SEC Info - Voxware Inc - ‘10-Q/A’ for 3/31/97

SEC Info℠

Home

Help

Please Sign In

Voxware Inc – ‘10-Q/A’ for 3/31/97 – EX-10.2

As of: Friday, 6/6/97 · For: 3/31/97 · Accession #: 1036050-97-341 · File #: 0-21403

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/06/97  Voxware Inc                       10-Q/A      3/31/97    4:67K                                    Donnelley R R & S… 14/FA

Amendment to Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report                          3     12K 
 2: EX-10.2     Material Contract                                     15     48K 
 3: EX-10.3     Material Contract                                      2      8K 
 4: EX-10.4     Material Contract                                     17     50K

EX-10.2 — Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Agreement
1	1st Page - Filing Submission
"	Agreement

EX-10.2 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    Exhibit 10.2

Confidential treatment has been requested for portions of this Exhibit.  The    
Confidential Portions have been redacted and are denoted by [ * * * ].  The     
Confidential Portions have been separately filed with the Commission.           

SOFTWARE LICENSE AGREEMENT

This RT24 Basic Codec License Agreement (the "Agreement") is entered into and   
effective as of March 31, 1997, (the "Effective Date") by and between MICROSOFT 
CORPORATION, a Washington corporation located at One Microsoft Way, Redmond, WA 
98052 ("Microsoft") and VOXWARE, INC., a Delaware corporation located at 305    
College Road East, Princeton, New Jersey 08540 ("Voxware").                     

RECITALS

Voxware is the owner/licensor of a proprietary speech compression/decompression 
codec known as the "RT24 Basic Codec."                                          

Microsoft desires to license the RT24 Basic Codec from Voxware.                 

Microsoft also wishes to encourage Voxware to integrate certain standard        
protocols and codecs into its TeleVox product.                                  

Voxware wishes to license the RT24 Basic Codec to Microsoft.                    

Voxware also wishes to integrate certain standard protocols and codecs into its 
TeleVox product.                                                                

AGREEMENT 

1.   DEFINITIONS                                                                

1.1  "Encoder" means the encoder portion of the RT24 Basic Codec that performs  
    compression of a raw audio data into coded data that can be decoded by the
Decoder, as more fully described in Exhibit A.                        

1.2  "Decoder" means the decoder portion of the RT24 Basic Codec that performs  
  decompression of coded data that has been compressed by the Encoder into
raw audio data, as more fully described in Exhibit A.                 

1.3  "RT24 Basic Codec" means Implementations of Voxware's proprietary speech   
    compression/decompression software, comprising the Encoder and Decoder and
associated documentation, as more fully described in Exhibit A.       

EX-10.2 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
1.4  "Updates" means all subsequent public commercial releases of the RT24 Basic
 Codec during the term of the Agreement, including maintenance releases,
error corrections, upgrades, enhancements, additions, improvements,   
extensions, modifications, and replacement or successor versions or   
 products, if any, provided that they are bit-stream compatible with the
RT24 Basic Codec.                                                     

1.5  "Implementation" means all bit-stream compatible versions of the RT24 Basic
    Codec for the [ * * * ] computing platforms, regardless of processor type.

1.6  "Port" means a bit-stream compatible version of the RT24 Basic Codec or    
Update which runs on a computing platform other than [ * * * ].       

1.7  "H.323 Conferencing Protocol" means the standard conferencing protocol     
   developed according to Recommendation H.323 of the SG15/SG16 of the ITU-T
    and implemented according to the H.323 Implementor's Group of the IMTC, as
more fully described in Exhibit C.                                    

1.8  "G.723 Audio Codec" means the standard audio codec developed according to  
Recommendation G.723 of the SG15/SG16 of the ITU-T and implemented    
according to the H.323 Implementor's Group of the IMTC, as more fully 
described in Exhibit C.                                               

1.9  "Standardized TeleVox" means a generally commercially available version of 
Voxware's TeleVox product (named TeleVox or otherwise in the future)  
    integrating:  (1) the H.323 Conferencing Protocol, and (2) the G.723 Audio
Codec; which is compatible with NetMeeting, as more fully described in
Exhibit C.                                                            

1.10 "Microsoft Products" means any current and future Microsoft product or     
 service, including but not limited to system, application and developer
     products regardless of how the products are named, or regardless of whether
such products are marketed under a Microsoft trademark.               

