased and/or licensed by Xerox.
4.0 ROYALTY FEES. In consideration of the above License Grant and upon the
execution of this Amendment, Xerox shall pay to ScanSoft a
non-refundable advance in the amount of $62,500.00, as prepaid royalties
according to the Royalty Schedule set forth below.
ROYALTY SCHEDULE:
Xerox shall pay a per-copy royalty on each copy of the Software made by
Xerox according to the following schedule:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
EXPECTED ANNUAL UNIT FEE
SOFTWARE PLATFORM QUANTITY ($US)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pagis Pro 2.0 and TextBridge Pro PC 50,000 $ 5.00
3.0 for Win 3.x users
(see detail below)
- -------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE DESCRIPTION: CD #1 shall contain: TextBridge Pro 3.0 English US and
BEFIGS for Windows 3.x and Pagis Pro 2.0 English US and
BEFIGS Windows 95, NT and 98.
CD # 2 shall contain: MGI Lite Content
CD # 3 - # 8 (6 CD's total) shall contain: MGI Full
Content in BEFIGS (1 CD per localized language.
DELIVERY: ScanSoft shall deliver the gold master 30 days from the
date ScanSoft receives the final TWAIN Driver and the
XI70C device from Xerox
PAYMENT TERMS: Net 45
<PAGE> 17
NOTE: Unit Fee royalty rates stated above are applicable to the specific product
models listed in section 1.0. For all other models the royalty shall remain as
stated in the Agreement.
Except as specified herein, the Agreement shall remain as stated. In the event
of a conflict between the terms and conditions of the Agreement or Amendment No.
1 and this Amendment, this Amendment (Amendment No. 2) shall control.
IN WITNESS WHEREOF, duly authorized representatives of ScanSoft and Xerox have
executed this Amendment.
SCANSOFT, INC. XEROX CORPORATION
By: /s/ Wayne Crandall By: /s/ George Herbert
------------------------- ------------------------
Name: Wayne Crandall Name: George D. Herbert
------------------------- ------------------------
Title: V.P. Sales Title: V.P./G.M.
------------------------- ------------------------
Date: December 22, 1998 Date: December 22, 1998
------------------------- ------------------------
<PAGE> 18
AMENDMENT #3
TO THE
GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
AMENDMENT NO. 3 to the GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
("THE Agreement"), dated, July 10, 1997 between Xerox Corporation through its
Channels Group ("XEROX"), having offices at East Rochester, New York, and
SCANSOFT, INC. ("SCANSOFT"), having offices at 9 Centennial Drive, Peabody, MA,
01960. Terms not otherwise defined herein are used herein as defined in the GOLD
DISK BUNDLING AGREEMENT: PAGIS (TM) SE & PAGIS PRO.
WHEREAS, ScanSoft and Xerox desire to provide certain modification to the
Agreement, Amendment No. 1 dated October 23, 1998, Amendment No. 2 dated
December 22, 1998. NOW, THEREFORE, in consideration of the foregoing and the
mutual promises hereinafter set forth, the parties hereto agree as follows:
1.0 PREMISES. ScanSoft and Xerox agree to incorporate into the Agreement the
addition of new Xerox Products and their corresponding royalty schedule
listed below. For purposes of this Amendment, ("PRODUCTS") shall be
specifically defined as the Xerox model: 480 CX. Xerox may add other
hardware devise models to the Products listed upon prior written notice
to ScanSoft.
2.0 TERM. This Amendment is effective upon the date of execution by ScanSoft
and Xerox. The term covered by License Grant in this Amendment shall be
consistent with, and subject to, the Term and Termination provisions
outlined in the Agreement.
3.0 LICENSE GRANT. During the term of this Amendment, ScanSoft hereby grants
to Xerox, under ScanSoft's applicable patents, copyrights and other
intellectual property rights, a nonexclusive worldwide license to use
the Software and reproduce copies in object code format only, onto the
media upon which a Product is distributed and to distribute such copy
within the Products sold, leased and/or licensed by Xerox.
4.0 ROYALTY FEES. In consideration of the above License Grant and upon the
execution of this Amendment, Xerox shall pay to ScanSoft a
non-refundable advance in the amount of $75,000.00, as prepaid royalties
according to the Royalty Schedule set forth below.
ROYALTY SCHEDULE:
Xerox shall pay a per-copy royalty on each copy of the Software made by
Xerox according to the following schedule:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
EXPECTED ANNUAL UNIT FEE
SOFTWARE PLATFORM QUANTITY ($US)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pagis Pro 2.0 and TextBridge Pro PC 60,000 $ 5.00
3.0 for Win 3.x users
(see detail below)
- -------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE DESCRIPTION: CD #1 shall contain: TextBridge Pro 3.0 English US and
BEFIGS for Windows 3.x and Pagis Pro 2.0 English US and
BEFIGS Windows 95, NT and 98.
CD # 2 shall contain: MGI Lite Content
CD # 3 - # 8 (6 CD's total) shall contain: MGI Full
Content in BEFIGS (1 CD per localized language.
DELIVERY: February 15, 1999
PAYMENT TERMS: Net 45
NOTE: Unit Fee royalty rates stated above are applicable to the specific product
models listed in section 1.0. For all other models the royalty shall remain as
stated in the Agreement.
<PAGE> 19
Except as specified herein, the Agreement shall remain as stated. In the event
of a conflict between the terms and conditions of the Agreement, Amendment No. 1
or Amendment No. 2 and this Amendment, then this Amendment (Amendment No. 3)
shall control.
IN WITNESS WHEREOF, duly authorized representatives of ScanSoft and Xerox have
executed this Amendment.
SCANSOFT, INC. XEROX CORPORATION
By: /s/ Wayne Crandall By: /s/ Susan Byrd
------------------------- ------------------------
Name: Wayne Crandall Name: Susan Byrd
------------------------- ------------------------
Title: V.P. Sales Title:
------------------------- ------------------------
Date: January 5, 1998 Date: December 18, 1998
------------------------- ------------------------
<PAGE> 20
AMENDMENT #4
TO THE
GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
AMENDMENT NO. 4 to the GOLD DISK BUNDLING AGREEMENT: PAGIS(TM) SE & PAGIS PRO
("THE Agreement"), dated, July 10, 1997 between Xerox Corporation through its
Channels Group ("XEROX"), having offices at East Rochester, New York, and
SCANSOFT, INC. ("SCANSOFT"), having offices at 9 Centennial Drive, Peabody, MA,
01960. Terms not otherwise defined herein are used herein as defined in the GOLD
DISK BUNDLING AGREEMENT: PAGIS (TM) SE & PAGIS PRO.
WHEREAS, ScanSoft and Xerox desire to provide certain modification to the
Agreement, Amendment No. 1 dated October 23, 1998, Amendment No. 2 dated
December 22, 1998, and Amendment No.3 dated January 5, 1999. NOW, THEREFORE, in
consideration of the foregoing and the mutual promises hereinafter set forth,
the parties hereto agree as follows:
1.0 PREMISES. ScanSoft and Xerox agree to incorporate into the Agreement the
addition of new ScanSoft licensed Software (TextBridge API as an
integrated component of WordCraft's Fax software) and its corresponding
royalty schedule listed below. For purposes of this Amendment,
("PRODUCTS") shall be specifically defined as the Xerox model: WC 385.
Xerox may add other hardware devise models to the Products listed upon
prior written notice to ScanSoft. Xerox may not license the TextBridge
API except as integrated component of WordCraft's Fax software combined
with the Product.
2.0 TERM. This Amendment is effective upon the date of execution by ScanSoft
and Xerox. The term covered by License Grant in this Amendment shall be
consistent with, and subject to, the Term and Termination provisions
outlined in the Agreement.
3.0 LICENSE GRANT. During the term of this Amendment, ScanSoft hereby grants
to Xerox, under ScanSoft's applicable patents, copyrights and other
intellectual property rights, a nonexclusive worldwide license to use
the Software and reproduce copies in object code format only, onto the
media upon which a Product is distributed and to distribute such copy
within the Products sold, leased and/or licensed by Xerox.
4.0 ROYALTY FEES. In consideration of the above License Grant and upon the
execution of this Amendment, Xerox shall pay to ScanSoft a
non-refundable advance in the amount of $5,000.00, as prepaid royalties
according to the Royalty Schedule set forth below.
ROYALTY SCHEDULE:
Xerox shall pay a per-copy royalty on each copy of the Software made by
Xerox according to the following schedule:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
EXPECTED ANNUAL UNIT FEE
SOFTWARE PLATFORM QUANTITY ($US)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TextBridge API as provided PC 50,000 $ 0.40
within the WordCraft Fax
Software Application
- -------------------------------------------------------------------------------------------
</TABLE>
PAYMENT TERMS: Net 45
Except as specified herein, the Agreement shall remain as stated. In the event
of a conflict between the terms and conditions of the Agreement, Amendment No.
1, Amendment No. 2 and Amendment No. 3 and this Amendment, then this Amendment
(Amendment No. 4) shall control.
IN WITNESS WHEREOF, duly authorized representatives of ScanSoft and Xerox have
executed this Amendment.
SCANSOFT, INC. XEROX CORPORATION
By: /s/ Wayne Crandall By: /s/ Susan P. Byrd
------------------------- ------------------------
Name: Wayne Crandall Name: Susan P. Byrd
------------------------- ------------------------
Title: Vice President Sales Title: VPMG, XCG
------------------------- ------------------------
Date: January 12, 1999 Date: January 12, 1999
------------------------- ------------------------
<PAGE> 1
EXHIBIT 10.16
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
This Agreement is between XEROX CORPORATION, OFFICE DOCUMENT PRODUCTS GROUP and
such Xerox Affiliates as defined below ("XEROX"), and SCANSOFT, INC.
