{"id":42094,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/authorized-distributor-agreement-dragon-systems-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"authorized-distributor-agreement-dragon-systems-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/authorized-distributor-agreement-dragon-systems-inc-and.html","title":{"rendered":"Authorized Distributor Agreement &#8211; Dragon Systems Inc. and Multimicro Inc."},"content":{"rendered":"<pre>\n                        AUTHORIZED DISTRIBUTOR AGREEMENT\n\n\n\n                   THIS AGREEMENT is made Multimicro inc, 1998\n\n\n\n                                    between:\n\n                          DRAGON SYSTEMS, INCORPORATED\n                                320 NEVADA STREET\n                           NEWTON, MASSACHUSETTS 02160\n                                       USA\n\n                             (hereinafter 'DRAGON')\n\n                                       AND\n\n                                MULITMICRO, INC.\n                            9393 LOUIS H. LAFONTAINE\n                                  VILLE D'ANJOU\n                                     QUEBEC\n                                     CANADA\n                                     H1J 1Y8\n\n                                FAX: 514-354-2299\n\n                           (hereinafter 'DISTRIBUTOR')\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n                               LIST OF APPENDICES\n\n\n\nAppendix A:       Products\nAppendix B:       Territories\nAppendix C:       Quotas\/Prices\nappendix D:       Trademark Guidelines\nAppendix E:       List of Distributors in Territories\nAppendix F:       License Agreement\n\n\n\n                                      -2-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n1.       DECLARATIONS.\n\nWhereas DRAGON develops, manufactures and\/or distributes certain products shown\nin Appendix A and which may be changed from time to time, ('PRODUCTS'); and\n\nWHEREAS DISTRIBUTOR, distributes, markets, and sells items used in the computer\nand software field, and\n\nWHEREAS RESELLER, markets and sells items used in the computer and software\nfield to end users, and includes\n\nWHEREAS the PARTIES intend to enter into an agreement pursuant to which\nDISTRIBUTOR will solicit orders from RESELLERS for the purchase of the PRODUCTS\nin the areas ('TERRITORIES') specified in Appendix B;\n\nNOW, THEREFORE the PARTIES hereto agree as follows:\n\n2.       APPOINTMENT AND DUTIES.\n\n2.1      APPOINTMENT OF DISTRIBUTOR\n\nDRAGON hereby appoints and grants to DISTRIBUTOR the non-exclusive right to sell\nthe PRODUCTS provided by DRAGON within TERRITORIES.\n\n(a)      If the DISTRIBUTOR does not meet an assigned quarterly quota as defined\n         in Appendix C this AGREEMENT is terminated immediately, unless DRAGON\n         extends AGREEMENT in writing.\n\n(b)      DRAGON retains the right to negotiate and transact directly with all\n         customers within the territory.\n\n2.2      DUTIES OF DISTRIBUTOR\n\nDISTRIBUTOR agrees that it shall use reasonable efforts to promote the sale and\ndistribution of the PRODUCTS, including, but not limited to:\n\n(a)      Ensuring that its staff is appropriately trained by DRAGON or its\n         designee as needed;\n\n(b)      Following-up any and all leads of prospective buyers furnished to\n         DISTRIBUTOR by DRAGON in a timely and efficient manner\n\n(c)      Participating in promotions and selling programs sponsored by DRAGON;\n\n(d)      Complying with all reasonable standards of DRAGON for displaying,\n         advertising, demonstrating, and explaining the operation and use of the\n         PRODUCTS to RESELLERS and prospective RESELLERS;\n\n\n\n\n\n\n                                      -3-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n(e)      Using its best efforts to resolve any customer satisfaction issues that\n         may arise from the use of DRAGON's PRODUCTS;\n\n(f)      Submitting to DRAGON financial data on a yearly basis. Public companies\n         should also include annual report with such financial data.\n\n(g)      Advising DRAGON immediately of any legal notices served on DISTRIBUTOR\n         or filed by DISTRIBUTOR which might affect DRAGON or the market\n         prospects of the PRODUCTS;\n\n(h)      Supplying DRAGON with monthly sell through data including reseller\n         name, address, street, zip, country and telephone number along with\n         number of units of Dragon Products sold by SKU and version. This is a\n         condition precedent to DRAGON giving any Marketing Development Funds to\n         DISTRIBUTOR.\n\n(i)      Ensuring that RESELLERS of the Dragon NaturallySpeaking Deluxe and\n         other high-end DRAGON Products receive a Certification Number from\n         Dragon before selling such Product.\n\n(j)      Making available to RESELLERS designated new products as they become\n         available from DRAGON\n\nDISTRIBUTOR understands that failure to satisfactorily perform the above duties\nwill provide grounds for termination of this Agreement.\n\n2.3      DUTIES OF DRAGON.