1.11 "Error(s)" means defect(s) in a Deliverable which prevent it from          
     performing in accordance with the Specifications and/or a Severity Level 1,
2 or 3 error, as such errors are defined in Exhibit B.                

1.12 "Deliverables" means the physical items of the RT24 Basic Codec delivered  
to Microsoft, as more fully set forth in Exhibit A.                   

1.13 "Confidential Information" means:  (i) any trade secrets relating to either
party's product plans, designs, costs, prices and names, finances,    
     marketing plans, business opportunities, personnel, research development or
know-how; (ii) any information designated by the disclosing party as  
 confidential in writing or, if disclosed orally, reduced to writing and
    designated as confidential within thirty (30) days; (iii) RT24 Basic Codec
source code; and (iv) the terms, conditions and existence of this     
    Agreement.  "Confidential Information" shall not include information that:
   (i) is or becomes generally known or available by publication, commercial
use or otherwise through no fault of the receiving party; (ii) is     

EX-10.2 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
 rightfully known and has been reduced to tangible form by the receiving
  party prior to the time of disclosure and is not subject to restriction;
    (iii) is independently developed or learned by the receiving party without
     use of the disclosing party's information; (iv) is lawfully obtained from a
   third party, without obligation of confidentiality, that has the right to
    make such disclosure; or (v) is made generally available by the disclosing
party without restriction on disclosure.                              

2.   DEVELOPMENT, DELIVERY & ACCEPTANCE                                         

2.1  Standardized TeleVox.  Voxware shall develop and deliver the Standardized  
--------------------                                                  
     TeleVox to Microsoft no later than [ * * * ].  Microsoft shall evaluate the
    Standardized TeleVox and provide Voxware with its determination on whether
  the Standardized TeleVox is compliant with NetMeeting within thirty (30)
days following delivery.  Microsoft's determination of whether the    
  Standardized TeleVox is compatible with NetMeeting shall be based on the
     criteria described on Exhibit C.  Microsoft shall have no rights or license
  of any kind to the Standardized TeleVox, except for the limited internal
testing and evaluation purposes provided in this Section 2.1.         

2.2  RT24 Basic Codec.                                                          
----------------                                                      

   (a)  Delivery.  Voxware shall deliver the Deliverables in accordance with
--------                                                    
        the delivery schedule set forth in Exhibit A.  Voxware shall provide
Updates to Microsoft beginning with [ * * * ].              

(b)  Acceptance.  Microsoft has evaluated the RT24 Basic Codec        
----------                                                  
       Deliverables, and Microsoft's execution of this Agreement evidences
Microsoft's acceptance of the RT24 Basic Codec Deliverables.

3.   PAYMENT                                                                    

3.1  Payment.  As the sole and exclusive consideration for (a) all of the rights
-------                                                               
   granted to Microsoft under this Agreement to the RT24 Basic Codec and (b)
  Voxware's obligations regarding the maintenance of the RT24 Basic Codec,
   Microsoft shall pay to Voxware [ * * * ] license fee of [ * * * ] payable
in four (4) installments as follows:  (i) [ * * * ] within [ * * * ]  
     following receipt of the Initial Delivery identified on Exhibit A; (ii) [ *
    * * ] upon [ * * * ] identified on Exhibit A; (iii) [ * * * ] upon [ * * *
     ] identified on Exhibit A; and (iv) [ * * * ] upon [ * * * ].  In the event
Voxware is unable to deliver [ * * * ], Microsoft may terminate this  
Agreement for cause pursuant to Section 10.2 and shall have no further
obligation to Voxware.                                                

3.2  Maintenance Fee.  Subsequent to [ * * * ], Microsoft shall pay to Voxware [
---------------                                                       
* * * ] support fee of [ * * * ] Microsoft desires to receive Ports,  
Updates, and the maintenance services described in Section 5.3.  Such 
support fee shall be payable [ * * * ].                               