("SCANSOFT") a Xerox company as agreed in writing to be bound by the terms and
conditions hereof, and shall be effective as of March __, 1998 ("Effective
Date"), upon the terms and conditions set forth below.
1.0 PREMISES & DEFINITIONS
1.1 This Agreement applies only to the ScanSoft-brand software product(s)
listed in Section 3.2 (referred to collectively as the "SOFTWARE").
1.2 "Xerox Affiliates" shall mean Xerox Canada Inc., Xerox Limited, and Fuji
Xerox Co. Ltd., and any entity, which is 50% or more, owned directly or
indirectly by Xerox Corporation or Xerox Limited but shall not include
ScanSoft, Inc.
1.3 Xerox wishes to acquire a master copy of the Software and its
documentation on disk (the "GOLD DISK"), to produce copies of the
Software and its associated documentation, combine such Software with
multi-function devices ("DOCUMENT CENTRE SYSTEMS" and similar hardware)
to create "BUNDLED SOLUTIONS" and to distribute such Bundled Solutions
to Xerox Affiliates, resellers and end users. Xerox shall not distribute
the Software except as part of the Bundled Solutions.
1.4 A Bundled Solution will include twenty-six (26) Software licenses for
each Document Centre System sold, twenty-five (25) Software licenses for
individual users and one (1) license for a server based OCR application.
Customers that require more than 26 licenses per multi-function device
installation may order additional copies of Software directly from
ScanSoft.
2.0 ADDITIONAL RESPONSIBILITIES OF XEROX
2.1 MARKETING. "TextBridge Pro" and/or the ScanSoft Software logo, provided
to Xerox upon signing of this Agreement, may be displayed in all
advertising, product literature, and in a conspicuous location on the
Bundled Solutions packaging. ScanSoft will provide the artwork for the
logo.
2.1.1 Xerox agrees to provide ScanSoft with access to all registered
customers of Xerox' Bundled Solution through the ScanSoft
software support registration process if a registration process
is used and database is available
2.1.2 Xerox shall provide ScanSoft, at no charge, one (1) unit each of
the Bundled Solutions to be used for support training, QA
testing and promotional activities.
3.0 ROYALTIES
3.1 The Software shall be licensed at the Bundled Solution license fee set
forth below. A Bundled Solution license fee is payable to ScanSoft based
on the calculated number of Bundled Solutions. The parties agree that in
order to calculate the Bundled Solution royalty payable to ScanSoft,
Xerox shall not less than quarterly, submit to ScanSoft a statement
showing the net number of royalty bearing units of Software licensed to
third parties which shall be calculated by subtracting the number of
units of Software returned by third parties in conjunction with the
return of a unit of the multi-function device from the total number of
units of the Software licensed to a third party during such period.
Xerox may use a reasonable number of copies for demonstration and
promotion purposes without paying a license fee. The TextBridge Pro
component of the Software shall be distributed by Xerox with CentreWare
4.0, in an earlier version if possible. Xerox may license additional
units of Software at the Unit License Fee below for customers who
<PAGE> 2
request additional Software units. Such Software license shall not
exceed one hundred (100) licenses per sale of each Document Centre
Systems and/or similar hardware.
3.2 Upon the execution of this Agreement, Xerox shall pay to ScanSoft
royalties according to the schedule set forth below:
<TABLE>
<CAPTION>
BUNDLED
SOLUTION
SOFTWARE UNIT LICENSE LICENSE FEE
(FOR 25 USERS + 1 SERVER PLATFORMS PRE-PAID FEE (EXTENDED
INSTALLATION) SUPPORTED LICENSES ($US) SYSTEM FEE)
------------------------ -------------- -------- ------------ ------------
<S> <C> <C> <C> <C>
TEXTBRIDGE PRO
(TEXTBRIDGE PRO FOR WINDOWS PC-Win95, None $5.00 $125.00
3.1) WinNT and Win
(TEXTBRIDGE PRO 98 FOR WINDOWS 3.11
95/NT 4.0)
</TABLE>
See ATTACHMENT II - TEXTBRIDGE PRO LANGUAGE SPECIFICATIONS for complete list
of User Interfaces and Recognized Languages supported.
3.3 Xerox shall provide to ScanSoft, within thirty (30) days after the end
of each calendar quarter, a detailed statement setting forth the net
number of the Bundled Solutions on which copies of the Software were
licensed or sublicensed to third parties during the previously completed
calendar quarter. The statement shall be accompanied by payment in full
for license fees due to ScanSoft.
4.0 SECOND LEVEL TECHNICAL SUPPORT
4.1 The details of training delivery by ScanSoft and the TextBridge Pro
training material are listed in Attachment III - TEXTBRIDGE PRO
TECHNICAL SUPPORT AND TRAINING.
4.2 ScanSoft will provide Second and Third Level Support to Xerox' Customer
Support, as it may be reasonably requested by Xerox, to fulfill its
maintenance obligations to its resellers and end users. The details of
technical support responsibilities of ScanSoft and Xerox are listed in
Attachment III - TEXTBRIDGE PRO TECHNICAL SUPPORT AND TRAINING.
4.3 If customer problem was determined to be caused by a defect in media,
Xerox shall issue a replacement media to a customer and Xerox agrees to
pay for all associated costs incurred by such replacement.
5.0 TITLE
Title and all rights of ownership to the Software, and all copies of all
or any part thereof, are and remain with ScanSoft at all times. Xerox
agrees to place Xerox-ScanSoft's copyright notice (using the
international copyright symbol) on each copy of Software made by Xerox.
6.0 LICENSE
6.1 LICENSE GRANT. ScanSoft hereby grants to Xerox, under ScanSoft's
applicable patents, copyrights and other intellectual property rights, a
perpetual, nonexclusive, worldwide right and license to use, market,
maintain, reproduce, (in any medium including firmware) translate,
prepare, display, lease, and sub-license the Software and reproduce
copies in object code format only, onto the media form contained within
a Bundled Solution and to distribute such copies with the Bundled
Solutions sold, leased and/or licensed by Xerox.
<PAGE> 3
6.2 Xerox shall ensure that each copy of the Software is marketed with (1)
the Software's user documentation, (2) the Software License Agreement,
and (3) Electronic Warranty Registration Process. Xerox shall adhere to
ScanSoft's specifications (in Attachment I) for the Software's user
documentation when manufacturing such documentation. Any deviations from
such specifications will require advance written approval from ScanSoft.
ScanSoft may require samples reflecting such deviations for review prior
to issuing its approval.
6.3 ScanSoft shall ensure compatibly between the Software and Xerox'
Products. Xerox shall test such Software compatibility in their standard
end-user configuration. If the Software and Xerox' Products are not
compatible then Xerox may use the options stated in 7.03 as a remedy.
7.0 WARRANTY AFTER APPROVAL
7.01 The Software provided to Xerox herein is licensed without any
modification or customization. ScanSoft shall warrant the Gold Disk to
be free from known viruses and material program defects for a period of
thirty (30) days from the date of delivery of the master Gold Disk.
7.02 If any material program errors with the Software are discovered by
Xerox, ScanSoft shall use reasonable efforts to correct such errors at
no charge to Xerox within a correction period of thirty (30) days
following receipt of written notice from Xerox of such errors.
7.03 If the program errors of 7.02 cannot be eliminated by ScanSoft in the
thirty (30) day correction period, then as Xerox' remedy and at its
option Xerox may:
(a) extend the correction period by an amount of time as may be
determined by Xerox; or
(b) approve the Software with an equitable reduction in any Fee as
materially determined by the parties; or
(c) reject the Software by notifying ScanSoft of such in writing and
promptly returning all Software to ScanSoft with all copies made
thereof and ScanSoft shall refund the License Fee paid by Xerox
for such units of Software returned to Xerox by its customers
within the warranty period stated in section 7.01.
7.04 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SCANSOFT HEREBY
DISCLAIMS AND XEROX HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER EXPRESS
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY AND ALL
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.05 END-USER WARRANTY. In the event any end user makes a warranty claim
against ScanSoft or which is outside of the warranty set forth in
Section 7.01, ScanSoft shall honor such warranty but Xerox shall hold
ScanSoft harmless from and against such warranty claims and Xerox shall
pay ScanSoft the actual costs incurred by ScanSoft in honoring such
warranty claim.
8. 0 TERMINATION
8.01 This Agreement is effective upon the date of execution by ScanSoft and
Xerox ODPG. Subject to the termination provisions set forth in this
Agreement, the initial term shall commence on the Effective Date and run
for an eighteen (18) month period. This Agreement may be renewed for
successive one-year periods by mutual written consent of the parties.
Upon termination or expiration, Xerox shall stop production and
distribution of the Software.
8.02 Either ScanSoft or Xerox may terminate this Agreement by written notice
of termination to the other party upon a material breach by ScanSoft or
Xerox which has not been cured within thirty (30) days of written notice
of such breach. Confidential Obligations (the obligations as to
Confidential Information) herein shall not be waived and shall survive
termination.
8.03 BREACHES PROVIDING GROUNDS FOR IMMEDIATE TERMINATION. ScanSoft shall
have the right to immediately terminate this Agreement if Xerox breaches
the provisions of this Agreement regarding: (1) ScanSoft confidential
information; (2) the unauthorized license or marketing of ScanSoft
Software.
8.04 Xerox reserves the right, in whole or in part, in the exercise of its
discretion, to terminate this Agreement upon not less than thirty (30)
days written notice to ScanSoft. In the event of termination or upon
<PAGE> 4
expiration of this Agreement, ScanSoft shall return to Xerox any and all
documents, materials, work product and all copies made thereof, which
were obtained by ScanSoft from Xerox.
9.0 EFFECT OF TERMINATION
9.01 Termination or nonrenewal shall not relieve either party of obligations
incurred prior to termination or expiration or of obligations which by
their nature or term survive termination or expiration. All monies due
to ScanSoft from Xerox shall become immediately due and payable upon any
termination.