\n\nDRAGON shall provide to DISTRIBUTOR:\n\n(a)      training of DISTRIBUTOR's salespeople and technical support people in\n         the important characteristics, benefits, markets, competition, and\n         operation of PRODUCTS; the frequency, duration, location, subject\n         matter, and cost of training shall be provided as appropriate in the\n         judgment of DRAGON. DRAGON will not pay a fee associated with training\n         of DISTRIBUTOR staff.\n\n(b)      when available, reasonable quantities, at a reasonable cost, and in a\n         timely manner, of information, descriptive materials, demonstration\n         programs, and manuals on the sale, and support of PRODUCTS;\n\n(c)      (3) three copies of PRODUCT at no charge for internal use only by\n         DISTRIBUTOR;\n\n(d)      reasonable access to DRAGON's pre-sale and post-sale technical\n         assistance information sources as needed by DISTRIBUTOR with regard to\n         the application and uses of the PRODUCTS;\n\n(e)      according to DRAGON's then-current DISTRIBUTOR lead distribution\n         policy, timely sales leads of prospective buyers who have responded to\n         DRAGON's advertising or public relations efforts;\n\n(f)      inclusion of DISTRIBUTOR's name and contact information in DRAGON's\n         home page information on the World Wide Web.\n\n                                      -4-\n\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n\n(g)      whenever possible thirty (30) days advanced notice of expected changes\n         in DRAGON policy, products or DISTRIBUTOR promotions including new\n         versions, new pricing, special DISTRIBUTOR promotions, etc.\n\n(h)      notification of any new Distributors in the Territories in addition to\n         those listed on Appendix E\n\nNotwithstanding anything to the contrary contained herein, DRAGON shall have no\nobligation to provide servicing, repairs, counseling or other assistance to any\ncustomers of DISTRIBUTOR unless DRAGON has made agreements with any such\ncustomer directly.\n\n3.       PRICING &amp; TERMS.\n\nPRICE FROM DRAGON TO DISTRIBUTOR. For each item or type of PRODUCTS ordered by\nDISTRIBUTOR from DRAGON during the term of this Agreement, DISTRIBUTOR shall pay\nto DRAGON the Distribution price listed on Appendix C.\n\nDISCOUNT. DRAGON will give DISTRIBUTOR a discount on the Product price in the\nevent the quarterly sales goals on Appendix C are met.\n\nPRICE CHANGES. DRAGON retains the right to change the product and pricing\nschedules, set forth in Appendices A and C. Whenever possible DRAGON will give\nDISTRIBUTOR 30 days prior notice.\n\nTERMS AND CONDITIONS OF SALES. Costs of duties, customs, and taxes shall be the\nexclusive responsibility of the DISTRIBUTOR. Cost of ground freight will be the\nresponsibility of DRAGON.\n\nPAYMENT TERMS\nDRAGON grants DISTRIBUTOR the option of the following payment terms: Net 60\ndays, with a [**] at the time of shipping or [**] of receipt of Product and\ninvoice. For purposes of determining discount, payment is deemed made on the day\nreceived by DRAGON.\n\n4. SALES REQUIREMENTS.\n\nSALES WITHIN TERRITORIES. This Agreement only provides authorization for\nDISTRIBUTOR to resell DRAGON's products through its own sales and marketing\nefforts within the TERRITORIES, and\/or through its facilities located within the\nTERRITORIES as specified in Appendix B. Sales of DRAGON's product through other\nfacilities or through selling\/marketing programs outside of the TERRITORIES,\nwithout express written permission from DRAGON, is grounds for termination of\nthis Agreement by DRAGON.\n\n\n\n                                      -5-\n\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n5.       APPOINTMENT OF RESELLERS BY DISTRIBUTOR\n\nDISTRIBUTOR is authorized to appoint third parties ('RESELLERS') to assist in\nthe sales of DRAGON's products, and fulfillment of DISTRIBUTOR's duties as\ndefined above, provided that:\n\n(a)      DISTRIBUTOR uses its good faith efforts to appoint RESELLERS whose\n         ethics, business practices, and professionalism are consistent with\n         DRAGON's.\n\n(b)      Such DEALERS are located solely within the TERRITORIES specified in\n         Appendix B and will be bound by the same restrictions as above.\n\n(c)      DISTRIBUTOR is only authorized to sell to RESELLERS. DISTRIBUTOR is NOT\n         authorized to sell any of DRAGON's products directly to end-users.\n\nd)       All orders for PRODUCTS supplied to RESELLERS must be placed to DRAGON\n         through DISTRIBUTOR and DISTRIBUTOR shall retain any and all financial\n         responsibilities for such purchases.\n\n(e)      DISTRIBUTOR will remain responsible for meeting its duties as defined\n         above with respect to any users of RESELLERS\n\n6.       ADVERTISING AND MARKET DEVELOPMENT PROGRAM\n\nDRAGON grants DISTRIBUTOR a cooperative advertising allowance of [**] of Product\ninvoice amount for such advertising featuring Product and\/or DRAGON. DISTRIBUTOR\nshall submit advertising to DRAGON for review and approval prior to any initial\nrelease. Upon receipt of evidence of Authorized Distributor Agreement such\nadvertising expenditures, DRAGON agrees to credit the amount thereof against\nfuture DISTRIBUTOR purchases.