EX-10.2 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
3.3  Terms.  Voxware shall invoice Microsoft for all amounts due under this     
-----                                                                 
   Agreement.  Microsoft's payment terms are [ * * * ] after receipt of such
invoice, or as otherwise noted in Section 3.1.                        

3.4  License Rights.  The license granted to Microsoft in Section 4 is [ * * * ]
--------------                                                        
    provided that Microsoft has paid the [ * * * ] Dollars [ * * * ] described
in Section 3.1 to Voxware.                                            

4.   RIGHTS                                                                     

4.1  Non-Exclusive License.  Voxware hereby grants to Microsoft a nonexclusive, 
---------------------                                                 
  perpetual, irrevocable, royalty-free, fully paid up, worldwide right and
  license under all applicable intellectual property rights (including but
not limited to patent, copyright and trade secret) to:                

     (a)  Use, copy, edit, format, modify, translate and create derivative works
          of [ * * * ] the RT24 Basic Codec and Updates for the sole purposes of
[ * * * ];                                                  

   (b)  Make, sell, reproduce, license, rent, lease or otherwise distribute,
          and have made, sold, reproduced, licensed, rented, leased or otherwise
        distributed, to and by third parties, object code of the Encoder and
          Updates and Implementations thereof for use solely in conjunction with
Microsoft Products, and any derivatives thereof;            

   (c)  Make, sell, reproduce, license, rent, lease or otherwise distribute,
          and have made, sold, reproduced, licensed, rented, leased or otherwise
        distributed, to and by third parties, object code of the Decoder and
         Updates and Implementations thereof, and any derivatives thereof; and

(d)  [ * * * ].                                                       

[ * * * ].  Microsoft will not publish or disclose [ * * * ] to third parties;  
provided, however, Microsoft may license the key to third parties for the sole  
purpose of [ * * * ] and its derivatives.                                       

4.2  RT24 Basic Codec Ports.  In the event Microsoft desires a Port of the RT24 
----------------------                                                
     Basic Codec, Updates, or any Implementation thereof, then the parties shall
   negotiate in good faith reasonable terms for Voxware to develop the Port.
  If the parties fail to so agree in good faith, Microsoft's license under
Section 4.1 [ * * * ] in accordance with the terms of this Agreement. 

4.3  Trademark License.  Voxware hereby grants to Microsoft a non-exclusive, [ *
-----------------                                                     
* * ], worldwide right and license to use the "Trademarks" (as defined
   below) in a manner which indicates to the public that it is an authorized
licensee of the RT24 Basic Codec and Updates and to advertise the RT24
 Basic Codec and Updates in connection with the Microsoft Products under
   such Trademarks as part of the Microsoft Products, all in accordance with
Voxware's standard                                                    

EX-10.2 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
  Trademark usage guidelines which Voxware shall provide to Microsoft upon
    execution of this Agreement.  For purposes of this Agreement, "Trademarks"
 shall mean those Voxware trademarks contained on or associated with the
 RT24 Basic Codec and Updates.  Microsoft will use reasonable efforts to
ensure that it and its distributors will not, alter or remove any     
   Trademark, or affix, without the written permission of Voxware, any other
   trademarks, marks or other logos on the RT24 Basic Codec and Updates in a
    way which would confusingly associate the RT24 Basic Codec with such other
  trademarks, marks or logos.  Nothing herein shall grant to Microsoft any
   right, title or interest in the Trademarks.  Microsoft will not challenge
or assist others to challenge the Trademarks or the registration or   
validity thereof.                                                     

4.4  Ownership.  Except as expressly licensed to Microsoft in this Agreement,   
---------                                                             
Voxware retains all right, title and interest in and to the RT24 Basic
Codec (in any form whether object code, source code, or otherwise),   
     Updates, the Standardized TeleVox, and the Trademarks; and all right, title
    and interest in and to any derivatives (such as Implementations and Ports)
of the RT24 Basic Codec created by or for Microsoft.                  