9.02 Upon termination or expiration, Xerox shall (1) immediately stop
production and distribution of the Software and (2) cease using the name
"ScanSoft" or "TextBridge Pro". Xerox shall destroy any ScanSoft
software contained in all types of computer memory and all relevant
materials and shall so warrant in writing to ScanSoft within thirty (30)
days of termination or expiration, except that Xerox may retain a
reasonable quantity of the Software only for the purposes of providing
its customers with ongoing support. Xerox may distribute any paid-for
Software in its possession after termination or expiration.
9.03 Additionally, each party shall return to the other party any and all
confidential documents or materials.
10.0 INDEMNIFICATION
10.01 ScanSoft represents and warrants that it has sufficient right, title and
interest in and to the Software to enter into this Agreement and further
warrants that it is not aware that Software infringes any patent,
copyright or other proprietary right of a third party and that it has
not been notified by a third party of a possibility that the Software
might infringe any patent, copyright or other proprietary right of a
third party.
10.02 ScanSoft shall defend Xerox and Xerox Affiliates from, and pay any
judgment for, any claim, action or other proceeding brought against
Xerox or Xerox Affiliates arising from the use of the Software,
providing that such Xerox or Xerox Affiliates promptly notifies ScanSoft
in writing of any action or claim, allows ScanSoft, at ScanSoft's
expense, to direct the defense, gives ScanSoft full information and
reasonable assistance required to defend such suit, claim or proceeding,
at no out-of-pocket expense to Xerox, and allows ScanSoft to pay any
judgment, provided further that ScanSoft shall have no liability for any
claim, action or other proceeding based upon acts or omissions by Xerox,
the combination of the Software with hardware or software not provided
by ScanSoft if the claim relates to such combination, or for settlements
or costs incurred without the knowledge of ScanSoft. To avoid
infringement, ScanSoft may, at its option, and at no charge to Xerox,
obtain a license or right to continue the use of the Software, or modify
the Software so it no longer infringes, but is still a functional
equivalent of the Software, or substitute a functional equivalent of the
Software. If none of the foregoing are commercially practicable,
ScanSoft may, as Xerox' remedy under this Section 10.02 accept the
return of all infringing Software and refund to Xerox all applicable
License Fees therefore.
10.03 The foregoing indemnity does not apply, and Xerox agrees to indemnify
ScanSoft (including reasonable costs and attorneys' fees), with respect
to any claim brought against ScanSoft concerning patent or copyright
infringement allegedly arising from: (1) the unauthorized combination or
utilization by Xerox of any Software or (2) the unauthorized
modification of any Software by Xerox; (3) any Software manufactured by
ScanSoft to Xerox' specifications; (4) the production of images in
violation of the proprietary rights of third parties.
11.0 DISCLAIMER
11.01 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST CONTRACTS
OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES IN ANY WAY ARISING OUT OF THE USE OF THE SOFTWARE OR RELATING TO
THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM
<PAGE> 5
OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS
BEEN COMMUNICATED. THIS DISCLAIMER DOES NOT APPLY TO THE AFORESAID
INDEMNIFICATION.
12.0 FORCE MAJEURE
12.01 Neither party shall be liable to the other for its failure to perform
any of its obligations hereunder during any period in which such
performance is delayed by circumstances beyond its reasonable control,
provided that the party experiencing such delay promptly notifies the
other party of the delay.
13.0 CONFIDENTIAL INFORMATION
13.01 This Agreement supersedes any prior agreement with Office Document
Products as to the Software (with respect to Confidential Information).
13.02 Each party agrees not to intentionally disclose or intentionally make
available to any third party information received from the other party
(hereinafter referred to as "Information" or "Confidential Information")
in any form without the express written approval of the disclosing
party.
13.03 Receiving party shall not use such Information except to the extent
necessary to perform under this Agreement and shall not intentionally
circulate the Information within its own organization except to those
with a specific need to know such Information. If written approval by
disclosing party is given to receiving party to disclose Information to
a third party, receiving party shall impose similar confidential
restrictions on such third party to whom it discloses such Information.
13.04 The obligations on receiving party recited herein shall terminate with
respect to any particular portion of such Information when and to the
extent that it is or becomes:
(a) part of the public domain through no fault of receiving party;
(b) communicated by disclosing party to a third party free of any
obligation of confidence;
(c) independently developed by receiving party with-out any reference
to the Information;
(d) known to receiving party free of any obligation of confidence.
13.05 In no event shall the obligation of receiving party with respect to the
Information extend beyond three (3)years from the date of disclosure.
13.06 Upon request by disclosing party or termination of this Agreement,
whichever occurs first, receiving party agrees to promptly return the
Information to the disclosing party.
14.0 ASSIGNMENT
14.01 This Agreement may not be assigned or transferred by either party
without the prior written approval of the other party; provided that
ScanSoft may assign its rights to any purchaser of all or substantially
all of its business, and Xerox may assign its rights hereunder, or any
portion thereof, to any subsidiary or affiliate of Xerox or to any
purchaser of all or substantially all of its equipment business for
which the Software is then licensed. Further, Xerox' or Xerox
Affiliates' rights and obligations under this Agreement may be exercised
and performed in whole or in part by any subsidiary or affiliate of
Xerox, provided that Xerox shall continue to be responsible to ScanSoft
for the performance of its obligations under this Agreement. Subject to
the limitations heretofore expressed, this Agreement shall inure to the
benefit of and be binding upon the parties, their successors,
administrators, heirs and assigns.
15.0 MODIFICATION
15.01 This Agreement constitutes the entire Agreement of the parties as to the
subject matter hereof and supersedes all prior and contemporaneous
communications. This Agreement shall not be modified, except by a
written Agreement signed by duly authorized representatives of ScanSoft
and Xerox.
<PAGE> 6
16.0 BANKRUPTCY OF SCANSOFT OR XEROX
16.01 To the extent permitted by applicable law (including II U.S.C. Section
365) the non-defaulting party may terminate this Agreement immediately
by written notice to the other in the event the other party makes an
assignment for the benefit of its creditors, admits in writing an
inability to pay debts as they mature, a trustee or receiver is
appointed respecting all or a substantial part of the other party's
assets, or a proceeding is instituted by or against the other party
under any provision of the Federal Bankruptcy Act and is acquiesced in
or is not dismissed within sixty (60) days, or results in an
adjudication of bankruptcy. To the extent applicable law prevents the
non-defaulting party from terminating this Agreement, if it should wish
to do so as described above, then the parties shall have only those
rights and remedies permitted by applicable law, including the United
States Bankruptcy Act, including but not limited to II U.S.C. Section
365.
17.0 COMPLIANCE WITH THE LAW
17.01 Each party represents and warrants compliance with all Federal, State
and local laws, ordinances and regulations applicable to this Agreement
including, but not limited to, (a) applicable requirements of (a)of the
Fair Labor Standards Act, (b) Executive Order 11246(c) the Vietnam Era
Veterans Readjustment Assistance Act and the Rehabilitation Act.
18.0 NONPUBLICITY
18.01 Without prior written consent of the other Party, a party shall not (a)
make any news release, public announcement, denial or confirmation of
this Agreement or its subject matter, or (b) advertise or publish any
facts relating to this Agreement.
19.0 CONTROLLING LAW
19.01 This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
20.0 GENERAL PROVISIONS
20.01 Waiver. Failure of either party to require strict performance by the
other party of any provision shall not affect the first party's right to
require strict performance thereafter. Waiver by either party of a
breach of any provision shall not waive either the provision itself or
any subsequent breach.
20.02 No Agency. It is agreed and understood that neither Xerox nor ScanSoft
has any authority to bind the other with respect to any matter
hereunder. Under no circumstances shall either Xerox or ScanSoft have
the right to act or make any commitment of any kind to any third party
on behalf of the other or to represent the other in any way as an agent.
20.03 Survival. The provisions of this Agreement shall, to the extent
applicable, survive the expiration or any termination hereof including,
but without limitation, any perpetual license herein granted.
20.04 Headings. The headings and titles of the Sections of the Agreement are
inserted for convenience only, and shall not affect the construction or
interpretation of any provision.
20.05 Severability. If any provision of the Agreement is held invalid by any
law, rule, order or regulation of any government, or by the final
determination of any state or federal court, such invalidity shall not
affect the enforceability of any other provisions not held to be
invalid.
20.06 Entire Agreement. This Agreement constitutes the entire Agreement of the
parties as to the subject matter hereof and supersedes any and all prior
oral or written memoranda, understandings and Agreements as to such
subject matter.
21.0 YEAR 2000 WARRANTY
<PAGE> 7
21.01 ScanSoft represents and warrants that the Software and Third Party
Software delivered under this Agreement is Year 2000 performance compliant and
thus shall be able to accurately process date data (including, but not limited
to, calculating, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries, including leap year calculations. The
remedies available to Xerox for breach of this warranty shall include prompt
repair or replacement of any Software and Third Party Software or part thereof
whose non-compliance is discovered and made known to ScanSoft in writing.
Nothing in this warranty shall be construed to limit any rights or other
remedies Xerox may otherwise have under this Agreement with respect to
uncorrected program errors or defects.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown
below.