\n\nDRAGON will provide an [**] for Marketing Development Funds which will be used\nfor marketing activities specific to DRAGON products. DISTRIBUTOR and DRAGON\nwill reach prior agreement on how these funds are to be used. These funds are\nsubject to completion of reports required of DISTRIBUTOR pursuant to section\n2.2(h) herein.\n\nWhether or not DISTRIBUTOR uses or qualifies for DRAGON's Market Development\nFunds, DISTRIBUTOR agrees to use a DRAGON-approved logo or mark on any of\nDISTRIBUTOR's advertising or marketing communications that feature DRAGON's\nproducts, but only according to the provisions in paragraph 7 below, and\naccording to DRAGON's guidelines, which are attached hereto as Appendix D.\n\nIt is understood that the co-op allowance, the marketing development funds and\nthe discount for meeting the quarterly sales targets are net of all price\nprotections, rebates, and returns.\n\n\n\n                                      -6-\n :  PAGE&gt;   7\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n7.       REPRESENTATIONS BY DISTRIBUTOR.\n\nUnder this Agreement, DISTRIBUTOR may represent that it is an authorized\nDISTRIBUTOR of DRAGON's products in the TERRITORIES.\n\nDISTRIBUTOR agrees not to in any way misrepresent, or in any way cause to be\nambiguous (especially with respect to prospective customers, journalists, or\nmarket analysts, etc.) about DISTRIBUTOR's relationship with DRAGON,\nDISTRIBUTOR's duties as specified in this Agreement, the features of DRAGON's\nproducts including any technical specifications, expected benefits of use, and\nthe origin of DRAGON's products. In particular, DISTRIBUTOR shall not represent\nitself as an exclusive agent or exclusive distributor of DRAGON's products. The\nDISTRIBUTOR shall not represent itself as the developer or manufacturer of\nDRAGON's products, or as DRAGON itself.\n\n8.       STOCK ROTATION AND RETURNS\n\nDISTRIBUTOR shall be allowed to return Product for [**] after purchase of\nProduct. The Product being returned as overstock will have return ground\nshipping paid for by DISTRIBUTOR. Defective Products will be destroyed on a\nmonthly basis except for unused headsets upon DRAGON's approval, which will be\nshipped to Dragon freight collect. DISTRIBUTOR will provide proof of on-site\ndestruction prior to issuance of credit by DRAGON.\n\nDRAGON shall give DISTRIBUTOR [**] of product discontinuation. DISTRIBUTOR may\nreturn all such products to DRAGON [**] incurred by DISTRIBUTOR in returning the\nproduct, within [**]. [**].\n\nIn the event that DISTRIBUTOR wishes a return of Product, it will request an RMA\n(Return Merchandise Authorization Number) DISTRIBUTOR shall issue an RMA within\n5 business days. DRAGON will accept product returns only when clearly labeled\nwith the RMA.\n\n9.       WARRANTY.\n\nDRAGON warrants that its PRODUCTS shipped to DISTRIBUTOR shall be free from\nmaterial defect and shall be reasonably suitable for resale. Unless otherwise\nspecified, the warranty period for DRAGON's products shall be ninety (90) days\nfrom date of DRAGON's shipment. In the event that DISTRIBUTOR finds such defects\nin DRAGON's products DISTRIBUTOR's sole remedy shall be the repair, replacement\nor refund of the amounts paid to DRAGON for any defective product, at the sole\ndiscretion of DRAGON.\n\nIN NO EVENT SHALL DRAGON BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL\nDAMAGES, OR FOR INSTALLATION, ADJUSTMENTS, OR OTHER EXPENSES WHICH MAY ARISE\nFROM THE PURCHASE OR RESALE OF PRODUCTS. NO WARRANTIES OTHER THAN THOSE\nEXPRESSLY SET FORTH ABOVE SHALL APPLY, AND DRAGON MAKES NO EXPRESS OR IMPLIED\nWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ITS\nPRODUCTS.\n\n\n\n\n                                      -7-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\nDISTRIBUTOR UNDERSTANDS THAT DRAGON'S SPEECH RECOGNITION PRODUCTS ARE BASED UPON\nA STATISTICAL PROCESS IN WHICH ERRORS ARE AN INHERENT PART OF THEIR OPERATION.\nDISTRIBUTOR ACCEPTS THE RESPONSIBILITY OF ENSURING THAT ITS RESELLERS AND THEIR\nCUSTOMERS UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT ITS CUSTOMERS AND\nITS RESELLERS AND RESELLERS CUSTOMERS ARE RESPONSIBLE FOR CORRECTING SUCH\nERRORS. DRAGON SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES,\nINCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ERRORS THAT OCCUR IN THE USE\nOF PRODUCTS.\n\nSome states or countries do not allow the exclusion or limitation of implied\nwarranties or liability for incidental or consequential damages, so the above\nlimitation or exclusion may not apply.\n\n10.      USE OF PATENTS, TRADEMARKS AND OTHER PROPRIETARY RIGHTS.\n\nDRAGON shall retain all rights, title and interest (including all intellectual\nproperty rights) in the PRODUCTS. DISTRIBUTOR shall, at DISTRIBUTOR's expense,\ndeliver to DRAGON whenever requested by DRAGON a sample of all labels, packages,\nadvertisements and other materials related to the PRODUCTS so that DRAGON may\nreview the same. DISTRIBUTOR shall not at any time adopt, or use, or attempt to\nregister with any governmental authority, without first obtaining DRAGON's\nwritten approval, any word or mark that is similar, or bears any resemblance, to\na trademark or service mark owned or used by DRAGON.