4.5  No Other Rights.  Except as provided in Section 2.1 and this Section 4,    
---------------                                                       
Microsoft shall not have any other rights to the RT24 Codec, Updates, 
Implementations, Ports, or the Standardized TeleVox.                  

5.   OTHER TERMS                                                                

5.1  Press Releases and other Announcements.  The parties will cooperate with   
--------------------------------------                                
    each other on press releases and similar communications regarding the non-
 confidential subject matter of this Agreement.  The content, timing and
     necessity of all such communications will be agreed upon in writing by both
 parties.  In addition, the parties will issue a joint press release (a)
   within thirty (30) days from execution of this Agreement, or (b) upon the
  commercial release of a version of a Microsoft Product that contains the
   RT24 Basic Codec.  Further, Microsoft agrees that Voxware may mention its
licensing of the RT24 Basic Codec in collateral materials prepared for
   sales presentations provided that Microsoft has reviewed and approved any
such use prior to its publication.                                    

5.2  Marketing.  Microsoft shall reasonably assist Voxware in the marketing and 
---------                                                             
     promotion of Voxware's products which interoperate with Microsoft Products.
    Such assistance will be at Microsoft's discretion and may take the form of
activities such as:  (a) customer testimonials; (b) participation in  
  appropriate trade shows demonstrating interoperability between Microsoft
   Products and Standardized TeleVox; (c) hot-links on Microsoft's web site,
   to Voxware's web site; (d) press-related activities; (e) other activities
     including adding Voxware to a catalogue, if any, that Microsoft may publish
  including third party products for operation with Microsoft Products; or
(f) good faith efforts to explore other joint marketing activities not
described above.                                                      

EX-10.2 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
5.3  Correction of Errors.  For a period of [ * * * ] following Microsoft's     
--------------------                                                  
     acceptance of the RT24 Basic Codec and [ * * * ], Voxware will use its best
     efforts to fix all Errors found in the said Deliverables in accordance with
the severity schedule set forth in Exhibit B.                         

5.4  Other Development.  Microsoft may request that Voxware develop             
-----------------                                                     
implementations of the RT24 Basic Codec for other processors.  Voxware
   agrees to deliver Implementations for such processors within a reasonable
     period of time, at reasonable terms to cover development costs to be agreed
upon by the parties.                                                  

6.   NO OBLIGATION/INDEPENDENT DEVELOPMENT                                      

Notwithstanding any other provision of this Agreement, Microsoft shall have no  
obligation to market, sell or otherwise distribute the RT24 Basic Codec and     
Updates, either alone or in any Microsoft Product.  Except as provided in       
Sections 4.2 and 7, nothing in this Agreement will be construed as restricting  
Microsoft's ability to acquire, license, develop, manufacture or distribute for 
itself, or have others acquire, license, develop, manufacture or distribute for 
Microsoft, similar technology performing the same or similar functions as the   
technology contemplated by this Agreement, or to market and distribute such     
similar technology in addition to, or in lieu of, the technology contemplated by
this Agreement.                                                                 

7.   CONFIDENTIALITY                                                            

7.1  Each party shall protect the other's Confidential Information from         
   unauthorized dissemination and use with the same degree of care that such
     party uses to protect its own like information.  Neither party will use the
     other's Confidential Information for purposes other than those necessary to
directly further the purposes of this Agreement.  Neither party will  
    disclose to third parties the other's Confidential Information without the
   prior written consent of the other party.  Notwithstanding the foregoing,
either party may disclose Confidential Information in accordance with 
   judicial or other governmental order, provided the disclosing party shall
   give the other party reasonable notice prior to such disclosure and shall
comply with any applicable protective order or equivalent.  Except as 
 expressly provided in this Agreement, no ownership or license rights is
granted in any Confidential Information.                              