SCANSOFT, INC. XEROX CORPORATION, ODP
By: /s/ Wayne Crandall By: /s/ Ray Valukonis
-------------------------------- -----------------------------------
Name: Wayne Crandall Name: Ray Valukonis
------------------------------ ---------------------------------
Title: V.P. Title: V.P. Finance
----------------------------- --------------------------------
Date: March 25, 1998 Date: March 19, 1998
------------------------------ ---------------------------------
Address: 9 Centennial Drive Address: 200 Canal View Blvd, MS 831
-------------------------- -----------------------------
Peabody, MA 01960 Rochester, NY 14623
-------------------------- -----------------------------
USA USA
-------------------------- -----------------------------
Phone: 978-977-2000 Phone:
-------------------------- -----------------------------
Fax: 978-977-2425 Fax:
-------------------------- -----------------------------
<PAGE> 8
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
ATTACHMENT I
TEXTBRIDGE PRO MATERIALS SPECIFICATIONS
1) TEXTBRIDGE PRO SOFTWARE KIT (CD)
A) SOFTWARE SPECS
FORMAT CD-ROM
QUANTITY 1
MASTER Provided as CD-R
B) CD SCREENPRINT ARTWORK
PROCESS To be printed on each CD
COLOR Two color (red & black)
ARTWORK Master artwork provided by MarCom in specified format
C) TEXTBRIDGE CD TRAY INLAY
DESCRIPTION Includes serial number
PROCESS To included in rear cover of CD Jewel case
ARTWORK Master artwork provided by MarCom in specified format
SERIAL NUMBER Serial number scheme and range to be provided by
Manufacturing
D) TEXTBRIDGE CD JEWEL CASE
DESCRIPTION Standard clear plastic CD Jewel Case with black tray
2) TEXTBRIDGE PRO USER'S GUIDE
A) ELECTRONIC FOR ONLINE MANUAL
MASTER Provides as PDF file on Master CD-R
A) HARD COPY
i) INTERNAL PAGE SPECIFICATIONS
PAGE SIZE 7.25 x 8.375 inches - double-sided pages per provided
masters (except where otherwise specified)
PAGE COUNT 123 pages plus cover (WINDOWS);
STOCK At least 50 lb. Opaque Smooth Paper (60 lb. preferred)
TYPE COLOR One-color (Black)
BINDING Perfectbind or equivalent
ii) COVER PAGE SPECS
COLOR Two color with Clear Aqueous-based varnish finish
STOCK 10 pt. coated White Carolina Paper
BINDING Perfect Binding
4) TEXTBRIDGE WARRANTY REGISTRATION CARD
SIZE 6.875 x 4.875 inches
STOCK 10 pt. Coated
COLOR Two Color
FINISHING Scored and folded to finished size 5.5 x 4.25 inches
TYPE One-color (Black)
NOTE: Artwork will be provided as Macintosh PostScript files.
<PAGE> 9
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
ATTACHMENT II
TEXTBRIDGE PRO LANGUAGE SPECIFICATIONS
1.) TEXTBRIDGE PRO 3.0 FOR USE WITH MICROSOFT WINDOWS(R) 3.1
NORTH AMERICA/UK Version: Page size default = letter
Interface: English
Recognizes: English, French, German, Italian, and Spanish
FRENCH Version Page size default = A4
Interface: French
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
GERMAN Version Page size default = A4
Interface: German
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
ITALIAN Version Page size default = A4
Interface: Italian
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
SPANISH Version Page size default = A4
Interface: Spanish
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
BRAZILIAN PORTUGUESE Version Page size default = A4
Interface: Brazilian Portuguese
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
2.) TEXTBRIDGE PRO 98 FOR USE WITH MICROSOFT WINDOWS(R) 95 AND NT
NORTH AMERICA/UK VERSION: Page size default = A4
Interface: English
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
FRENCH Version Page size default = A4
Interface: French
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
GERMAN Version Page size default = A4
Interface: German
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
<PAGE> 10
ITALIAN Version Page size default = A4
Interface: Italian
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
SPANISH Version Page size default = A4
Interface: Spanish
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
BRAZILIAN PORTUGUESE Version Page size default = A4
Interface: Brazilian Portuguese
Recognizes: Danish, Dutch, English, Finnish, French, German, Italian, Norwegian,
Portuguese, Spanish, Swedish
<PAGE> 11
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
ATTACHMENT III
TEXTBRIDGE PRO TECHNICAL SUPPORT AND TRAINING
1.) PRODUCT SUPPORT BY SCANSOFT AND XEROX
ScanSoft will provide technical support to Xerox' Customer Support, as it may be
reasonably requested by Xerox, to fulfill its maintenance obligations to its
resellers and end users. Technical support shall include telephone support to
Xerox' engineering staff on the operation, integration and utilization of the
Software, and maintenance modifications and bug corrections for the Software to
bring them into conformance with the specifications. There will be no charge to
Xerox for this level of support. When a customer problem is determined by Xerox'
Customer Support to be associated directly with the Software and resolution of
the problem is not within the range of training received or knowledge accrued by
Xerox' Customer Support, Xerox' Customer Support may either, contact ScanSoft's
telephone support for assistance or refer the end user directly to ScanSoft's
Customer Support.
2.) SUPPORT LEVELS
2.1 First Level Support. Cases that can be immediately answered and require no
callback to the customer. No assistance from Second Level Support is
required.
2.2 Second Level Support. Cases that involve knowledge of the Software
program, problem isolation or investigation by technical support
technicians and may require a callback to the customer. Assistance from
Third Level Support may be required.
2.3 Third Level Support. Cases that involve detailed knowledge of the Software
program, problem isolation and investigation by Xerox engineers.
Assistance and resolution may be required from the other party.
3.) SCANSOFT RESPONSE TO PROBLEMS RANKED BY SEVERITY
3.1 SEVERITY 1 PROBLEMS. Means this Software has a problem, defect or
malfunction which renders the Software or a major component of the
Software inoperative. With a Severity l Problem there is a significant and
on-going interruption to the end user or customers business or there is an
unrecoverable loss or corruption of data. No circumvention is available.
ScanSoft agrees to commence an investigation of any "Severity 1 Problems"
within one (1) business day of notice by Xerox and initiate the
development of corrections immediately thereafter. ScanSoft shall commit
commercially reasonable efforts to provide Xerox with a fix, workaround or
permanent fix within fourteen (14) business days.
3.2 SEVERITY 2 PROBLEMS. Means the Software has a problem, defect or
malfunction where the Software or a major component or the Software is not
working or is malfunctioning in a manner which restricts the end user or
customers use of the Software. ScanSoft agrees to commence an
investigation of any "Severity 2 Problems" within two (2) business days of
notice by Xerox and initiate the development of corrections immediately
thereafter. ScanSoft shall commit commercially reasonable efforts to
provide Xerox with a fix, workaround or permanent fix within six (6)
weeks.
3.3 SEVERITY 3 PROBLEMS. Means the Software has a problem. defect or
malfunction where the Software or a component of the Software is not
functioning as specified in the documentation and caused a minor impact on
the end user or customers use of the Software. An acceptable circumvention
or workaround is available. ScanSoft agrees to commence an investigation
of any "Severity 3 Problems" within five (5) business days of notice by
Xerox and shall be corrected in future releases of the Software.
4.) SUPPORT CONTACTS
4.1 ScanSoft and Xerox will provide Warm Transfer (call forwarding)
capabilities between Xerox Third Level Support and ScanSoft for support in
the US, Canada and Europe. ScanSoft will make an OEM Hotline telephone
line available to the same Xerox locations for warm transfer calls. At a
minimum, this support will be provided by ScanSoft in the US during the
business hours of 08:30 to 17:30 Eastern Time, Monday through Friday
(ScanSoft holidays excluded).
4.2 ScanSoft will provide US-based OEM Hotline for calls from Xerox Customer
Support Centers in Latin and South America during the same business hours
as above.
<PAGE> 12
4.3 ScanSoft will provide web and email based support
([email protected]) for Xerox Customer Support Centers on a
worldwide basis.
4.4 Second and Third Level local language support for calls in Europe (XL) is
provided by an office in the UK in German, French, and Italian; in Canada
(XCI) support is provided by an office in the US in English only; and in
Latin America (ACO) support is provided by an office in the US in English
only, or via email in English.
4.5 ScanSoft and Xerox will each designate a technical support contact person
responsible for overall communications between each company.
5.) SUPPORT RESPONSIBILITY
ScanSoft will provide all levels of support for any TextBridge Pro Software
scanner related questions other than those questions related directly to the
Document Centre Systems scanning. In cases where Xerox receives call on any
questions concerning TWAIN, or other scanner driver connectivity, it will be the
responsibility of ScanSoft and will be forwarded from Xerox to ScanSoft. The
customer may call the TextBridge support line at 800-880-8806 with in the USA,
978-977-0764 for outside of the USA and add UK phone numbers for European
support for assistance with such questions. Xerox Customer Support will be
responsible for all other calls related to the TextBridge Pro Software operation
and the Document Centre Systems scan to file capabilities. ScanSoft will forward
all calls related to the Document Centre Systems and the related scan to file
capabilities to Xerox Customer Support Centers. If both parties agree to
transfer responsibility for communicating with an individual customer to
ScanSoft, ScanSoft will assume all further responsibility for that customer's
support, including sending any pertinent bug fixes, if available, at ScanSoft's
own expense.
6.) SOFTWARE LICENSE FOR XEROX SUPPORT CENTERS
In order to address customer support issues, Xerox support centers or their
subcontractors are permitted to use the Software solely for support and/or
testing purposes for Xerox customers. Such installation is not licensed for
operational use, and is for support purposes only. The Software is for internal
use only and will not be distributed externally.
7.) SOFTWARE PROBLEM RESOLUTION PROCESS AND ESCALATION PROCESS
The Software Problem Report (SPR) process includes the following steps:
~ SPR's are filed as needed.
~ SPR's are prioritized.
~ ScanSoft personnel are assigned to take direct responsibility for
handling the SPR.
~ The timeline requirement is identified to resolve the SPR.
~ The strategy that will be taken to resolve the issue is identified.
~ Resolution to the problem or work-around is communicated.
~ As appropriate and where applicable, "patches" are posted on the web for
download.
~ At Scansoft's discretion fixes may be rolled into a point release which
can then be sent to customers experiencing a particular problem
addressed in that version.
~ The patch or point release will be delivered to Xerox Third Level
Support for fix verification at the same time as ScanSoft performs QA on
the release.