\n\n11.      PROTECTION OF KNOW HOW.\n\nACKNOWLEDGMENT OF PROPRIETARY INFORMATION. DISTRIBUTOR acknowledges (i) that the\nKNOW-HOW (as hereafter defined) obtained from DRAGON hereunder is commercially\nvaluable proprietary information of DRAGON or others, the design and development\nof which has involved the expenditure of substantial amounts of money and the\nuse of skilled development experts over a long period of time and which affords\nDRAGON a commercial advantage over its competitors: (ii) that such KNOW-HOW\nconstitutes trade secrets and confidential business information that is\ndisclosed to DISTRIBUTOR for use on the basis of the confidential relationship\nbetween DRAGON and DISTRIBUTOR under this Agreement and is to be used only as\nmay be expressly permitted by the terms and conditions of this Agreement; (iii)\nthat the loss of this competitive advantage due to unauthorized disclosure of\nsuch proprietary information would cause great injury and harm. As used in the\nAgreement, the term 'KNOW-HOW' means any and all information of any kind\nwhatsoever now possessed by or known to, or hereafter developed or acquired by,\nDRAGON relating to (1) the manufacturing data, and technical specifications for\nthe PRODUCTS, and\/or marketing information of potential competitive value (e.g.\ncustomer information, promotional plans, market data, etc.) (2) the techniques\nand methods for installing and servicing the product, (3) specific techniques,\nalgorithms and methods used within the PRODUCTS and (4) any techniques and\nmethods for locating defects in the PRODUCTS.\n\nCONFIDENTIALITY COVENANT. DISTRIBUTOR covenants that it will not divulge, or\npublish to others, other than as herein provided, any KNOW-HOW obtained from\nDRAGON hereunder, or any information about the DRAGON's commercial practices,\npolicies, or plans, and that it shall divulge the same only to employees of\nDISTRIBUTOR or DEALER who require it for the purpose of DISTRIBUTOR's or\nRESELLER's distribution of PRODUCTS hereunder and only if such employees are\n\n\n\n                                      -8-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\nsubject to restrictions on use and disclosure at least as restrictive as those\nassumed by DISTRIBUTOR hereunder.\n\nCONFIDENTIALITY OF WORKERS. DISTRIBUTOR shall take reasonable action, by\ninstruction, agreement or otherwise, with respect to independent contractors\nemployed by DISTRIBUTOR or to DISTRIBUTOR's employees or other persons who have\nnot entered into the aforesaid restrictive engagements in order to prevent the\nunauthorized disclosure or use of such KNOW-HOW.\n\nEXCEPTIONS. This section shall not apply to (i) any KNOW-HOW or information that\nshall become generally known in the trade through no fault of DISTRIBUTOR, (ii)\nany KNOW-HOW or information that shall be disclosed to DISTRIBUTOR by a party\nhaving legitimate possession thereof and the unrestricted right to make such\ndisclosure, (iii) any KNOW-HOW or information that DISTRIBUTOR can demonstrate\nwas within its possession prior to the disclosure by DRAGON, and was provided by\na party having legitimate possession thereof and the unrestricted right to make\nsuch disclosure, or (iv) any confidential business information after four (4)\nyears from the termination of the Agreement.\n\nREVERSE ENGINEERING. Except to the extent DRAGON is required by the law in the\nTerritory to allow Distributor to do so, Distributor shall not decompile,\ndisassemble or otherwise reverse engineer the PRODUCTS.\n\n12.      INFRINGEMENT OF PROPRIETARY RIGHTS.\n\nIf any action, claim or suit is threatened, filed or made against DISTRIBUTOR,\nbased upon infringement of a copyright, patent, trademark, or other proprietary\nright in connection with the PRODUCTS, DISTRIBUTOR shall promptly notify DRAGON\nin writing of such action, claim or suit. DRAGON shall at its own expense, take\ncharge of the defense of any such action through attorneys of DRAGON's\nselection. DISTRIBUTOR shall make available to DRAGON any relevant records,\npapers or information and shall cooperate in such defense as reasonably\nrequested by DRAGON. DRAGON shall indemnify and hold harmless DISTRIBUTOR from\nand against all damages and claims arising out of such infringement action\nprovided that DISTRIBUTOR has otherwise complied with all the provisions of the\nAgreement and with applicable state, province, federal, and international law.\nDISTRIBUTOR shall notify DRAGON promptly whenever it shall obtain information\nthat any of the trademarks, patents, or copyrights of DRAGON are being infringed\nby any other person.\n\n13.      TERMINATION.\n\nThis Agreement shall continue in effect for a period of one year from the date\nof execution hereof or to the end of the current calendar year whichever period\nis longer. Thereafter, the Agreement will continue from year to year subject to\nmutual agreement on the quarterly sales goals for the subsequent renewal term.