7.2  The parties' obligations of confidentiality under this Agreement shall not 
be construed to limit either party's right to independently develop or
     acquire products without use of the other party's Confidential Information.
  Further, either party shall be free to use for any purpose the residuals
resulting from access to or work with such Confidential Information,  
    provided that such party shall maintain the confidentiality of and respect
    the proprietary rights to the Confidential Information as provided herein.
   The term "residuals" means information in non-tangible form, which may be
     unintentionally retained by persons who have had access to the Confidential
Information, including ideas,                                         

EX-10.2 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
  concepts, know-how or techniques contained therein.  Neither party shall
    have any obligation to limit or restrict the assignment of such persons or
to pay royalties for any work resulting from the use of residuals.    
However, the foregoing shall not be deemed to grant to either party a 
     license under the other party's copyrights or patents.  Residuals shall not
 include activities and content such as intentional memorization for the
purpose of reproducing the Confidential Information.                  

8.   WARRANTIES                                                                 

8.1  Voxware.  Voxware warrants and represents that:                            
-------                                                               

(a)  It has the full power to enter into this Agreement and make the  
assignments and license rights set forth herein;            

(b)  It has not previously and will not grant any rights in the       
         Deliverables to any third party that are inconsistent with the rights
granted to Microsoft herein;                                

     (c)  The Deliverables, RT24 Basic Codec, and Updates and any Ports provided
        to Microsoft do not infringe any copyright, patent, trade secret, or
other proprietary right held by any third party; and        

    (d)  The Deliverables, RT24 Basic Codec, Updates, and any applicable Ports
        provided to Microsoft will be created by employees of Voxware within
the scope of their employment and under obligation to assign
      inventions to Voxware, or by independent contractors under written
    obligations to assign all rights in the Deliverables, RT24 Basic
Codec, Updates and Ports to Voxware.                        

8.2  Microsoft.  Microsoft warrants and represents that all actions necessary to
---------                                                             
execute this Agreement have been taken by Microsoft.                            

9.   INDEMNITY                                                                  

(a)  Voxware shall, at its expense and Microsoft's request, defend any
claim or action brought against Microsoft, and Microsoft's  
        subsidiaries, affiliates, directors, officers, employees, agents and
         independent contractors, which, if true, would constitute a breach of
      a warranty by Voxware in Section 8, and Voxware will indemnify and
        hold Microsoft harmless from and against any costs, damages and fees
          reasonably incurred by Microsoft, including but not limited to fees of
    attorneys and other professionals, that are attributable to such
          claim.  Microsoft shall:  (a) provide Voxware reasonably prompt notice
      in writing of any such claim or action and permit Voxware, through
       counsel mutually acceptable to Microsoft and Voxware, to answer and
     defend such claim or action; and (b) provide Voxware information,
assistance and authority, at Voxware's                      

EX-10.2 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
          expense, to help Voxware to defend such claim or action.  Voxware will
   not be responsible for any settlement made by Microsoft without
Voxware's written permission, which permission will not be  
unreasonably withheld.                                      

(b)  Microsoft shall have the right to employ separate counsel and    
         participate in the defense of any claim or action at its own expense.
          Voxware shall reimburse Microsoft upon demand for any payments made or
         loss suffered by it at any time after the date hereof, based upon the
         judgment of any court of competent jurisdiction or pursuant to a bona
    fide compromise or settlement of claims, demands, or actions, in
    respect to any damages related to any claim or action under this
Section 9.                                                  

 (c)  Voxware may not settle any claim or action under this Section 9 on
  Microsoft's behalf without first obtaining Microsoft's written
       permission, which permission will not be unreasonably withheld.  In
      the event Microsoft and Voxware agree to settle a claim or action,
          Voxware agrees not to publicize the settlement without first obtaining
Microsoft's written permission, which permission will not be
unreasonably withheld.                                      

 (d)  Voxware's maximum liability pursuant to this Section 9 shall in no
event exceed the sum of [ * * * ].                          