~ Communication of the progress against the action plan is made on a daily
basis for critical problems and on a weekly basis for normal problems.
If this process is failing to satisfy either party, a review of the situation
and the process to date should be made by ScanSoft and Xerox.
8.) REGULAR REPORTING
8.1 ScanSoft will provide Xerox with a "Solutions" database of known problems
and solutions on a monthly basis in a format that is compatible with
Xerox' DB IV database. The database information is expected to be
available from ScanSoft beginning in June 1998, or sooner, and updates
will be provided within twenty (20) days after the last day of each
calendar month. The basis for this information is on the TextBridge Pro98
web page as FAQ's and technical information bulletins which Xerox has
access to.
8.2 Xerox and ScanSoft recognize and acknowledge the importance to each other
of Third Level technical support information regarding both individual
cases and aggregate support statistics, and commit to provide each other
with regular reports containing all pertinent technical support
information. These reports will be provided as they become available.
ScanSoft provides a comprehensive FAQ document and technical bulletins for
TextBridge Pro 98 via the TextBridge Pro98 web page (at
"www.textbridge.com"). Updates will be added to these on a regular basis
<PAGE> 13
9.) TRAINING MATERIALS
ScanSoft and Xerox recognize and acknowledge the importance of providing
training to each other regarding the TextBridge Pro Software.
9.1 ScanSoft will develop training materials that cover the information
required to adequately support the TextBridge Pro Software. At a minimum,
ScanSoft will provide the same level of training that Xerox provides to
its own support staff and ScanSoft will provide the same level of product
training/materials to Xerox as they provide to other OEM's. The training
materials will include robust troubleshooting and escalation procedures or
guidelines.
9.2 Xerox will honor reasonable requests from ScanSoft to provide basic
training on Xerox DCS Products to facilitate ScanSoft's customer support
efforts. The scope and timing of such training will be mutually agreed
upon by both companies' support representatives.
10.) LOCATION AND TIMING OF TRAINING
To ensure adequate customer support, ScanSoft's training of Xerox personnel will
be provided prior to Xerox' product introduction date. The training will be held
in Rochester, NY at a Xerox location for a mutually agreeable period appropriate
to the training program.
11.) SCOPE OF TRAINING
11.1 This training will include, but not be limited to, all TextBridge Pro
Software features and functions, customer usability, and advanced
troubleshooting based on customer support history. ScanSoft will be
expected to train the trainers from each of the major Xerox Customer
Support Functions that is using or supporting the TextBridge Pro Software.
11.2 Xerox may further request and ScanSoft shall provide additional training
as reasonably necessary to inform all personnel of new program versions or
enhancements.
11.3 ScanSoft will provide on-site training at their facility, when requested
by Xerox, in order to provide an in-depth, hands-on customer support
experience for a mutually agreed upon number of Xerox Third Level Support
technicians.
11.4 All initial and subsequent training shall be provided at no charge to
Xerox, however for any subsequent training sessions Xerox shall pay
ScanSoft for reasonable travel and lodging expenses.
11.5 In the event ScanSoft releases new version of TextBridge Pro, ScanSoft
shall provide Xerox with additional training at no additional charge.
12.) MATERIAL RIGHTS
12.1 ScanSoft grants Xerox the royalty-free rights to modify reproduce and use
all training classes, methods and materials supplied ScanSoft or developed
by Xerox pursuant to this Agreement.
12.2 ScanSoft restricts the use of such materials to training Xerox employees
or to agents contracted by Xerox for the purpose of selling or supporting
Xerox products.
13.) TRAINING DELIVERY PROCESS AND CONTENT
13.1 ScanSoft will provide training sessions, with back-up documentation, to
Xerox Second Level support. The training will include robust
troubleshooting for topics (such as Installation, Software Upgrade,
Quality of OCR, OCR application interface, operability to optimize OCR),
escalation procedures/guidelines and relationship building for those
support personnel who will be involved in (bi-directional) escalation.
13.2 ScanSoft will provide training material (instructor notes, transparencies,
lab exercises/lab specifications, and hand-out documentation) for
training/customer demonstration/customer application testing purposes to
Xerox trainers responsible for training field support people.
13.3 Training content (lecture, lab, and documentation) should focus on
supported environments, installation procedure, application verification
process, known issues/problems and troubleshooting procedures.
13.4 ScanSoft will provide pre-sales/installation support literature: customer
collaterals describing strengths, positioning, customer benefits, and
technical documentation (this information is available at the ScanSoft web
site).
<PAGE> 14
SCANSOFT - XEROX
GOLD DISK BUNDLING AGREEMENT
ATTACHMENT IV
TEXTBRIDGE ODP SPECIFICATION
Chuck Hudson
3/3/1998
1.1.1. Document Scope
This document will describe the features of the TextBridge release for the ODP
OEM client.
1.1.2. Project Scope
This project will consist of a master CD created to support both 16-bit Windows
3.x systems and 32-bit Windows 95 and NT systems with the current TextBridge 3.0
(16-bit) and TextBridge 98 (32-bit) products. It is fully understood that the
TextBridge 3.0 code base is at a "frozen" point and will not be updated for this
product.
1.1.3. Project Schedule
DATE 1st build delivered to QA (without updated help files)
3/16/1998 Updated help files delivered to Release Engineering
3/18/1998 2nd build with updated help files and any necessary SPRs fixed
3/19/1998 First build of beta to be delivered
4/15/1998 Final build delivered to QA
4/17/1998 Final Gold Master with all languages
6/1/1998 Launch date for product
1.1.4. Code Base
For Win 3.x the code used will be the existing released TextBridge 3.0
with the following UI languages - English US, French, German, Italian,
Spanish, and Brazilian Portuguese. No changes will be made to this code
and it will be incorporated on the final CD as is. Thus it will be
copied on the project from the existing master cd.
<PAGE> 15
For Win NT and 95 the code base will be the TextBridge Pro 98 release
with the following UI languages - English US, English UK, French,
German, Italian, Spanish, and Brazilian Portuguese.
Note: The complete version of Brazilian Portuguese for TextBridge Pro 98
may not be included in the 1st build of the beta release to be
delivered, as localization may not be complete.
1.1.5. UI Languages and the corresponding recognition languages
TextBridge Pro 3.0 for use with Microsoft Windows(R) 3.1
<TABLE>
<CAPTION>
PAGE SIZE
VERSION DEFAULT INTERFACE RECOGNIZED LANGUAGES
---------- --------- --------- -----------------------------------------
<S> <C> <C> <C>
ENGLISH US Letter English English, French, German, Italian, Spanish
FRENCH A4 French Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
GERMAN A4 German Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
ITALIAN A4 Italian Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
SPANISH A4 Spanish Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
BRAZILIAN A4 Brazilian Danish, Dutch, English, Finnish, French,
PORTUGUESE Portuguese German, Italian, Norwegian, Portuguese,
Spanish, Swedish
</TABLE>
TEXTBRIDGE PRO 98 FOR USE WITH MICROSOFT WINDOWS(R) 95 AND NT
<TABLE>
<CAPTION>
PAGE SIZE
VERSION DEFAULT INTERFACE RECOGNIZED LANGUAGES
---------- --------- --------- -----------------------------------------
<S> <C> <C> <C>
ENGLISH US Letter English English, French, German, Italian, Spanish
ENGLISH UK A4 English Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
FRENCH A4 French Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
GERMAN A4 German Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
ITALIAN A4 Italian Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
SPANISH A4 Spanish Danish, Dutch, English, Finnish, French,
German, Italian, Norwegian, Portuguese,
Spanish, Swedish
BRAZILIAN A4 Brazilian Danish, Dutch, English, Finnish, French,
PORTUGUESE Portuguese German, Italian, Norwegian, Portuguese,
Spanish, Swedish
</TABLE>
1.1.6. Installer
<PAGE> 16
The autorun that automatically runs once the CD is placed in the user's
machine will launch a setup.exe (also found at the root level: see CD
Structure below). This executable will check the system for which
operating system is installed (either Win 3.x or Win 95/NT). This `os
checker' will have to be written in 16-bit code so that it can be
launched on a Win 3.x system. Once it determines which operating system
is installed it will in turn launch the corresponding setup from either
the TextBridge 3.0 directory or the TextBridge Pro 98 directory (found
at the root of the CD). This os checker has been written and used on the
TextBridge Classic hybrid CD.
TextBridge Pro 98 Issues
- The normal electronic registration will be used for TextBridge Pro 98
as is currently employed for the product. This includes all localized
versions.
- Language selector - US English and Brazilian Portuguese must be added
to the selector which is launched in the TB Pro 98 setup.
- Billboard 3 during file installation must be removed. (see below)
[GRAPHIC]
- The dialog in English and all localized versions of TextBridge Pro 98
that provides ScanSoft's toll free support number should be removed
as ODP will be supporting the product. (see below)
- The Release Notes must be checked and updated to correspond with all
changes to TextBridge Pro 98. (see Appendix B)
- Since ODP will be the support for this product all phone numbers
must be changed to ODP's corresponding phone listings. (see appendix
A)
<PAGE> 17
1.1.6.1.1. CD STRUCTURE
Autorun
OS_DETECTOR
- Win16 folder
Structure of TB 3.0 Cd with application then Doc folder
- Win32 folder
Language selector with the directories for each language
<PAGE> 18
Appendix A ODP Support Phone Numbers
TEXT BRIDGE PRO SUPPORT REQUIREMENTS
Monica Kraft
2/18/98
The following table lists the contact telephone numbers for Customer Support
within each TextBridge Pro Language.
Please provide a statement on the user interface in the appropriate location
with this information.