\n\nThis Agreement may be terminated as follows:\n\n(a)      termination for cause: by either PARTY by written notice to the other\n         PARTY given no less than thirty (30) days after prior written notice of\n         breach, if such breach is not cured.\n\n\n\n\n\n                                      -9-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n(b)      termination for no cause: by either PARTY at any time upon the giving\n         of sixty (60) days' notice to the other party prior to any subsequent\n         renewal term.\n\n14.      EFFECT OF TERMINATION.\n\nTERMINATION OF RIGHTS. Upon the termination of this Agreement, all rights\ngranted by DRAGON to DISTRIBUTOR, or through DISTRIBUTOR to its RESELLERS herein\nshall terminate and revert immediately to DRAGON or its successors or assigns.\n\nRETURN OF MATERIALS. Upon the termination of this Agreement, DISTRIBUTOR shall\npromptly return all KNOW-HOW in written form, together with any copies thereof\nmade by DISTRIBUTOR, obtained from DRAGON hereunder. This will include any\nPRODUCT demonstration product, evaluation product, product literature and other\nlike materials unless paid for.\n\n15. ASSIGNMENTS.\n\nThis Agreement may not be assigned, in whole or in part, by DISTRIBUTOR without\nprior written consent of the DRAGON.\n\n16. COMPLIANCE WITH LAWS AND REGULATIONS.\n\nThis Agreement is made subject to, and both PARTIES in the performance hereof\nexpressly agree to comply with and abide by, all applicable laws, ordinances,\ncodes and regulations in TERRITORIES insofar as the same may be applicable to\nthe terms and conditions of the Agreement, and both PARTIES hereby agree to\nindemnify and hold harmless the other from and against all claims, suits, causes\nof action, demands, penalties, losses or damages (including court costs and\nattorney fees) which may arise or accrue because of the failure or neglect of\nthe indemnifying PARTY in this respect.\n\n17. MISCELLANEOUS.\n\nGOVERNING LAW. This Agreement and all amendments, modifications, alterations, or\nsupplements hereto, and the rights of the PARTIES hereunder shall be construed\nunder, and be governed by, the laws of the Commonwealth of Massachusetts in the\nUnited States of America. Any lawsuit relating to any matter arising under this\nAgreement, initiated by or on behalf of DISTRIBUTOR shall be initiated in a\nState or Federal Court in the Commonwealth of Massachusetts, United States of\nAmerica. Any lawsuit relating to any matter arising under this Agreement\ninitiated by DRAGON may be initiated in a State or Federal Court located in the\nCommonwealth of Massachusetts, or in any court in the country in which the\nDISTRIBUTOR is located having jurisdiction over the matter. Accordingly,\nDISTRIBUTOR irrevocably consents to the jurisdiction and to the service of\nprocess, pleadings, and notices in connection with any and all actions and\nprocesses initiated in a State or Federal court located in the Commonwealth of\nMassachusetts, United States of America or any such court in the country in\nwhich DISTRIBUTOR is located.\n\nULTIMATE DESTINATION OF SHIPMENTS. The DISTRIBUTOR hereby agrees not to\nknowingly export or re-export, directly, or indirectly, any product or technical\ndata, acquired under this Agreement, except in complete compliance with the\nexport laws and regulations of the United States of America.\n\n\n\n                                      -10-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\nEND USER LICENSE AGREEMENT. Use of DRAGON's PRODUCTS are subject to the terms\nand conditions of the End User License Agreement provided by DRAGON in Appendix\nF, or as it may be amended from time to time by DRAGON and each end user shall\nagree to such terms before it uses the PRODUCTS.\n\nNOTICES. All notices, offers, requests, instructions, acceptances, consents,\napprovals and other communications required or authorized to be given by either\nparty to the other under this Agreement shall be in writing, shall be addressed\nas indicated below, and shall be deemed to have been given upon the receipt of\nthe addressee.\n\nDRAGON:                                     DISTRIBUTOR:\n\nSteven Semenzato\nDirector of North American Sales            President\nDragon Systems, Inc.                        MultiMicro\n320 Nevada Street                           9393 Louis H. LaFontaine\nNewton, MA 02160 USA                        Ville d'Anjou\n                                            Quebec\nWith a copy to:                             CANADA\n                                            HIJ IY8\nJanet Baker, President\nDragon Systems, Inc.\n320 Nevada Street\nNewton, MA 02160 USA\n\nNONWAIVER OF DEFAULT. Any failure by either party, at any time or from time to\ntime, to enforce and require the strict keeping and performance of any of the\nterms and conditions of this Agreement shall not constitute a waiver of any such\nterms and conditions at any future time and shall not prevent such party from\ninsisting on the strict keeping and performance of such terms and conditions at\nany later time.