10.  TERMINATION                                                                

10.1 Term.  The term of this Agreement shall commence as of the Effective Date  
----                                                                  
and shall continue until terminated as provided in this Section 10.   

10.2 Termination By Either Party for Cause.  Either party may suspend           
-------------------------------------                                 
     performance and/or terminate this Agreement immediately upon written notice
at any time if:                                                       

(a)  The other party is in immaterial breach of any material warranty,
   term, condition or covenant of this Agreement, other than those
       contained in Section 7, and fails to cure that breach within thirty
(30) days after written notice thereof; or                  

(b)  The other party is in material breach of Section 7.              

Notwithstanding the foregoing, in no event shall Voxware be able to   
terminate Microsoft's license rights under Section 4.                 

10.3 Effect of Termination.  In the event of termination or expiration of this  
---------------------                                                 
 Agreement for any reason, Sections [ * * * ] shall survive termination.
Neither party shall be liable to the other for damages of any sort    
 resulting solely from terminating this Agreement in accordance with its
terms.  [ * * * ] under this Agreement shall not be affected by any   
termination of this Agreement [ * * * ].                              

EX-10.2 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
11.  LIMITATION OF LIABILITIES                                                  

11.1 EXCEPT AS PROVIDED IN SECTION 9, NEITHER PARTY SHALL BE LIABLE FOR ANY     
   INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.       

11.2 [ * * * ].                                                                 

12.  GENERAL                                                                    

12.1 Notices.  All notices and requests in connection with this Agreement shall 
-------                                                               
be deemed given as of the day they are received either by messenger,  
delivery service, or in the United States of America mails, postage   
   prepaid, certified or registered, return receipt requested, and addressed
as follows:                                                           

To Voxware:                               To Microsoft:                         

Voxware, Inc.                             Microsoft Corporation                 
305 College Road East                     One Microsoft Way                     
Princeton, NJ  08540                      Redmond, WA  98052-6399               

Attention:  Kenneth Traub, EVP and CFO    Attention:  Max Morris                
Phone:  (609) 514-4110                    Phone:  (206) 703-3569                
Fax:  (609) 514-4101                      Fax:  (206) 936-7329                  

Copy to:  Legal Department                Copy to:  Law & Corporate Affairs,    
                                  US Legal
Fax:  (609) 514-4102                      Fax:  (206) 936-7409                  

   or to such other address as a party may designate pursuant to this notice
provision.                                                            

12.2 Independent Contractors.  Voxware and Microsoft are independent contractors
-----------------------                                               
     of each other, and nothing in this Agreement shall be construed as creating
an employer-employee relationship, a partnership, or a joint venture  
between the parties.                                                  

12.3 Taxes.  In the event taxes are required to be withheld on payments made    
-----                                                                 
    under this Agreement by any U.S. (state or federal) or foreign government,
   Microsoft may deduct such taxes from the amount owed Voxware and pay them
to the appropriate taxing authority.  Microsoft shall in turn promptly
   secure and deliver to Voxware an official receipt for any taxes withheld.
    Microsoft will use reasonable efforts to minimize such taxes to the extent
permissible under applicable law.                                     

12.4 Governing Law.  This Agreement shall be governed by the laws of the State  
-------------                                                         
     of Washington as though entered into between Washington residents and to be
    performed entirely within the State of Washington, and Voxware consents to
     jurisdiction and venue in the state and federal courts sitting in the State
    of Washington.  In any action or suit to enforce any right or remedy under
this                                                                  

EX-10.2 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
   Agreement or to interpret any provision of this Agreement, the prevailing
party shall be entitled to recover its costs, including reasonable    
attorneys' fees.                                                      

12.5 Assignment.  This Agreement shall be binding upon and inure to the benefit 
----------                                                            
of each party's respective successors and lawful assigns; provided,   
     however, that neither party may assign this Agreement, in whole or in part,
    without the prior written approval of the other party, which consent shall
not be unreasonably withheld.                                         

12.6 Construction.  If for any reason a court of competent jurisdiction finds   
------------                                                          
   any provision of this Agreement, or portion thereof, to be unenforceable,
that provision of the Agreement will be enforced to the maximum extent
     permissible so as to effect the intent of the parties, and the remainder of
   this Agreement will continue in full force and effect.  Failure by either
party to enforce any provision of this Agreement will not be deemed a 
waiver of future enforcement of that or any other provision.  This    
   Agreement has been negotiated by the parties and their respective counsel
     and will be interpreted fairly in accordance with its terms and without any
strict construction in favor of or against either party.              