<TABLE>
<CAPTION>
Language Xerox Support Telephone Number
- ------------------ ------------------------------------------
<S> <C>
English US: 800-821-2797
UK/IRE: 01908 692 444
Canada: 800-939-3769
German
Berlin ++49 30 / 78788 - 222
Bochum ++49 2327 / 941 - 441
Dusseldorf ++49 211 / 990 - 2555
Hamburg ++49 40 / 85360 - 444
Munchen ++49 89 / 99644 - 122
Neu Isenburg ++49 6102 / 734 - 123
Stuttgart ++49 711 / 7254 - 111
French Canada: 800-939-3769
France: "Contact Your local Xerox Support"
Italian "Contact Your local Xerox Support"
Spanish "Contact Your local Xerox Support"
Brazilian
Portuguese "Contact Your local Xerox Support"
</TABLE>
Note:
These numbers will only exist in the help files of TB Pro 98.
<PAGE> 19
Appendix B Current TB Pro 98 English US Release Notes
[TEXTBRIDGE(R) PRO 98 LOGO]
RELEASE NOTES FOR VERSION 1.0
Copyright (C) 1995-1997 ScanSoft, Inc., a Xerox Company
Portions of this product copyright (C) 1990-1997 Pixel Translations, Inc.
Portions of this product copyright (C) 1993-1997 Mastersoft Corp.
Please read this document for up-to-date information about ScanSoft's TEXTBRIDGE
PRO 98, VERSION 1.0 for Windows 95 and Windows NT operating systems. These
release notes discuss the following topics:
- - What's New in TextBridge Pro 98
- - Registration Information
- - Installation Instructions
- - If You Have Other Versions of Textbridge
- - Supported Scanners
- - Scanner Notes
- - Application Notes
- - Integration with Pagis Pro 97
WHAT'S NEW IN TEXTBRIDGE PRO 98
- - IMPROVED OCR ACCURACY - Dramatically saves time retyping.
- - INCREASED DOCUMENT RECOGNITION CAPABILITIES - Easily and accurately
recognize complex document components such as tables, line art, drop caps,
insets, reverse text.
- - ENHANCED PROOFREADING CAPABILITIES - Proofread and edit document text
directly from within TextBridge Pro 98 for even more accurate output
results.
- - INSTRUCTIONAL OCR WIZARD - Assists you by stepping you through the OCR
process.
- - ADVANCED ZONE EDITING - Create, reshape, resize and renumber zones. Use
highlighter pens to edit or adjust OCR components such as text, pictures,
and tables enabling even greater control over the desired results.
- - SUPPORT FOR ADOBE ACROBAT PDF FORMAT - With TextBridge Pro 98 you can now
save the OCR results into PDF format.
- - BETTER RECOGNITION OF TABLES - Easily convert tables into spreadsheets as
well as word processing documents.
<PAGE> 20
REGISTRATION INFORMATION
Xerox provides unlimited, toll-free customer support to registered users of
TextBridge Pro. When you register, you are provided with a toll-free number to
call for support questions.
There are 4 easy ways to register:
- - INTERNET - Go to the TextBridge web site at WWW.TEXTBRIDGE.COM. Select
TextBridge Pro98, go to Customer Support and select Product Registration.
You will receive the toll-free number by return e-mail.
- - MODEM - Fill out the registration form during software installation. Click
on "TextBridge Pro98 Electronic Registration" in the TextBridge Pro98 Master
Setup window to bring up the TextBridge Product Registration form. Follow
the instructions to send your registration by modem. A dialog box appears
with the toll-free number. Be sure to write it down.
- - FAX - Fill out the registration form during software installation. Click on
"TextBridge Pro98 Electronic Registration" in the TextBridge Pro98 Master
Setup window to bring up the TextBridge Product Registration form. When you
print the registration form, a dialog box appears with the toll-free number.
Be sure to write it down. Then FAX your registration to 888-979-7662 or
978-531-0675.
- - U.S. MAIL - Return the postage-paid Registration Card included with
TextBridge Pro98. You will receive a postcard with the toll-free number.
INSTALLATION INSTRUCTIONS
Before you install or uninstall TextBridge Pro 98, exit from any open
applications so that only Windows is running. There should be no applications
listed in the task bar and no floating toolbars. For example, the Corel DAD and
Office shortcut bar should not be running. (CTRL+ALT+DELETE to display Task List
and 'End Task' on all applications except Explorer.)
TextBridge uses autorun for installation.
If autorun does not work on your system, use the following procedure to install
this version:
1. Put CD in CD-ROM drive (D: or the letter assigned to your CD-ROM).
2. From the Start menu, select Run.
3. Type d:\autorun.exe
4. Follow the on-screen instructions.
During installation, you select a type of installation. If you select Typical,
TextBridge will install the English, French, German, Italian, and Spanish
language packs. If you do not wish to install all five language packs, you must
select Custom.
IF YOU HAVE OTHER VERSIONS OF TEXTBRIDGE
TextBridge Pro 98 is designed to be self-contained. Thus, if you have another
version of TextBridge installed on your PC, you do not need to uninstall it
before installing TextBridge Pro Pro 98.
Note: You cannot run both versions of TextBridge simultaneously.
APPLICATION NOTES
This section discusses a number of points relating to using features in
TextBridge and Instant Access.
- - The TEXTBRIDGE USER'S GUIDE is available in PDF format from the TextBridge
CD-ROM in the Tb98_Doc directory. You can read documents in PDF files in the
Adobe Acrobat Reader. A Readme file describes installing the Acrobat Reader
in the Tb98_Doc directory and using the Acrobat Reader to read or print the
TextBridge User's Guide. Another Readme file describes the Acrobat Reader.
<PAGE> 21
- - QUATTRO PRO is not supported by Instant Access OCR.
- - NETSCAPE NAVIGATOR 3.0 GOLD is not supported by Instant Access OCR.
- - WORDPRO 97 with Instant Access OCR imports ASCII text. To retain font and
paragraph style information, use TextBridge as a standalone application.
- - LOTUS 1-2-3 SMARTSUITE 97 with Instant Access OCR works best if you use the
Paste Special command in the Edit menu and select 1-2-3 format.
- - With earlier versions of LOTUS 1-2-3, use TextBridge as a standalone
application for the best results. Save your results in the format for Lotus
1-2-3, and open the file in your Lotus 1-2-3 application.
- - PAGE COLLATION is not automatically supported for PDF. To process
double-sided pages and output to PDF, select Process (7)Scan Only, then
select Auto Process. After the front sides of the pages are scanned, select
Other Side from the Add Pages to Scanner dialog box. This will create a TIFF
file with all pages collated in the correct order. Once the pages are all
scanned, select Process (7)Image File, then select Auto Process or Get Page
to process the image file you created.
- - While TextBridge is processing, if you click on any menu item, TextBridge
processing will pause until the drop down menu is closed.
INTEGRATION WITH PAGIS
Pagis includes an earlier version of TextBridge. If you already have Pagis
installed on your PC, installing TextBridge Pro 98 will update Pagis to use
TextBridge Pro 98. Pagis is updated as follows:
- - INDEXING - Pagis will use TextBridge Pro 98 for indexing when pages are
scanned.
- - SEND TO BAR - TextBridge Pro 98 is added to the Pagis Send To bar. The
earlier version of TextBridge is not automatically removed. To remove that
previous version of TextBridge, open the Send To folder in your Windows
folder and delete that TextBridge shortcut.
- - IMAGE FILE CONTEXT MENU - TextBridge Pro 98 is added to the Send To options
when you right-click on an image file icon.
- - DRAG AND DROP IMAGE FILES - When you drag an image file to a Pagis
registered text application, TextBridge Pro 98 will be used to convert the
image to text.
- - PAGIS START MENU - TextBridge Pro 98 is NOT automatically added to the Pagis
group in the Windows Start menu. To add TextBridge Pro 98, in your Windows
folder copy the shortcut to TextBridge Pro 98 from the Start Menu (7)
Programs (7) TextBridge Pro 98 folder to the Start Menu (7) Programs (7)
Pagis Pro 97 folder.
If you uninstall TextBridge Pro 98, Pagis will revert to using the bundled
TextBridge.
The first time you drag and drop a TIF or XIF file onto the WORDPERFECT 8.0
entry in the Pagis SendTo bar, the file will not be recognized. Simply repeat
the drag and drop process, and recognition will proceed as usual for this file
and for any subsequent files. In other words, this only happens once during the
first drag and drop activity.
SUPPORTED SCANNERS
<PAGE> 22
TextBridge Pro supports scanners that are controlled by ISIS and TWAIN scanner
drivers. For the most current list of all supported scanners by model number and
platform, please visit our web site at WWW.TEXTBRIDGE.COM.
TWAIN SOURCE DRIVERS (.DS FILES) MUST BE PROVIDED BY THE SCANNER MANUFACTURER.
When these are installed on your PC, they are located in Windows\TWAIN or
TWAIN_32. TextBridge Pro provides a TWAIN interface that communicates with these
TWAIN source drivers, supporting any fully TWAIN-compliant scanner or other
input device that can supply a binary (black and white) image in a supported
resolution (72 to 900 dots per inch).
SCANNER NOTES
This section discusses a number of points relating to using scanners with
TextBridge Pro.
- - For most OCR jobs, scanning should be done at 300 DPI for best results. For
documents with type smaller than 8 point, scanning at 400 dpi may provide
improved recognition.
- - TEXTBRIDGE SCANNER SETUP allows you to use the native TWAIN INTERFACE or the
TextBridge user interface. This option works well with some TWAIN drivers,
such as MICROTEK and EPSON. However, some scanners may not work with the
TextBridge user interface as well as with the native TWAIN interface. For
example, MUSTEK, ARTEC, and CANON will not perform correctly unless they use
their own native scanning settings dialogs. You can try each and decide
which works best for you.
- - Some TWAIN SOURCE DRIVERS, when activated, display their user interface
window behind TextBridge Pro's main window. To access the TWAIN interface,
you need to ALT+TAB to the TWAIN screen.