\n\nAMENDMENT OR RESCISSION. This Agreement shall not be modified or rescinded\nexcept by written instrument signed by authorized representatives of both\nparties hereto.\n\nSEVERABILITY. In the event that any term or provision of this Agreement shall be\ndeemed by a court of competent jurisdiction to be overly broad in scope,\nduration or area of applicability, such court shall have the power, and is\nhereby directed, to limit such scope, duration or area of applicability, or all\nof them, so that such term or provision is not overly broad, and to enforce the\nsame as so limited. Subject to the foregoing sentence, in the event any\nprovision of this Agreement shall be held invalid or unenforceable for any\nreason, such invalidity or unenforceability shall attach only to such provision\nand shall not affect or render invalid any other provision of this Agreement.\n\nENTIRETY OF AGREEMENT. This is the entire agreement between the parties hereto\nwith respect to the subject matter hereof and there are no agreements,\nunderstanding, covenants, conditions or undertakings, oral or written, express\nor implied, concerning such subject matter that are not merged herein or\nsuperseded hereby.\n\n\n                                      -11-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\nCAPTIONS. The captions or headings of the Sections or other subdivisions hereof\nare inserted only as a matter of convenience or for reference and shall have no\neffect on the meaning of the provisions hereof.\n\nCOUNTERPARTS. This Agreement may be executed in two or more counterparts, each\nof which shall be deemed to be an original but all of which together shall\nconstitute one and the same instrument.\n\n18.      SIGNATURES.\n\nIN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed\nin their respective corporate names, as of the date first herein above by their\nrespective representatives hereunder duly authorized.\n\n'DISTRIBUTOR'                                         'DRAGON'\n\nBy: \\s\\ S. Rosen                                      By: \\s\\ Janet M. Baker\n    ----------------                                      -------------------\n(Signature)                                           (Signature)\n\n3\/18\/98                                               3\/16\/98\n--------------------                                  -----------------------\nDate                                                  Date\n\n\n\n\n                                      -12-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n\n                                   APPENDIX A\n                                   'PRODUCTS'\n\n\n<font size=\"2\">\nProduct Name                                                                                     Version\n--------------------------------------------------------------------------------------------------------\n                                                                                             \nDragon NaturallySpeaking, Personal Edition, American English                                       2.x\nDragon NaturallySpeaking, Preferred Edition, American English                                      2.x\nDragon NaturallySpeaking, Deluxe Edition, American English                                         2.x\nDragon Dictate Classic Edition, American English                                                   3.x\nDragon Dictate Power Edition, American English                                                     3.x\nDragon Power Secretary Power Edition, American English                                             2.0.7\nDragon Power Secretary Medical Edition, American English                                           2.0.7\nDragon Power Secretary Personal Edition for Microsoft Word, American English                       2.07\nDragon Power Secretary Personal Edition for Corel WordPerfect, American English                    2.07\nDragon Power Secretary Personal Edition for File Maker Pro, American English                       2.07\nDragon Power Secretary Personal Edition for Claris Works, American English                         2.07\nDragon NaturallySpeaking French Personal Edition                                                   2.02\nDragon NaturallySpeaking Spanish Personal Edition                                                  2.02\n<\/font>\n\n\n\n\n                                      -13-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n                                   APPENDIX B\n                                  'TERRITORIES'\n\n\n\nThe TERRITORIES for DISTRIBUTOR shall include the following:\nNorth America\n\n\n\n                                      -14-\n\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n\n\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n                                   APPENDIX C\n                                     'QUOTA'\n\n\n\nQuarter I. 1998            Quarter II, 1998    Quarter III, 1998      Quarter IV, 1998\n---------------            ----------------    -----------------      ----------------\n\n                                                             \n[**]                       [**]                [**]                   [**]\n\n\n\n\nIf DISTRIBUTOR meets the above targets, DISTRIBUTOR will be entitled to a [**]\non the price of the Product.