12.7 Entire Agreement.  This Agreement does not constitute an offer by Microsoft
----------------                                                      
     and it shall not be effective until signed by both parties.  This Agreement
  constitutes the entire agreement between the parties with respect to the
subject matter hereof and merges all prior and contemporaneous        
 communications.  It shall not be modified except by a written agreement
dated subsequent to the date of this Agreement and signed on behalf of
    Voxware and Microsoft by their respective duly authorized representatives.

EX-10.2 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the      
Effective Date written above.                                                   

MICROSOFT CORPORATION                VOXWARE, INC.                              

/s/ Microsoft Corporation            /s/ Voxware, Inc.                          
-----------------------------------  -------------------------------------      
By (Sign)                            By (Sign)                                  

-----------------------------------  -------------------------------------      
Name (Print)                         Name (Print)                               

-----------------------------------  -------------------------------------      
Title                                Title                                      

-----------------------------------  -------------------------------------      
Date                                 Date                                       

EX-10.2 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
EXHIBIT A 

DESCRIPTION OF SOFTWARE & DELIVERABLES

FUNCTIONAL SPECIFICATIONS OF THE RT24 BASIC CODEC TO BE DELIVERED TO MICROSOFT  

A.   OVERVIEW                                                                   

There are [ * * * ], each containing [ * * * ].  There is [ * * * ].  The codec 
achieves certain performance criteria.  A delivery schedule is outlined.        

B.   GENERAL DESCRIPTION OF THE 2400 BPS ALGORITHM                              

A package consists of [ * * * ] implemented as follows, one encoder and one     
decoder.                                                                        

The encoder has the following functionality:                                    
.    input: [ * * * ];                                                
.    output: [ * * * ].                                               

The decoder has the following functionality:                                    
.    input: [ * * * ].                                                
.    output: [ * * * ].                                               

C.   SOFTWARE PACKAGES AND DELIVERY SCHEDULE                                    

There are [ * * * ] software packages, described below and delivered in Initial,
Second, and Third Deliveries according to the following schedule:               

DELIVERABLE         PACKAGE (AND PLATFORM)  DELIVERY DATE                       

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Initial Delivery    [ * * * ]               [ * * * ]                           

Second Delivery     [ * * * ]               [ * * * ]                           

Second Delivery     [ * * * ]               [ * * * ]                           

Second Delivery     [ * * * ]               [ * * * ]                           

EX-10.2 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
Third Delivery      [ * * * ]               [ * * * ]                           
Third Delivery      [ * * * ]               [ * * * ]                           

Each package will consist of the core algorithm surrounded by a wrapper (a means
of accessing the algorithm).                                                    

For example, for specifically [ * * * ].                                        

The [ * * * ] is composed of the following two sets, where DLL is a form of     
object code and API is an Application Programming Interface onto a DLL.  In each
case, the code is re-entrant.                                                   

.    [ * * * ]:                                                       
[ * * * ];                                                

.    [ * * * ]:                                                       
[ * * * ].                                                

  Voxware's Audio Compression Manager (ACM) driver is a standard
        Microsoft ACM driver to provide access to Voxware's RT24 codec.  The
       interface conforms to Microsoft's specification for ACM drivers.  A
         manual will be provided that documents installation of the driver and
private ACM messages that Voxware supports.                 

The [ * * * ] is composed of the core codec [ * * * ], wrapped in an [ * * * ]. 

For each package, [ * * * ].  Otherwise, Voxware and Microsoft will mutually and
reasonably agree in writing to the wrapper-type.                                