- - In order to select a TWAIN driver, you must know the name of the driver. The
NAME OF THE TWAIN DRIVER may not be the same as the name or model of the
scanner. Refer to your scanner documentation to find the driver name. (For
example, if you want to choose the HP SCANJET 4C TWAIN driver, it is not
listed with the other HP scanners. It is listed alphabetically under
DESKSCAN.)
- - If the wrong TWAIN DRIVER is selected, TextBridge may lockup while starting.
In the event that TextBridge locks up, run the scnsetup program in the
TextBridge Bin folder. Select the appropriate scanner driver.
- - Although TextBridge supports scanning BUSINESS CARDS through the scanner
ADF, it is recommended that you use the scanner flatbed.
- - Many FLATBED SCANNERS do not have a platen large enough for a LEGAL PAGE.
These scanners will scan to their platen length if you select "Legal" page
size. To scan legal size pages on scanners whose platen's are smaller than
legal page size, you must use an ADF.
- - TWAIN drivers may allow you to select LEGAL PAGE size in the Page Type tab
of the Settings dialog box. However, if the ISIS ASPI SCANNER is selected,
the legal size may not be available.
- - If you are using an ISIS driver under NT 4.0, you need to make sure you have
an ASPI MANAGER loaded and running so you can communicate with your scanner.
To check if you have an ASPI manager running, check Control Panel->Devices
for an ASPI32 device that has a status of "Started" and Startup of
"Automatic." If you do not see this, you will need to get an ASPI manager
from one of the following sources:
a) Adaptec's EZ-SCSI 4.0 or higher CD
<PAGE> 23
b) If you own an Adaptec SCSI card, download the ASPI32.EXE from Adaptec's
website at: http://www.adaptec.com/support/BBS_EZSCSI.html#EZSCSI
Follow Adaptec's instructions for installing this device. Your system
administrator may have to perform these steps.
- - If you are using a SHEETFED scanner, the Automatic Document Feeder (ADF)
selection may be available. Make sure the ADF OPTION IS NOT SELECTED.
ACERSCAN
Use the 16-bit TWAIN driver and the native TWAIN interface with the ACERSCAN
300F.
AVISION
The AVISION AV360C TWAIN driver does not support scanning at 400 dpi or
higher.
CANON
If you receive a scanner failure message with the CANON IX-4015 scanner, try
removing the scanner driver \win95\pixtran\canon.pxw and reinstall
TextBridge.
EPSON
When you use the Scan Only command with an EPSON ES-1000C WITH ADF, if the
scanner jams, you do not get a message. The progress dialog box stays on
scanning. If you press CTRL+ALT+DELETE to bring up the Close Program dialog
box, you can see that Icrsrv32 is not responding. You must highlight
lcrsrv32 and press the End Task button and follow the same procedure for
TextBridge. Be sure to properly Shut Down your system and reboot your
computer, and also turn your scanner off and then on again to get the
scanner back.
This does not happen with the Epson ES-1200C.
HEWLETT-PACKARD
HP ACCUPAGE scanner drivers are not supported.
HP IIP AND IIC scanners will not work with certain host adapter/SCSI device
software combinations. For instance, with the AHA154x series adapters, you
need to be running the Adaptec version of AHA154x.mdp device driver (on the
Win95 CD ROM) because it will not work with the Microsoft version of
AHA154x.mdp that is installed by default when Win95 is installed on a
system. It is not known if there is an equivalent replacement for the
AHA294x.mdp driver. Check the Microsoft web page for device driver updates.
LOGITECH
The LOGITECH PAGESCAN incorporates the TextBridge OCR engine and also has
built-in page sensing technology. To use the PageScan scanner with
TextBridge Pro, and avoid conflicts with the PageScan software, you need to
operate in a particular sequence.
The key is to start up TextBridge Pro BEFORE putting a page in the scanner.
Otherwise, the page sensing feature will activate the PageScan software. If
you have not already set up the PageScan scanner as the TextBridge Pro
scanner, use the Select Scanner/Source command under the File menu. Select
TWAIN, then select PageScan in the TWAIN Select Source dialog.
From TextBridge Pro, click the Go button. This should display the Logitech
PageScan Color TWAIN interface should appear. From there, select Black Line
Drawing. (You can also go into the Advanced ... options to view or change
the scan resolution or scanner brightness settings.)
At this stage, you can put a page in the scanner and click the Scan Now
button. When you have finished scanning, TextBridge Pro recognizes the
document, and you can save the recognized text to the file format of choice.
<PAGE> 24
MICROTEK
MICROTEK E3 scanner platen is short of the needed 14 inches for a LEGAL PAGE
scan. If you use the TWAIN Scanwizard 2.3 (16 or 32 bit) and scan a legal
size page with the document feeder, the preview image in TextBridge cuts off
the bottom 3 inches of the page. If you select the ISIS ASPI scanner, the
legal size is not available.
MUSTEK
When using a MUSTEK scanner, use the Mustek TWAIN user interface. Do not
configure the scanner to use the TextBridge user interface.
STORM EASY PHOTO SMARTPAGE
When scanning multiple page documents, an extra warning dialog box is
displayed after the last page has been scanned. Ignore the message and click
OK. No information will be lost.
VISIONEER PAPERPORT
No scanner driver is required for VISIONEER PAPERPORT scanners. TextBridge
does not drive the scanner; Visioneer's Paperport Software does. In the
Select Scanner dialog box, select No Scanner. TextBridge provides an
automatic link to the word processor icons on the Paperport desktop.
To access TextBridge Pro98 from within the Paperport desktop:
1. Go to the Link Preferences command in the Edit menu.
2. Select your word processor's icon.
3. Click on the OCR Application down arrow.
4. Choose TextBridge OCR.
5. Click on OCR Settings.
6. Select a page type and any other options you want to use.
7. Click on OK to save changes.
When you are done with settings, scan a document in PaperPort, as you
normally would. Then, drag it to your word processor icon, and TextBridge
Pro recognition will automatically be launched. When OCR is complete, the
recognized document is automatically opened in your word processor.
Please refer to the PaperPort User's Guide for complete information.
NOTE: The link between the TextBridge and the Visioneer Paperport software
will only work with Visioneer Paperport Version 4.0 or later.
ISIS DRIVERS
TextBridge Pro provides the following ISIS DRIVERS from Pixel Translations as a
standard part of the software.
WINDOWS 95 ISIS DRIVERS
Abaton 300S (no ADF)=ABATON2 Version 1.21
Abaton 300S (with ADF)=ABATON Version 1.21
Abaton Color (no ADF)=ABATON2 Version 1.21
Abaton Color (with ADF)=ABATON Version 1.21
Abaton GS (no ADF)=ABATON2 Version 1.21
Abaton GS (with ADF)=ABATON Version 1.21
Abaton Transcribe (no ADF)=ABATON2 Version 1.21
Abaton Transcribe (with ADF)=ABATON Version 1.21
Agfa Arcus Plus w/Adaptec=AGFA Version 1.29
Agfa Arcus w/Adaptec=AGFA Version 1.29
Agfa StudioScan II w/ASPI=AGFAASPI Version 1.35
Agfa StudioScan II w/PCZ SCSI=AGFAPCZ Version 1.35
<PAGE> 25
Agfa StudioScan II w/PNR SCSI=AGFAPNR Version 1.35
Agfa StudioScan w/ASPI=AGFAASPI Version 1.35
Agfa StudioScan w/PCZ SCSI=AGFAPCZ Version 1.35
Agfa StudioScan w/PNR SCSI=AGFAPNR Version 1.35
Agfa StudioStar w/ASPI=AGFAASPI Version 1.35
Apple Color One 1200/30=APPLEONE Version 1.31
Apple Color One 600/27=APPLEONE Version 1.31
Apple OneScanner=APPLE Version 1.8
AVision Scanner Series=AVISION
AVR scanner=AVR2 Version 1.30
Canofile 510=CANOFILE Version 1.9
Canofile 520=CANOFILE Version 1.9
Canon CanoScan 300 w/ASPI=CANON Version 1.32
Canon CanoScan 600 w/ASPI=CANON Version 1.32
Canon GP55F (w/Fax Board) w/SCSI=GP55 Version 1.3
Canon IX-12 Feeder=CAIX12FD Version 1.20