\n\n                                    'PRICES'\n\n\n<font size=\"2\">\nProduct                                                          Version      Vendor #       Distributor\n--------------------------------------------------------------------------------------------------------\nPrice US$\n---------\n\n                                                                                     \nDragon NaturallySpeaking, Personal Edition                            2X        010420101      [**]\nDragon NaturallySpeaking, Preferred Edition                           2X        010340101      [**]\nDragon NaturallySpeaking, Preferred Edition (CANADA*)                 2X        010340101      [**]\nDragon NaturallySpeaking, Deluxe Edition                              2X        010450101      [**]\nDragon Dictate Classic Edition                                        3X        010202401      [**]\nDragon Dictate Power Edition                                          3X        010222401      [**]\nDragon Power Secretary Power Edition                                  2.0.7     CDO500OPS      [**]\nDragon Power Secretary Medical Edition                                2.0.7     CD08000MD      [**]\nDragon Power Secretary Personal Edition for Microsoft Word            2.07      CDO4002MW      [**]\nDragon Power Secretary Personal Edition for Corel WordPerfect         2.07      CDO400OWP      [**]\nDragon Power Secretary Personal Edition for File Maker Pro            2.07      CDO4003FM      [**]\nDragon Power Secretary Personal Edition for Claris Works              2.07      CDO4001CW      [**]\nDragon NaturallySpeaking French Personal Edition                      2.02     0103401061      [**]\nDragon NaturallySpeaking Spanish Personal Edition                     2.02     0103401041      [**]\n<\/font>\n\n\n\nDragon NaturallySpeaking, Preferred Edition (CANADA*) product price is ONLY\napplicable for product sold into Canadian Retail Outlets\n\n                  Prices as of 2\/25\/98\n\n\n\n\n                                      -15-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n\n                                   APPENDIX D\n                              TRADEMARK GUIDELINES\n                             See the attached sheets\n\n\n\n                               USE OF DRAGON LOGO\n                  The use of this trademark must be accompanied\n                    By a red Dragon Logo in PMS 185 Red. The\n                    Dragon must be no smaller than the Dragon\n                    on the accompanying trademark guideline.\n\n\n\n\n                                      -16-\n\n                                                Authorized Distributor Agreement\n                                                               Revisions 3\/12\/98\n\n\n\nDRAGON NATURALLYSPEAKING(TM)\nIdentity Mark\nThe following guidelines specify usage of the Dragon NaturallySpeaking(TM)\nidentity mark. Any individuals (whether Dragon Systems employees, consultants,\noutside vendors or third parties) involved in developing communications,\ndocumentation, or packaging related to Dragon Systems products must understand\nand comply with the following guidelines. Please contact Becky Squier at Dragon\nSystems, 1-617-965-5200, with any questions or issues.\n\nDRAGON NATURALLYSPEAKING(TM)\n\nIDENTITY MARK USAGE\nSize:    The NaturallySpeaking identity mark must be\n         reproduced with a minimum horizontal\n         dimension of 2 inches.\n\nColor:   Whenever possible, the mark should be\n         reproduced in color as follows:  the word\n         'Dragon' prints 100% PMS 185 Red (or\n         process match - 91 magenta, 76 yellow).  The\n         word 'NaturallySpeaking(TM)' prints in 100%\n         black.\n\nACKNOWLEDGMENT\nUse of the Dragon NaturallySpeaking(TM) identity mark should be accompanied by\nan acknowledgement line (when required), as follows: 'An authorized reseller of\nDragon Systems' speech products and services.'\n\nTrademarks\nDragon Systems and the Dragon image are registered\ntrademarks of Dragon Systems, Inc. Dragon\nNaturallySpeaking(TM) is a trademark of Dragon Systems,\nInc.\n\n\n\n            USE OF DRAGON LOGO\n            ------------------\n\n    The use of this trademark must be\n    accompanied by a red Dragon Logo\n    in PMS 185 Red.  The Dragon must\n    be no smaller than the Dragon on\n    the accompanying trademark\n    guideline.\n\n\n\n                                      -17-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n                                   APPENDIX E\n\n                  CURRENT LIST OF DISTRIBUTORS IN NORTH AMERICA\n\nIngram\nTechData\nMerisel\nBeamscope\n\n\n\n                                      -18-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\n                                   APPENDIX F\n\n                    'DRAGON SYSTEMS, INC. LICENSE AGREEMENT'\n\nEnd User License Agreement. \n--------------------------- \nBefore using this Software, you should carefully read the following terms and\nconditions. Operating this software indicates your acceptance of these terms and\nconditions.