D.  [ * * * ] MECHANISM                                                         

The RT24 Basic Codec Encoder will be protected [ * * * ].  This [ * * * ].  For 
example, [ * * * ].  A thorough description of the [ * * * ] will be delivered  
to Microsoft along with the delivery of each package.                           

E.   PERFORMANCE                                                                

The Voxware implementation of the 2400 bps algorithm can run [ * * * ].         

EX-10.2 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
EXHIBIT B 

MAINTENANCE PROBLEM SEVERITY AND RESOLUTIONS

Severity              Criteria              Time Limit                        
----------  -------------------------------  ----------                         

1       Critical:  [ * * * ].            [ * * * ]                      
---------                                               

2       Severe Impact:  [ * * * ].       [ * * * ]                      
--------------                                          
3       Degraded Operation:  [ * * * ].  [ * * * ]                      
-------------------                                     

EX-10.2 Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
EXHIBIT C 

EXPLANATIONS OF STANDARDS AND COMPATIBILITY CRITERIA
APPLICABLE TO THE STANDARDIZED TELEVOX

EXPLANATION OF [ * * * ] AND [ * * * ]                                          
--------------------------------------                                          

1.   [ * * * ] studying technical, operating and tariff questions and issuing   
    Recommendations on them with a view to standardizing telecommunications on
a worldwide basis.                                                    

2.   [ * * * ] for studies relating to transport networks, switching and        
 transmission systems/equipment including the relevant signal processing
   aspects.  [ * * * ] for studies relating to multimedia service definition
and multimedia systems, including the associated terminals, modems,   
protocols and signal processing.                                      

3.   [ * * * ] is to promote, encourage, and facilitate the development and     
     implementation of interoperable multimedia teleconferencing solutions based
on open international standards.                                      

4.   [ * * * ] responsibility to determine implementation and interoperability  
 guidelines of [ * * * ] systems for [ * * * ] members through technical
discussion and product testing.                                       

5.   [ * * * ].                                                                 

6.   [ * * * ].                                                                 

COMPATIBILITY AND ACCEPTANCE CRITERIA                                           
-------------------------------------                                           

1.   Microsoft NetMeeting 2.0                                                   
------------------------                                              

Microsoft NetMeeting 2.0 ("NetMeeting") is a software conferencing    
    application that Microsoft will make generally commercially available in [
     * * * ] that provides audio, video, and data conferencing capabilities over
     various data networks.  To accomplish audio conferencing in particular, [ *
* * ].                                                                

2.   NetMeeting Audio Conferencing Operation                                    
---------------------------------------                               

The audio conferencing operation of NetMeeting using [ * * * ] .      

3.   Criteria for Compatibility with NetMeeting Audio Conferencing              
-------------------------------------------------------------         

 A hardware device, software program, or combination thereof ("the other
    terminal") is compatible with NetMeeting when under normal operation:  [ *
* * ].                                                                

[ * * * ].

EX-10.2	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-10.2	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-10.2	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-10.2	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-10.2	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-10.2	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-10.2	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-10.2	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-10.2	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-10.2	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-10.2	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-10.2	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-10.2	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-10.2	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

EX-10.2	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/6/97
For Period End:	3/31/97	1		10-Q
				List all Filings

↑Top

Filing Submission 0001036050-97-000341 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Voxware Inc – ‘10-Q/A’ for 3/31/97 – EX-10.2

As of: Friday, 6/6/97 · For: 3/31/97 · Accession #: 1036050-97-341 · File #: 0-21403

Previous ‘10-Q’: ‘10-Q’ on 5/15/97 for 3/31/97 · Next: ‘10-Q’ on 11/14/97 for 9/30/97 · Latest: ‘10-Q’ on 5/17/10 for 3/31/10

Amendment to Quarterly Report — Form 10-QFiling Table of Contents

EX-10.2 — Material ContractExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Quarterly Report — Form 10-Q
Filing Table of Contents

EX-10.2 — Material Contract
Exhibit Table of Contents