Canon IX-12 Flatbed (Adf Optional)=CAIX12FT Version 1.20
Canon IX-12=CAIX12 Version 1.20
Canon IX-12F=CAIX12 Version 1.20
Canon IX-3010 w/ASPI=CANON Version 1.32
Canon IX-3010 w/SI4=CANONSI Version 1.32
Canon IX-30F=CAIX30 Version 1.8
Canon IX-4015 w/ASPI=CANON Version 1.32
Canon IX-4015 w/SI4=CANONSI Version 1.32
Canon IX-4025 w/ASPI=CANON Version 1.32
Chinon DS-3000=CHINON Version 0.2
Complete PC Scanner (no detect)=CPCF Version 1.2
Complete PC Scanner=CPC Version 1.2
Envision 24 Pro=ENVISION Version 1.32
ENVISION 6600S w/ASPI=VISTASPI Version 1.29
ENVISION 6600S w/UMAX UDS-11=VISTA Version 1.29
ENVISION 8800S w/ASPI=VISTASPI Version 1.29
ENVISION 8800S w/UMAX UDS-11=VISTA Version 1.29
ENVISION Dynamic Pro 3.0 w/ASPI=VISTASPI Version 1.29
ENVISION Dynamic Pro 3.0 w/UMAX UDS-11=VISTA Version 1.29
Envision ENV 6100=ENVISION Version 1.32
Envision ENV 8100=ENVISION Version 1.32
Epson ES-1000C=EPSON Version 1.68
Epson ES-1200C=EPSON Version 1.68
Epson ES-1400C=EPSON Version 1.68
Epson ES-300C=EPSON Version 1.68
Epson ES-300GS=EPSON Version 1.68
Epson ES-600C=EPSON Version 1.68
Epson ES-800C=EPSON Version 1.68
Epson Expression 636=EPSON Version 1.68
Epson GT-4000=EPSON Version 1.68
Epson GT-6000=EPSON Version 1.68
Epson GT-6500=EPSON Version 1.68
Epson GT-8000=EPSON Version 1.68
Epson GT-8500=EPSON Version 1.68
Epson GT-9000=EPSON Version 1.68
Epson GT-9500=EPSON Version 1.68
Epson Scanner (Generic Model)=EPSON Version 1.68
Fujitsu M3093DG=FUJIGINE Version 1.141
Fujitsu M3093GX=FUJIGINE Version 1.141
Fujitsu M3096G=FUJIGINE Version 1.141
Fujitsu M3096GX=FUJIGINE Version 1.141
Fujitsu M3097G=FUJIGINE Version 1.141
<PAGE> 26
Fujitsu ScanPartner 10=FJSP Version 1.141
Fujitsu ScanPartner 10C=FJSP Version 1.141
Fujitsu ScanPartner 600C=FJSP Version 1.141
Fujitsu ScanPartner E.O.=FUJIGIN3 Version 1.141
Fujitsu ScanPartner Jr.=FJSP Version 1.141
Howtek Personal Color Scanner=HOWTEK Version 1.10
HP Scanjet 3c=SCANJET Version 1.40
HP Scanjet 4c=SCANJET Version 1.40
HP Scanjet 4p=SCANJET Version 1.40
HP Scanjet 5p=SCANJET Version 1.40
HP Scanjet IIc=SCANJET Version 1.40
HP Scanjet IIcx=SCANJET Version 1.40
HP Scanjet IIIp=SCANJET Version 1.40
HP Scanjet IIp=SCANJET Version 1.40
HP Scanjet Plus=SCANJET Version 1.40
HP Scanjet=SCANJET Version 1.40
IBM PageScanner, Adapter 3119/A=IBM_3119 Version 1.24
LeoScan Scanner=LEOSCAN Version 1.01
Microtek MS-II w/Page Detect=MSII Version 1.44
Microtek ScanMaker E3 w/ASPI=MKTKASPI Version 1.35
Microtek ScanMaker E3 w/Microtek PCZ SCSI=MKTKPZ Version 1.35
Microtek ScanMaker E3 w/Microtek PNR SCSI=MKTKPNR Version 1.35
Microtek ScanMaker E6 w/ASPI=MKTKASPI Version 1.35
Microtek ScanMaker E6 w/Microtek PCZ SCSI=MKTKPZ Version 1.35
Microtek ScanMaker E6 w/Microtek PNR SCSI=MKTKPNR Version 1.35
Microtek ScanMaker II=SCNMKRII Version 1.53
Microtek ScanMaker IIhr w/ASPI=MKTKASPI Version 1.35
Microtek ScanMaker IIhr w/Microtek PCZ SCSI=MKTKPZ Version 1.35
Microtek ScanMaker IIhr w/Microtek PNR SCSI=MKTKPNR Version 1.35
Microtek ScanMaker III w/ASPI=MKTKASPI Version 1.35
Microtek ScanMaker III w/Microtek PCZ SCSI=MKTKPZ Version 1.35
Microtek ScanMaker III w/Microtek PNR SCSI=MKTKPNR Version 1.35
Microtek Scanner=MKTK_AT Version 1.47
Nikon SCANTOUCH Scanner=NIKON Version 1.9
Okidata DOC-IT 3000=DOCIT Version 1.30
Okidata DOC-IT 4000=DOCIT Version 1.30
Panasonic FX-RS 505, 506, and 307=PANA Version 1.3
Panasonic KV-SS25 w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS50 w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS50EX w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS55 w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS55EX w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS60EX w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS60N w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS65EX w/SCSI=PANASCSI Version 1.47
Panasonic KV-SS65N w/SCSI=PANASCSI Version 1.47
Pentax IQ Scan (HP Emulation)=PENT Version 1.44
Photron w/ASPI=PHOTRON Version 1.10
Ricoh FS-2=RICOHFS2 Version 1.107
Ricoh IS-410 and IBM 2456 w/WINASPI=RICOH41W Version 1.105
Ricoh IS-410 and IBM 2456=RICOH410 Version 1.105
Ricoh IS-420=RICOH420 Version 1.133
Ricoh IS-430=RICOH420 Version 1.133
Ricoh IS-50=RICOH560 Version 1.107
Ricoh IS-510 and IS-520=RICOH520 Version 1.109
Ricoh IS-60=RICOH560 Version 1.107
Ricoh RS-2200=RS2200 Version 1.107
SAPHIR w/ASPI=VISTASPI Version 1.29
SAPHIR w/UMAX UDS-11=VISTA Version 1.29
<PAGE> 27
Sharp SCSI JX-300, JX-320, JX-325, JX-450, JX-610=SHRPSCSI Version 1.11
UMax Generic Scanner w/GSII-PC Card=UMAXGSII Version 1.29
UMax OA-I w/GSII-PC Card=UMAXGSII Version 1.29
UMAX Powerlook w/ASPI=VISTASPI Version 1.29
UMAX Powerlook w/UMAX UDS-11=VISTA Version 1.29
UMax UC1200S w/GSII-PC Card=UMAXGSII Version 1.29
UMax UC1200SE w/GSII-PC Card=UMAXGSII Version 1.29
UMax UC1260 w/GSII-PC Card=UMAXGSII Version 1.29
UMax UC300 w/GSII-PC Card=UMAXGSII Version 1.29
UMax UC630 w/GSII-PC Card=UMAXGSII Version 1.29
UMax UC840 w/GSII-PC Card=UMAXGSII Version 1.29
UMax UG630 w/GSII-PC Card=UMAXGSII Version 1.29
UMax UG80 w/GSII-PC Card=UMAXGSII Version 1.29
UMAX VISTA S-6 w/ASPI=VISTASPI Version 1.29
UMAX VISTA S-6 w/UMAX UDS-11=VISTA Version 1.29
UMAX VISTA S-8 w/ASPI=VISTASPI Version 1.29
UMAX VISTA S-8 w/UMAX UDS-11=VISTA Version 1.29
UMAX VISTA T-6 w/ASPI=VISTASPI Version 1.29
UMAX VISTA T-6 w/UMAX UDS-11=VISTA Version 1.29
Xerox 3002=X3002 Version 1.6
Xerox DocuImage 620S=DOCU620S Version 1.43
Windows NT ISIS Drivers
Apple Color One 1200/30=APPLEONE Version 1.30
Apple Color One 600/27=APPLEONE Version 1.30
Canon DR-3020=CANON_DR Version 1.19
Canon IX-3010 w/ASPI=CANON Version 1.31
Canon IX-4015 w/ASPI=CANON Version 1.31
Canon IX-4025 w/ASPI=CANON Version 1.31
Epson ES-1000C=EPSON Version 1.68
Epson ES-1200C=EPSON Version 1.68
Epson ES-1400C=EPSON Version 1.68
Epson ES-300C=EPSON Version 1.68
Epson ES-300GS=EPSON Version 1.68
Epson ES-600C=EPSON Version 1.68
Epson ES-800C=EPSON Version 1.68
Epson Expression 636=EPSON Version 1.68
Epson GT-4000=EPSON Version 1.68
Epson GT-6000=EPSON Version 1.68
Epson GT-6500=EPSON Version 1.68
Epson GT-8000=EPSON Version 1.68
Epson GT-8500=EPSON Version 1.68
Epson GT-9000=EPSON Version 1.68
Epson GT-9500=EPSON Version 1.68
Epson Scanner (Generic Model)=EPSON Version 1.68
Fujitsu M3093GX=FUJIGINE Version 1.130
Fujitsu M3096G=FUJIGINE Version 1.130
Fujitsu M3096GX=FUJIGINE Version 1.130
Fujitsu M3097G=FUJIGINE Version 1.130
Fujitsu M3192B=FUJIGIN3 Version 1.130
Fujitsu ScanPartner 10=FJSP Version 1.130
Fujitsu ScanPartner 10C=FJSP Version 1.130
Fujitsu ScanPartner 600C=FJSP Version 1.130
Fujitsu ScanPartner E.O.=FUJIGIN3 Version 1.130
Fujitsu ScanPartner Jr.=FJSP Version 1.130
HP Scanjet 3c=SCANJET Version 1.40
HP Scanjet 4c=SCANJET Version 1.40
HP Scanjet 4p=SCANJET Version 1.40
<PAGE> 28
HP Scanjet 5p=SCANJET Version 1.40
HP Scanjet IIc=SCANJET Version 1.40
HP Scanjet IIcx=SCANJET Version 1.40
HP Scanjet IIIp=SCANJET Version 1.40
HP Scanjet IIp=SCANJET Version 1.40
HP Scanjet Plus=SCANJET Version 1.40
HP Scanjet=SCANJET Version 1.40
Nikon SCANTOUCH Scanner=NIKON Version 1.12
Panasonic KV-SS25 w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS50 w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS50EX w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS55 w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS55EX w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS60EX w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS60N w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS65EX w/SCSI=PANASCSI Version 1.42
Panasonic KV-SS65N w/SCSI=PANASCSI Version 1.42
Ricoh FS-2=RICOHFS2 Version 1.106
Ricoh IS-410 and IBM 2456=RICOH410 Version 1.58
Ricoh IS-420=RICOH420 Version 1.128
Ricoh IS-430=RICOH420 Version 1.128
Ricoh IS-50=RICOH560 Version 1.106
Ricoh IS-510 and IS-520=RICOH520 Version 1.109
Ricoh IS-60=RICOH560 Version 1.106
Ricoh RS-2200=RS2200 Version 1.107