\n\nDragon Systems, Inc. (Dragon Systems) provides this Software and licenses its\nuse to you, the Customer.\n\nDragon Systems retains ownership of all rights in the Software and of all\nproprietary technology embodied therein. You acknowledge that the unauthorized\ndistribution or use of the Software or documentation received from Dragon\nSystems will cause Material Damage to Dragon Systems. \n\nYou assume responsibility for the selection of the programs to achieve intended\nresults, and for the installation, use and results obtained from the Software.\n\nIT IS UNDERSTOOD BY BOTH PARTIES TO THIS AGREEMENT THAT SPEECH RECOGNITION IS A\nSTATISTICAL PROCESS, THAT RECOGNITION ERRORS ARE INHERENT IN THE PROCESS OF\nSPEECH RECOGNITION, AND THAT SPEECH RECOGNITION APPLICATIONS MUST BE DESIGNED TO\nALLOW FOR SUCH ERRORS IN THE RECOGNITION PROCESS. YOU MUST UNDERSTAND THAT SUCH\nERRORS ARE INEVITABLE AND THAT IT IS YOUR RESPONSIBILITY TO CORRECT RECOGNITION\nERRORS BEFORE USING THE RESULTS OF THE RECOGNITION. THE SOFTWARE AND ANY\nDOCUMENTATION ARE PROVIDED ON AN 'AS IS' BASIS. DRAGON SYSTEMS DISCLAIMS ALL\nWARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE\nSOFTWARE AND ANY DOCUMENTATION, INCLUDING ALL WARRANTIES OF TITLE AND IMPLIED\nWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DRAGON\nSYSTEMS' LIABILITY FOR DAMAGES TO THE LICENSEE FOR ANY CAUSE WHATSOEVER,\nREGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE TOTAL\nLICENSE FEE PAID BY THE LICENSEE FOR THE LICENSE TO USE THE SOFTWARE UNDER THIS\nAGREEMENT. DRAGON SYSTEMS SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES RESULTING\nFROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL\nOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR\nPERFORMANCE OF THE SOFTWARE.\n\nLICENSE\nThis license granted under this Agreement permits the Licensee and its employees\nwho agree to be bound by the terms and conditions of this Agreement to:\n\nI.       use the software on a single machine, (The Software is considered used\n         when loaded into temporary memory or installed into permanent memory),\n\nII.      install a copy of the Software on a network server so that the Software\n         can be used by other computers. The number of users of the Software\n         shall not exceed the number of applicable licenses you have purchased\n         from Dragon Systems,\n\nIll.     copy the Software in machine-readable form for backup purposes only.\n\nYou may transfer this Software to another party only with the prior written\nconsent of Dragon Systems. If you transfer possession of any copy, modification\nor merged portion of the Software or documentation to another party, your\nlicense is automatically terminated.\n\nThe user of the Software or any end-user application incorporating any part of\nthe Software must agree (1) not to disassemble or reverse engineer the Software\nor any portion thereof and (2) to comply\n\n\n\n                                      -19-\n\n                                                Authorized Distributor Agreement\n                                                                Revision 3\/12\/98\n\n\nwith all U.S. export laws. Any attempt to disassemble the object code of this\nSoftware is unauthorized and will result in immediate termination of this\nAgreement.\n\nYou must reproduce and include the copyright notice on any copy, modification or\nportion of the Software merged into another program. You may not use, copy,\nmodify, or transfer the Software, or any copy, modification or merged portion,\nin whole or in part, except as expressly provided for in this Agreement. You may\nnot commit any act which would directly or indirectly violate any U.S. law,\nregulation, treaty, or other agreement, relating to the export or re-export of\nthe Software, to which the U.S. adheres or with which the U.S. complies.\n\nTERM\nThe license is effective until terminated. You may terminate the license at any\ntime by destroying the programs along with any copies, modifications and merged\nportions in any form. It will also terminate upon conditions set forth elsewhere\nin this Agreement or if you fail to comply with any term or condition of this\nAgreement. You agree upon such termination to destroy the programs together with\nall copies, modifications and merged portions in any form.\n\nRESTRICTED RIGHTS LEGEND\nUse, duplication, or disclosure by the Government is subject to restrictions as\nset forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and\nComputer Software clause at DFARS 252.227-7013.\n\n\n\n\n                                      -20-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7354],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42094","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dragon-systems-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42094","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42094"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42094"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42094"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42094"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}